WNC HOUSING TAX CREDIT FUND VI LP SERIES 5
424B3, 1998-05-15
OPERATORS OF APARTMENT BUILDINGS
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                      WNC HOUSING TAX CREDIT FUND VI, L.P.,
                                    SERIES 5


                         Supplement Dated April 30, 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 THE SERIES 5 OFFERING

         As of the date  hereof,  Series  5 has  received  subscriptions  in the
amount of $16,919,405 (16,974 Units), of which $541,150 currently is represented
by Promissory Notes.

LOCAL LIMITED PARTNERSHIP INVESTMENTS

         Series 5 has acquired a Local  Limited  Partnership  Interest 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  own a  single-family
housing development in Memphis, Tennessee (together the "Properties").

         The following tables contain  information  concerning the homes and the
Local Limited Partnerships identified herein:
<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>           <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.  See the  discussion  under "The Low Income
         Housing Credit" in the Prospectus.

(2)      Property designed for senior citizens and families.


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<PAGE>

(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

<TABLE>


                                  LOCAL                                                                   ESTIMATED
                                  GENERAL                        SHARING RATIOS:                          ACQUISITION
LOCAL   LOCAL                      PARTNER(S)    SHARING RATIOS: ALLOCATIONS (4) AND                      FEES PAYABLE
LIMITED GENERAL       PROPERTY     DEVELOPMENT   CASH            SALE OR REFINANCING  SERIES 5's CAPITAL  TO FUND
PARTNER PARTNERS      MANAGER (1)  FEE (2)       FLOW (3)        PROCEEDS (5)         CONTRIBUTION (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     Inc. (8)                   15% or $5,000
        Jo  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.  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 Properties so long as the
fee therefore  does not exceed the amount  authorized and approved by the lender
for the Properties.

(2) Each 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
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(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) 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 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(s).

(6)  Series  5  will  make  its  capital  contributions  to  the  Local  Limited
Partnership  in  stages,  with each  contribution  due when  certain  conditions

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<PAGE>

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)  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>


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