UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

    X                   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
  -----
                        SECURITIES EXCHANGE ACT OF 1934

                        For the fiscal year ended         December 31, 1999
                                                     -------------------------

                                                        OR

                        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  -----
                        SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from                to
                                                          -----------    -------

                        Commission file number                 0-14695
                                                  ------------------------------


                NTS-PROPERTIES VI, a Maryland Limited Partnership
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Maryland                                            61-1066060
----------------------------------------                    --------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)


      10172 Linn Station Road

      Louisville, Kentucky                                        40223
----------------------------------------                    --------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:       (502) 426-4800
                                                    ----------------------------

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                            Limited Partnership Interests
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                YES  X         NO
                                                    ----          ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.                       [X]

Exhibit Index: See page 48

Total Pages: 53


<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                           Pages
                                                                           -----

                                     PART I

Items 1 and 2.             Business and Properties                          3-12

Item 3.                    Legal Proceedings                                  12

Item 4.                    Submission of Matters to a Vote
                            of Security Holders                               12


                                     PART II


Item 5.                    Market for the Registrant's Limited
                            Partnership Interests and Related
                            Partner Matters                                   13

Item 6.                    Selected Financial Data                            14

Item 7.                    Management's Discussion and Analysis
                            of Financial Condition and Results
                            of Operations                                  15-25

Item 7A.                   Quantitative and Qualitative Disclosures
                            About Market Risk                                 26

Item 8.                    Financial Statements and Supplementary
                            Data                                           27-43

Item 9.                    Changes in and Disagreements with
                            Accountants on Accounting and
                            Financial Disclosure                              44


                                    PART III


Item 10.                   Directors and Executive Officers of
                            the Registrant                                    45

Item 11.                   Management Remuneration and Transactions           46


Item 12.                   Security Ownership of Certain Beneficial
                            Owners and Management                             46

Item 13.                   Certain Relationships and Related
                            Transactions                                   46-47

                                     PART IV


Item 14.                   Exhibits, Financial Statement Schedules
                            and Reports on Form 8-K                        48-52


Signatures                                                                    53


                                      - 2 -

<PAGE>

                                     PART I

Items 1. and 2.  Business and Properties
                 -----------------------

Development of Business
-----------------------

The  registrant,   NTS-Properties  VI,  a  Maryland  Limited   Partnership  (the
"Partnership"),  is a limited partnership formed in December 1984 under the laws
of the State of Maryland. The General Partner is NTS-Properties Associates VI, a
Kentucky limited partnership. As of December 31, 1999, the Partnership owned the
following properties:

         -        Sabal Park  Apartments,  a 162-unit luxury  apartment  complex
                  located on a 13 acre tract in Orlando, Florida, constructed by
                  the Partnership.

         -        Park Place  Apartments  Phase I, a 180-unit  luxury  apartment
                  complex  located on an 18 acre tract in  Lexington,  Kentucky,
                  constructed by the Partnership.

         -        Park Place  Apartments  Phase III, a 152-unit luxury apartment
                  complex,  located on a 15 acre tract in  Lexington,  Kentucky,
                  currently  under  construction  by  the  Partnership.   As  of
                  December 31, 1999, 68 Units were certified for occupancy.  See
                  Item 8 Note 10 for more information regarding the construction
                  of Park Place Apartments Phase III.

         -        Willow Lake Apartments,  a 207-unit luxury  apartment  complex
                  located  on  an  18  acre  tract  in  Indianapolis,   Indiana,
                  constructed by the Partnership.

         -        A joint venture interest in Golf Brook Apartments,  a 195-unit
                  luxury  apartment  complex  located  on a  16  acre  tract  in
                  Orlando, Florida, constructed by the joint venture between the
                  Partnership  and NTS-  Properties  IV., Ltd.  ("NTS-Properties
                  IV"), an affiliate of the General Partner of the  Partnership.
                  The Partnership's percentage interest in the joint venture was
                  96% at December 31, 1999.

         -        A joint venture interest in Plainview Point III Office Center,
                  an office center with approximately 62,000 net rentable square
                  feet,  located in  Louisville,  Kentucky,  constructed  by the
                  joint venture between the Partnership and  NTS-Properties  IV.
                  The Partnership's percentage interest in the joint venture was
                  95% at December 31, 1999.

The Partnership or Joint Venture in which the Partnership is a partner has a fee
title  interest  in  the  above  listed  properties.   In  the  opinion  of  the
Partnership's management, the properties are adequately covered by insurance.

                                      - 3 -

<PAGE>

Development of Business - Continued
-----------------------------------

As of December  31,  1999,  the  Partnership's  properties  were  encumbered  by
mortgages as shown in the table below:

                        Interest            Maturity            Balance at
     Property             Rate                Date               12/31/99
     --------             ----                ----               --------
Park Place Apartments
Phase I and III           7.74%           10/15/12 (5)        $ 11,186,637(4)
Willow Lake Apartments    7.32%           10/15/12 (3)(2)        7,767,882
Golf Brook Apartments     7.43%           05/15/09 (1)(2)        7,677,179
Sabal Park Apartments     7.38%           12/05/12 (3)(2)        2,598,146
Plainview Point III   Euro-Rate +225
Office Center          basis points       06/23/02 (7)           2,298,001(8)
Sabal Park Apartments     7.38%           12/05/12 (3)(2)        1,732,098
Golf Brook and
Sabal Park Apartments   Prime +1%         06/14/01 (6)(2)           52,500


(1)      Monthly  principal  payments  are  based  upon  a  12-year amortization
         schedule.

(2)      At maturity,  the  mortgage  will have been repaid based on the current
         rate of amortization.

(3)      Monthly  principal  payments  are  based  upon  a  15-year amortization
         schedule.

(4)      The mortgage  payable has additional  availability of $1,013,363  which
         will  be  used  to  fund  the  remaining  construction  of  Park  Place
         Apartments Phase III.

(5)      Until the  construction of Park Place Apartments Phase III is complete,
         the mortgage  will require only  monthly  interest  payments.  Upon the
         completion of Park Place  Apartments  Phase III, the monthly  principal
         payments will be based upon a 19-year amortization schedule. Due to the
         fact that it is not known  when  principal  payments  will  begin,  the
         outstanding balance at maturity can not be determined at this time.

(6)      Monthly  principal  payments  are  based  upon  a 24-month amortization
         schedule.

(7)      In  addition to monthly  interest  payments,  beginning  July 1, 2000 a
         monthly  payment of $31,000 is  required.  It will be applied  first to
         accrued interest with the remaining  balance applied to the outstanding
         principal balance.

(8)      The mortgage payable has additional availability of $201,999.

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures include tenant finish improvements at the Partnership's  commercial
property as required by lease  negotiations.  Changes to current  tenant  finish
improvements are a typical part of any lease negotiation. Improvements generally
include a revision to the current floor plan to  accommodate  a tenant's  needs,
new  carpeting  and  paint  and/or  wallcovering.  The  extent  and  cost of the
improvements  are  determined  by the size of the space being leased and whether
the  improvements  are for a new tenant or incurred  because of a lease renewal.
The tenant finish

                                      - 4 -

<PAGE>

Development of Business - Continued
-----------------------------------

improvements  will be funded by cash flow from operations  and/or cash reserves.
The  Partnership  is currently  building  Park Place  Apartments  Phase III (152
units) on the 15 acres of land it owns which is  adjacent to the  existing  Park
Place Apartments in Lexington, Kentucky. It is currently estimated that the cost
of the project will be  $11,000,000.  Through  December 31, 1999,  approximately
$9,769,000 has been incurred. The remaining construction costs will be funded by
loan proceeds, as discussed above, and cash reserves.

The Partnership  started  renovations of the community  clubhouse at Park Place,
Golf Brook and Sabal Park Apartments during 1999. It is currently  estimated the
aggregate cost for all three  renovations  will be approximately  $630,000.  The
Partnership is funding the renovations partly from cash flow from operations and
partly from financing in the amount of $2,500,000  which is secured by Plainview
Point Office Center Phase III. The  remaining  proceeds are being used to fund a
portion  of the  capital  expenditures  at Park Place  Apartments  Phase III and
Plainview Point III Office Center.

Financial Information About Industry Segments
---------------------------------------------

The  Partnership  is presently  engaged  solely in the  business of  developing,
constructing,  owning and operating  residential  apartments and commercial real
estate. See Item 8 Note 11 for information regarding the Partnership's operating
segments.

Narrative Description of Business
---------------------------------

General
-------

The current  business of the Partnership is consistent with the original purpose
of the  Partnership  which was to purchase and develop  parcels of unimproved or
partially improved land, directly or by joint venture, in order to construct and
otherwise  develop thereon  apartment  complexes,  business parks and/or retail,
industrial and office buildings and to own and operate the completed properties.
The Partnership's properties are in a condition suitable for their intended use.

The Partnership  intends to hold the Properties until such time as sale or other
disposition   appears  to  be   advantageous   with  a  view  to  achieving  the
Partnership's  investment objectives or it appears that such objectives will not
be met. In deciding  whether to sell a Property,  the Partnership  will consider
factors such as potential capital appreciation, cash flow and federal income tax
considerations,  including  possible  adverse federal income tax consequences to
the Limited Partners.

Description of Real Property
----------------------------

Sabal Park Apartments
---------------------

Units at Sabal Park Apartments  include two and  three-bedroom  units. All units
have   wall-to-wall   carpeting,   individually   controlled   heating  and  air
conditioning,  ovens, dishwashers, ranges, refrigerators,  garbage disposals and
washer/dryer hook-ups.  Tenants have access to and use of clubhouse,  management
offices, swimming pool and tennis courts.

Monthly  rental  rates at Sabal Park  Apartments  start at $939 for  two-bedroom
apartments and $1,279 for  three-bedroom  apartments,  with  additional  monthly
rental  amounts for special  features  and  locations.  Tenants pay all costs of
heating,  air conditioning and electricity.  Most leases are for a period of one
year. Units will be rented in some cases, however, on a shorter term basis at an
additional  charge. The occupancy levels at the apartment complex as of December
31 were 99% (1999), 94% (1998), 97% (1997), 90% (1996) and 98% (1995).

                                      - 5 -

<PAGE>

Park Place Apartments Phase I
-----------------------------

Units at Park Place  Apartments  Phase I include one and two-bedroom  apartments
and two-bedroom town homes. All units have wall-to-wall carpeting,  individually
controlled heating and air conditioning, dishwashers, ranges, refrigerators with
ice makers,  garbage  disposals  and microwave  ovens.  All units have access to
coin-operated  washers  and dryers and some units have a  washer/dryer  hook-up.
Amenities include the clubhouse with a party room, swimming pool, tennis courts,
racquetball courts,  exercise facility and management offices. The amenities are
shared with Phase II of the Park Place  development  and with Phase III which is
currently being  constructed,  see discussion above. Park Place Apartments Phase
II is owned by NTS-Properties  VII, Ltd., an affiliate of the General Partner of
the  Partnership.  The cost to  construct  and operate the common  amenities  is
shared proportionately by each phase.

Monthly  rental  rates at Park Place  Apartments  Phase I start at $739 for one-
bedroom apartments,  $939 for two-bedroom  apartments and $1,119 for two-bedroom
town homes,  with  additional  monthly rental  amounts for special  features and
locations.  Tenants pay all costs of heating,  air conditioning and electricity.
Most  leases are for a period of one year.  Units will be rented in some  cases,
however,  on a shorter term basis at an additional  charge. The occupancy levels
at the  apartment  complex as of December 31 were 89%  (1999),  80% (1998),  89%
(1997), 90% (1996) and 92% (1995).

Park Place Apartments Phase III
-------------------------------

Units at Park Place Apartments Phase III will include one, two and three-bedroom
apartments.  Upon  completion,  all  units  will  have  wall-to-wall  carpeting,
individually  controlled  heating  and air  conditioning,  dishwashers,  ranges,
refrigerators with ice makers,  garbage disposals and microwave ovens. All units
will have access to coin-operated  washers and dryers and some units will have a
washer/dryer  hook-up.  Amenities  include  the  clubhouse  with a  party  room,
swimming  pool,  tennis  courts,   racquetball  courts,  exercise  facility  and
management offices. The amenities are shared with Phase I (see discussion above)
and Phase II of the Park Place  development.  Park Place  Apartments Phase II is
owned by  NTS-Properties  VII, Ltd., an affiliate of the General  Partner of the
Partnership.  The cost to construct  and operate the common  amenities is shared
proportionately by each phase.

Monthly rental rates at Park Place  Apartments  Phase III will start at $725 for
one-bedroom  apartments,  $950 for two-bedroom  apartments and $1,375 for three-
bedroom apartments,  with additional monthly rental amounts for special features
and  locations.   Tenants  pay  all  costs  of  heating,  air  conditioning  and
electricity.  Most leases are for a period of one year.  Units will be rented in
some cases,  however,  on a shorter term basis at an  additional  charge.  As of
December 31,  1999,  there were 34 units  available  for leasing of which 17 are
leased.  See Item 8 Note 10 for more  information  regarding the construction of
Park Place Apartments Phase III.

Willow Lake Apartments
----------------------

Units at Willow Lake Apartments include one and two-bedroom  apartments and two-
bedroom  town  homes.  All  units  have  wall-to-wall  carpeting,   individually
controlled heating and air conditioning, dishwashers, ranges, refrigerators with
ice makers,  garbage  disposals  and microwave  ovens.  All units have access to
coin-operated  washers  and dryers and some units have a  washer/dryer  hook-up.
Amenities include the clubhouse with a party room, swimming pool, tennis courts,
racquetball courts, exercise facility and management offices.

                                      - 6 -

<PAGE>

Willow Lake Apartments - Continued
----------------------------------

Monthly  rental rates at Willow Lake  Apartments  start at $730 for  one-bedroom
apartments,  $1,025 for two-bedroom  apartments and $1,236 for two-bedroom  town
homes,  with  additional   monthly  rental  amounts  for  special  features  and
locations.  Tenants pay all costs of heating,  air conditioning and electricity.
Most  leases are for a period of one year.  Units will be rented in some  cases,
however,  on a shorter term basis at an additional  charge. The occupancy levels
at the  apartment  complex as of December 31 were 82%  (1999),  81% (1998),  88%
(1997), 91% (1996) and 93% (1995).

Golf Brook Apartments
---------------------

Units at Golf Brook Apartments  include two and  three-bedroom  units. All units
have   wall-to-wall   carpeting,   individually   controlled   heating  and  air
conditioning,   dishwashers,   ranges,  refrigerators,   garbage  disposals  and
washer/dryer hook-ups.  Tenants have access to and use of clubhouse,  management
offices, pool and tennis courts.

Monthly rental rates at Golf Brook  Apartments  start at $1,180 for  two-bedroom
apartments and $1,410 for  three-bedroom  apartments,  with  additional  monthly
rental  amounts for special  features  and  locations.  Tenants pay all costs of
heating,  air conditioning and electricity.  Most leases are for a period of one
year. Units will be rented in some cases, however, on a shorter term basis at an
additional  charge. The occupancy levels at the apartment complex as of December
31 were 95% (1999), 96% (1998), 96% (1997),97% (1996) and 91% (1995).

Plainview Point III Office Center
---------------------------------

As of  December  31,  1999,  there  were 7  tenants  leasing  space  aggregating
approximately  53,660  square feet of rentable  area at  Plainview  Point Office
Center  Phase III.  All leases  provide  for  tenants to  contribute  toward the
payment of increases in common area  maintenance  expenses,  insurance  and real
estate taxes. The tenants who occupy Plainview Point Office Center Phase III are
professional      service-orientated      organizations.      The      principal
occupation/profession  practiced is insurance  claim  processing.  Three tenants
individually  lease more than 10% of Plainview  Point III's  rentable  area. The
occupancy  levels at the office building as of December 31 were 86% (1999),  81%
(1998), 96% (1997), 91% (1996) and 91% (1995).

The following  table contains  approximate  data  concerning the major leases in
effect on December 31, 1999:

                                    Sq. Ft. and % of Net   Current Annual Rental
                 Year of Expiration     Rentable Area         per Square Foot
                 ------------------     -------------         ---------------
Major Tenant (1):
     1                 2001             11,535 (18.32%)           $13.00
     2                 2004             13,747 (21.84%)            15.00
     3                 2000             16,727 (26.57%)            13.90

(1)  Major tenants are those that individually  occupy 10 percent or more of the
     rentable square footage.

                                      - 7 -

<PAGE>

Description of Real Property
----------------------------

Additional operating data regarding the Partnership's properties is furnished in
the following table.

