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) December 17, 1997
(December 17, 1997)
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 No.)
incorporation or organization)
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
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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 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.
As of December 17, 1997, NTS-Properties VII has elected to fund an additional
amount of $38,918 to its Interest Repurchase Reserve. This additional funding
will bring the Interest Repurchase Reserve to $127,653. With this funding, the
Partnership will be able to repurchase up to 21,275 Units at a currently
contemplated price of $6.00 per Unit. The Partnership intends to notify the
limited partners of the additional funding to the Interest Repurchase Reserve
and the opportunity to request that the Partnership repurchase Units at the
established price by letter dated December 17, 1997, a copy of which is attached
hereto and made a part hereof.
<PAGE>
December 17, 1997
Dear NTS-Properties VII Investor:
On February 1, 1996, the Partnership announced the funding of an Interest
Repurchase Reserve, 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. Since the repurchased Units will be retired, there will be fewer
investors for the distribution of assets.
The Partnership has elected to fund an additional $38,918 to the Interest
Repurchase Reserve. This additional funding will bring the Interest Repurchase
Reserve to $127,653. With this funding, the Partnership will be able to
repurchase up to 21,275 additional Units at a currently contemplated price of
$6.00 per Unit, from investors who sign and return the enclosed Repurchase
Request.
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 again exceeds that which can be repurchased by the Partnership, 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 offering 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 substantial discount from the value of each Unit and strongly
recommends to the investors that Units be held and not sold. However, there is
no guarantee of the amount that limited partners who choose not to sell 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, as instructed. Upon
receipt of your signed Repurchase Request, we will provide you with the
appropriate transfer form and instructions. No transfer fees or commissions will
be charged for the repurchase.
You may obtain further information on the Interest Repurchase Reserve by calling
our Investor Services at (800) 928-1492 Ext. 544.
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REPURCHASE REQUEST
For Limited Partnership Units in
NTS-Properties VII
December 17, 1997
I request that NTS-Properties VII repurchase my limited partnership interest(s)
("Units") at the price of $6.00 per Unit, as described in the letter to me from
NTS-Properties Associates VII dated December 17, 1997 to which this Repurchase
Request is 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.]
________________________________
Date
________________________________ __________________________________
Signature of Limited Partner Signature of Limited Partner
________________________________ __________________________________
Printed Name Printed Name
Once completed, forward this form to: NTS-Properties VII
c/o Gemisys Corporation
7103 S. Revere Parkway
Englewood, CO 80112
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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: December 17, 1997
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