UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported) February 1, 1996
(December 31, 1995)
Commission File Number 0-17589
NTS-PROPERTIES VII, LTD.
(Exact name of registrant as specified in its charter)
Florida 61-1119232
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
10172 Linn Station Road
Louisville, Kentucky 40223
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (502) 426-4800
Not Applicable
Former name, former address and former fiscal year,
if changed since last report
<PAGE>
Item 5. Other Items
On December 31, 1995, NTS-Properties VII, Ltd. (the "Partnership")
established an Interest Repurchase Reserve pursuant to Section
16.4 of the Partnership's Amended and Restated Agreement of
Limited Partnership. Under Section 16.4, limited partners may
request the Partnership to repurchase their respective interests
(Units) in the Partnership. The Partnership has notified the
limited partners of the establishment of the Interest Repurchase
Reserve and the opportunity to request that the Partnership
repurchase Units at the established price pursuant to that certain
letter to limited partners dated February 1, 1996, a copy of which
is attached hereto and made a part hereof.
<PAGE>
February 1, 1996
Dear NTS-Properties VII Investor:
Over the last few years, a small market has developed for the trading of
limited partnership interests through companies such as the Chicago
Partnership Board. Units in our and other NTS Partnerships have transferred
at values which the General Partner believes to be discounted. Although the
General Partner continues to strongly recommend that our investors hold
their Units rather than sell, we do recognize that circumstances may arise
from which an investor may feel compelled to sell his or her Units. As a
result, in our cash distribution mailings we included a list of some of the
companies which have indicated to us that they arrange trades of NTS
Partnership Units.
In the interest of helping to establish a "floor" or minimum price for
trades in NTS-Properties VII Units, the Partnership has established an
Interest Repurchase Reserve in the amount of $127,653 pursuant to Section
16.4 of the Partnership's Limited Partnership Agreement. Under this Section
of the Partnership Agreement, the Partnership may repurchase Units from
investors who indicate in writing their desire to sell. With this
Repurchase Reserve, the Partnership will be able to repurchase and retire
up to 31,913 Units at a currently contemplated price of $4.00 per Unit.
Since the repurchased Units will be retired, there will be fewer investors
for the distribution of assets.
Units will be repurchased on a "first-come, first-served" basis until the
Interest Repurchase Reserve is depleted. If the number of Units submitted
for repurchase exceeds that which can be repurchased by the Partnership in
the first quarter, those additional Units may be repurchased in subsequent
quarters. The Partnership may, at the discretion of the General Partner,
continue to set aside funds in the Interest Repurchase Reserve.
The above repurchase price per Unit was established by the General Partner
in its sole discretion, and does not purport to represent the fair market
value or liquidation value of a Unit. The General Partner believes that
this purchase price represents a discount from the value of each Unit.
However, there is no guarantee of the amount that limited partners who
choose not to sell their Units will receive upon the ultimate liquidation
of the Partnership.
If you are interested in the Partnership repurchasing your Units, please
sign, date and return the enclosed Repurchase Request form in the envelope
provided. Upon receipt of your signed Repurchase Request form, we will
provide you with transfer documents and appropriate instructions. Payment
for repurchased Units will be made within 10 days after you have returned
the properly executed transfer documents. No transfer fees or commissions
will be charged for the repurchase. You may obtain further information on
the Interest Repurchase Reserve by calling our transfer agent at (303) 705-6196.
<PAGE>
REPURCHASE REQUEST
FOR LIMITED PARTNERSHIP UNITS IN
NTS-Properties VII
Date:___________
I request that NTS-Properties VII repurchase my limited partnership
interests ("Units") at the price of $4.00 per Unit, as described in the
letter to me from NTS Properties Associates dated February 1, 1996 to which
this Repurchase Request was attached. As a condition to repurchase, I
understand that I hereby waive the provisions of Section 16.4 of the Amended
and Restated Agreement of Limited Partnership of NTS-Properties VII (the
"Partnership Agreement") regarding the price and terms of repurchase of
Units, and fully and finally release NTS-Properties VII and its General
Partner from any and all known or unknown claims, liability and actions,
whether arising under or pertaining to the Offering or Prospectus for
NTS-Properties VII, the Partnership Agreement or otherwise. I will reaffirm my
waiver and release upon execution of the transfer documents. Please send
me the appropriate transfer documents.
I own ________ Units of NTS-Properties VII. I have read and fully
understand the foregoing.
[Each owner of the Limited Partner Units must sign below.]
__________________________________ __________________________________
Signature of Limited Partner Signature of Limited Partner
(Joint Accounts)
__________________________________ __________________________________
Printed Name Printed Name
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NTS-PROPERTIES VII, Ltd.
(Registrant)
BY: NTS-Properties Associates VII
BY: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
John W. Hampton
Senior Vice President
Date: February 1, 1996
