Textainer Capital Corporation
650 California Street, 16th Floor
San Francisco, CA 94108
1/415-658-8232
April 1, 1997
Securities and Exchange Commission
Washington, DC
Re: Textainer Equipment Income Fund VI, L.P.
Registration on Form 8-A
Dear Sir or Madam:
Following on behalf of Textainer Equipment Income Fund VI, L.P., is a
Registration Statement on Form 8-A for securities to be registered pursuant to
Section 12(g) of the Securities Exchange Ace of 1934.
Should you have any questions or comments concerning this filing, please contact
the undersigned at 1/800-356-1739, press 2 then select extension 232.
Textainer Capital Corporation
Jeanene K. Gomes
Assistant Secretary
<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------------
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(exact name of registrant as specified in its charter)
California 94-3220152
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
650 California Street, 16th Floor, San Francisco, CA 94108
(Address of Principal Executive Offices) (ZIP Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Limited Partnership Interests (the "Units") None
-------------------------------
This document consist of a total of nine (9) pages
The exhibit index is located on page 4
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The Units are limited partnership interests of the registrant. For additional
information concerning rights to allocations and distributions, voting rights,
liquidation rights, restrictions on transfer and other rights and
characteristics associated with the ownership of Units, see the following
section of the registrant's "Prospectus," which are incorporated herein by
reference: "Transferability of Units" and "Summary of the Limited Partnership
Agreement." The registrant's "Prospectus" means the prospectus filed with the
Commission on May 10, 1996 in Pre-Effective Amendment No. 3 to the registrant's
Registration Statement on Form S-1, Registration No. 33-99534
Item 2. Exhibits
1. The registrant's Prospectus, as contained in Pre-Effective Amendment
No. 3 to the registrant's Registration Statement on Form S-1,
Registration No. 33-99534, which was filed with the Commission on
May 10, 1996, is incorporated herein by reference.
2. A specimen Certificate for Limited Partnership Units is attached hereto
as Exhibit 1.
3. The Registrant's Limited Partnership Agreement was filed as Exhibit A
to the registrant's Prospectus and is incorporated herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
Textainer Capital Corporation,
Managing General Partner
/s/ John R. Rhodes
----------------------------------------
John R. Rhodes
Executive Vice-President and Secretary
Date: April 1, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
1 Specimen Certificate for Limited Partnership Units 5
<PAGE>
CERTIFICATE OF UNITS OF LIMITED PARTNERSHIP INTEREST
[GRAPHIC OMITTED]
A certificate, resembling a stock certificate, measuring 8.5 by 14 inches and
printed out in landscape format. A detailed, scalloped border contained within
the margins, measuring .75 inches on all sides. Text is placed within the border
and defined by an additional border which appears against the scalloped border.
This secondary border is a simple set of double lines.
Two boxes measuring 1.75 inches horizontally and 1.31 inches vertically appear
in both upper right and left hand corners of the certificate. The left hand
corner box contains the word "NUMBER", whereas the right hand box contains
"UNITS". These boxes are separated by the following, centered text:
UNITS OF LIMITED PARTNERSHIP INTEREST (Bold type)
TRANSFER OF RIGHTS OF OWNERSHIP OF UNITS REPRESENTED BY THIS CERTIFICATE MAY
ONLY BE MADE TO TRANSFEREES WHO PROPERLY EXECUTE A TRANSFER APPLICATION APPROVED
BY TEXTAINER CAPITAL CORPORATION (THE "MANAGING GENERAL PARTNER").
