WNC HOUSING TAX CREDIT FUND VI LP SERIES 5
POS AM, 1999-08-03
OPERATORS OF APARTMENT BUILDINGS
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As filed with the Securities and Exchange Commission on August 3, 1999

                                                     Registration No. 333-24111


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-11
                         POST-EFFECTIVE AMENDMENT NO. 7
                                       TO
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
       (Exact names of registrants as specified in governing instruments)

                         3158 Redhill Avenue, Suite 120
                        Costa Mesa, California 92626-3416
                                 (714) 662-5565
                    (Address of principal executive offices)

                              DAVID N. SHAFER, ESQ.
                             WNC & ASSOCIATES, INC.
                         3158 Redhill Avenue, Suite 120
                        Costa Mesa, California 92626-3416
                                 (714) 662-5565
            (Name, address and telephone number of agent for service)


                                    Copy to:
                            PAUL G. DANNHAUSER, ESQ.
                             Derenthal & Dannhauser
                           One Post Street, Suite 575
                         San Francisco, California 94104
                                 (415) 981-4844

         Date of termination of sale to the public:  June 23, 1999


<PAGE>

     Through a Registration  Statement on Form S-11 which was declared effective
on June 23, 1997,  WNC Housing Tax Credit Fund VI,  L.P.,  Series 5 ("Series 5")
registered 25,000 units of limited  partnership  interest in Series 5 ("Series 5
Units")  for offer and sale to the  public,  and WNC Housing Tax Credit Fund VI,
L.P.,  Series 6 ("Series  6")  registered  25,000  units of limited  partnership
interest in Series 6 ("Series 6 Units") for offer and sale to the public.

     The public  offering  conducted  by Series 5 pursuant to such  Registration
Statement  terminated  on July 9, 1998,  at which date 25,000 Series 5 Units had
been issued and sold by Series 5.

     The public  offering  conducted  by Series 6 pursuant to such  Registration
Statement  terminated  on June 23, 1999, at which date 20,500 Series 6 Units had
been issued and sold by Series 6.

     No  further  Series  5 Units  or  Series 6 Units  will be  issued  and sold
pursuant to such Registration Statement.

     This post-effective  amendment no. 7 to the Registration Statement is filed
for the purpose of deregistering the 4,500 Series 6 Units which are unissued and
unsold.


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<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrants  certify that they have reasonable grounds to believe that they meet
all of the  requirements  for  filing  on Form S-11 and have  duly  caused  this
amendment  to  Registration  Statement  to be  signed  on  their  behalf  by the
undersigned,  thereunto  duly  authorized,  in the City of Costa Mesa,  State of
California, on the 2nd day of August, 1999.

                           WNC HOUSING TAX CREDIT FUND VI, L.P.,
                            SERIES 5 and SERIES 6

                           By: WNC & ASSOCIATES, INC.,
                               General Partner

                               By:  /s/ JOHN B. LESTER, JR.
                                        John B. Lester, Jr.,
                                        President



                                        3

<PAGE>



     Pursuant to the  requirements of the Securities Act of 1933, this amendment
to Registration  Statement has been signed below by the following persons in the
capacities and on the dates indicated.


SIGNATURE                   CAPACITY                         DATE


WILFRED N. COOPER, SR. *    Director and chief               August 2, 1999
Wilfred N. Cooper, Sr.      executive officer of
                            WNC & Associates, Inc.


/s/ JOHN B. LESTER, JR.     Director, president,             August 2, 1999
John B. Lester, Jr.         chief operating officer
                            and secretary of WNC &
                            Associates, Inc.


WILFRED N. COOPER, JR. *    Director and                     August 2, 1999
Wilfred N. Cooper, Jr .     executive vice president
                            of WNC & Associates,
                            Inc.

DAVID N. SHAFER  *          Director and                     August 2, 1999
David N. Shafer             senior vice president
                            of WNC & Associates,
                            Inc.


/s/MICHAEL L. DICKENSON    Chief financial officer           August 2, 1999
Michael L. Dickenson       and chief accounting
                           officer of WNC &
                           Associates, Inc.



* /s/ JOHN B. LESTER, JR.
 By:  John B. Lester, Jr.,
      as attorney-in-fact


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