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): 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)
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<PAGE>
Item 2. Acquisition or Disposition of Assets
WNC Housing Tax Credit Fund VI, L.P., Series 5 ("Series 5") has acquired a
Local Limited Partnership Interest in United Development Co., L.P. - 97.2, a
Tennessee limited partnership ("UNITED 97.2"); and has identified for
acquisition a Local Limited Partnership Interest in United Development Co., L.P.
- - 97.1, a Tennessee limited partnership ("UNITED 97.1"). (UNITED 97.1 and UNITED
97.2 are each referred to herein as the "Local Limited Partnership".) Each Local
Limited Partnership owns a single-family housing development in Memphis,
Tennessee (each, a "Property.")
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 $1,061,526 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 Property was
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.
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<PAGE>
<TABLE>
LOCAL ESTIMATED
GENERAL SHARING RATIOS: ACQUISITION
LOCAL LOCAL PARTNERS' SHARING ALLOCATIONS (4) AND SERIES 5's FEES PAYABLE
LIMITED GENERAL PROPERTY DEVELOPMENT RATIOS: SALE OR REFINANCING CAPITAL 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. 15% or $5,000
Ellen LGP: 70%
Schaffer The balance:
Buehler 20/80
UNITED Harold E. Buehler $60,000 WNC: Greater 99.98/.01/.01 $742,930 $69,000
97.2 Buehler, Enterprises, of 20/80
Sr. and Jo Inc. 15% or $5,000
Ellen LGP: 70%
Schaffer The balance:
Buehler 20/80
<FN>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. The Local General Partners are
authorized to employ either themselves or one of their 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.
(2) The Local Limited Partnership will pay its Local General Partners or an
affiliate of its Local General Partners 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 Partners ("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 Partners.
(5) Reflects the percentage interests of Series 5 and the Local General Partners
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
Partners.
(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 Property have been fulfilled.
</FN>
</TABLE>
3
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Inapplicable.
b. Proforma Financial Information
Proforma Balance Sheet, March 31, 1998 (Unaudited)
Notes to Proforma Financial Statements
c. Exhibits
10.1 Amended and Restated Agreement of Limited
Partnership of United Development Co., L.P.
- 97.2 (previously filed)
10.2 Second Amended and Restated Agreement of Limited
Partnership of United Development Co., L.P. - 97.2
(to be filed upon availability)
4
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WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(A California Limited Partnership)
PROFORMA BALANCE SHEET
March 31, 1998
<TABLE>
ASSETS
Historical Proforma Proforma
Balance Adjustments Balance
<S> <C> <C>
Cash and cash equivalents $7,612,155 $1,714,400
(140,490)
(86,000) $9,100,065
Subscriptions receivable 597,350 86,000 683,350
Loans receivable 360,194 (260,194) 100,000
Investment in limited partnerships 6,756,695 3,272,594
140,490 10,169,779
Other assets 24,552 0 24,552
---------- ---------- ----------
$15,350,946 $4,726,800 $20,077,746
=========== ========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Payables to limited partnerships $1,836,775 $3,272,594
(260,194) $4,849,175
Accrued fees and expenses due to general
partner and affiliates 564,249 0 564,249
------- --------- ---------
2,401,024 3,012,400 5,413,424
--------- --------- ---------
PARTNERS' EQUITY
General partner (18,619) (2,926) (21,545)
Limited partners 12,968,541 1,717,326 14,685,867
---------- --------- ----------
Total partners' equity 12,949,922 1,714,400 14,664,322
---------- --------- ----------
$15,350,946 $4,726,800 $20,077,746
=========== ========= ===========
</TABLE>
- Unaudited -
See Accompanying Notes to Proforma Financial Statements
FS-1
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
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
March 31, 1998. 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 March 31, 1998, the Partnership was admitted as majority limited partner
in five limited partnerships (Chillicothe Plaza Apartments, L.P. El Reno Housing
Associates Limited Partnership, Hughes Villa Limited Partnership, Mark Twain
Senior Community Limited Partnership and Spring Valley Terrace Apartments
L.L.C.). Subsequent to March 31, 1998, the Partnership has acquired a limited
partnership interest in three limited partnerships; Bradley Villas Limited
Partnership (Bradley), Murfreesboro Villas Limited Partnership (Murfreesboro),
United Development Corp., L.P. (UNITED 97.2) and is negotiating to acquire the
limited partnership interest in one other partnership, Apartment Housing of
Theodore (APT. HOUSING). These investments commit the Partnership to capital
contributions as follows:
APT. HOUSING $ 1,312,916
BRADLEY 532,196
MURFREESBORO 684,474
UNITED 97.2 743,008
-------
$ 3,272,594
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 $1,714,400, reflect the net proceeds from
April 1, 1998 to April 30, 1998 from issuance of 2,090 units of limited
partners' capital ($2,090,000 less notes receivable of $83,000, and commissions
and offering costs of $292,600). The third adjustment to cash and the
FS-2
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
(A California Limited Partnership)
NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
adjustment to subscriptions receivable of $86,000 reflect subscriptions
receivable from the above sale of limited units. The adjustments to investment
in limited partnerships and notes payable to limited partnerships of $3,272,594
reflect the Partnership's acquisition of the four limited partnership interests
as if the Partnership's date of acquisition was March 31, 1998. The second
adjustment to investment in limited partnerships and the second adjustment to
cash of $140,490 reflect the acquisition fee for the acquisition of the four
identified limited partnerships. The adjustment to loans receivable and the
second adjustment to payables to limited partnerships reflect the application of
loans receivable from two of the four identified limited partnerships to capital
contributions to such limited partnerships.
The four apartment complexes were under construction or rehabilitation during
the period presented and had no operations which should be reported.
FS-3
<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: July 2, 1998 By: WNC & Associates, Inc.,
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
