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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): November 6, 1996
(November 6, 1996)
Commission File Number 0-18952
NTS-PROPERTIES PLUS LTD.
(Exact name of registrant as specified in its charter)
Florida 61-1126478
(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
As of November 6, 1996, NTS-Properties Plus 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 November 6, 1996, a copy of which
is attached hereto and made a part hereof.
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November 6, 1996
Dear NTS-Properties Plus Investor:
Recently, a small market has developed for selling NTS-Properties
Plus Units. The commissions and fees for Units sold have been significant.
Although the General Partner recommends 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.
In the interest of helping investors eliminate commissions and
fees, the Partnership has established an INTEREST REPURCHASE RESERVE in the
amount of $25,000 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 35,714 UNITS AT A CURRENTLY CONTEMPLATED PRICE OF
$0.70 PER UNIT. This is a net amount. No transfer fees or commissions will be
charged.
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 fourth 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.
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REPURCHASE REQUEST
FOR LIMITED PARTNERSHIP UNITS IN
NTS-PROPERTIES PLUS Ltd.
Date:___________
I request that NTS-Properties Plus repurchase my limited
partnership interests ("Units") at the price of $ 0.70 per Unit, as described in
the letter to me from NTS-Properties Plus Associates dated November 6, 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 PLUS (THE
"PARTNERSHIP AGREEMENT") REGARDING THE PRICE AND TERMS OF REPURCHASE OF UNITS,
AND FULLY AND FINALLY RELEASE NTS-PROPERTIES PLUS 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 PLUS, 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 Plus. I have read and fully
understand the foregoing.
[EACH OWNER OF THE LIMITED PARTNER UNITS MUST SIGN BELOW.]
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Signature of Limited Partner Signature of Limited Partner
(Joint Account)
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Printed Name Printed Name
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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 PLUS Ltd.
(Registrant)
BY: NTS-Properties Plus Associates
BY: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
John W. Hampton
Senior Vice President
Date: November 6, 1996
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