WNC HOUSING TAX CREDIT FUND VI, L.P.,
SERIES 5
Supplement Dated June 8, 1998
To Prospectus Dated June 23, 1997
This Supplement is part of, and should be read in conjunction with, the
Prospectus of WNC Housing Tax Credit Fund VI, L.P., Series 5 ("Series 5") dated
June 23, 1997 (the "Prospectus"), the Supplement to Prospectus dated January 21,
1998, and the Supplement to Prospectus dated March 31, 1998. Capitalized terms
used but not defined in this Supplement have the meanings given to them in the
Prospectus.
STATUS OF SERIES 5 OFFERING
As of the date hereof, Series 5 has received subscriptions in the
amount of $19,975,405 (20,030 Units), of which $700,300 currently is represented
by Promissory Notes.
LOCAL LIMITED PARTNERSHIP INVESTMENTS
Included herein is a discussion of four Local Limited Partnership
Interests acquired or identified for acquisition by Series 5. Each of the
Properties has received a reservation of Low Income Housing Credits. While the
Fund Manager believes that Series 5 is reasonably likely to retain or acquire an
interest in each of these Local Limited Partnerships, Series 5 may not do so as
result of the failure by a Local Limited Partnership to satisfy one or more
conditions precedent to the payment of each installment payment, the inability
of Series 5 to raise additional capital necessary to complete the purchase of
the Local Limited Partnership Interests identified herein, the purchase of Local
Limited Partnership Interests other than those identified herein, or other
factors. Moreover, the terms of any acquisition may differ from those as
described. Accordingly, investors should not rely on the ability of Series 5 to
retain or acquire an investment in all these Local Limited Partnerships on the
indicated terms in deciding whether to invest in Series 5.
Series 5 has acquired a Local Limited Partnership Interest in Concord
Apartment Partners, L.P., a Colorado limited partnership ("CONCORD"); and United
Development Co., L.P. - 97.1, a Tennessee limited partnership ("UNITED 97.1").
Series 5 has identified for acquisition a Local Limited Partnership Interest in
Hillcrest Heights, L.P., an Iowa limited partnership ("HILLCREST"); and United
Development Co., L.P. - 97.2, a Tennessee limited partnership ("UNITED 97.2").
CONCORD owns the Concord Apartments in Orlando, Florida; HILLCREST owns
the Hillcrest Apartments in Marshalltown, Iowa; UNITED 97.1 owns the Forty Homes
for the Greater Lemoyne Garden's Community in Memphis, Tennessee; and UNITED
97.2 owns the Mallory Heights Homes in Memphis, Tennessee.
The following tables contain information concerning the Properties and
the Local Limited Partnerships identified herein:
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<TABLE>
LOCAL
ACTUAL OR LIMITED
ESTIMATED ESTIMATED PERMANENT PARTNER-
PROJECT CONSTRUC- DEVELOP- MORTGAGE SHIP'S YEAR
LOCAL NAME AND TION MENT COST NUMBER OF BASIC LOAN ANTICIPATED CREDITS
LIMITED NUMBER LOCATION COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS TO BE FIRST
PARTNERSHIP OF BUILDINGS OF PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) AVAILABLE
<S> <C> <C> <C> <C> <C> <C> <C>
CONCORD Concord Orlando December $1,217,878 26 1BR $270-350 $295,000 $705,022 1996(2)
Apartments (Orange 1995(2) Units FTB (3)
County),
5 buildings Florida
HILLCREST Hillcrest Marshalltown December $1,372,500 24 2BR $477-527 $600,000 $959,075 1996(4)
Apartments (Marshall 1995(4) Units SB (5)
County), 8 3BR Units
3 buildings Iowa
UNITED Forty Homes Memphis December $2,759,571 40 3BR $450-504 $1,065,834 $2,693,230 1998
97.1 For the (Shelby 1998 Homes STB (7)
Greater County),
Lemoyne Tennessee
Garden's
Community
40 homes
(6)
UNITED Mallory Memphis May 1998 $1,140,543 20 2BR $396-444 $380,392 $1,061,547 1998
97.2 Heights (Shelby Homes STB (7)
Homes County),
Tennessee
20 homes
(8)
<FN>
(1) Low Income Housing Credits are available over a 10-year period. For the
year in which the credit first becomes available, Series 5 will receive
only that percentage of the annual credit which corresponds to the
number of months during which Series 5 was a limited partner of the
Local Limited Partnership, and during which the Property was completed
and in service. See the discussion under "The Low Income Housing
Credit" in the Prospectus.
