FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-24855
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
California 33-0745418
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
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Item 1. Business
WNC Housing Tax Credit Fund VI, L.P., Series 5
Organization
WNC Housing Tax Credit Fund, VI, L.P., Series 5 (the "Partnership") was formed
under the California Revised Limited Partnership Act on March 3, 1997 and
commenced operations on August 29, 1997. The Partnership was formed to invest
primarily in other limited partnerships or limited liability companies which
will own and operate multi-family housing complexes that will qualify for low
income housing credits (the "Low Income Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. ("Associates"
or the "General Partner".) Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust, owns just less than 70% of the outstanding stock of Associates. John B.
Lester, Jr. is the original limited partner of the Partnership and owns, through
the Lester Family Trust, just less than 30% of the outstanding stock of
Associates. The business of the Partnership is conducted primarily through the
General Partner as the Partnership has no employees of its own.
Pursuant to a registration statement (Commission File No. 333-24111) which was
declared effective on June 23, 1997, the Partnership commenced a public offering
of 25,000 units of Limited Partnership Interest ("Units"), at a price of $1,000
per Unit. As of December 31, 1998, the Partnership had received and accepted
subscriptions for 25,000 Units net of volume and dealer discounts of $81,1825,
in the amount of $24,918,175 of which $918,400 was represented by promissory
notes of the subscribers. Holders of Units are referred to herein as "Limited
Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
local limited partnerships and local limited companies ("Local Limited
Partnerships") each of which will own and operate an apartment complex
("Apartment Complex") which will qualify for the Low Income Housing Credit. In
general, under Section 42 of the Internal Revenue Code, an owner of low-income
housing can receive the Low Income Housing Credit to be used against Federal
taxes otherwise due in each year of a ten-year period. The Apartment Complex is
subject to a 15-year compliance period (the "Compliance Period").
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Apartment Complex prior to the end of
the applicable Compliance Period. Because of (i) the nature of the Apartment
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the inability of the
Partnership to directly cause the sale of Apartment Complexes by the general
partners or mananging members of the respective Local Limited Partnerships (the
"Local General Partners"), but generally only to require such Local General
Partners to use their respective best efforts to find a purchaser for the
Apartment Complexes (and then subject to the ability of government lenders to
disapprove of transfers), it is not possible at this time to predict whether the
liquidation of substantially all of the Partnership's assets and the disposition
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of the proceeds, if any, in accordance with the Partnership's Agreement of
Limited Partnership, as amended by the First Amendment thereto ("Partnership
Agreement") will be able to be accomplished promptly at the end of the 15-year
period. If a Local Limited Partnership is unable to sell an Apartment Complex,
it is anticipated that the Local General Partner will either continue to operate
such Apartment Complex or take such other actions as the Local General Partner
believes to be in the best interest of the Local Limited Partnership. In
addition, circumstances beyond the control of the General Partner may occur
during the Compliance Period which would require the Partnership to approve the
disposition of an Apartment Complex prior to the end thereof.
As of December 31, 1998, the Partnership had invested in two Local Limited
Partnerships. Each of these Local Limited Partnerships owns an Apartment Complex
that is or is expected to be eligible for the Low Income Housing Credit. All of
theses Local Limited Partnerships also benefit from government programs
promoting low- or moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multifamily residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Apartment Complexes owned by the
Local Limited Partnerships will be readily marketable. Additionally, there can
be no assurance that the Partnership will be able to dispose of its interests in
the Local Limited Partnerships at the end of the Compliance Period. The value of
the Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the
Apartment Complexes and the Partnership. The Apartment Complexes could be
subject to loss through foreclosure. In addition, each Local Limited Partnership
is subject to risks relating to environmental hazards and natural disasters
which might be uninsurable. Because the Partnership's ability to control its
operations will depend on these and other factors beyond the control of the
General Partner and the Local General Partners, there can be no assurance that
the anticipated Low Income Housing Credits will be available to Limited
Partners.
As of December 31, 1998, the two Apartment Complexes were still under
construction. The Apartment Complexes were being developed by the respective
Local General Partners who acquired the sites and applied for applicable
mortgages and subsidies. The Partnership became the principal limited partner or
non-managing member in these Local Limited Partnerships pursuant to arm's-length
negotiations with the respective Local General Partners. As a limited partner or
non-managing member, the Partnership's liability for obligations of each Local
Limited Partnership is limited to its investment. The Local General Partners of
each Local Limited Partnership retain responsibility for developing,
constructing, maintaining, operating and managing the Apartment Complex.
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SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
AS OF DECEMBER 31, 1998
Percentage
Total Units Units of Units
Name & Location Units Completed Occupied Occupied
Apartment Housing of Theodore
Theodore (Mobile County), Alabama 40 0 0 0%
Bradley Villas Limited Partnership
Bradley (Lafayette County), Arkansas 20 20 19 95%
Chillicothe Plaza Apartments
Chillicothe (Livingston County),
Missouri 28 0 0 0%
Concord Apartment Partners, L.P.
Orlando (Orlando County), Florida 26 26 26 100%
El Reno Housing Associates L. P.
