SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 1998
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)
1
<PAGE>
Item 2. Acquisition or Disposition of Assets
WNC Housing Tax Credit Fund VI, L.P., Series 5 ("Series 5") has
acquired Local Limited Partnership Interests in United Development Corp., L.P. -
97.1, a Tennessee limited partnership ("UNITED 97.1"); and United Development
Corp., L.P. - 97.2, a Tennessee limited partnership ("UNITED 97.2"). Each of the
Local Limited Partnerships owns a single-family housing development in Memphis,
Tennessee (together the "Properties").
The following tables contain information concerning the Properties and
the Local Limited Partnerships identified herein:
<TABLE>
LOCAL
ACTUAL OR LIMITED
ESTIMATED ESTIMATED PERMANENT PARTNER-
PROJECT CONSTRUC- DEVELOPMENT MORTGAGE SHIP'S YEAR
LOCAL NAME AND TION 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> <C>
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 (3)
Greater County),
Lemoyne Tennessee
Garden's
Community
40 homes
(2)
UNITED Mallory Memphis May 1998 $1,140,543 20 2BR $396-444 $380,392 $1,061,547 1998
97.2 Heights (Shelby Homes STB (3)
Homes County),
Tennessee
20 homes
(4)
<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 Properties were
completed and in service.
(2) Property designed for senior citizens and families.
(3) 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.
(4) Property designed for senior citizens.
</FN>
</TABLE>
Memphis (UNITED 97.1 and UNITED 97.2): Memphis (population 610,000) is in Shelby
County, at 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.
2
<PAGE>
<TABLE>
LOCAL ESTIMATED
GENERAL SHARING RATIOS: ACQUISITION
LOCAL LOCAL PARTNER(S) SHARING ALLOCATIONS (4) AND SERIES FEES PAYABLE
LIMITED GENERAL PROPERTY DEVELOPMENT RATIOS: SALE OR REFINANCING CAPITAL 5's TO FUND
PARTNER PARTNERS MANAGER (1) FEE (2) CASH FLOW (3) PROCEEDS (5) CONTRIBUTIONS (6) MANAGER
<S> <C> <C> <C> <C> <C> <C>
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. (8) 15% or $5,000
Ellen LGP: 70%
Schaffer The balance:
Buehler (7) 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. (8) 15% or $5,000
Ellen LGP: 70%
Schaffer The balance:
Buehler (7) 20/80
<FN>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. The 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 Properties so long as the
fee therefore does not exceed the amount authorized and approved by the lender
for the Properties.
(2) The Local Limited Partnership will pay its Local General Partner or an
affiliate of its Local General Partner a development fee in the amount set
forth, for services incident to the development and construction of the
Properties, which services include: negotiating the financing commitments for
the Properties; securing necessary approvals and permits for the development and
construction of the Properties; 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 ("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) WNC Housing, L.P., an Affiliate of the Sponsor which is the special limited
partner, and (iii) the Local General Partner.
(5) Reflects the percentage interests of Series 5 and the Local General Partner,
in any net cash proceeds from sale or refinancing of the Properties, 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.
(6) Series 5 will make its capital contribution to the Local Limited Partnership
in stages, with each contribution due when certain conditions regarding
construction or operations of the Properties have been fulfilled.
(7) Construction completion and operating deficit guarantees will be
provided by Harold E. Buehler, Sr. and Jo Ellen Schaffer Buehler. 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.
(8) 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>
</TABLE>
3
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Inapplicable.
b. Proforma Financial Information
Inapplicable.
c. Exhibits
10.1 Amended and Restated Agreement of Limited
Partnership of United Development Co., L.P.
- 97.2
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: May 15, 1998 By: WNC & Associates, Inc.,
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
10.1 Amended and Restated Agreement of Limited Partnership of
United Development Co., L.P. - 97.2
6
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF UNITED DEVELOPMENT CO., L.P. - 97.2
As of this 30th day of April, 1998, the parties, having previously
formed a limited partnership under the Tennessee Limited Partnership Act (the
"Act") have agreed to amend and restate the Partnership Agreement as follows:
RECITALS
WHEREAS, on August 28, 1997, a Certificate of Limited Partnership (the
"Certificate") was recorded with the Secretary of State naming United
Development Corporation as the general partner (the "General Partner").