(2) The Property was owned by another local limited partnership until
September 1997, when the property was acquired by a secured lender in
foreclosure. CONCORD acquired the Property from that lender in January
1998.
(3) Federal Trust Bank ("FTB") will provide the mortgage loan for a term of
15 years at an annual interest rate of 8.875%. Principal and interest
will be payable monthly, based on a 25-year amortization schedule.
Outstanding principal will be due upon maturity.
(4) The Property was owned by another local limited partnership until July
1997, when the Property was acquired by a construction lender in
foreclosure. HILLCREST was formed by the Fund Manager to acquire the
Property after receiving a commitment from that lender for permanent
financing.
(5) Security Bank ("SB") will provide the mortgage loan for a term of 20
years at an annual interest rate of 7.375%. Principal and interest will
be payable monthly, based on a 30-year amortization schedule.
Outstanding principal will be due upon maturity.
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(6) Property designed for senior citizens and families.
(7) South Trust Bank ("STB") will provide the mortgage loan for a term of
15 years at an annual interest rate of 9.5%. Principal and interest
will be payable monthly, based on a 30-year amortization schedule.
Outstanding principal will be due upon maturity.
(8) Property designed for senior citizens.
</FN>
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Orlando (CONCORD): Orlando (population 184,000) is in Orange County, Florida, at
the intersection of Interstate Highway 4 and Florida's Turnpike. The major
employers for Orlando residents are Walt Disney World Co., Florida Hospital, and
Orlando Regional Healthcare System.
Hillcrest (MARSHALLTOWN): Marshalltown (population 25,500) is the county seat of
Marshall County, and is located in central Iowa, approximately 30 miles
northeast of Des Moines, at the intersection of State Highways 14 and 330. The
major employers for Marshalltown residents are Swift and Company, Fisher
Controls International, and Lennox Industries.
Memphis (UNITED 97.1 and UNITED 97.2): Memphis (population 610,000) is in
Shelby County, in the southwest corner of Tennessee, at the intersection of
Interstate Highways 40, 55, and 240. The major employers for Memphis residents
are Federal Express Corporation, the U.S. Government, and the Memphis City Board
of Education
<TABLE>
LOCAL ESTIMATED
GENERAL SHARING RATIOS: ACQUISITION
LOCAL LOCAL PARTNER(S)' ALLOCATIONS (4) AND FEES PAYABLE
LIMITED GENERAL PROPERTY DEVELOPMENT SHARING RATIONS SALE OR REFINANCING SERIES 5's CAPITAL TO FUND
PARTNER PARTNER(S) MANAGER (1) FEE (2) CASH FLOW (3) PROCEEDS (5) CONTRIBUTION (6) MANAGER
<S> <C> <C> <C> <C> <C> <C>
CONCORD New Professional $99,732 WNC:Greater 99.98/.01/.01 $470,185 $44,000
Communities, Management, of 40/60
LLC (7) Inc. (8) 15% or $1,000
LGP: 70%
The balance:
30/70
HILLCREST WNC National $0 WNC: 90% 99.99/.01 $609,012 $57,000
& Management LGP: 10% 85/15
Associates, Corporation
Inc. (9) (10)
UNITED Harold E. Buehler $142,000 WNC: Greater 99.98/.01/.01 $1,844,678 $171,000
97.1 Buehler, Enterprises, of 20/80
Sr. and Jo Inc. (12) 15% or $5,000
Ellen LGP: 70%
Schaffer The balance:
Buehler (11) 20/80
UNITED Harold E. Buehler $60,000 WNC: Greater 99.98/.01/.01 $743,008 $69,000
97.2 Buehler, Enterprises, of 20/80
Sr. and Jo Inc. (12) 15% or $5,000
Ellen LGP: 70%
Schaffer The balance:
Buehler (11) 20/80
<FN>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. Each Local General Partner is
authorized to employ either itself or one of its Affiliates, or a third party,
as property manager for leasing and management of the Property so long as the
fee therefore does not exceed the amount authorized and approved by the lender
for the Property.