                              Federal            Realty             Annual
                             Tax Basis          Tax Rate          Realty Taxes
                             ---------          --------          ------------

Wholly-Owned Properties
-----------------------

Sabal Park Apartments      $ 11,401,226         .017895           $  170,648

Park Place Apartments
Phase I                      11,202,845         .009845              111,266

Willow Lake Apartments       15,600,642         .094013              293,809

Properties Owned in
-------------------
Joint Venture with
------------------
NTS-Properties IV
-----------------

Golf Brook Apartments        16,214,515         .017895              288,325

Plainview Point III
Office Center                 4,697,899         .010910               34,007

Percentage  ownership has not been applied to the information in the above table
for properties owned through a joint venture.

Depreciation for book purposes is computed using the  straight-line  method over
the  estimated  useful  lives  of the  assets  which  are  5-30  years  for land
improvements,  30 years for buildings,  5-30 years for building improvements and
3-30 years for amenities. The estimated realty taxes on the completed Park Place
Apartments Phase III will be approximately  $90,000.  The estimated realty taxes
on all other planned renovations,  primarily tenant  improvements,  would not be
material.  See Management's  Discussion and Analysis of Financial  Condition and
Results of Operations  (Item 7) for  explanations  regarding the fluctuations of
income and occupancy at the Partnership's properties.

Investment in Joint Ventures
----------------------------

NTS Sabal Golf Villas  Joint  Venture - On September  1, 1985,  the  Partnership
entered into a joint venture agreement with  NTS-Properties  IV, an affiliate of
the General Partner of the Partnership, to develop, construct, own and operate a
158-unit luxury apartment complex on a 13.15-acre site in Orlando, Florida known
as Golf  Brook  Apartments  Phase I. On  January  1,  1987,  the  joint  venture
agreement  was  amended to include  Golf  Brook  Apartments  Phase II, a 37-unit
luxury  apartment  complex  located on a 3.069-acre  site adjacent to Golf Brook
Apartments  Phase  I.  The  term  of the  Joint  Venture  shall  continue  until
dissolved.  Dissolution shall occur upon, but not before,  the first to occur of
the following:

     (a)          the withdrawal, bankruptcy or dissolution of  a Partner or the
                  execution by a Partner of an assignment for the benefit of its
                  creditors;

     (b)          the sale, condemnation or taking by eminent domain  of  all or
                  substantially all of the assets of the Partnership, other than
                  its cash and cash-equivalent assets;

     (c)          the vote or consent of each of the Partners to dissolve the
                  Partnership; or

     (d)          September 30, 2025.

                                      - 8 -

<PAGE>

Investment in Joint Ventures - Continued
----------------------------------------

The Partnership contributed approximately $15,800,000,  the cost of constructing
and  leasing  the  apartments.  NTS-Properties  IV  contributed  land  valued at
$1,900,000 with a related note payable to a bank of $1,200,000.  The Partnership
also  contributed  funds to retire the  $1,200,000  note  payable to a bank.  No
future contributions are anticipated as of December 31, 1999.

Golf  Brook  Apartments  is  encumbered  by a mortgage  payable to an  insurance
company.  The Partnership  had originally  obtained  financing,  secured by Golf
Brook  Apartments,  to fund a portion of its  contribution to the Joint Venture.
The  contribution  loan has subsequently  been refinanced.  The current mortgage
payable  of  $7,677,179  is  recorded  as a  liability  by  the  Partnership  in
accordance with the Joint Venture Agreement. The mortgage payable bears interest
at a fixed  rate of 7.43%,  is due May 15,  2009 and is secured by the assets of
Golf  Brook  Apartments.  Monthly  principal  payments  are based upon a 12-year
amortization  schedule. At maturity, the mortgage will have been repaid based on
the current rate of amortization.

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  Percentage  Interests.  The term Net Cash Flow
means the excess,  if any, of (a) the sum of (i) the gross receipts of the Joint
Venture Property, for such period, other than capital  contributions,  plus (ii)
any funds from previously  established  reserves (referred to in clause (b) (iv)
below),  over (b) the sum of (i) all cash  expenses  paid by the  Joint  Venture
Property during such period,  (ii) all capital  expenditures paid in cash during
such period, (iii) payments during such period on account of amortization of the
principal of any debts or  liabilities of the Joint Venture  Property,  and (iv)
reserves for  contingent  liabilities  and future  expenses of the Joint Venture
Property,  as established by the Partners;  provided,  however, that the amounts
referred to in (i),  (ii) and (iii)  above shall be taken in to account  only to
the  extent  not  funded  by  capital  contributions  or paid out of  previously
established  reserves.  Percentage  Interest  means  that  percentage  which the
capital  contributions of a Partner bears to the aggregate capital contributions
of all the Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 96%
at December 31, 1999.

Plainview  Point III Joint Venture - On March 1, 1987, the  Partnership  entered
into a joint  venture  agreement  with  NTS-Properties  IV, an  affiliate of the
General Partner,  to develop,  construct,  own and operate an office building in
Louisville,  Kentucky known as Plainview  Point III Office Center.  The terms of
the Joint Venture shall continue until dissolved.  Dissolution shall occur upon,
but not before, the first to occur of the following:

     (a)          the withdrawal, bankruptcy  or dissolution of a Partner or the
                  execution by a Partner of an assignment for the benefit of its
                  creditors;

     (b)          the sale,  condemnation  or taking by eminent domain of all or
                  substantially  all of the assets of the Real Property,  unless
                  such  disposition  is, in whole or in part,  represented  by a
                  promissory note of the purchaser;

     (c)          the  vote  or consent of each  of the Partners to dissolve the
                  Partnership; or

     (d)          December 30, 2026.

The Partnership contributed approximately $4,100,000,  the cost to construct and
lease the building.  NTS-Properties  IV contributed land valued at $790,000 with
an outstanding  note of $550,000 which was secured by the land. The  Partnership
also  contributed  the funds to retire the $550,000 note payable to the bank. No
future contributions are anticipated as of December 31, 1999.

                                      - 9 -

<PAGE>

Investment in Joint Ventures - Continued
----------------------------------------

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  Percentage  Interests.  The term Net Cash Flow
means the excess,  if any, of (a) the sum of (i) the gross receipts of the Joint
Venture Property, for such period, other than capital  contributions,  plus (ii)
any funds from previously  established  reserves (referred to in clause (b) (iv)
below),  over (b) the sum of (i) all cash  expenses  paid by the  Joint  Venture
Property during such period,  (ii) all capital  expenditures paid in cash during
such period, (iii) payments during such period on account of amortization of the
principal of any debts or  liabilities of the Joint Venture  Property,  and (iv)
reserves for  contingent  liabilities  and future  expenses of the Joint Venture
Property,  as established by the Partners;  provided,  however, that the amounts
referred to in (i),  (ii) and (iii)  above shall be taken in to account  only to
the  extent  not  funded  by  capital  contributions  or paid out of  previously
established  reserves.  Percentage  Interest  means  that  percentage  which the
capital  contributions of a Partner bears to the aggregate capital contributions
of all the Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 95%
at December 31, 1999.

Competition
-----------

The  Partnership's  properties are subject to competition  from similar types of
properties  (including,  in  certain  areas,  properties  owned  or  managed  by
affiliates of the General  Partner) in the  respective  vicinities in which they
are located. Such competition is generally for the retention of existing tenants
or  for  new  tenants  when  vacancies  occur.  The  Partnership  maintains  the
suitability  and  competitiveness  of its  properties  primarily on the basis of
effective  rents,  amenities  and service  provided to tenants.  Competition  is
expected to increase in the future as a result of the construction of additional
properties.  As of December 31, 1999, the properties  under  construction in the
respective  vicinities in which the  properties  are located are as follows:  In
close  proximity to Sabal Park Apartments and Golf Brook  Apartments,  there are
four apartment complexes under construction. The complexes consist of 360 units,
551 units,  452 units and 310 units with  expected  completion  dates of January
2000,  March 2000,  July 2000 and December 2000,  respectively.  In the vicinity
near Park Place  Apartments,  there are currently 320 apartment  units currently
under construction which are scheduled to be completed during the fourth quarter
of 2000. In the vicinity of Willow Lake  Apartments,  there are currently 200 to
300  apartment  units under  construction  which are  scheduled  to be completed
during the second  quarter of 2000.  At this time it is unknown the effect these
new  units  will  have  on  occupancy  at  the  Partnership's  properties.   The
Partnership  has not  commissioned  a  formal  market  analysis  of  competitive
conditions in any market in which it owns properties, but relies upon the market
condition  knowledge of the employees of NTS Development  Company who manage and
supervise leasing for each property.

Management of Properties
------------------------

NTS  Development  Company,  an affiliate of  NTS-Properties  Associates  VI, the
General Partner of the Partnership,  directs the management of the Partnership's
properties pursuant to a written agreement. NTS Development Company is a wholly-
owned  subsidiary  of NTS  Corporation.  Mr.  J. D.  Nichols  has a  controlling
interest  in  NTS  Corporation  and  is  a  General  Partner  of  NTS-Properties
Associates  VI. Under the agreement,  the Property  Manager  establishes  rental
policies and rates and directs the marketing activity of leasing  personnel.  It
also  coordinates the purchase of equipment and supplies,  maintenance  activity
and the selection of all vendors,  suppliers  and  independent  contractors.  As
compensation for its services, the Property Manager received a total of $497,764
for the year ended December 31, 1999. $446,741 was received from the residential
properties  and $51,023 was received from the  commercial  property.  The fee is
equal  to 6% of gross  revenues  from the  commercial  property  and 5% of gross
revenues from residential properties.

                                     - 10 -

<PAGE>

Management of Properties - Continued
------------------------------------

In addition,  the management  agreement requires the Partnership to purchase all
insurance relating to the managed  properties,  to pay the direct  out-of-pocket
expenses  of the  Property  Manager  in  connection  with the  operation  of the
properties,  including the cost of goods and materials used for and on behalf of
the  Partnership,  and to  reimburse  the  Property  Manager  for the  salaries,
commissions,  fringe  benefits,  and  related  employment  expenses  of  on-site
personnel.

The term of the Management  Agreement  between NTS  Development  Company and the
Partnership was for an initial term of five years, and thereafter for succeeding
one-year periods,  unless canceled.  The Agreement is subject to cancellation by
either  party upon sixty days  written  notice.  As of December  31,  1999,  the
Management Agreement is still in effect.

Working Capital Practices
-------------------------

Information  about the  Partnership's  working capital  practices is included in
Management  Discussion  and  Analysis  of  Financial  Condition  and  Results of
Operations in Part II, Item 7.

Seasonal Operations
-------------------

The Partnership  does not consider its operations to be seasonal to any material
degree.

Conflict of Interest
--------------------

Because the  principals of the General  Partner and/or its affiliates own and/or
operate real estate  properties  other than those owned by the Partnership  that
are or could be in  competition  with the  Partnership,  potential  conflicts of
interest exist.  Because the Partnership was organized by and is operated by the
General  Partner,   these  conflicts  are  not  resolved   through   arms-length
negotiations  but through the exercise of the General  Partner's  good  judgment
consistent  with its fiduciary  responsibility  to the Limited  Partners and the
Partnership's  investment  objectives  and  policies.  The  General  Partner  is
accountable  to the  Limited  Partners  as a  fiduciary  and  consequently  must
exercise  good faith and  integrity in handling  the  Partnership's  affairs.  A
provision has been made in the  Partnership  Agreement that the General  Partner
will not be liable to the Partnership except for acts or omissions  performed or
omitted  fraudulently,  in bad  faith  or  with  negligence.  In  addition,  the
Partnership Agreement provides for indemnification of the General Partner by the
Partnership for liability  resulting from errors in judgement or certain acts or
omissions.  With respect to these potential  conflicts of interest,  the General
Partner and its affiliates retain a free right to compete with the Partnership's
properties  including the right to develop  competing  properties now and in the
future,  in addition to those existing  properties which may compete directly or
indirectly.

NTS Development  Company,  the Property  Manager and an affiliate of the General
Partner,  acts in a similar capacity for other  affiliated  entities in the same
geographic  region where the Partnership has property  interests.  The agreement
with the Property  Manager is on terms no less favorable to the Partnership than
those  which could be  obtained  from a third party for similar  services in the
same  geographical  region in which the properties are located.  The contract is
terminable by either party without penalty upon 60 days written notice.

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates other than those previously described.

                                     - 11 -

<PAGE>

Employees
---------

The  Partnership  has no  employees;  however,  employees of an affiliate of the
General  Partner are  available  to perform  services for the  Partnership.  The
Partnership  reimburses  this  affiliate for the actual costs of providing  such
services.  See Item 8 Note 9 for information regarding the Partnership's related
party transactions.

Governmental Contracts and Regulations
--------------------------------------

No portion of the Partnership's  business is subject to renegotiation of profits
or  termination  of  contracts  or  sub-contracts  at the election of the United
States Government.

Item 3.  Legal Proceedings
         -----------------

The Partnership has been sued by Elder Construction & Associates, Inc. in
Jefferson Circuit Court, Louisville, Kentucky, in a lawsuit styled Elder
                                                                   -----
Construction & Associates, Inc. V. NTS Development Company, Frontier Insurance
------------------------------------------------------------------------------
Company, NTS-Properties VI, a Maryland limited partnership, NTS-Properties
--------------------------------------------------------------------------
Associates VI, and NTS Capital Corporation.  All of the named NTS entities are
------------------------------------------
represented by Middleton & Reutlinger, a local law firm.

Elder  Construction  was hired to be the framing  subcontractor  with respect to
certain  improvements  at  Phase  III of Park  Place  Apartments  in  Lexington,
Kentucky.  After  being  removed  from the job for its  failure to  provide  its
services in a  professional,  diligent and workmanlike  manner,  a complaint was
filed on behalf of Elder  Construction in November 1999,  alleging,  inter alia,
breach of contract.  The Complaint requested judgement against the defendants in
the amount of $233,122 plus interest and other relief against the defendants.

The Partnership and the other  defendants have answered the complaint,  and have
asserted  counterclaims  against  the  plaintiff  for,  inter  alia,  breach  of
contract.  Discovery  is  proceeding,  but  because  the  case  is in the  early
discovery phase an outcome cannot be predicted at present. The principals of the
NTS defendants  have indicated  that the suit brought by Elder  Construction  is
without merit and will be vigorously defended,  including the prosecution by the
defendants of counterclaims against Elder Construction.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

None.


                                     - 12 -

<PAGE>

                                     PART II

Item 5.        Market for Registrant's Limited Partnership Interests and Related
               -----------------------------------------------------------------
               Partner Matters
               ---------------

There is no established  trading market for the limited  partnership  interests,
nor is one likely to develop.  The Partnership had 3,227 limited  partners as of
February 29, 2000. Cash  distributions  and allocations of net income (loss) are
made as described in Note 1C to the Partnership's 1999 financial statements.

Annual distributions  totaling $10.00, $12.50 and $20.00 per limited partnership
unit  were paid  during  the  years  ended  December  31,  1999,  1998 and 1997,
respectively.  Quarterly  distributions  are  determined  based on current  cash
balances,  cash flow being  generated by operations and cash reserves needed for
future   leasing   costs,   tenant   finish  costs  and  capital   improvements.
Distributions were paid quarterly as follows:

                           1999                 1998                 1997
                           ----                 ----                 ----


First quarter          $   2.50             $   5.00             $   5.00
Second quarter             2.50                 2.50                 5.00
Third quarter              2.50                 2.50                 5.00
Fourth quarter             2.50                 2.50                 5.00
                        -------              -------              -------

                       $  10.00             $  12.50             $  20.00
                        =======              =======              =======


The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1999, 1998 and 1997.

                          Net Income                Cash
                           (Loss)               Distributions         Return of
                          Allocated                Declared            Capital
                          ---------                --------            -------
Limited Partners:
              1999      $ (185,285)              $  396,514          $ 396,514
              1998         453,154                  515,339             62,185
              1997         106,042                  853,625            747,583

General Partners:
              1999      $   (1,872)              $    4,005          $   4,005
              1998           4,577                    5,206                629
              1997           1,071                    8,622              7,551

On March 21, 2000, the Partnership  notified its limited  partners that it would
be  suspending  distributions  starting  January  1,  2000.  The  suspension  is
necessary due to significant capital  improvements  essential to maintaining the
buildings and facilities  owned by the  Partnership  at Willow Lake  Apartments,
Park Place Apartments Phase I, Sabal Park Apartments and Golf Brook Apartments.

The  Partnership's  cash  position  will be  evaluated  on an  ongoing  basis to
determine when resumption of distributions is appropriate.