WHEREAS, United Development Co., L.P. - 97.2 (the "Partnership") was
formed as a Tennessee limited partnership pursuant to an Agreement of Limited
Partnership dated November 25, 1997 (the "Original Agreement") by and between
Harold E. Buehler, Sr., and Jo Ellen Buehler, as the original general partners
(collectively the "Original General Partner") and United Development
Corporation, as the limited partner (the "Original Limited Partner").
WHEREAS, the Parties desire to amend and restate the Original Agreement
to provide for (i) the withdrawal from the Partnership of the Original Limited
Partner, (ii) the admission of WNC Housing Tax Credit Fund VI, L.P., Series 5, a
California limited partnership, as the Investment Limited Partner, (iii) the
revisal of the Original Agreement to reflect the certified General Partner as
stated in the Certificate, and (iv) more fully set forth the rights and
obligations of the Partners.
In consideration of the mutual agreements set forth herein, it is
agreed and certified, and the Original Agreement is hereby amended and restated
in its entirety as follows:
1. Name. The name of the Partnership is United Development Co., L.P. -
97.2 (the "Partnership").
2. Business. The Partnership has been organized for the following
purposes:
(a) To acquire the land for and develop 20 new single family housing
units located in Memphis, Tennessee, and to finance, hold, own, maintain,
improve, lease, operate and if appropriate, sell or dispose of such (the
"Project");
(b) To perform any act necessary or convenient to accomplish, or in
connection with, the foregoing purpose; and
(c) To engage in any lawful act or activity for which a limited
partnership may be organized under the laws of the State of Tennessee.
3. Principal Place of Business. The Partnership's principal place of
business is at: 2531 Broad Avenue, Memphis, Tennessee 38112.
<PAGE>
4. Withdrawal of Original Limited Partner and Admission of Investment
Limited Partner. United Development Corporation hereby withdraws from the
Partnership as a limited partner. WNC Housing Tax Credit Fund VI, L.P.,
Series 5, hereby is admitted as the investment limited partner (the "Investment
Limited Partner") of the Partnership.
5. Name, Address and Limited Partnership's Interest of Each Partner:
The names, addresses and Partnership interests of the partners of the
Partnership (the "Partners") as set forth on Exhibit "A" attached
hereto.
6. Term. The term of the Partnership shall be from the date hereof,
until dissolution, which shall be the earliest to occur of:
(a) December 31, 2055; or
(b) Upon the written consent or affirmative vote of the limited
partners of the Partnership (the "Limited Partners") to dissolve and
terminate the Partnership; or
(c) Upon the disposition of all interests in all Partnership
assets; or
(d) Upon the dissolution, bankruptcy, or insolvency of the
General Partner or substitute General Partner.
7. Capital Contributions. The Partners have contributed the amounts
described on Exhibit "A" to the capital of the Partnership.
8. Limitation on Liability of Investment Limited Partner. The liability
of the Investment Limited Partner shall be limited to its capital contribution
stated on Exhibit "A". The Investment Limited Partner shall have no other
liability to contribute money to, or in respect of the liabilities or
obligations of the Partnership, nor shall the Investment Limited Partner be
personally liable for any obligations of the Partnership. The Investment
Limited Partner shall not be obligated to make any loans to the Partnership.
9. Capital Account Maintenance. For all purposes of this Partnership
Agreement and throughout the entire term of the Partnership, (i) capital
account balances shall be maintained in accordance with the rules of Section
1.704-1(b)(2)(iv) of the Treasury Regulations, (ii) liquidating distributions
shall be made in accordance with the requirements of Section 1.804-1(b)
(2)(ii)(b)(2) of the Treasury Regulations and (iii) the Partnership shall
comply with the qualified income offset requirements of Section 1.704-1(b)
(2)(ii)(d) of the Treasury Regulations.
<PAGE>
10. Profits, Losses and Distributions. Partnership profits and losses shall
be allocated and Partnership distributions shall be made to the Partners
in accordance with their Partnership interests as set forth on
Exhibit "A".
11. Power and Authority of General Partner. The General Partner of the
Partnership shall have complete and exclusive control over the day-to-day
management of the Partnership's business and affairs, and the Investment Limited
Partner shall have no right to participate in the management or conduct of the
Partnership's business or affairs nor any power or authority to act for or on
behalf of the Partnership in any respect whatsoever.
