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):May 31, 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)
<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 Concord Apartment Partners,
L.P., a Colorado limited partnership ("CONCORD"); and Hillcrest Heights, L.P.,
an Iowa limited partnership ("HILLCREST"). (CONCORD and HILLCREST are sometimes
hereinafter referred to as the "Local Limited Partnerships.")
CONCORD owns the Concord Apartments in Orlando, Florida; and HILLCREST
owns the Hillcrest Apartments in Marshalltown, Iowa (singularly, a "Property"
and collectively, 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>
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
<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) 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 general partner of the
Partnership (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.
</FN>
</TABLE>
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.
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<PAGE>
<TABLE>
LOCAL ESTIMATED
GENERAL SHARING RATIOS: ACQUISITION
LOCAL LOCAL PARTNER'S ALLOCATIONS (4) AND FEES PAYABLE
LIMITED GENERAL PROPERTY DEVELOPMENT SHARING RATIOS: SALE OR REFINANCING SERIES 5's CAPITAL TO FUND
PARTNER PARTNER MANAGER (1) FEE (2) CASH FLOW (3) PROCEEDS (5) CONTRIBUTION 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 Inc. 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.
<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.
(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
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 ("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.
(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.
</FN>
</TABLE>
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<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Pursuant to Rule 3-14(a)(1) of Regulation S-X, certain audited
statements are required to be presented for the Local Limited
Partnerships. The Fund Manager is not aware of any material
factors relating to these Local Limited Partnerships which
would cause the audited financial statements listed below not
to be necessarily indicative of future operating results. The
financial statements are as follows:
Hillcrest Apartments Project
To be filed upon availability.
Concord Apartments
To be filed upon availability.
b. Proforma Financial Information
To be filed upon availability.
c. Exhibits
To be filed upon availability.
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<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: June 9, 1998 By: WNC & Associates, Inc.,
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