                                     - 13 -

<PAGE>

Item 6.  Selected Financial Data
         -----------------------
<TABLE>
Years ended December 31, 1999, 1998, 1997, 1996 and 1995.
<CAPTION>
                                                   1999          1998            1997             1996           1995
                                                   ----          ----            ----             ----           ----
<S>                                          <C>             <C>             <C>             <C>             <C>
Total revenues                               $  9,576,976    $  9,835,496    $  9,608,273    $  9,670,261    $  8,939,055

Total expenses                                 (9,764,133)     (9,377,765)     (9,402,616)     (9,443,207)     (9,266,749)
                                             ------------    ------------    ------------    ------------    ------------
Income(loss) before
 extraordinary item                              (187,157)        457,731         205,657         227,054        (327,694)
Extraordinary item(1)                                --              --           (98,544)           --              --
                                             ------------    ------------    ------------    ------------    ------------

Net income (loss)                            $   (187,157)   $    457,731    $    107,113    $    227,054    $   (327,694)
                                             ============    ============    ============    ============    ============

Net income (loss) allocated to:
 General Partner                             $     (1,872)   $      4,577    $      1,071    $      2,271    $     (3,277)
 Limited partners                            $   (185,285)   $    453,154    $    106,042    $    224,783    $   (324,417)

Net income (loss) per
 limited partnership
 unit                                        $      (4.66)   $      10.96    $       2.48    $       4.97    $      (6.84)

Weighted average
 number of limited
 partnership units                                 39,751          41,334          42,817          45,243          47,435

Cumulative net income (loss) allocated to:
 General Partner                             $    (72,160)   $    (70,288)   $    (74,865)   $    (75,936)   $    (78,207)
 Limited partners                            $(11,934,430)   $(11,749,145)   $(12,202,299)   $(12,308,341)   $(12,533,124)

Cumulative net
 taxable income
 (loss) allocated to:
  General Partner                            $    111,613    $    104,550    $    102,664    $  1,192,830    $     78,617
  Limited partners                           $(15,165,626)   $(14,759,062)   $(15,174,826)   $(16,357,888)   $(15,401,294)

Distributions
 declared:
  General Partner                            $      4,005    $      5,206    $      8,622    $      8,950    $      9,583
  Limited partners                           $    396,514    $    515,339    $    853,625    $    886,000    $    948,700

Cumulative
 distributions
 declared:
  General Partner                            $    121,277    $    117,272    $    112,066    $    103,444    $     94,494
  Limited partners                           $ 12,006,384    $ 11,609,870    $ 11,094,531    $ 10,240,906    $  9,354,906

At year end:
 Cash and equivalents                        $       --      $    362,822    $    276,891    $    640,541    $    393,552

Investment
 securities                                  $       --      $       --      $  1,562,813    $  1,085,267    $  1,151,355

Land, buildings and
 amenities, net                              $ 48,357,129    $ 41,751,683    $ 40,435,367    $ 42,151,295    $ 42,196,272

Total assets                                 $ 49,210,650    $ 43,179,405    $ 43,289,608    $ 44,771,802    $ 46,813,791

Mortgages payable                            $ 33,312,443    $ 27,119,180    $ 26,872,563    $ 27,403,056    $ 27,653,044

The  above  selected  financial  data  should  be read in  conjunction  with the
financial  statements  and related notes  appearing  elsewhere in this Form 10-K
report.

See Item 8 Note 7 for information regarding the extraordinary item.
</TABLE>

                                     - 14 -


<PAGE>

Item 7.          Management's Discussion and Analysis of Financial Condition and
                 ---------------------------------------------------------------
                 Results of Operations
                 ---------------------

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  is  structured in four major  sections.  The first section  provides
information related to occupancy levels and rental and other income generated by
the  Partnership's  properties.  The second analyzes  results of operations on a
consolidated  basis.  The final  sections  address  consolidated  cash flows and
financial  condition.  Discussion  of certain  market  risks and our  cautionary
statements also follow. Management's analysis should be read in conjunction with
the financial statements in Item 8 and the cautionary statements below.

Occupancy Levels
----------------

The occupancy levels at the  Partnership's  properties as of December 31 were as
follows:

                              Percentage
                              Ownership
                              at 12/31/99    1999 (2)     1998       1997
                              -----------    --------     ----       ----
Wholly-Owned Properties
-----------------------

Sabal Park Apartments            100%          99%         94%        97%

Park Place Apartments
Phase I                          100%          89%         80%        89%

Willow Lake Apartments           100%          82%         81%        88%

Park Place Apartments
Phase III                        100%          50% (3)     N/A        N/A

Properties Owned in Joint
-------------------------
Venture with
------------
NTS- Properties IV
------------------

Golf Brook Apartments (1)         96%          95%         96%        96%

Plainview Point III
Office Center                     95%          86%         81%        96%

(1)      In the opinion of the General Partners of the Partnership, the decrease
         in year ending  occupancy is only a temporary  fluctuation and does not
         represent a permanent downward occupancy trend.

(2)      Current  occupancy  levels  are  considered  adequate to  continue  the
         operation of the Partnership's properties.

(3)      Park Place  Apartments  Phase III had 34 units  available  for lease at
         December 31, 1999 of which 17 were leased.

                                     - 15 -

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
--------------------------------------------------------------------------
Operations - Continued
----------------------

Occupancy Levels - Continued
----------------------------

The average occupancy levels at the  Partnership's  properties as of December 31
were as follows:

                              Percentage
                              Ownership
                             at 12/31/99     1999        1998           1997
                             -----------     ----        ----           ----
Wholly-Owned Properties
-----------------------

Sabal Park Apartments            100%         96%         95%            92%

Park Place Apartments
Phase I                          100%         89%         85%            91%

Willow Lake Apartments (1)       100%         78%         93%            90%

Park Place Apartments
Phase III                        100%        N/A (2)      N/A            N/A

Properties Owned in Joint
-------------------------
Venture with
------------
NTS- Properties IV
------------------

Golf Brook Apartments (1)        96%          94%         96%            93%

Plainview Point III
Office Center (1)                95%          91%         92%            90%

(1)      In the opinion of the General Partners of the Partnership, the decrease
         in  average  occupancy  is only a  temporary  fluctuation  and does not
         represent a permanent downward occupancy trend.

(2)      Average occupancy is not applicable for Park Place Apartments Phase III
         due to the fact  that the  units  did not  start  being  certified  for
         occupancy until September 1999. Because the units are being turned over
         to  leasing  at  different  times,  the  occupancy  of one month is not
         comparable to the next month.

                                     - 16 -

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
--------------------------------------------------------------------------
Operations - Continued
----------------------

Rental and Other Income
-----------------------

Rental and other income generated by the Partnership's  properties for the years
ended December 31, 1999, 1998 and 1997 were as follows:

                               Percentage
                               Ownership
                              at 12/31/99    1999           1998         1997
                              -----------    ----           ----         ----
Wholly-Owned Properties
-----------------------

Sabal Park Apartments            100%      $1,911,772    $1,823,218   $1,725,980

Park Place Apartments
Phase I                          100%      $1,830,936    $1,787,227   $1,896,871

Willow Lake Apartments           100%      $2,105,852    $2,409,227   $2,412,609

Park Place Apartments
Phase III                        100%      $   37,077        N/A         N/A

Properties Owned in Joint
-------------------------
Venture with
------------
NTS- Properties IV
------------------

Golf Brook Apartments            96%       $2,861,714    $2,926,168   $2,747,335

Plainview Point III
Office Center                    95%       $  810,536    $  781,388   $  737,948

Revenues shown in the table on the previous page for properties  owned through a
joint venture  represent  only the  Partnership's  percentage  interest in those
revenues.

The following is an analysis of material  changes in results of  operations  for
the periods ending December 31, 1999,  1998 and 1997.  Items that did not have a
material  impact on operations for the periods listed above have been eliminated
from this discussion.

Rental  income  decreased  approximately  $163,000 or 2% from 1998 to 1999.  The
decrease in rental income was mainly a result of decreased  average occupancy at
Willow Lake Apartments,  Golf Brook  Apartments,  and Plainview Point III Office
Center and decreased cost recovery  income at Plainview Point III Office Center.
All leases at the Office  Center  provide for tenants to  contribute  toward the
payment of increases in common area maintenance expenses,  insurance,  utilities
and real estate taxes.  These  decreases  are partially  offset by income from a
letter of credit at  Plainview  Point III Office  Center  upon the  default of a
tenant's lease,  increased rental rates at Sabal Park Apartments and Willow Lake
Apartments,  water and sewer income collected at Golf Brook Apartments and Sabal
Park Apartments,  increased  average  occupancy at Park Place Apartments Phase I
and Sabal Park Apartments and income  collected from Park Place Apartments Phase
III.

Rental income  increased  approximately  $200,000 or 2% in 1998. The increase in
rental  income was a result of  increased  rental  rates and  increased  average
occupancy at Sabal Park Apartments and Golf Brook  Apartments and increased cost
recovery  income at  Plainview  Point III Office  Center.  These  increases  are
partially offset by a decrease in rental income at Park Place Apartments Phase I
as a result of decreased average occupancy.

Year ending occupancy  percentage  represent  occupancy only on a specific date;
therefore,  the above analysis considers average occupancy percentages which are
representative of the entire year's results.

                                     - 17 -

<PAGE>

Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
--------------------------------------------------------------------------------
Operations - Continued
----------------------

Interest and other income includes  interest income from investments made by the
Partnership with cash reserves.  Interest income decreased approximately $95,700
or 68% in 1999 primarily as a result of the  Partnership  holding no investments
in 1999 and therefore earning no interest.

Operating expenses decreased  approximately $115,000 or 4% in 1999 due primarily
to the following: 1) decreased advertising costs at Sabal Park Apartments,  Golf
Brook  Apartments and Park Place Apartments Phase I, 2) decreased floor covering
costs and repair and maintenance costs at Golf Brook Apartments and 3) decreased
repair and  maintenance  costs at Sabal Park  Apartments.  These  decreases  are
partially  offset by increased  floor  covering costs and  landscaping  costs at
Sabal  Park  Apartments  and  Willow  Lake  Apartments,   increased  repair  and
maintenance  costs and advertising  costs at Willow Lake  Apartments,  increased
parking lot  repairs at Golf Brook  Apartments  and  expenses  incurred  (mainly
advertising expenses) at Park Place Apartments Phase III.

Operating expenses increased  approximately  $85,000 or 3% in 1998 due primarily
to the  following:  1)  increased  apartment  renovation  costs  at  Sabal  Park
Apartments and Golf Brook Apartments  (replacing wallpaper with texturized walls
which require less maintenance in the future, 2)increased repair and maintenance
costs at Sabal Park Apartments,  3) the parking lot was re-sealed and striped at
Plainview Point III Office Center during 1998 and 4) increased advertising costs
at all the  Partnership's  residential  properties.  The increases are partially
offset by decreased repair and maintenance  costs at Park Place Apartments Phase
I and decreased  utility,  repair and maintenance  costs and carpet  replacement
costs at Willow Lake Apartments.

Operating expenses - affiliated  increased  approximately  $77,300 or 6% in 1999
primarily  as a result  of  increased  property  management  costs at all of the
Partnership's underlying properties.  The increase is also a result of increased
leasing salaries and commissions at Sabal Park Apartments, Golf Brook Apartments
and Park Place Apartments Phase I and increased  administrative  salary costs at
Sabal Park Apartments and Golf Brook  Apartments.  These increases are partially
offset by decreased  leasing salaries and commissions at Willow Lake Apartments.
Operating  expenses - affiliated are expenses incurred for services by employees
of  NTS  Development  Company,  an  affiliate  of  the  General  Partner  of the
Partnership.

Operating expenses - affiliated increased  approximately $128,000 or 12% in 1998
primarily as a result of increased  property  management costs and the fact that
in years past, apartment managers and maintenance supervisors received free rent
as  part  of  their  compensation.  Beginning  in  1998,  free  rent  for  these
individuals was discontinued and their base salary was increased.

The 1999  write-off  of  unamortized  land  improvements  and  amenities  can be
attributed  to  Golf  Brook  Apartments,  Sabal  Park  Apartments,  Willow  Lake
Apartments and Plainview Point III Office Center.  The write-offs are the result
of various  property  renovations,  including  painting and the  replacement  of
exterior  wood  at  Sabal  Park  Apartments  and  Golf  Brook  Apartments,  roof
replacement at Willow Lake Apartments and carpet  replacement at Plainview Point
III Office  Center.  The write-offs  represent the costs of unamortized  assets,
which were replaced as a result of the renovations.

The 1998  write-off  of  unamortized  land  improvements  and  amenities  can be
attributed  to Park Place  Apartments  Phase I and Willow Lake  Apartments.  The
write-offs are the result of property renovations at Park Place Apartments Phase
I for  signage  and  deck  replacements  and  Willow  Lake  Apartments  for roof
replacements.

                                     - 18 -

<PAGE>

Management's Discussion and Analysis  of  Financial  Condition  and  Results  of
--------------------------------------------------------------------------------
Operations - Continued
----------------------

The 1997 write-off of unamortized loan costs (treated as an extraordinary  item)
relates to loan costs associated with the Golf Brook, Park Place Phase I, Willow
Lake and Sabal Park Apartments  mortgages  payable.  The unamortized  loan costs
were expensed due to the fact that the  mortgages  were retired in 1997 prior to
their scheduled  maturities - August 1, 1997, October 5, 2002,  November 1, 1997
and January 5, 2003,  respectively - as a result of new financing being obtained
during 1997.

Interest expense decreased  approximately $230,000 or 11% in 1998 as a result of
the new debt  financings  at lower  interest  rates which were  obtained May 15,
September 12, and October 8, 1997. The $9,200,000  mortgage,  which was paid off
May 15,  1997,  had an  interest  rate of  8.625%  compared  to 7.43% on the new
$9,000,000 loan. The  approximately  $8,500,000 which was paid off September 12,
1997,  had an interest  rate of 9.20%  compared  to 7.32% on the new  $8,500,000
loan. The approximately  $3,900,000 and $950,000 mortgages,  which were paid off
October 8, 1997,  had an  interest  rate of 8.375%  compared to 7.74% on the new
$5,000,000  loan.  Interest expense  decreased in 1998 due to the  Partnership's
decreasing debt level as a result of principal payments made.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue  for  reporting  purposes  is on the  accrual  basis.  As a result,  the
fluctuations of revenues  between  periods will differ from the  fluctuations of
management fee expense.

Real estate taxes increased  approximately $69,500 or 8.5% in 1999 primarily due
to additional accruals necessary related to estimated property taxes for Willows
Lake  Apartments.  The increase is also the result of increased  assessments for
Sabal Park Apartments and Golf Brook Apartments.

Real estate taxes increased  approximately  $36,000 or 5% in 1998 as a result of
increased assessments for Sabal Park Apartments and Golf Brook Apartments.

Professional and administrative  expenses increased approximately $65,600 or 35%
in 1999 primarily as a result of legal costs incurred in connection  with tender
offers (see below for information regarding the Tender Offers),  increased legal
costs for general  services and  increased  employee  search fees and  temporary
services due to various vacant positions.

Professional and administrative  expenses increased approximately $35,000 or 24%
in 1998  primarily as a result of costs  incurred in connection  with the Tender
Offer. See below for information regarding the Tender Offer.

Professional and administrative  expenses - affiliated  decreased  approximately
$48,000  or 16% in  1998  primarily  as a  result  of  decreased  salary  costs.
Professional and administrative  expenses - affiliated are expenses incurred for
services performed by employees of NTS Development Company, an affiliate General
Partner of the Partnership.

Depreciation and amortization expense increased  approximately  $79,700 or 4% in
1999  primarily  as a result of the  capitalization  of a portion  of Park Place
Apartments Phase III's construction  costs  (approximately  $4,317,000),  tenant
finish at  Plainview  Point III Office  Center,  computers  and software for the
Partnership  and  signage  projects  at Sabal  Park  Apartments  and Golf  Brook
Apartments,  net of  retirements.  The increase is partially  offset by original
land  and  building  improvements  at the  Partnership's  underlying  properties
becoming fully depreciated.

                                     - 19 -

<PAGE>

Management's Discussion  and Analysis  of  Financial  Condition  and  Results of
--------------------------------------------------------------------------------
Operations - Continued
----------------------

Depreciation and amortization expense decreased  approximately $108,000 or 6% in
1998 as a result of original land improvements at Park Place Apartments Phase I,
Willow Lake Apartments and Golf Brook Apartments  becoming fully depreciated and
as a result of decreased loan cost amortization.

Depreciation is computed using the straight-line method over the useful lives of
the assets which are 5-30 years for land  improvements,  30 years for buildings,
5-30 years for  building  and  improvements  and 3-30 years for  amenities.  The
aggregate  cost of the  Partnership's  properties  for Federal  tax  purposes is
approximately $62,358,000.