12. Limitation on General Partner's Power and Authority. The General
Partner shall not do any of the following:
(a) Act in contravention of this Agreement or the Act;
(b) Act in any manner which would make it impossible to carry
on the ordinary business of the Partnership;
(c) Confess a judgment against the Partnership;
(d) Possess Partnership property, or assign rights in specific
Partnership property, for other than the exclusive benefit of the Partnership,
or commingle the funds of the Partnership with the funds of any other person or
entity;
(e) Admit a person or entity as a General Partner or as a
Limited Partner of the Partnership without the written consent or affirmative
vote of the Investment Limited Partner;
(f) Except in connection with the winding up of the Partnership,
sell, transfer, encumber, or exchange in a single transaction or a series of
transactions substantially all of the assets acquired by the Partnership without
the written consent or affirmative vote of the Investment Limited Partner; or
(g) Obligate the Partnership to any extraordinary or to any
transaction not in normal course of the day-to-day management and operation
of the Partnership's business as set forth in Section 2 hereof without the
written consent or affirmative vote of the Investment Limited Partner.
13. Obligation of the General Partner. The General Partner shall be
obligated to provide to the Investment Limited Partner on or before July 31,
1998: (i) all due diligence materials with respect to the Project and the
Partnership required by the Investment Limited Partner and its investors and
satisfactory in form and substance to the Investment Limited Partner in its sole
discretion.
<PAGE>
14. Removal of Investment Limited Partner. The Interest of the Investment
Limited Partner shall be liquidated upon the General Partner's payment to the
Investment Limited Partner of an amount equal to the capital contribution stated
on Exhibit "A" if, on or before August 31, 1998, the Investment Limited Partner
has not (i) executed a First Amended and Restated Agreement of Limited
Partnership of the Partnership (the "First Amended Agreement") in a form
satisfactory to the Investment Limited Partner and (ii) paid to the Partnership
an initial Capital Contribution in such amount as shall be agreed to by the
General Partner and the Investment Limited Partnership. Notwithstanding the
foregoing, the General Partner shall not have the right to purchase the
Investment Limited Partner's Interest if the delay in executing the First
Amended Agreement and making an initial Capital Contribution was caused by the
General Partner's failure to timely deliver the due diligence documents required
by the Investment Limited Partner.
15. Amendments. This Agreement may be amended at any time by the written
consent or affirmative vote of the General Partner and the Investment Limited
Partner.
16. Time of Admission. For all purposes of this Agreement, including but
not limited to Section 8, a Partner shall be deemed to have been admitted to
the Partnership as of the first day of the month in which it becomes a
Partner; provided, however, that an amendment to the Internal Revenue Code
of 1986, as amended (the "Code") is adopted or if Treasury Regulations are
issued which would require, in the opinion of the tax counsel to the
Partnership, that a Partner be deemed admitted on a date other than as of
the first day of such month, then the General Partner shall select a permitted
admission date which is most favorable to a majority-in interest of the Limited
Partners.
17. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original copy and all of which together
shall constitute one agreement binding on all parties hereto, notwithstanding
that all parties shall not have signed the same counterpart.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date and year written above.
GENERAL PARTNER
United Development Corporation
By: /s/ Harold E. Buehler, Sr.
Harold E. Buehler, Sr.,
President
ORIGINAL LIMITED PARTNER
United Development Corporation
By: /s/ Harold E. Buehler, Sr.
Harold E. Buehler, Sr.,
President
ORIGINAL GENERAL PARTNER
/s/ Harold E. Buehler, Sr.
Harold E. Buehler, Sr.
/s/ Jo Ellen Buehler
Jo Ellen Buehler
INVESTMENT LIMITED PARTNER
WNC Housing Tax Credit Fund VI, L.P., Series 5
By: WNC & Associates, Inc.,
General Partner
By: /s/ David N. Shafer
David N. Shafer,
Senior Vice President
<PAGE>
EXHIBIT "A"
TO THE AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP
OF UNITED DEVELOPMENT CO., L.P. - 97.2
General Partners Partnership Capital Contribution
Interest
Harold E. Buehler, Sr. .01% $100
Jo Ellen Buehler
2531 Broad Avenue
Memphis, Tennessee 38112
Investment Limited Partner
WNC Housing Tax Credit 99.99% $100
Fund VI, L.P., Series 5
3158 Redhill Avenue
Suite 120
Costa Mesa, California 92626