TEXTAINER EQUIPMENT INCOME FUND VI, L.P. (Large, bold type)
A CALIFORNIA LIMITED PARTNERSHIP (Smaller than the above type)
A LIMITED PARTNERSHIP UNDER THE LAWS OF THE STATE OF CALIFORNIA (Smaller type,
not bold)
To the left of the above, below the left hand "NUMBER" box, .75 inches:
THIS RECEIPT IS TRANSFERABLE IN THE CITY OF ENGLEWOOD, COLORADO
To the right of the above, below the right hand "UNITS" box, .25 inches:
SEE REVERSE FOR CERTAIN DEFINITIONS
Directly below the text "A LIMITED CALIFORNIA PARTNERSHIP UNDER THE LAWS OF THE
STATE OF CALIFORNIA" is a shaded box measuring 8.5 inches horizontally by 1.5
inches vertically. This box is centered and contains the following text,
appearing as indicated:
1. General. (bold type) This certifies that (plain type; followed by 6.5 inches
horizontally of the empty shaded box to its rightmost edge, and 1.13 inches
vertically to the following text)
is a registered owner of (plain type; followed by 5.5 inches horizontally of the
empty shaded box to the following text)
Units, (plain type)
Directly below the above is a centered paragraph in small type, measuring 7
inches horizontally, which reads:
which are units of limited partners interest ("Units") in Textainer Equipment
Income Fund VI, A California Limited Partnership (the "Partnership") a limited
partnership established under the California Revised Limited Partnership Act.
The The Amended and Restated Limited Partnership Agreement dated as of February
1, 1995, as it may be amended from time to time (the "Partnership Agreement"),
under which the Partnership was organized and is existing, copies of which are
on file at the Transfer Agent's offices in Lakewood, Colorado, set forth the
rights, preferences and limitations of Units.
Directly below the above are two columns measuring 5.63 inches horizontally and
separated by .63 inches. Column one contains the following text:
(i) "NO SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR RECEIPT
OF ANY CONSIDERATION THEREFOR, MAY OCCUR WITHOUT THE PRIOR APPROVAL OF THE
MANAGING GENERAL PARTNER."
(ii) "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."
(iii) "ASSIGNEES OF THIS SECURITY MAY BECOME SUBSTITUTED LIMITED PARTNERS ONLY
WITH THE CONSENT OF THE MANAGING GENERAL PARTNER."
Column two contains the following text:
(iv) "ANY UNAUTHORIZED ASSIGNMENT OR TRANSFER SHALL BE VOID AB INITIO." (Text
"AB INITIO" appears in italics)
(v) "TRANSFER OF THESE UNITS ARE SUBJECT TO THE RESTRICTIONS SET FORTH HEREIN
AND SUITABILITY STANDARDS. THE STATEMENTS MADE ON THE FACE AND THE REVERSE OF
THIS CERTIFICATE ARE A SUMMARY OF CERTAIN PROVISIONS OF THE PARTNERSHIP
AGREEMENT AS DEFINED HEREIN AND ARE SUBJECT TO THE DETAILED PROVISIONS THEREOF
TO WHICH REFERENCE IS HEREBY MADE. ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE
THE SAME MEANINGS AS DEFINED IN THE PARTNERSHIP AGREEMENT, UNLESS OTHERWISE
DEFINED HEREIN OR THE CONTEXT OTHERWISE REQUIRES."
Directly below the above, in centered text appears the following:
FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF THIS CERTIFICATE APPEAR ON
REVERSE SIDE
In the lower left hand corner of the certificate appears the following text:
Date:
GEMISYS TRUST COMPANY
Depositary, Transfer Agent and Registrar
By:
Authorized Signature
In the lower right hand corner of the certificate appears the following text:
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
a California Limited Partnership
By: TEXTAINER CAPITAL CORPORATION
its Managing General Partner
By:
Authorized Signature
The above left and right hand corner text is separated by the words
NON-NEGOTIABLE, in large, bold type, measuring 5 inches horizontally and
centered between the two signature sections above.
<PAGE>
CERTIFICATE OF UNITS OF LIMITED PARTNERSHIP INTEREST
Reverse side of Certificate
(i) "NO SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, MAY OCCUR
WITHOUT THE PRIOR APPROVAL OF THE MANAGING GENERAL PARTNER."
(ii) "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."
(iii)"ASSIGNEES OF THIS SECURITY MAY BECOME SUBSTITUTED LIMITED PARTNERS ONLY
WITH THE CONSENT OF THE MANAGING
(iv) "ANY UNAUTHORIZED ASSIGNMENT OR TRANSFER SHALL BE VOID AB INITIO."