Consolidated Cash Flows and Financial Conditions
------------------------------------------------

The majority of the Partnership's  cash flow is typically derived from operating
activities.  Cash  flows used in  investing  activities  are for  tenant  finish
improvements,  other capital  improvements at the  Partnership's  properties and
construction  of Park  Place  Apartments  Phase III.  Changes to current  tenant
improvements  at  commercial   properties  are  a  typical  part  of  any  lease
negotiation. Improvements generally include a revision to the current floor plan
to accommodate a tenant's  needs,  new carpeting and paint and/or  wallcovering.
The  extent and cost of these  improvements  are  determined  by the size of the
space and whether the improvements are for a new tenant or incurred because of a
lease renewal.  The tenant finish  improvements and other capital additions have
been  funded by cash flow  from  operations.  Park  Place  Apartments  Phase III
construction  costs have been funded by debt  financing,  cash reserves and cash
flow from operations.  Cash flows used in investing  activities are also for the
purchase of investment  securities.  As part of its cash management  activities,
the Partnership had periodically purchased Certificates of Deposit or securities
issued by the U.S.  Government  with  initial  maturities  of greater than three
months to improve  the return on its cash  reserves.  The  Partnership  held the
securities until maturity.  Cash flows used in financing activities are for cash
distributions,  principal payments on mortgages  payable,  repurchase of limited
partnership  Units and  payment of loan  costs.  Cash  flows  used in  financing
activities  also include cash which has been reserved by the Partnership for the
repurchase of limited  partnership Units through the Interest Repurchase Program
or the  Tender  Offers  (1999  and  1998).  Cash  flows  provided  by  financing
activities  represent  the  utilization  of cash which has been  reserved by the
Partnership  for the repurchase of limited  partnership  Units and proceeds from
mortgage loans.

Cash flows provided by (used in):

                                 1999              1998              1997
                                 ----              ----              ----
Operating activities        $ 2,352,042        $ 2,336,661       $ 2,131,543
Investing activities         (8,091,884)        (1,147,264)         (588,096)
Financing activities          5,377,020         (1,103,466)       (1,907,097)
                             -----------        -----------       -----------
Net increase (decrease) in
cash and equivalents        $  (362,822)       $    85,931       $  (363,650)
                             ===========        ===========       ===========


Net cash provided by operating activities increased  approximately $15,300 or 1%
in 1999 primarily due to an increase in accounts payable - operations  partially
offset by decreased net income.

Net cash provided by operating  activities increased  approximately  $205,000 or
10% to  $2,336,661  in 1998.  This  increase  was driven by an  increase  in net
income.

                                     - 20 -

<PAGE>

Consolidated Cash Flows and Financial Conditions - Continued
------------------------------------------------------------

The increase in net cash used in investing  activities in 1999 was primarily due
to increased capital  expenditures  (construction of Park Place Apartments Phase
III continued in 1999). The increase in net cash used in investing activities in
1998 was primarily due to increased capital  expenditures (began construction of
Park Place  Apartments  Phase III in 1998)  partially  offset by the maturity of
investment securities exceeding the purchase of investment securities.

The increase in net cash provided by financing  activities in 1999 was primarily
due to increased proceeds from mortgage loans (draws on the Park Place Phase III
loan and a new loan secured by Plainview  Point III Office Center) and decreased
cash distributions.

The decrease in net cash used in financing  activities in 1998 was primarily due
to a decrease in principal  payments  made on  mortgages  payable as a result of
debt  refinancing  done in 1997.  The  decrease  was also a result of  decreased
distributions paid and decreased loan costs. The decrease is partially offset by
increased repurchases of limited partnership Units.

During the year ended  December 31, 1999,  the  Partnership  used cash flow from
operations  and  cash  on hand to  make a  1.00%  (annualized)  distribution  of
$400,519.  During the year ended  December 31, 1998, the  Partnership  used cash
flow from operations and cash on hand to make a 1.25% (annualized)  distribution
of $520,545.  During the year ended December 31, 1997, the Partnership used cash
flow from operations and cash on hand to make a 2% (annualized)  distribution of
$862,000.  Cash distributions were reduced from 2% to 1% per quarter,  effective
June  30,  1998,  as a  result  of  capital  improvements  at the  Partnership's
properties  including the  construction of Park Place  Apartments Phase III. The
annualized  distribution rate is calculated as a percent of the original capital
contribution. The limited partners received 99% and the General Partner received
1%  of  these  distributions.   The  primary  source  of  future  liquidity  and
distributions is expected to be derived from cash generated by the Partnership's
properties  after the  construction of Park Place Apartments Phase III and other
capital  improvements  are funded and adequate cash reserves are established for
future  leasing and tenant finish costs.  It is  anticipated  that the cash flow
from  operations,  cash  reserves  and  the  remaining  funds  available  on the
$12,200,000  mortgage payable (balance is $11,186,637 at December 31, 1999) will
be sufficient  to meet the needs of the  Partnership.  Cash reserves  (which are
unrestricted  cash and  equivalents  and  investment  securities as shown on the
Partnership's  balance sheet as of December 31) were $0, $362,822 and $1,839,704
at December 31, 1999, 1998 and 1997, respectively.

The  Partnership  does not expect any  material  changes in the mix and relative
cost of capital  resources  from those in 1999 except for the completion of Park
Place Apartments Phase III, as discussed below.

                                     - 21 -

<PAGE>

Consolidated Cash Flows and Financial Conditions - Continued
------------------------------------------------------------

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1999, 1998 and 1997.

                                                  Cash
                         Net Income           Distributions            Return of
                         Allocated              Declared                Capital
                         ---------              --------                -------
Limited Partners:
                1999   $ (185,285)             $   396,514            $  396,514
                1998      453,154                  515,339                62,185
                1997      106,042                  853,625               747,583
General Partner:
                1999   $   (1,872)             $     4,005            $    4,005
                1998        4,577                    5,206                   629
                1997        1,071                    8,622                 7,551

On March 21, 2000, the Partnership  notified its limited  partners that it would
be  suspending  distributions  starting  January  1,  2000.  The  suspension  is
necessary due to significant capital  improvements  essential to maintaining the
buildings and facilities  owned by the  Partnership  at Willow Lake  Apartments,
Park Place Apartments Phase I, Sabal Park Apartments and Golf Brook Apartments.

The  Partnership's  cash  position  will be  evaluated  on an  ongoing  basis to
determine when resumption of distributions is appropriate.

The demand on future  liquidity has increased as a result of the construction of
Park  Place  Apartments  Phase  III  (152  units)  on the 15  acres  of land the
Partnership  owns which is adjacent to the  existing  Park Place  Apartments  in
Lexington, Kentucky.  Construction began in 1998 and is expected to be completed
in May 2000. It is currently  estimated  that the total cost of the project will
be  $11,000,000.  Construction  costs are being  funded  by  $7,200,000  of loan
proceeds from the Park Place  Apartments  Phase I and III loan, a portion of the
$2,500,000  loan proceeds from the Plainview  Point III Office Center loan, cash
from  operations  and cash  reserves.  As of December  31, 1999,  $1,013,363  is
available on the mortgage payable for construction  costs.  Through December 31,
1999, approximately $9,769,000 of cost had been incurred.

Construction  in  progress  included in land,  buildings  and  amenities  on the
December 31, 1999 Balance Sheet relates primarily to Park Place Apartments Phase
III.  Included  in  the  cost  of  approximately   $5,194,000  is  approximately
$5,100,000  related directly to Phase III  construction.  The remaining costs of
$94,000 relate to clubhouse costs at Park Place  Apartments  Phase I and III and
tenant finish costs at Plainview Point III Office Center.

In the next 12 months,  the demand on future  liquidity is also  anticipated  to
increase as the  Partnership  continues  its efforts in the leasing of Plainview
Point III Office  Center.  At this time,  the future  leasing and tenant  finish
costs which will be required to renew the current leases that expire during 2000
or obtain new tenants are unknown.

The Partnership has also started  renovations of the community clubhouse at Park
Place,  Golf  Brook and Sabal  Park  Apartments  during  1999.  It is  currently
estimated the aggregate  cost for all three  renovations  will be  approximately
$630,000.  The Partnership is funding the renovations partly from cash flow from
operations  and  partly  from  financing  in the amount of  $2,500,000  which is
secured by Plainview Point III Office Center.  The remaining  proceeds are being
used to fund a portion of the  capital  expenditures  at Park  Place  Apartments
Phase III and Plainview Point III Office Center.

                                     - 22 -

<PAGE>

Consolidated Cash Flows and Financial Conditions - Continued
------------------------------------------------------------

The demand on future liquidity will also increase as a result of the replacement
of the roofs at both the Willow Lake  Apartments  (26  buildings) and Park Place
Phase I apartments (24  buildings)  all of which were  installed  using shingles
produced by a single manufacturer.  The shingles appear to contain defects which
may cause roofs to fail before the end of their  expected  useful lives.  As the
manufacturer has declared bankruptcy, the Partnership does not expect to be able
to recover any of the costs of the roof  replacements.  The Partnership does not
have sufficient working capital to make all of the roof replacements at once and
intends  to make the  replacements  over the next 36  months.  The total cost of
replacing all of the roofs is estimated to be $1,000,000 ($20,000 per building).

Such demand as discussed  above will be managed by the General Partner via funds
from  operations  or  additional   borrowings   secured  by  the   Partnership's
properties. There can be no guarantee that such funds will be available at which
time the General  Partner will manage the demand on  liquidity  according to the
best interest of the Partnership.

The  Partnership  had no other material  commitments  for renovations or capital
expenditures at December 31, 1999.

Pursuant to Section 61.4 of the Partnership's  Amended and Restated Agreement of
Limited Partnership,  the Partnership established an Interest Repurchase Reserve
in December 1995.  During the years ended December 31, 1998,  1997 and 1996, the
Partnership has funded  $400,000,  $300,000 and $705,380,  respectively,  to the
reserve.  Through October 25, 1998 (the commencement of the First Tender Offer),
the Partnership had repurchased a total of 6,846 Units for $1,861,200 at a price
ranging from $250 to $350 per unit. The 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 the units.  Repurchased Units have
been retired by the Partnership,  thus increasing the percentage of ownership of
each remaining limited partner  investor.  The Interest  Repurchase  Reserve was
funded  from cash  reserves.  The funds  remaining  in the  Interest  Repurchase
Reserve at the  commencement  of the First Tender Offer  (discussed  below) were
returned to unrestricted cash for utilization in the Partnership's operations.

On October  20,  1998,  the  Partnership  and ORIG,  LLC,  an  affiliate  of the
Partnership, (the "bidders") commenced a tender offer (the "First Tender Offer")
to  purchase up to 1,250 of the  Partnership's  limited  Partnership  Units at a
price of $350 per Unit.  The initial  expiration  date of the First Tender Offer
was January 18, 1999, and this expiration date was subsequently extended through
March 31,  1999. A total of 2,103 Units were  tendered and the bidders  accepted
all Units tendered. The Partnership  repurchased 750 Units at a cost of $262,500
and ORIG,  LLC purchased  1,353 Units at a total cost of $473,550.  The expenses
associated with the First Tender Offer were  approximately  $52,000.  Units that
were acquired by the Partnership were retired. Units that were acquired by ORIG,
LLC were held by it. The General Partner,  NTS-Properties Associates VI, did not
participate in the First Tender Offer.

On  June  25,  1999,  the  Partnership  and  ORIG,  LLC,  an  affiliate  of  the
Partnership, (the "bidders") commenced a second tender offer (the "Second Tender
Offer") to purchase up to 1,000 of the Partnership's  limited  partnership Units
at a price  of $350  per Unit as of the date of the  Second  Tender  Offer.  The
initial  expiration  date of the Second  Tender  Offer was August 31,  1999.  On
August 23, 1999,  the price was  increased  to $370 per Unit and the  expiration
date was extended to September 30, 1999.

                                     - 23 -

<PAGE>

Consolidated Cash Flows and Financial Conditions - Continued
------------------------------------------------------------

Under the terms of the Second Tender  Offer,  the Second Tender Offer expired on
September 30, 1999. As of that date, 2,801 Units were tendered,  pursuant to the
Second  Tender  Offer,  and  the  bidders  accepted  all  Units  tendered.   The
Partnership  purchased  500 Units at a cost of $185,000 and ORIG,  LLC purchased
2,301 Units at a cost of $851,370.  The expenses  associated with  administering
the Second Tender Offer were approximately  $38,000.  The General Partner,  NTS-
Properties Associates VI, did not participate in the Second Tender Offer.

On  November  9, 1999,  the  Partnership  and ORIG,  LLC,  an  affiliate  of the
Partnership,  (the "bidders")  commenced a third tender offer (the "Third Tender
Offer") to purchase up to 500 of the Partnership's  limited partnership Units at
a price of $380 per Unit as of the date of the  Third  Tender  Offer.  The Third
Tender  Offer  stated that the  Partnership  would  purchase the first 250 Units
tendered and would fund its purchases and its portions of the expenses from cash
flow from  operations.  If more than 250 Units were  tendered,  ORIG,  LLC would
purchase up to an additional  250 Units.  If more than 500 Units were  tendered,
the bidders could choose to acquire the additional Units on a pro rata basis.

On December 23, 1999, the Third Tender Offer expired. As of that date a total of
1,085 Units were tendered,  pursuant to the Third Tender Offer,  and the bidders
accepted all Units tendered.  The  Partnership  purchased 250 Units at a cost of
$95,000 and ORIG,  LLC purchased  835 Units at a cost of $317,300.  The expenses
associated with administering the Third Tender Offer were approximately $13,500.
Units that were acquired by the Partnership  have been retired.  Units that were
acquired by ORIG, LLC are being held by it. The General Partner,  NTS-Properties
Associates VI, did not participate in the Third Tender Offer.

In an effort to continue to improve occupancy at the  Partnership's  residential
properties,  the  Partnership  has an on-site leasing staff who are employees of
NTS Development Company, at each of the apartment communities. The staff handles
all on-site visits from potential  tenants,  coordinates  local advertising with
NTS Development  Company's  marketing staff,  makes visits to local companies to
promote  fully  furnished  units and  negotiates  lease  renewals  with  current
residents.

The leasing and renewal  negotiations for the Partnership's  commercial property
are handled by leasing agents,  employees of NTS Development Company, located in
Louisville,  Kentucky.  The leasing  agent's are located in the same city as the
commercial property.  All advertising for the commercial property is coordinated
by NTS Development Company's marketing staff located in Louisville, Kentucky.

Leases at Plainview  Point III Office  Center  provide for tenants to contribute
toward the payment of increases in common area maintenance expenses,  insurance,
utilities and real estate  taxes.  These lease  provisions,  along with the fact
that residential  leases are generally for a period of one year,  should protect
the Partnership's operations from the impact of inflation and changing prices.

Year 2000
---------

During  1999,  all  divisions  of  NTS  Corporation,   including  NTS-Properties
Associates  VI, the  General  Partner of the  Partnership,  reviewed  the effort
necessary  to  prepare  NTS'  information   systems  (IT)  and   non-information
technology  with embedded  technology  (ET) for the Year 2000.  The  information
technology  solutions  were  addressed  separately  for the Year 2000  since the
Partnership  saw the  need to move to more  advance  management  and  accounting
systems made  available by new technology  and software  development  during the
decade of the  1990's.  NTS'  property  management  staff  surveyed  vendors  to
evaluate  embedded  technology in its alarm systems,  HVAC  controls,  telephone
systems and other computer associated  facilities.  Some equipment was replaced,
while others had circuitry upgrades.

In 1999, the PILOT software system,  purchased in the early 1990's, was replaced
by a windows based network system both for NTS' headquarter  functions and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa Barbara, California was selected to replace PILOT.

                                     - 24 -

<PAGE>

Year 2000 - Continued
---------------------

This system is fully  implemented  and operational as of December 31, 1999. NTS'
system for multi-family  apartment  locations was converted to GEAC's Power Site
System  earlier in 1998.  There  have been no Year 2000  related  problems  with
either system.

The cost of these advances in NTS' systems  technology are not all  attributable
to the Year 2000 issue  since NTS had already  identified  the need to move to a
network based system regardless of the Year 2000. The Partnership's share of the
of the costs  involved  were  approximately  $19,000  in 1998 and  approximately
$81,000  in  1999.  These  costs  include  primarily  the  purchase,  lease  and
maintenance of hardware and software.

At the date of this filing the  Partnership  did not experience any  significant
operating issues relative to the Year 2000 issue. Despite diligent  preparation,
unanticipated  third-party  failures,  inability of the Partnership's tenants to
pay rent when due,  more general  public  infrastructure  failures or failure of
NTS' remediation  efforts as planned could have a material adverse impact on the
Partnership's  results of operations,  financial conditions and/or cash flows in
2000 and beyond.