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(2) The Local Limited Partnership will pay its Local General Partner(s) or an
Affiliate of its Local General Partner(s) a development fee in the amount set
forth, for services incident to the development and construction of the
Property, which services include: negotiating the financing commitments for the
Property; securing necessary approvals and permits for the development and
construction of the Property; and obtaining allocations of Low Income Housing
Credits. This payment will be made in installments after receipt of each
installment of the capital contributions made by Series 5.
(3) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 5 ("WNC") and the Local General Partner(s) ("LGP") of the
Local Limited Partnership for each year of operations. Generally, to the extent
that the specific dollar amounts which are to be paid to WNC are not paid
annually, they will accrue and be paid from sale or refinancing proceeds as an
obligation of the Local Limited Partnership.
(4) Subject to certain special allocations, reflects the respective percentage
interests in profits, losses and Low Income Housing Credits of (i) Series 5,
(ii) other than with respect to HILLCREST, WNC Housing, L.P., an Affiliate of
the Sponsor which is the special limited partner, and (iii) the Local General
Partner(s).
(5) Reflects the percentage interests of (i) Series 5 and (ii) the Local General
Partner(s), in any net cash proceeds from sale or refinancing of the Property,
after payment of the mortgage loan and other Local Limited Partnership
obligations (see, e.g., note 3), and the following, in the order set forth: the
capital contributions of Series 5; and the capital contribution of the Local
General Partner(s).
(6) Series 5 generally will make its capital contributions to the Local Limited
Partnership in stages, with each contribution due when certain conditions
regarding construction or operations of the Properties have been fulfilled. See
"Investment Policies" and "Terms of the Local Limited Partnership Agreements"
under "Investment Objectives and Policies" in the Prospectus.
(7) New Communities, LLC is a Colorado limited liability company which was
formed in August 1997 to aid affordable housing developers in preparing Tax
Credit applications and obtaining financing. New Communities, LLC has a nominal
net worth. Series 5 is withholding $100,000 of the capital contribution. The
funds will serve as a guarantee of operating deficits. If not used for such
purposes, the funds will be released annually in equal installments over three
years commencing in 1999.
(8) Professional Management, Inc. was formed in 1969. Currently,
Professional Management, Inc. manages 71 properties consisting of more than
9,000 units. Six of the properties (489 units) are receiving Tax Credits.
(9) The Fund Manager is the general partner of HILLCREST. No operating
deficit guarantee will be provided by any party.
(10) National Management Corporation is an Iowa corporation which was formed in
1988 to manage federally funded, commercial and Tax Credit properties.
Currently, National Management Corporation manages 151 properties consisting of
3,720 units. One hundred (2,390 units) of these properties are receiving Tax
Credits.
(11) Mr. and Mrs. Buehler (both age 49) have represented to Series 5 that,
as of March 15, 1998, they had a net worth in excess of $9,000,000.
(12) Buehler Enterprises, Inc. is a Tennessee corporation which was formed
in 1984 by Harold E. Buehler, Sr. Buehler Enterprises, Inc. currently manages
approximately 200 units consisting primarily of single family homes and duplexes
in Memphis.
</FN>
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