(v) "TRANSFER OF THESE UNITS ARE SUBJECT TO THE RESTRICTIONS SET FORTH HEREIN
AND SUITABILITY STANDARDS. THE STATEMENTS MADE ON THE FACE AND REVERSE OF THIS
CERTIFICATE ARE A SUMMARY OF CERTAIN PROVISIONS OF THE PARTNERSHIP AGREEMENT AS
DEFINED HEREIN AND ARE SUBJECT TO THE DETAILED PROVISIONS THEREOF TO WHICH
REFERENCE IS HEREBY MADE. ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE THE SAME
MEANINGS AS DEFINED IN THE PARTNERSHIP AGREEMENT, UNLESS OTHERWISE DEFINED
HEREIN OR THE CONTEXT OTHERWISE REQUIRES."
Capitalized terms used herein have the meanings ascribed to them in the
Partnership Agreement.
1. A transferee who has properly completed and delivered a Transfer Application
(approved by and provided by the Partnership's Managing General Partner or
transfer agent) to the Managing General Partner, shall be deemed to have (i)
applied to be admitted to the Partnership as a Substituted Limited Partner
pursuant to Article VII of the partnership Agreement with respect to the Units
transferred; (ii) agreed to comply with and be bound by the Partnership
Agreement (including the appointment of the General Partners as
attorneys-in-fact of the transferee for the purposes set forth in Article XI of
the Partnership Agreement), Whether or not the transferee is admitted as a
Substituted Limited Partner with respect to the Units transferred; (iii) agreed
to execute any document that the General Partners may reasonably require to be
executed in connection with the transfer or with the admission of such
transferee as a Substituted Limited Partner with respect to the Units
transferred; (iv) appointed the General Partners as attorneys-in-fact of the
transferee, each such attorney, acting alone, being authorized to execute,
acknowledge, and file any document which may be considered necessary or
desirable by the General Partners to carry out fully the provisions of the
Partnership Agreement, including, without limitation, an amendment or amendments
to the Partnership Agreement for the purpose of admitting the transferee as
Substituted Limited Partnership Agreement and such other application,
certificates, instruments, affidavits and documents as may be required or
appropriate in connection with the registration or documentation of the
Partnership's Equipment, provided, however, that the foregoing appointment does
not in any way limit the authority of the General Partners as attorneys-in-fact
for the transferee under Article XI of the Partnership Agreement; and (v)
approved any consents and waivers contained in the Partnership Agreement. Unless
and until admitted as a Substitute Limited Partner pursuant to Article VII of
the Partnership Agreement with respect to Units transferred, the Record Holder
of a Unit transferred pursuant hereto shall be an Assignee in respect of such
Unit, whether or not the Record Holder is a Limited Partner with respect to
other Units.
2. Any holder of a Unit (including a transferee thereof) conclusively shall be
deemed to have agreed to comply with and be bound by all of the terms and
conditions of the Partnership Agreement, with the same effect as if the holder
had executed a Transfer Application, whether or not the holder has in fact
executed such a Transfer Application. A request by any broker, dealer, bank,
trust company, clearing corporation or nominee holder to register transfer of a
Unit, however signed (including by any stamp, mark, or symbol executed or
adopted with intent to authenticate the Unit), shall be deemed to be execution
of a Transfer Application by and on behalf of the beneficial owner of the Unit.
3. Assignees shall be entitled to share in the allocations and distributions of
the Partnership, but shall not be entitled to vote on any matter unless and
until they are admitted to the Partnership as Substituted Limited Partners.
FOR OTHER INFORMATION REGARDING THE RIGHTS AND RESTRICTIONS APPLICABLE TO
HOLDERS OF UNITS, PLEASE REVIEW THE LIMITED PARTNERSHIP AGREEMENT, WHICH IS ON
FILE AT THE OFFICE OF THE TRANSFER AGENT.