Cautionary Statements
---------------------

Some of the  statements  included in Items 1 and 2, Business and  Properties and
Item 7, Management's  Discussion and Analysis of Financial Condition and Results
of Operations,  may be considered to be "forward-looking  statements" since such
statements relate to matters which have not yet occurred.  For example,  phrases
such as "the Partnership anticipates",  "believes" or "expects" indicate that it
is possible  that the event  anticipated,  believed  or expected  may not occur.
Should such event not occur, then the result which the Partnership expected also
may  not  occur  or  occur  in a  different  manner,  which  may be more or less
favorable to the Partnership. The Partnership does not undertake any obligations
to  publicly  release  the  result  of any  revisions  to these  forward-looking
statements that may be made to reflect any future events or circumstances.

Any forward-looking statements included in Managements's Discussion and Analysis
of Financial  Condition and Results of Operations,  or elsewhere in this report,
which reflect  management's best judgement based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking  statements as a result of a number of factors, including
but not  limited  to those  discussed  below.  Any  forward-looking  information
provided by the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

The Partnership's principal activity is the leasing and management of commercial
office  buildings and apartment  complexes.  If a major  commercial  tenant or a
large number of apartment  leases  defaults on their  lease,  the  Partnership's
ability to make  payments  due under its debt  agreements,  payment of operating
costs and other  partnership  expenses  would be directly  impacted.  A lessee's
ability to make  payments are subject to risks  generally  associated  with real
estate,  many of which are beyond  the  control  of the  Partnership,  including
general or local economic conditions,  competition,  interest rates, real estate
tax rates, other operating expenses and acts of God.

The  Partnership  plans to replace the roofs at both the Willow Lake  Apartments
(26  buildings)  and Park Place Phase I apartments  (24  buildings) all of which
were installed using shingles  produced by a single  manufacturer.  The shingles
appear to contain  defects which may cause roofs to fail before the end of their
expected  useful  lives.  As  the  manufacturer  has  declared  bankruptcy,  the
Partnership  does not expect to be able to recover  any of the costs of the roof
replacements.  The Partnership does not have sufficient  working capital to make
all of the roof  replacements at once and intends to make the replacements  over
the next 36 months.

                                     - 25 -

<PAGE>

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed rate with the exception of the $2,298,001 note payable that bears interest
at the  Euro-Rate  plus 225 basis points and the $52,500 note payable that bears
interest at the Prime Rate + 1%. At December 31, 1999, a hypothetical  100 basis
point  increase in  interest  rates would  result in an  approximately  $904,300
decrease  in the fair value of debt and an  approximately  $23,500  increase  in
interest expense.

                                     - 26 -

<PAGE>

Item 8.           Financial Statements and Supplementary Data
                  -------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------

To NTS-Properties VI, a Maryland Limited Partnership:

We have audited the accompanying balance sheets of NTS-Properties VI, a Maryland
Limited  Partnership,  as of  December  31,  1999  and  1998,  and  the  related
statements of operations,  partners' equity and cash flows for each of the three
years in the period ended December 31, 1999. These financial  statements and the
schedules  referred  to  below  are  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of NTS-Properties VI, a Maryland
Limited  Partnership,  as of December 31, 1999 and 1998,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a whole.  The  schedules  included  on pages 49
through 52 are  presented  for purposes of  complying  with the  Securities  and
Exchange  Commission's  rules and are not a required part of the basic financial
statements.  These  schedules  have been  subjected to the  auditing  procedures
applied in our audits of the basic  financial  statements  and, in our  opinion,
fairly state in all  material  respects the  financial  data  required to be set
forth therein in relation to the basic financial statements taken as a whole.

                                                    ARTHUR ANDERSEN LLP



Louisville, Kentucky
March 24, 2000

                                     - 27 -

<PAGE>
<TABLE>
                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

                                 BALANCE SHEETS
                                 --------------

                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------
<CAPTION>

                                              1999           1998
                                              ----           ----
ASSETS
<S>                                       <C>           <C>
Cash and equivalents                      $      --     $   362,822
Cash and equivalents - restricted             206,697       446,097
Accounts receivable                           195,399       125,474
Land, buildings and amenities, net         48,357,129    41,751,683
Other assets                                  451,425       493,329
                                          -----------   -----------

                                          $49,210,650   $43,179,405
                                          ===========   ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable                $33,312,443   $27,119,180
Accounts payable-operations                   573,834       245,279
Accounts payable-construction                 831,677       319,757
Retainage payable                             245,164       141,280
Distributions payable                            --         102,497
Security deposits                             214,523       222,794
Other liabilities                             221,597        87,030
                                          -----------   -----------

                                           35,399,238    28,237,817


Commitments and contingencies (Note 10)


Partners' equity                           13,811,412    14,941,588
                                          -----------   -----------

                                          $49,210,650   $43,179,405
                                          ===========   ===========
</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                     - 28 -

<PAGE>
<TABLE>
                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------
<CAPTION>
                                                          1999           1998          1997
                                                          ----           ----          ----
Revenues:
---------
<S>                                                   <C>            <C>           <C>
Rental income                                         $ 9,532,786    $ 9,695,585   $ 9,493,634
Interest and other income                                  44,190        139,911       114,639
                                                      -----------    -----------   -----------

                                                        9,576,976      9,835,496     9,608,273
Expenses:
---------

Operating expenses                                      2,465,394      2,580,618     2,495,455
Operating expenses - affiliated                         1,296,779      1,219,445     1,091,454
Write-off of unamortized land
improvements and amenities                                255,006         65,060          --
Interest expense                                        1,986,488      1,962,133     2,194,368
Management fees                                           497,764        494,494       480,335
Real estate taxes                                         884,921        815,422       779,214
Professional and administrative
expenses                                                  252,152        186,533       150,846
Professional and administrative
expenses - affiliated                                     243,615        251,719       300,159
Depreciation and amortization                           1,882,014      1,802,341     1,910,785
                                                      -----------    -----------   -----------

                                                        9,764,133      9,377,765     9,402,616
                                                      -----------    -----------   -----------


Income(loss) before extraordinary item                   (187,157)       457,731       205,657
Extraordinary item:
Write-off unamortized loan costs                             --             --         (98,544)
                                                      -----------    -----------   -----------

Net income(loss)                                      $  (187,157)   $   457,731   $   107,113
                                                      ===========    ===========   ===========


Net income(loss) allocated to the limited partners:

Income(loss) before extraordinary                     $  (185,285)   $   453,154   $   203,600
item
Extraordinary item                                           --             --         (97,558)
                                                      -----------    -----------   -----------

Net income(loss)                                      $  (185,285)   $   453,154   $   106,042
                                                      ===========    ===========   ===========


Net income(loss) per limited partnership Unit:

Income(loss) before extraordinary                     $     (4.66)   $     10.96   $      4.76
item
Extraordinary item                                           --             --           (2.28)
                                                      -----------    -----------   -----------

Net income(loss)                                      $     (4.66)   $     10.96   $      2.48
                                                      ===========    ===========   ===========

Weighted average number of limited
partnership units                                          39,751         41,334        42,817
                                                      ===========    ===========   ===========
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                     - 29 -


<PAGE>
<TABLE>
                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

                       STATEMENTS OF PARTNERS' EQUITY (1)
                       ----------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------
<CAPTION>

                                        Limited         General
                                        Partners        Partners        Total
                                        --------        --------        -----
<S>                                 <C>             <C>             <C>
Balances at December 31, 1996       $ 16,679,266    $   (179,280)   $ 16,499,986

Net income                               106,042           1,071         107,113

Distributions declared                  (853,625)         (8,622)       (862,247)

Repurchase of limited partnership
 Units                                   (41,500)           --           (41,500)
                                    ------------    ------------    ------------

Balances at December 31, 1997         15,890,183        (186,831)     15,703,352

Net income                               453,154           4,577         457,731

Distributions declared                  (515,339)         (5,206)       (520,545)

Repurchase of limited partnership
 Units                                  (698,950)           --          (698,950)
                                    ------------    ------------    ------------

Balances at December 31, 1998         15,129,048        (187,460)     14,941,588

Net (loss)                              (185,285)         (1,872)       (187,157)

Distribution declared                   (396,514)         (4,005)       (400,519)

Repurchase of limited partnership
 Units                                  (542,500)           --          (542,500)
                                    ------------    ------------    ------------
Balances at December 31, 1999       $ 14,004,749    $   (193,337)   $ 13,811,412
                                    ============    ============    ============
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

(1)      For the periods presented, there are no elements of other comprehensive
         income as defined by the Financial Accounting Standards Board,Statement
         of  Financial   Accounting  Standards  Statement  No.  130,   Reporting
                                                                       ---------
         Comprehensive Income.
         ---------------------

                                     - 30 -

<PAGE>
<TABLE>
                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------
<CAPTION>

                                                        1999            1998            1997
                                                        ----            ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                               <C>             <C>             <C>
Net income(loss)                                  $   (187,157)   $    457,731    $    107,113
Adjustments to reconcile net income to net cash
provided by operating activities:
 Accrued interest on investment securities                --            11,426          (4,048)
 Amortization of capitalized leasing costs                --              --             2,244
 Write-off of unamortized land improvements
  and amenities                                        255,006          65,060            --
 Write-off unamortized loan costs                         --              --            98,544
 Depreciation and amortization                       1,882,014       1,802,341       1,910,785
 Changes in assets and liabilities:
  Cash and equivalents - restricted                    (23,100)          6,491         141,609
  Accounts receivable                                  (69,925)        (14,322)         25,242
  Other assets                                          40,353         (47,168)          2,121
  Accounts payable-operations                          328,555          50,114        (154,003)
  Security deposits                                     (8,271)        (14,707)        (13,313)
  Other liabilities                                    134,567          19,695          15,249
                                                  ------------    ------------    ------------

 Net cash provided by operating activities           2,352,042       2,336,661       2,131,543
                                                  ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Additions to land, buildings and amenities          (8,707,688)     (3,159,688)       (114,598)
Account payable - construction                         615,804         461,037            --
Purchase of investment securities                         --        (1,004,314)     (3,931,387)
Maturity of investment securities                         --         2,555,701       3,457,889
                                                  ------------    ------------    ------------

 Net cash used in investing activities              (8,091,884)     (1,147,264)       (588,096)
                                                  ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Principal payments on mortgages payable             (1,639,716)     (1,010,041)    (27,730,493)
Proceeds from mortgage loans and note payable        7,832,979       1,256,658      27,200,000
Cash distributions                                    (503,017)       (631,736)       (865,252)
Repurchase of limited partnership Units               (542,500)       (698,950)        (41,500)
Additions to loan costs                                (33,226)        (74,377)       (211,352)
Cash and equivalents - restricted                      262,500          54,980        (258,500)
                                                  ------------    ------------    ------------

 Net cash provided by (used in) financing            5,377,020      (1,103,466)     (1,907,097)
  activities                                      ------------    ------------    ------------

 Net increase (decrease) in cash and
  equivalents                                         (362,822)         85,931        (363,650)

CASH AND EQUIVALENTS, beginning of year                362,822         276,891         640,541
                                                  ------------    ------------    ------------

CASH AND EQUIVALENTS, end of year                 $       --      $    362,822    $    276,891
                                                  ============    ============    ============

Interest paid on a cash basis                     $  2,014,332    $  1,965,603    $  2,284,228
                                                  ============    ============    ============
</TABLE>
The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                     - 31 -


<PAGE>

                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------

1.       Significant Accounting Policies
         -------------------------------

         A)       Organization
                  ------------

                  NTS-Properties   VI,  a  Maryland  Limited   Partnership  (the
                  "Partnership")  is a limited  partnership  organized under the
                  laws of the  State of  Maryland  on  December  27,  1984.  The
                  General  Partner is  NTS-Properties  Associates VI (a Kentucky
                  limited  partnership).  The  Partnership is in the business of
                  developing,   constructing,  owning  and  operating  apartment
                  complexes and commercial real estate.

         B)       Properties
                  ----------

                  The Partnership owns and operates the following properties:

                  -        Sabal Park Apartments,  a 162-unit  luxury  apartment
                           complex in Orlando, Florida

                  -        Park Place  Apartments  Phase  I,  a  180-unit luxury
                           apartment complex in Lexington, Kentucky

                  -        Willow Lake Apartments,  a 207-unit  luxury apartment
                           complex in Indianapolis, Indiana

                  -        Park Place  Apartments  Phase III, a 152-unit  luxury
                           apartment  complex in Lexington,  Kentucky  currently
                           under  construction (68 units have been certified for
                           occupancy at December 31, 1999)

                  -        A  96%  joint   venture   interest   in  Golf   Brook
                           Apartments,  a 195- unit luxury apartment  complex in
                           Orlando, Florida

                  -        A 95% joint venture  interest in Plainview  Point III
                           Office  Center,  an office center with  approximately
                           62,000   net   rentable   square   feet   located  in
                           Louisville, Kentucky

         C)       Allocation of Net Income (Loss) and Cash Distributions
                  ------------------------------------------------------

                  Pre-Termination  Date Net Cash  Receipts  and Interim Net Cash
                  Receipts,  as defined in the  partnership  agreement and which
                  are made available for  distribution,  will be distributed 99%
                  to the limited  partners  and 1% to the General  Partner.  Net
                  Cash Proceeds, as defined in the partnership  agreement,  will
                  be  distributed  1) 99% to the limited  partners and 1% to the
                  General Partner until the limited  partners have received cash
                  distributions  from all sources (except  Pre-Termination  Date
                  Net Cash Receipts) equal to their Original Capital; and 2) the
                  remainder,  80% to the limited partners and 20% to the General
                  Partner.  Net  operating  income  shall  be  allocated  to the
                  limited  partners  and the General  Partner in  proportion  to
                  their respective cash distributions.

                  Net Operating Income in excess of cash  distributions  and Net
                  Gains from Sales shall be allocated  as follows:  (1) pro rata
                  to all partners with a negative  capital  account in an amount
                  to restore the negative  capital  account to zero;  (2) 99% to
                  the limited  partners and 1% to the General  Partner until the
                  limited  partners  have  received  an  amount  equal  to their
                  Original Capital less cash distributions  except distributions
                  of  Pre-Termination  Date Net Cash Receipts;  (3) the balance,
                  80% to the limited  partners  and 20% to the General  Partner.
                  Net  Operating  Losses shall be  allocated  99% to the limited
                  partners  and  1% to  the  General  Partner  for  all  periods
                  presented in the accompanying Financial Statements.

                                     - 32 -

<PAGE>

1.       Significant Accounting Policies - Continued
         -------------------------------------------

         D)       Tax Status
                  ----------

                  The  Partnership  has  received  a ruling  from  the  Internal
                  Revenue  Service stating that the Partnership is classified as
                  a limited  partnership  for federal  income tax  purposes.  As
                  such, the Partnership makes no provision for income taxes. The
                  taxable income or loss is passed through to the holders of the
                  partnership interests for inclusion on their individual income
                  tax returns.

                  A reconciliation of net income (loss) for financial  statement
                  purposes versus that for income tax reporting is as follows:

                                1999                1998                 1997
                                ----                ----                 ----

Net income (loss)            $(187,157)           $ 457,731           $ 107,113

Items handled differently
 for tax purposes:

  Depreciation and
   amortization               (198,220)            (117,115)            (86,287)
  Retirement of fixed
   assets                     (125,914)              15,420                --
  Capitalized leasing
   costs                        86,459               51,951              34,898
  Rental income                 25,331                9,664              37,172
                              ---------            ---------           ---------

Taxable income (loss)        $(399,501)           $ 417,651           $  92,896
                              =========            =========           =========

         E)       Use of Estimates in the Preparation of Financial Statements
                  -----------------------------------------------------------

                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported  amounts of revenues and expenses  during the
                  reporting  period.  Actual  results  could  differ  from those
                  estimates.

         F)       Joint Venture Accounting
                  ------------------------

                  Since inception, the Partnership has adopted the proportionate
                  consolidation   method  of   accounting   for  joint   venture
                  properties.  The Partnership's  proportionate  interest in the
                  venture's  assets,  liabilities,  revenues,  expenses and cash
                  flows  are   combined  on  a   line-by-line   basis  with  the
                  Partnership's own assets, liabilities,  revenues, expenses and
                  cash flows.  All intercompany  accounts and transactions  have
                  been eliminated in consolidation.

