SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 1997
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(Exact name of registrant as specified in its charter)
California 333-24111 33-0745418
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 662-5565
N/A
(Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Inapplicable.
b. Proforma Financial Information
Proforma Balance Sheet, September 30, 1997
Proforma Statement of Operations For the Period July 15, 1997
(date operations commenced) to September 30, 1997 Notes to
Proforma Financial Statements
c. Exhibits
10.1 Amended and Restated Agreement of Limited
Partnership of Chillicothe Plaza Apts., L.P.
(previously filed)
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
(A Development-Stage Enterprise)
PROFORMA BALANCE SHEET
September 30, 1997
<TABLE>
ASSETS
Historical Proforma Proforma
Balance Adjustments Balance
<S> <C> <C>
Cash $2,158,837 $2,492,504
(206,360)
(670,095) $3,774,886
Subscriptions receivable 689,000 670,095 1,359,095
Investment in limited partnerships 231,569 6,269,182
206,360 6,707,111
Other assets 129 0 129
---------- ---------- -------------
$3,079,535 $8,761,686 $11,841,221
========== ========== ============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Notes payable to limited partnerships $ - $6,269,182 $6,269,182
Accrued fees and expenses due to
general partner and affiliates 239,578 0 239,578
-------- ----------- ---------
239,578 6,269,182 6,508,760
-------- ----------- ---------
PARTNERS' EQUITY
General partner (3,471) (4,253) (7,724)
Original limited partner 1,000 1,000
Limited partners 2,842,428 2,496,757 5,339,185
--------- --------- ---------
Total partners' equity 2,839,957 2,492,504 5,332,461
--------- --------- ---------
$3,079,535 $8,761,686 $11,841,221
========= ========== ==========
-Unaudited-
See Accompanying Notes to Proforma Financial Statements
</TABLE>
FS-1
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
(A Development-Stage Enterprise)
PROFORMA STATEMENT OF OPERATIONS
For the Period July 15, 1997 (date operations commenced)
to September 30, 1997
Historical Proforma Proforma
Balance Adjustments Balance
Interest income $ 129 $ 129
------- -------
Operating expense
Amortization 289 289
Legal and accounting 43 43
------ ------
Total operating expense 332 332
------ ------
Loss from operations (203) (203)
Equity in income
of limited partnerships - 1,070 1,070
------- ----- -----
Net income (loss) $ (203) $ 1,070 $ 867
======= ======= =======
-Unaudited-
See Accompanying Notes to Proforma Financial Statements
FS-2
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO PROFORMA FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The information contained in the following notes to the proforma financial
statements is condensed from that which appears in the financial statements.
Accordingly, these proforma financial statements should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the WNC Housing Tax Credit Fund VI, L.P., Series 5 financial statements dated
September 30, 1997. WNC Housing Tax Credit Fund VI, L.P., Series 5 is referred
to in these notes as the "Partnership."
NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
As of September 30, 1997, the Partnership was not admitted as majority limited
partner in any limited partnerships. Subsequent to September 30, 1997, the
Partnership has acquired a limited partnership interest in one limited
partnership, Chillicothe Apartments (Chillicothe) and is negotiating to acquire
limited partnership interests in five other partnerships. The investments commit
the Partnership to capital contributions as follows:
CHILLICOTHE $ 981,049
APT HOUSING THEODORE 1,312,916
BRADLEY 532,196
HUGHES 235,110
MURFREESBORO 684,474
TULSA-CRESTVIEW 2,523,437
---------
$ 6,269,182
=============
In accordance with Article 11, Proforma Financial Information of Regulation S-X
of the Securities and Exchange Commission, the accompanying proforma balance
sheet was computed assuming that the limited partnerships discussed above were
acquired at the end of the period presented. The first adjustment to cash and
the adjustment to partners' equity of $2,492,504 reflects the net proceeds from
October 1 to November 5, 1997 from issuance of 3,068 units of limited partners'
capital ($3,037,795 less notes receivable of $120,000, and commissions and
offering costs of $425,291.) The third adjustment to cash and the adjustment to
subscriptions receivable of $670,095 reflects the subscriptions receivable from
the above subscriptions. The adjustment to investment in limited partnerships
and notes payable to limited partnerships of $6,269,182 reflects the
Partnership's acquisition of the six limited partnership interests as if the
Partnership's date of acquisition was September 30, 1997. The second adjustment
to investment in limited partnerships and the second adjustment to cash of
$206,360 reflects the acquisition fee for the acquisition of the identified
limited partnerships.
FS-3
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
Five of the six apartment complexes were under construction or rehabilitation
during the period presented and had no operations which should be reported.
Hughes Villa had operations during the period presented (July 15, 1996 to
September 30, 1996), and proforma income of $1,070 has been recorded in the
Proforma Statement of Operations. The Partnership uses the equity method of
accounting to account for its investments in these local limited partnerships.
FS-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
Date: December 10, 1997 By: WNC & Associates, Inc.,
------------------ General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