                  Proportionate consolidation is utilized by the Partnership due
                  to the fact that the ownership of joint venture properties, in
                  substance,  is not  subject  to joint  control.  The  managing
                  General  Partners  of the  sole  General  Partner  of the  NTS
                  sponsored  partnerships  which have formed joint  ventures are
                  substantially   the  same.   As  such,   decisions   regarding
                  financing,  development, sale or operations do not require the
                  approval  of  different  partners.   Additionally,  the  joint
                  venture properties are in the same  business/industry as their
                  respective joint venture partners and their asset,  liability,
                  revenue and expense  accounts  correspond with the accounts of
                  such partner.  It is the belief of the General  Partner of the
                  Partnership that the financial statement disclosures resulting
                  from  the  use  of  proportionate   consolidation  provides  a
                  meaningful  presentation  of  assets,  liabilities,  revenues,
                  expenses  and  cash  flows  given  the   commonality   of  the
                  Partnership's operations.

                                     - 33 -

<PAGE>

1.       Significant Accounting Policies - Continued
         -------------------------------------------

         G)       Cash and Equivalents - Restricted
                  ---------------------------------

                  Cash and  equivalents - restricted  represents  funds received
                  for  residential  security  deposits,  funds  which  have been
                  escrowed  with  mortgage  companies  for  property  taxes  and
                  insurance  in  accordance  with  the  loan  agreements,  funds
                  reserved  by the  Partnership  for the  repurchase  of limited
                  partnership  Units  (December 31, 1997) and funds  reserved by
                  the Partnership for the purchase of limited  partnership Units
                  under the Tender Offer (December 31, 1998 - see Note 6).

         H)       Investment Securities
                  ---------------------

                  Investment securities represent investments in Certificates of
                  Deposit  or  securities  issued  by the U.S.  Government  with
                  initial   maturities  of  greater  than  three   months.   The
                  investments  are  carried  at cost which  approximates  market
                  value.  The  Partnership  held the securities  until maturity.
                  During 1999, 1998 and 1997, the Partnership sold no investment
                  securities.

                  As of December  31,  1999 and 1998,  the  Partnership  held no
                  investment  securities  with initial  maturities  greater than
                  three months.

         I)       Basis of Property and Depreciation
                  ----------------------------------

                  Land,  buildings  and  amenities  are  stated  at  cost to the
                  Partnership.  Costs directly  associated with the acquisition,
                  development  and  construction  of a project are  capitalized.
                  Depreciation is computed using the  straight-line  method over
                  the estimated  useful lives of the assets which are 5-30 years
                  for  land   improvements,   5-30   years  for   building   and
                  improvements,  3-30  years for  amenities  and the  applicable
                  lease term for tenant improvements.

                  Statement of Financial  Accounting  Standards  (SFAS) No. 121,
                  Accounting  for the  Impairment of  Long-Lived  Assets and for
                  Long- Lived Assets to be Disposed Of, specifies  circumstances
                  in  which  certain  long-lived  assets  must be  reviewed  for
                  impairment.  If such review indicates that the carrying amount
                  of an asset exceeds the sum of its expected future cash flows,
                  the asset's carrying value must be written down to fair value.
                  Application  of this standard  during the years ended December
                  31, 1999, 1998 and 1997 did not result in an impairment loss.

        J)        Rental Income and Deferred Leasing Commissions
                  ----------------------------------------------

                  Certain of the  Partnership's  lease  agreements  at Plainview
                  Point III Office Center are  structured  to include  scheduled
                  and  specified   rent  increases  over  the  lease  term.  For
                  financial reporting purposes,  the income from these leases is
                  being recognized on a straight-line basis over the lease term.
                  Accrued  income  connected  with these  leases is  included in
                  accounts   receivable  and  totaled  $44,671  and  $42,584  at
                  December 31, 1999 and 1998, respectively. All commissions paid
                  to commercial  leasing  agents are deferred and amortized over
                  the term of the lease to which they apply.

         K)       Advertising
                  -----------

                  The Partnership expenses  advertising-type  costs as incurred.
                  Advertising  expense was immaterial to the Partnership  during
                  the years ended December 31, 1999, 1998 and 1997.

         L)       Statements of Cash Flows
                  ------------------------

                  For purposes of  reporting  cash flows,  cash and  equivalents
                  include cash on hand and short-term, highly liquid investments
                  with initial maturities of three months or less.

                                     - 34 -

<PAGE>

2.       Concentration of Credit Risk
         ----------------------------

         The  Partnership  owns and  operates,  either wholly or through a joint
         venture, residential properties in Kentucky (Louisville and Lexington),
         Indiana  (Indianapolis)  and Florida  (Orlando).  The apartment unit is
         generally the principal  residence of the tenant.  The Partnership also
         owns and operates,  through a joint venture,  a commercial  property in
         Louisville,  Kentucky.  Substantially  all of  the  tenants  are  local
         businesses or are  businesses  which have  operations in the Louisville
         area.

3.       Investment in Joint Ventures
         ----------------------------

         A)       NTS Sabal Golf Villas Joint Venture

                  In  1985,  the  Partnership   entered  into  a  joint  venture
                  agreement  with  NTS-Properties  IV to develop and construct a
                  158-unit luxury apartment complex on a 13.15-acre site located
                  in Orlando,  Florida,  known as Golf Brook Apartments Phase I.
                  NTS-Properties  IV contributed  land valued at $1,900,000 with
                  an outstanding  note payable to a bank of $1,200,000 which was
                  secured  by  the  land.  The   Partnership   contributed   the
                  construction and carrying costs of the apartment complex.

                  In 1987,  the joint  venture  agreement was amended to include
                  Golf Brook  Apartments  Phase II, a 37-unit  luxury  apartment
                  complex  located on a 3.069 acre site  adjacent  to Golf Brook
                  Apartments   Phase  I.  The  Partnership   contributed   land,
                  construction  costs,  and the cost of the  initial  leasing of
                  this second phase.

                  The   Partnership   made    contributions   of   approximately
                  $15,800,000  for  construction  and carrying costs and retired
                  the  $1,200,000  note  payable in 1987,  which  increased  the
                  Partnership's percentage interest in the joint venture.

                  The  net  income  and  net  loss  is  allocated  based  on the
                  respective  partnership's  contribution  as of the end of each
                  calendar quarter. The Partnership's ownership share was 96% at
                  December  31,  1999.  The  Partnership's  share  of the  joint
                  venture's  revenues was $2,861,714  (1999),  $2,926,168 (1998)
                  and $2,747,335  (1997).  The Partnership's  share of the joint
                  venture's  expenses was $1,992,610  (1999),  $1,899,120 (1998)
                  and $1,781,475 (1997).

         B)       Plainview Point III Joint Venture
                  ---------------------------------

                  In  1987,  the  Partnership   entered  into  a  joint  venture
                  agreement with  NTS-Properties  IV to develop and construct an
                  approximately  62,000 square foot office  building  located in
                  Louisville,  Kentucky  known as  Plainview  Point  III  Office
                  Center.

                  NTS-Properties  IV contributed land valued at $790,000 with an
                  outstanding  note  payable  to a bank of  $550,000  which  was
                  secured  by  the  land.  The   Partnership   contributed   the
                  construction   and  carrying   costs  of  the   complex.   The
                  Partnership made contributions of approximately $4,100,000 for
                  construction  and carrying costs and retired the $550,000 note
                  payable in 1987, which increased the Partnership's  percentage
                  interest in the joint venture.  The net income and net loss is
                  allocated based on the respective  partnership's  contribution
                  as of the  end of each  calendar  quarter.  The  Partnership's
                  ownership   share  was  95%  at   December   31,   1999.   The
                  Partnership's  share  of  the  joint  venture's  revenues  was
                  $810,536  (1999),  $781,388  (1998) and $737,948  (1997).  The
                  Partnership's  share  of  the  joint  venture's  expenses  was
                  $675,165 (1999), $848,332 (1998) and $805,215 (1997).

                                     - 35 -

<PAGE>

4.       Land, Buildings and Amenities
         -----------------------------

         The  following  schedule  provides  an  analysis  of the  Partnership's
         investment in property held for lease as of December 31:

                                            1999                  1998
                                            ----                  ----

Land and improvements                    $15,867,093           $14,899,011
Buildings, improvements and
 amenities                                58,454,877            51,514,528
                                          ----------            ----------

                                          74,321,970            66,413,539
Less accumulated depreciation             25,964,841            24,661,856
                                          ----------            ----------

                                         $48,357,129           $41,751,683
                                          ==========            ==========

5.       Interest Repurchase Reserve
         ---------------------------

         Pursuant to Section  61.4 of the  Partnership's  Amended  and  Restated
         Agreement  of  Limited  Partnership,  the  Partnership  established  an
         Interest  Repurchase  Reserve in December 1995.  During the years ended
         December 31, 1998, 1997 and 1996, the Partnership has funded  $400,000,
         $300,000 and $705,380,  respectively,  to the reserve.  Through October
         25,  1998  (the  commencement  date of the  First  Tender  Offer),  the
         Partnership  has repurchased a total of 6,846 Units for $1,861,200 at a
         price ranging from $250 to $350 per unit.  The 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
         the units. Repurchased Units have been retired by the Partnership, thus
         increasing  the  percentage  of  ownership  of each  remaining  limited
         partner investor.  The Interest Repurchase Reserve was funded from cash
         reserves. The funds remaining in the Interest Repurchase Reserve at the
         commencement of the First Tender Offer (discussed  below) were returned
         to unrestricted cash for utilization in the Partnership's operations.

6.       Tender Offer
         ------------

         On October 20, 1998, the Partnership and ORIG, LLC, an affiliate of the
         Partnership,  (the  "bidders")  commenced  a tender  offer (the  "First
         Tender  Offer") to  purchase up to 1,250 of the  Partnership's  limited
         Partnership  Units  at a price  of $350  per Unit as of the date of the
         First Tender  Offer.  The initial  expiration  date of the First Tender
         Offer was January 18, 1999, and this expiration  date was  subsequently
         extended  through  March 31, 1999. A total of 2,103 Units were tendered
         and  the  bidders   accepted  all  Units   tendered.   The  Partnership
         repurchased  750 Units at a cost of $262,500  and ORIG,  LLC  purchased
         1,353  Units  at a cost  of  $473,550.  The  expenses  associated  with
         administering the First Tender Offer were  approximately  $52,000.  The
         Units that were acquired by the  Partnership  were retired.  Units that
         were acquired by ORIG,  LLC are being held by it. The General  Partner,
         NTS-Properties  Associates VI, did not  participate in the First Tender
         Offer.

         On June 25, 1999, the  Partnership  and ORIG,  LLC, an affiliate of the
         Partnership,  (the  "bidders")  commenced  a second  tender  offer (the
         "Second  Tender  Offer") to purchase  up to 1,000 of the  Partnership's
         limited partnership Units at a price of $350 per Unit as of the date of
         the Second  Tender  Offer.  The initial  expiration  date of the Second
         Tender  Offer was August 31, 1999.  On August 23,  1999,  the price was
         increased  to $370 per Unit and the  expiration  date was  extended  to
         September 30, 1999.

         Under the terms of the Second  Tender  Offer,  the Second  Tender Offer
         expired  on  September  30,  1999.  As of that date,  2,801  Units were
         tendered, pursuant to the Second Tender Offer, and the bidders accepted
         all Units tendered.  The  Partnership  purchased 500 Units at a cost of
         $185,000 and ORIG, LLC purchased 2,301 Units at a cost of $851,370. The
         expenses  associated  with  administering  the Second  Tender Offer are
         approximately $38,000. The General Partner,  NTS-Properties  Associates
         VI, did not participate in the Second Tender Offer.

                                     - 36 -

<PAGE>

6.       Tender Offer - Continued
         ------------------------

         On November 9, 1999, the Partnership and ORIG, LLC, an affiliate of the
         Partnership, (the "bidders") commenced a third tender offer (the "Third
         Tender  Offer")  to  purchase  up to 500 of the  Partnership's  limited
         partnership  Units  at a price  of $380  per Unit as of the date of the
         Third Tender Offer.  The Third Tender Offer stated that the Partnership
         would  purchase  the  first  250  Units  tendered  and  would  fund its
         purchases  and  its  portions  of the  expenses  from  cash  flow  from
         operations.  If more  than 250 Units  were  tendered,  ORIG,  LLC would
         purchase  up to an  additional  250 Units.  If more than 500 Units were
         tendered, the bidders could choose to acquire the additional Units on a
         pro rata basis.

         On December 23, 1999, the Third Tender Offer expired. As of that date a
         total of 1,085 Units were tendered, pursuant to the Third Tender Offer,
         and the bidders accepted all Units tendered.  The Partnership purchased
         250 Units at a cost of $95,000 and ORIG,  LLC  purchased 835 Units at a
         cost of $317,300.  The expenses associated with administering the Third
         Tender Offer were  approximately  $13,500.  Units that were acquired by
         the  Partnership  have been retired.  Units that were acquired by ORIG,
         LLC  are  being  held  by  it.  The  General  Partner,   NTS-Properties
         Associates VI, did not participate in the Third Tender Offer.  See Note
         12 for further discussion on Tender Offers.

7.       Mortgages Payable
         -----------------

         Mortgages payable as of December 31 consist of the following:

                                                   1999                  1998
                                                   ----                  ----
Mortgage  payable  with an  insurance
company  bearing  interest at 7.74%,
due October 15, 2012 secured by certain
land, buildings and amenities                   $11,186,637          $ 6,151,658

Mortgage payable with an insurance company
bearing interest at 7.32%, due October 15,
2012 secured by certain land, buildings and
amenities                                         7,767,882            8,120,331

Mortgage payable with an insurance company
bearing interest at 7.43%, due May 15, 2009
secured by certain land, buildings and
amenities                                         7,677,179            8,220,270

Mortgage payable with an insurance company
bearing interest at 7.38%, due December 5,
2012 secured by certain land, buildings and
amenities                                         2,598,146            2,713,152

Note payable to a bank, currently bearing
interest at the Euro-Rate plus 225 basis
points, due June 23, 2002 secured by certain
land, buildings and amenities.  At December
31, 1999, the interest rate was
approximately 8.75%.                              2,298,001               --

Mortgage payable with an insurance company
bearing interest at 7.38%, due December 5,
2012 secured by certain land, buildings and
amenities.                                        1,732,098            1,808,769

Note payable to a bank, bearing interest at
the Prime Rate + 1%, due June 14, 2001
secured by certain land, buildings and
amenities                                            52,500              105,000
                                                 ----------           ----------
                                                $33,312,443          $27,119,180
                                                 ==========           ==========
                                     - 37 -

<PAGE>

7.       Mortgages Payable - Continued
         -----------------------------

         The mortgages and note are payable in aggregate monthly installments of
         approximately  $346,100 which includes  principal,  interest,  property
         taxes and insurance.

         Scheduled maturities of debt are as follows:

         For the Years Ended December 31,                            Amount
         --------------------------------                            ------
                           2000                                   $ 1,481,650
                           2001                                     1,698,917
                           2002                                     3,628,418
                           2003                                     1,701,251
                           2004                                     1,806,978
                           Thereafter                              22,995,229
                                                                   ----------
                                                                  $33,312,443
                                                                   ==========
         Based on the borrowing rates currently available to the Partnership for
         mortgages with similar terms and average maturities,  the fair value of
         long-term debt is approximately $32,705,000.

         The mortgage  payable with an outstanding  balance of $11,186,637 as of
         December 31, 1999 has an additional  availability  of  $1,013,363.  The
         proceeds will be used to fund the construction of Park Place Apartments
         Phase III.  See Note 10.  Commitments  and  Contingencies  for  further
         information.

8.       Rental Income Under Operating Leases
         ------------------------------------

         The  following  is a  schedule  of  minimum  future  rental  income  on
         noncancellable operating leases as of December 31, 1999:

         For the Years Ended December 31,                             Amount
         --------------------------------                             ------

                           2000                                   $   675,301
                           2001                                       513,914
                           2002                                       224,697
                           2003                                       203,902
                           2004                                        16,992
                           Thereafter                                   --
                                                                    ---------

                                                                  $ 1,634,806
                                                                    =========
9.       Related Party Transactions
         --------------------------

         Pursuant to an agreement with the Partnership, property management fees
         of $497,764 (1999), $494,494 (1998) and $480,335 (1997)were paid to NTS
         Development  Company,  an affiliate of the General Partner.  The fee is
         equal to 5% and 6% of gross  revenues from the  residential  properties
         and commercial properties, respectively. Also pursuant to an agreement,
         NTS Development Company will receive a repair and maintenance fee equal
         to 5.9% of costs  incurred  which  relate to capital  improvements  and
         major repair and  renovation  projects.  The  Partnership  has incurred
         $36,345  (1999),  $10,902  (1998)  and  $252  (1997)  as a  repair  and
         maintenance  fee and  has  capitalized  these  costs  as part of  land,
         buildings and amenities. The Partnership was also charged the following
         amounts from NTS  Development  Company for the years ended December 31,
         1999,  1998 and 1997.  These  charges  include  items  which  have been
         expensed  as  operating  expenses  -  affiliated  or  professional  and
         administrative   expenses  -  affiliated  and  items  which  have  been
         capitalized as other assets or as land, buildings and amenities.

                                     - 38 -

<PAGE>

9.       Related Party Transactions - Continued
         --------------------------------------

                                       1999             1998            1997
                                       ----             ----            ----

Administrative                     $  516,077      $  304,187      $  359,864
Property manager                      777,937         943,598         838,536
Leasing                               241,148         215,328         191,370
Construction manager (1)              439,920         225,759            --
Other                                  21,573          67,885          66,876
                                    ---------       ---------       ---------

                                   $1,996,655      $1,756,757      $1,456,646
                                    =========       =========       =========



         (1)      These costs are capitalized as part of the construction  costs
                  of   building   Park   Place   Apartments   Phase   III.   The
                  capitalization  of these costs is allowed per the construction
                  manager agreement.

10.      Commitments and Contingencies
         -----------------------------

         The Partnership  began  construction of Park Place Apartments Phase III
         (152  units)  during  1998 on the 15  acres  of land it owns  which  is
         adjacent to the existing Park Place Apartments in Lexington,  Kentucky.
         It is  currently  estimated  that  the  cost  of the  project  will  be
         $11,000,000.  Construction  costs  will be funded by loan  proceeds  of
         $7,200,000 from a mortgage loan obtained during 1997, cash reserves and
         cash flow from  operations.  Through  December 31, 1999,  approximately
         $9,769,000 of the cost had been incurred.

         Construction in progress  included in land,  buildings and amenities on
         the  December 31, 1999 Balance  Sheet  relates  primarily to Park Place
         Apartments Phase III. Included in the cost of approximately  $5,194,000
         is approximately $5,100,000 related directly to Phase III construction.
         The remaining  costs of $94,000 relate to clubhouse costs at Park Place
         Apartments  Phase I and III and tenant finish costs at Plainview  Point
         III Office Center.

         The Partnership also started  renovations of the community clubhouse at
         Park Place,  Golf Brook and Sabal Park Apartments during fourth quarter
         1999.  It is  currently  estimated  the  aggregate  cost for all  three
         renovations will be approximately  $630,000. The Partnership is funding
         the  renovations  partly from cash flow from operations and partly from
         financing  in the amount of  $2,500,000  which is secured by  Plainview
         Point III Office Center.  The remaining proceeds are being used to fund
         a portion of the capital  expenditures at Park Place  Apartments  Phase
         III and Plainview Point III Office Center.

         The  Partnership  plans to replace  the roofs at both the  Willow  Lake
         Apartments  (26  buildings)  and  Park  Place  Phase I  apartments  (24
         buildings)  all of which were installed  using  shingles  produced by a
         single  manufacturer.  The shingles appear to contain defects which may
         cause roofs to fail before the end of their expected  useful lives.  As
         the  manufacturer  has declared  bankruptcy,  the Partnership  does not
         expect to be able to recover any of the costs of the roof replacements.
         The Partnership does not have sufficient working capital to make all of
         the roof replacements at once and intends to make the replacements over
         the next 36  months.  The total cost of  replacing  all of the roofs is
         estimated to be $1,000,000 ($20,000 per building).

         Such demand as discussed  above will be managed by the General  Partner
         via funds  from  operations  or  additional  borrowings  secured by the
         Partnership's  properties.  There can be no  guarantee  that such funds
         will be  available  at which time the General  Partner  will manage the
         demand on liquidity according to the best interest of the Partnership.

         The Partnership has been sued by Elder Construction & Associates,Inc.in
         Jefferson Circuit Court, Louisville,Kentucky, in a lawsuit styled Elder
                                                                           -----
         Construction &  Associates,  Inc. V.  NTS Development Company, Frontier
         -----------------------------------------------------------------------
         Insurance Company,NTS-Properties VI,a Maryland limited partnership,NTS-
         -----------------------------------------------------------------------
         Properties Associates VI, and NTS Capital Corporation. All of the named
         -----------------------------------------------------
         NTS  entities  are  represented by  Middleton & Reutlinger, a local law
         firm.

                                     - 39 -

<PAGE>

10.      Commitments and Contingencies - Continued
         -----------------------------------------

         Elder  Construction  was  hired to be the  framing  subcontractor  with
         respect to certain  improvements at Phase III of Park Place  Apartments
         in  Lexington,  Kentucky.  After  being  removed  from  the job for its
         failure  to  provide  its  services  in a  professional,  diligent  and
         workmanlike   manner,   a  complaint  was  filed  on  behalf  of  Elder
         Construction  in  November  1999,  alleging,   inter  alia,  breach  of
                                                        -----------
         contract.  The Complaint  requested judgement against the defendants in
         the amount of  $233,122  plus  interest  and other  relief  against the
         defendants.

         The Partnership  and the other  defendants have answered the complaint,
         and have asserted  counterclaims against the plaintiff for, inter alia,
                                                                     ----------
         breach of contract. Discovery is proceeding, but because the case is in
         the early  discovery  phase an outcome  cannot be predicted at present.
         The  principals  of the NTS  defendants  have  indicated  that the suit
         brought by Elder  Construction  is without merit and will be vigorously
         defended,  including the prosecution by the defendants of counterclaims
         against  Elder  Construction.  No  amounts  have been  provided  in the
         accompanying statements regarding this matter.

11.      Segment Reporting
         -----------------

         The Partnership's reportable operating segments include Residential and
         Commercial real estate operations. The Residential operations represent
         the Partnership's ownership and operating results relative to apartment
         complexes  known as Willow Lake,  Park Place Phase I, Sabal Park,  Park
         Place Phase III and Golf Brook. The Commercial operations represent the
         Partnership's  ownership  and  operating  results  relative to suburban
         commercial office space known as Plainview Point III Office Center.

         The financial  information of the operating segments have been prepared
         using a management  approach,  which is  consistent  with the basis and
         manner in which the Partnership's  management internally  disaggregates
         financial  information for the purposes of assisting in making internal
         operating  decisions.  The Partnership  evaluates  performance based on
         stand-alone operating segment net income.

<TABLE>
<CAPTION>
                                                    1999
                                                    ----

                          Residential            Commercial             Total
                          -----------            ----------             -----
<S>                       <C>                   <C>                  <C>
Rental income             $ 8,723,497           $   809,289          $ 9,532,786
Other income                   23,854                 1,247               25,101
                           ----------            ----------           ----------

Total net revenues        $ 8,747,351           $   810,536          $ 9,557,887
                           ==========            ==========           ==========

Operating expenses        $ 3,399,964           $   362,209          $ 3,762,173
Write-off of unamortized
 building improvements        238,253                16,752              255,005
Management fees               446,741                51,023              497,764
Real estate taxes             852,601                32,320              884,921
Professional and
 administrative                 --                   47,520               47,520
Depreciation expense        1,603,539               165,341            1,768,880
                           ----------            ----------           ----------

Net income (loss)         $ 2,206,253           $   135,371          $ 2,341,624
                           ==========            ==========           ==========

Land, buildings and
 amenities, net           $45,397,693           $ 2,924,453          $48,322,146
                           ==========            ==========           ==========

Expenditures for land,
 buildings and amenities  $ 8,410,159           $   277,718          $ 8,687,877
                           ==========            ==========           ==========

Segment liabilities       $ 1,609,989           $   235,354          $ 1,845,343
                           ==========            ==========           ==========
</TABLE>

                                     - 40 -

<PAGE>
11.      Segment Reporting - Continued
         -----------------------------
<TABLE>
<CAPTION>
                                                   1998
                                                   ----

                          Residential            Commercial             Total
                          -----------            ----------             -----
<S>                       <C>                   <C>                  <C>
Rental income             $ 8,915,533           $   780,052          $ 9,695,585
Other income                   30,307                 1,336               31,643
                           ----------            ----------           ----------

Total net revenues        $ 8,945,840           $   781,388          $ 9,727,228
                           ==========            ==========           ==========

Operating expenses        $ 3,471,402           $   328,661          $ 3,800,063
Write-off of unamortized
 building improvements         64,617                   443               65,060
Management fees               448,081                46,413              494,494
Real estate taxes             782,331                33,091              815,422
Professional and
 administrative                 --                  285,120              285,120
Depreciation expense        1,525,398               154,604            1,680,002
                           ----------            ----------           ----------

Net income (loss)         $ 2,654,011           $  (66,944)          $ 2,587,067
                           ==========            ==========           ==========

Land, buildings and
 amenities, net           $34,671,679           $ 2,831,890          $37,503,569
                           ==========            ==========           ==========
Expenditures for
 land, buildings and
 amenities                $   508,775           $   141,520          $   650,295
                           ==========            ==========           ==========

Segment liabilities       $   345,753           $   514,576          $   860,329
                           ==========            ==========           ==========
</TABLE>


<TABLE>
<CAPTION>
                                                   1997
                                                   ----

                          Residential            Commercial             Total
                          -----------            ----------             -----
<S>                       <C>                   <C>                  <C>
Rental income             $ 8,756,996           $   736,638          $ 9,493,634
Other income                   25,800                 1,310               27,110
                           ----------            ----------           ----------

Total net revenues        $ 8,782,796           $   737,948          $ 9,520,744
                           ==========            ==========           ==========

Operating expenses        $ 3,316,160           $   270,749          $ 3,586,909
Management fees               434,236                46,099              480,335
Real estate taxes             746,094                33,120              779,214
Professional and
 administrative                 --                  299,376              299,376
Depreciation expense        1,576,344               155,872            1,732,216
                           ----------            ----------           ----------

Net income (loss)         $ 2,709,962           $  (67,268)          $ 2,642,694
                           ==========            ==========           ==========

Land, buildings and
 amenities, net           $35,809,570           $ 2,851,342          $38,660,912
                           ==========            ==========           ==========
Expenditures for land,
 buildings and amenities  $    13,296           $     4,519          $    17,815
                           ==========            ==========           ==========

Segment liabilities       $   310,291           $   373,574          $   683,865
                           ==========            ==========           ==========
</TABLE>

                                     - 41 -

<PAGE>
11.      Segment Reporting - Continued
         -----------------------------

A  reconciliation  of the totals  reported  for the  operating  segments  to the
applicable  line items in the  consolidated  financial  statements  is necessary
given  amounts  recorded  at the  Partnership  level  and not  allocated  to the
operating properties for internal reporting purposes:
<TABLE>
<CAPTION>
                                         1999           1998            1997
                                         ----           ----            ----
NET REVENUES
------------
<S>                                 <C>             <C>             <C>
Total revenues for reportable
 segments                           $  9,557,887    $  9,727,228    $  9,520,744
Other income at Partnership level         19,089         108,268          87,529
                                    ------------    ------------    ------------
Total consolidated net revenues     $  9,576,976    $  9,835,496    $  9,608,273
                                    ============    ============    ============

PROFESSIONAL AND ADMINISTRATIVE
-------------------------------
Total professional and
 administrative for reportable
 segments                           $     47,520    $    285,120    $    299,376
Professional and administrative
 for Partnership level                   448,247         153,132         151,629
                                    ------------    ------------    ------------
Total professional and
 administrative                     $    495,767    $    438,252    $    451,005
                                    ============    ============    ============

DEPRECIATION AND AMORTIZATION
-----------------------------
Total depreciations and
 amortization for reportable
 segments                           $  1,768,880    $  1,680,002    $  1,732,216
Depreciation and amortization for
Partnership level                        113,134         122,339         178,569
                                    ------------    ------------    ------------
Total depreciation and
 amortization                       $  1,882,014    $  1,802,341    $  1,910,785
                                    ============    ============    ============

NET INCOME (LOSS)
-----------------
Total net income (loss) for
 reportable segments                $  2,341,624    $  2,587,067    $  2,642,694
Net income (loss) for Partnership     (2,528,781)     (2,129,336)     (2,535,581)
                                    ------------    ------------    ------------
Total net income (loss)             $   (187,157)   $    457,731    $    107,113
                                    ============    ============    ============

LAND, BUILDINGS AND AMENITIES
-----------------------------
Total land, buildings and
 amenities for reportable
 segments                           $ 48,322,146    $ 37,503,569    $ 38,660,912
Partnership level                         34,983       4,248,114       1,774,455
                                    ------------    ------------    ------------
Total land, buildings and
 amenities                          $ 48,357,129    $ 41,751,683    $ 40,435,367
                                    ============    ============    ============

EXPENDITURES
------------
Total expenditures for land,
 buildings and amenities for
 reportable segments                $  8,687,877    $    650,295    $     17,815
Expenditures for land, buildings
 and amenities for Partnership
 level                                    19,811          19,061            --
Construction in progress at
 Partnership level                          --         2,490,332          96,783
                                    ------------    ------------    ------------
Total expenditures                  $  8,707,688    $  3,159,688    $    114,598
                                    ============    ============    ============

LIABILITIES
-----------
Total liabilities for reportable
 segments                           $  1,845,343    $    860,329    $    683,865
Liabilities for Partnership (1)       33,553,895      27,377,488      26,902,391
                                    ------------    ------------    ------------
Total liabilities                   $ 35,399,238    $ 28,237,817    $ 27,586,256
                                    ============    ============    ============
</TABLE>
(1)      These amounts primarily represent the mortgages held by the partnership
         secured by the assets of the operating segments.
                                     - 42 -
<PAGE>
12.      Subsequent Events
         -----------------

         On February 2, 2000, the Partnership  obtained additional  financing in
         the amount of  $1,369,064 by  re-financing  an existing loan secured by
         the  land,  buildings  and  amenities  of Golf  Brook  Apartments.  The
         refinancing  resulted in an increase in the interest rate from 7.43% to
         7.57%. The maturity date remained the same (May 15, 2009).

         On February 7, 2000, ORIG, LLC. (the "Affiliate")  purchased  Interests
         in  the  Partnership  pursuant  to  an  Agreement,  Bill  of  Sale  and
         Assignment  by and  among  the  Affiliate  and  four  investors  in the
         Partnership.  The Affiliate  purchased 675 Interests in the Partnership
         from one of the  investors  for total  consideration  of $281,128 or an
         average price of $416 per Interest.  The Affiliate paid these investors
         a premium  above the purchase  price  previously  offered for Interests
         pursuant to prior  tender  offers  because  this  purchase  allowed the
         Affiliate  to  purchase   substantial   numbers  of  Interests  without
         incurring  the  significant  expenses  involved with a tender offer and
         multiple transfers.

         On March 21, 2000, the Partnership  notified its limited  partners that
         it would be suspending  distributions  effective  January 1, 2000.  The
         suspension  is  necessary  due  to  significant  capital   improvements
         essential to  maintaining  the  buildings and  facilities  owned by the
         Partnership at Willow Lake  Apartments,  Park Place Apartments Phase I,
         Sabal Park Apartments and Golf Brook Apartments.

         The  Partnership's  cash position will be evaluated on an ongoing basis
         to determine when resumption of distributions is appropriate.

         On March 24, 2000, the  Partnership  and ORIG, LLC, an affiliate of the
         Partnership  (the "bidders"),  filed a fourth tender offer  (the"Fourth
         Tender Offer") with the Securities and Exchange Commission,  commencing
         on March 27, 2000, to purchase up to 200 of the  Partnership's  limited
         partnership  Units  at a price  of $380  per Unit as of the date of the
         Fourth Tender  Offer.  Approximately  $94,000  ($76,000 to purchase 200
         Units plus  approximately  $18,000  for  expenses  associated  with the
         Fourth Tender Offer) is required to purchase all 200 Units.  The Fourth
         Tender Offer stated that the  Partnership  will  purchase the first 100
         Units  tendered  and will  fund its  purchase  and its  portion  of the
         expenses  from cash flow  from  operations.  If more than 100 Units are
         tendered,  ORIG,  LLC. will purchase up to an additional 100 Units.  If
         more than 200 Units are tendered, the bidders may choose to acquire the
         additional Units on a pro rata basis.  Units that are acquired by ORIG,
         LLC. will be held by it. The General Partner, NTS-Properties Associates
         VII, does not intend to  participate  in the Fourth  Tender Offer.  The
         Fourth Tender Offer will expire on June 27, 2000 unless extended.

                                     - 43 -

<PAGE>

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         -----------------------------------------------------------------------
         Financial Disclosure
         --------------------

None.


                                     - 44 -

<PAGE>

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
          --------------------------------------------------

Because the Partnership is a limited  partnership and not a corporation,  it has
no  directors  or  officers  as  such.  Management  of  the  Partnership  is the
responsibility  of  the  General  Partner,  NTS-Properties  Associates  VI.  The
Partnership has entered into a management contract with NTS Development Company,
an affiliate of the General Partner, to provide property management services.

The General Partners of NTS-Properties Associates VI are as follows:

J. D. Nichols
-------------

Mr.  Nichols  (age  58)  is  the  managing  General  Partner  of  NTS-Properties
Associates VI and Chairman of the Board of NTS Corporation  (since 1985) and NTS
Development Company (since 1977).

NTS Capital Corporation
-----------------------

NTS Capital Corporation (formerly NTS Corporation) is a Kentucky corporation
formed in October 1979.  J. D. Nichols is Chairman of the Board and the sole
director of NTS Capital Corporation.

The Manager of the Partnership's properties is NTS Development Company, the
executive officers and/or directors of which are Messrs. J. D. Nichols, Brian F.
Lavin and Gregory A. Wells.

Brian F. Lavin
--------------
Mr. Lavin (age 46)  President of NTS  Corporation  and NTS  Development  Company
joined the Manager in June 1997. From November 1994 through June 1997, Mr. Lavin
served as President of the Residential Division of Paragon Group, Inc., and as a
Vice  President of Paragon's  Midwest  Division  prior to November 1994. In this
capacity,  he  directed  the  development,  marketing,  leasing  and  management
operations for the firms expanding portfolios. Mr. Lavin attended the University
of Missouri where he received his Bachelor's Degree in Business  Administration.
He has served as a Director of the  Louisville  Apartment  Association.  He is a
licensed Kentucky Real Estate Broker and Certified  Property Manager.  Mr. Lavin
is a member of the Institute of Real Estate Management,and council member of the
Urban Land Institute.  He currently serves on the University of Louisville Board
of Overseers  and is on the Board of  Directors  of the  National  Multi-Housing
Council and the Louisville Science Center.

Gregory A. Wells
----------------

Mr. Wells (age 41),  Senior Vice  President and Chief  Financial  Officer of NTS
Corporation and NTS Development  Company joined the Manager in July,  1999. From
May 1998 through  July 1999,  Mr.  Wells  served as Chief  Financial  Officer of
Hokanson Companies, Inc. and as Secretary and Treasurer of Hokanson Construction
Inc.,  Indianapolis,  Indiana  from  January  1995  through  May 1998.  In these
capacities  he directed  financial and  operational  activities  for  commercial
rental real estate,  managed property,  building and suite  renovations,  out of
ground  commercial  and  residential   construction  and  third  party  property
management.  Mr. Wells  previously  served as Vice  President of Operations  and
Treasurer  of Executive  Telecom  Systems,  Inc. a  subsidiary  of the Bureau of
National  Affairs,  Inc.  (Washington,  D.C.).  Mr. Wells attended  George Mason
University,  where he received a Bachelor's  Degree in Business  Administration.
Mr. Wells is a Certified  Public  Accountant in both Virginia and Indiana and is
active in various  charitable and philanthropic  endeavors in the Louisville and
Indianapolis areas.

Mr.  Richard L. Good who was Vice  Chairman and former  President of NTS Capital
Corporation and NTS Development Company, retired effective September 3, 1999.

                                     - 45 -

<PAGE>

Item 11.  Management Remuneration and Transactions
          ----------------------------------------

The officers and/or directors of the corporate General Partner receive no direct
remuneration in such  capacities.  The Partnership is required to pay a property
management fee based on gross rentals to NTS Development  Company,  an affiliate
of  the  General  Partner.  The  Partnership  is  also  required  to  pay to NTS
Development  Company a repair and  maintenance  fee on costs related to specific
projects.  Also, NTS Development  Company provides certain other services to the
Partnership.   See  Note  9  to  the  financial   statements  which  sets  forth
transactions with NTS Development Company for the years ended December 31, 1999,
1998 and 1997.

The General Partner is entitled to receive cash distributions and allocations of
profits and losses from the Partnership. See Note 1C to the financial statements
which  describes  the  methods  used to  determine  income  allocation  and cash
distributions.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

The following  provides  details  regarding  owners of more than 5% of the total
outstanding limited partnership Units as of February 29, 2000.

         ORIG, LLC                                 5,224 Units (13.36%)
         10172 Linn Station Road
         Louisville, Kentucky 40223

ORIG, LLC is a Kentucky limited liability company, the members of which are J.D.
Nichols and Brian F. Lavin, Chairman and President of NTS Capital Corporation, a
general  partner of  NTS-Properties  Associates  VI, the general  partner of the
Partnership.

The  General  Partner  is  NTS-Properties  Associates  VI,  a  Kentucky  limited
partnership,  10172 Linn Station Road, Louisville,  Kentucky 40223. The partners
of the General Partner and their total  respective  interests in  NTS-Properties
Associates VI are as follows:

         J. D. Nichols                                        44.05%
         10172 Linn Station Road
         Louisville, Kentucky 40223

         NTS Capital Corporation                              9.95%
         10172 Linn Station Road
         Louisville, Kentucky 40223

The remaining  46.00%  interests are owned by various  limited  partners of NTS-
Properties Associates VI.

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

Pursuant to an  agreement  with the  Partnership,  property  management  fees of
$497,764  (1999),   $494,494  (1998)  and  $480,335  (1997)  were  paid  to  NTS
Development Company, an affiliate of the General Partner. The fee is equal to 5%
and  6% of  gross  revenues  from  the  residential  properties  and  commercial
properties, respectively. Also pursuant to an agreement, NTS Development Company
will receive a repair and  maintenance fee equal to 5.9% of costs incurred which
relate to capital  improvements  and major repair and renovation  projects.  The
Partnership  has incurred  $36,345  (1999),  $10,902 (1998) and $252 (1997) as a
repair and  maintenance  fee and has  capitalized  these  costs as part of land,
buildings and amenities.  The Partnership was also charged the following amounts
from NTS  Development  Company for the years ended  December 31, 1998,  1997 and
1996. These charges include items which have been expensed as operating expenses
- affiliated or professional and administrative  expenses - affiliated and items
which have been capitalized as other assets or as land, buildings and amenities.

                                     - 46 -

<PAGE>

Item 13.  Certain Relationships and Related Transactions - Continued
          ----------------------------------------------------------


                               1999            1998             1997
                               ----            ----             ----
Administrative             $  516,077       $  304,187      $  359,864
Property manager              777,937          943,598         838,536
Leasing                       241,148          215,328         191,370
Construction manager          439,920          225,759            --
Other                          21,573           67,885          66,876
                            ---------        ---------       ---------

                           $1,996,655       $1,756,757      $1,456,646
                            =========        =========       =========

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates than those previously described.

                                     - 47 -

<PAGE>

                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          ---------------------------------------------------------------

1.   Financial statements

     The financial  statements for the years ended  December 31, 1999,  1998 and
     1997 together with the report of Arthur Andersen LLP, dated March 24, 2000,
     appear in Item 8. The following  financial  statement  schedules  should be
     read in conjunction with such financial statements.

2.   Financial statement schedules

     Schedules:                                                Page No.
     ----------                                                --------

     III-Real Estate and Accumulated Depreciation               49-52

     All other schedules have been omitted because they are not applicable,  are
     not  required,  or because  the  required  information  is  included in the
     financial statements or notes thereto.

3.   Exhibits

     Exhibit No.                                                 Page No.
     -----------                                                 --------

      3.          Amended and Restated Agreement                    *
                  Certificate of Limited Partnership
                  of NTS-Properties VI, a Maryland
                  limited partnership

     3a.          First Amendment to Amended and                    **
                  Restated Agreement of Limited
                  Partnership of NTS-Properties VI,
                  a Maryland limited partnership

     10.          Property Management and                           *
                  Construction Agreement between
                  NTS Development Company and
                  NTS-Properties VI, a Maryland
                  limited partnership

     27.          Financial Data Schedule                        Included
                                                                 herewith

      *  Incorporated  by reference to documents  filed with the  Securities and
         Exchange  Commission in connection with the filing of the  Registration
         Statements  on Form S-11 on March 22, 1985  (effective  June 25,  1985)
         under Commission File No.2-96583.

     **  Incorporated  by reference to Form 10-K filed with the  Securities  and
         Exchange  Commission  for the  fiscal  year  ended  December  31,  1987
         (Commission File No. 0-14695).

4.   Reports on Form 8-K

     None.

                                     - 48 -

<PAGE>
<TABLE>
                                NTS-PROPERTIES VI
                                -----------------

                         A Maryland Limited Partnership
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 1999
                             -----------------------
<CAPTION>



                                                              Park Place
                                    Willow Lake               Apartments
                                     Apartments               Phase III
                                     ----------               ---------
<S>                                 <C>                     <C>
Encumbrances                             (A)                     (A)

Initial cost to partnership:
  Land                              $ 3,770,328             $   927,520
  Buildings and improvements         12,616,655              11,154,956

Cost capitalized subsequent to
 acquisition
  Improvements                          261,350                   --
Gross amount at which carried
 December 31, 1999:(B)
  Land                              $ 3,770,328             $   927,520
  Buildings and improvements         12,878,005              11,154,956
                                     ----------              ----------

  Total                             $16,648,333             $12,082,476
                                     ==========              ==========

Accumulated depreciation            $ 6,808,938             $   353,044
                                     ==========              ==========

Date of construction                   03/85                     (D)

Date Acquired                           N/A                      N/A

Life at which depreciation in
 latest income statement is
 computed                               (C)                      (C)

</TABLE>
     (A)          First mortgage held by an insurance company.

     (B)          Aggregate cost of real estate for tax purposes is $62,357,986.

     (C)          Depreciation is computed using the  straight-line  method over
                  the estimated  useful lives of the assets which are 5-30 years
                  for  land   improvements,   5-30  years  for   buildings   and
                  improvements and 3-30 years for amenities.

     (D)          Construction is expected to be completed by May 2000.

                                     - 49 -

<PAGE>
<TABLE>
                                NTS-PROPERTIES VI
                                -----------------

                         A Maryland Limited Partnership
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 1999
                             -----------------------
<CAPTION>



                                                                Park Place
                                       Sabal Park               Apartments
                                       Apartments                Phase I
                                       ----------                -------

<S>                                    <C>                     <C>
Encumbrances                               (A)                     (B)

Initial cost to partnership:
  Land                                 $ 3,063,046             $ 2,320,938
  Buildings and improvements             8,417,719               9,630,935

Cost capitalized subsequent to
 acquisition
  Improvements, net                        301,661                  95,592
Gross amount at which carried
 December 31, 1999:(C)
  Land                                 $ 3,113,211             $ 2,344,918
  Buildings and improvements             8,669,216               9,702,547
                                        ----------              ----------

  Total                                $11,782,427             $12,047,465
                                        ==========              ==========

Accumulated depreciation               $ 5,248,552             $ 5,029,615
                                        ==========              ==========

Date of construction                      06/84                    04/84

Date Acquired                              N/A                      N/A

Life at which depreciation in
 latest income statement is
 computed                                  (D)                      (D)
</TABLE>

     (A)          First mortgages held by two insurance companies.

     (B)          First mortgage held by an insurance company.

     (C)          Aggregate cost of real estate for tax purposes is $62,357,986.

     (D)          Depreciation is computed using the  straight-line  method over
                  the estimated  useful lives of the assets which are 5-30 years
                  for  land   improvements,   5-30  years  for   buildings   and
                  improvements and 3-30 years for amenities.

                                     - 50 -

<PAGE>

<TABLE>
                                NTS-PROPERTIES VI
                                -----------------

                         A Maryland Limited Partnership
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 1999
                             -----------------------
<CAPTION>


                                                   Plainview
                                 Golf Brook        Point III         Total
                                 Apartments      Office Center    Pages 49-51
                                 ----------      -------------    -----------
<S>                             <C>              <C>             <C>
Encumbrances                         (A)             (B)

Initial cost to partnership:
  Land                          $  4,384,363     $  1,268,339    $ 15,734,534
  Buildings and improvements      12,302,319        2,270,729      56,393,313

Cost capitalized subsequent to
 acquisition
  Improvements                       314,383        1,182,264       2,155,250
Gross amount at which carried
 December 31, 1999:
  Land                          $  4,426,156     $  1,284,960    $ 15,867,093
  Buildings and improvements      12,574,909        3,436,372      58,416,005
                                 ------------     ------------    ------------

  Total                         $ 17,001,065     $  4,721,332    $ 74,283,098(D)
                                 ============     ============    ============
Accumulated depreciation        $  6,723,924     $  1,796,879    $ 25,960,952
                                 ============     ============    ============

Date of construction                05/88            01/88

Date Acquired                        N/A              N/A

Life at which depreciation in
 latest income statement is
 computed                            (C)              (C)
</TABLE>

(A)      First mortgage held by an insurance company.
(B)      Note payable from a bank.
(C)      Depreciation  is  computed  using  the  straight-line  method  over the
         estimated  useful  lives of the  assets  which are 5-30  years for land
         improvements,  5-30 years for buildings and improvements and 3-30 years
         for amenities.

(D)      Reconciliation   net  of  accumulated   depreciation   to  consolidated
         financial statements:

         Total Gross Costs at December 31, 1999                  $ 74,283,098
          Additions to Partnership for
           computer hardware
           and software in 1998 and 1999                               38,872
                                                                  ------------

         Balance at December 31, 1999                              74,321,970
          Less accumulated depreciation                           (25,960,952)

          Less accumulated depreciation
           for Partnership computer hardware
           and software                                                (3,889)
                                                                  ------------

         Land, buildings and amenities,
          net as of December 31, 1999                            $ 48,357,129
                                                                  ============

                                     - 51 -

<PAGE>
<TABLE>
                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------
<CAPTION>


                                            Real              Accumulated
                                           Estate             Depreciation
                                           ------             ------------

<S>                                      <C>                   <C>
Balances at December 31, 1996            $63,444,714           $21,293,419

Additions during period:
 Improvements (a)                            116,172                  --
 Depreciation (b)                               --               1,832,100

Deductions during period:
 Retirements                                  (7,033)               (7,033)
                                          -----------           -----------

Balances at December 31, 1997             63,553,853            23,118,486

Additions during period:
 Improvements (a)                          3,160,317                  --
 Depreciation (b)                               --               1,778,913

Deductions during period:
 Retirements                                (300,631)             (235,543)
                                          -----------           -----------

Balances at December 31, 1998             66,413,539            24,661,856

Additions during period:
 Improvements (a)                          8,709,409                  --
 Depreciation (b)                               --               1,848,744

Deductions during period:
 Retirements                                (800,978)             (545,759)
                                          -----------           -----------

Balances at December 31, 1999            $74,321,970           $25,964,841
                                          ===========           ===========
</TABLE>

     (a)          The additions to real estate on this schedule will differ from
                  the  expenditures  for land,  buildings  and  amenities on the
                  Statements  of Cash Flows as a result of minor  changes in the
                  Partnership's joint venture investment ownership  percentages.
                  Changes that may occur in the ownership  percentages  are less
                  than one percent.

     (b)          The  additions  charged to  accumulated  depreciation  on this
                  schedule will differ from the depreciation and amortization on
                  the Statements of Cash Flows due to the  amortization  of loan
                  costs.

                                     - 52 -

<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, NTS-Properties VI, a Maryland Limited Partnership,  has duly caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                       NTS-PROPERTIES VI, a Maryland Limited
                                       -------------------------------------
                                       Partnership
                                       -----------
                                                   (Registrant)

                                       BY:      NTS-Properties Associates VI,
                                                General Partner
                                                BY:  NTS Capital Corporation,
                                                     General Partner

                                                     /s/ Gregory A. Wells
                                                     --------------------
                                                     Gregory A. Wells
                                                     Senior Vice President and
                                                     Chief Financial Officer of
                                                     NTS Capital Corporation

Date: March 29, 2000


Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Form  10-K has been  signed  below by the  following  persons  on  behalf of the
registrant in their capacities and on the date indicated above.

         Signature                                            Title

/s/ J.D. Nichols                           General Partner of NTS-Properties
-----------------------------              Associates VI and Chairman of the
J. D. Nichols                              Board and Sole Director of NTS
                                           Capital Corporation


/s/ Brian F. Lavin                         President and Chief Operating Officer
-----------------------------              of NTS Capital Corporation
Brian F. Lavin


/s/ Gregory A. Wells                       Senior Vice President and
-----------------------------              Chief Financial Officer of
Gregory A. Wells                           NTS Capital Corporation


The Partnership is a limited  partnership and no proxy material has been sent to
the limited partners.

                                     - 53 -

<PAGE>