El Reno (Canadian County), Oklahoma 100 0 0 0%
Hillcrest Apartments, LP
Marshaltown (Marshall County), Iowa 32 32 22 69%
Hughes Villas, L.P.
Hughes (St. Francis), Arkansas 20 20 20 100%
Mansur Wood Living Center, L.P.
Carbon Cliff (Rock Island), Illinois 115 0 0 0%
Mark Twain Senior Community L.P.
Oakland (Alameda County), California 109 109 96 88%
Murfreesboro Villas, L.P.
Murfreesboro (Pike County), Arkansas 24 24 13 54%
Spring Valley Terrace Apartments
Mayer (Yavapai County), Arizona 20 0 0 0%
United Development Co., L.P. 97.1
Memphis (Shelby County), Tennessee 40 0 0 0%
United Development Co., 97.2
Memphis (Shelby County), Tennessee 20 20 20 100%
--- --- --- ---
594 271 228 84%
=== === === ===
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Item 2. Properties
Through its investment in Local Limited Partnerships the Partnership holds an
interest in Apartment Complexes. See Item 1 for information pertaining to these
Apartment Complexes.
Item 3. Legal Proceedings
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but are being sold through a
public offering. It is not anticipated that any public market will develop for
the purchase and sale of any Unit. Units can be assigned only if certain
requirements in the Partnership Agreement are satisfied.
(b) At December 31, 1998, there were 1,382 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships. The Limited Partners, who invested in
the Partnership received Housing Tax Credits of $20 to $12 per Unit depending on
the month of investment in 1998. The limited partners received no Housing Tax
Credits in 1997.
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Item 5b.
The Partnership conducted an offering pursuant to a registration statement
(Commission File No. 333-24111) which was declared effective on June 23, 1997.
As of December 31, 1998 the Partnership had received subscriptions for 25,000
Units, for an aggregate amount of capital contributions of $24,918,175 net of
volume and dealer discounts of $81,825 in an offering which commenced on July
16, 1997. At December 31, 1998, the above capital contributions consisted of
cash of $23,999,775 and notes receivable of $918,400. At December 31, 1998,
approximately $3,183,115 was paid or due to Associates or WNC Capital
Corporation, the dealer-manager for the offering, for selling commissions,
wholesaling activities and in reimbursement of other organization and offering
expenses. Included therein are selling commissions of approximately $1,683,115
and wholesaling and other organization and offering expenses of approximately
$750,000 which were paid or to be paid to to non-affiliates. At December 31,
1998, approximately $21,735,000 is invested or available to be invested in Local
Limited Partnership Interests or Reserves as follows:
Paid or to be paid Paid or to be
to General Partner paid to others Total
or affiliates
Acquisition Fees $1,670,800 $1,67,800
Acquisition costs $169,000 169,000
Lower tier partnerships 18,279,000 18,279,000
Reserves or available
to be invested - 1,616,200 1,616,200
--------- ---------- ----------
Total $1,670,800 $20,064,200 $21,735,000
========= ========== ==========
Item 6. Selected Financial Data
OMITTED.
Note to Reader. Some of the limited partnerships in which the
Partnership has investments have yet to provide final audited financial
statements and other information as required under the terms of the
respective partnership agreements. That information is critical to the
completion of the Partnership's required disclosures in this Annual
Report on Form 10K, including information on the underlying property
investments, the Partnership's financial statements and required
supplementary schedules. Every effort is being made to obtain this
information and the registrant will file an amended Form 10K as quickly
as possible.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
OMITTED.
See the Note to Reader in Part II, Item 6.
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Impact of Year 2000
The General Partner has assessed the Partnership's exposure to date sensitive
computer systems that may not be operative subsequent to 1999. As a result of
this assessment, the General Partner has executed a plan to minimize the
Partnership's exposure to financial loss and/or disruption of normal business
operations that may occur as a result of Year 2000 non-compliant computer
systems.
Business Computer Systems
These systems include both computer hardware and software applications relating
to operations such as financial reporting. The Partnership does not maintain its
own systems and thus utilizes the computer systems of the General Partner. The
General Partner developed a compliance plan for each of its business computer
systems, with particular attention given to critical systems. The General
Partner contracted with an outside vendor to evaluate, test and repair such
systems. The assessment consisted of determining the compliance with Year 2000
of critical computer hardware and software. Incidences of non-compliance were
found with respect to computer software applications and were corrected. The
vendor found no instances of non-compliance with respect to computer hardware.
The Local General Partners and/or property management companies maintain the
business computer systems that relate to the operations of the Local Limited
Partnerships. The General Partner is in the process of obtaining completed
questionnaires from such Local General Partners and property management
companies to assess their respective Year 2000 readiness. The General Partner
intends to identify those Local General Partners and property management
companies that have systems critical to the operations of the Local Limited
Partnerships that are not Year 2000 compliant. For those Local General Partners
and property management companies which have business computer systems which
will not be Year 2000 compliant prior to December 31, 1999 and where the lack of
such compliance is determined to have a potential material effect on the
Partnership's financial condition and results of operations, the General Partner
intends to develop contingency plans which may include changing property
management companies.
Outside Vendors
The General Partner has obtained assurances from its suppliers of electrical
power and banking and telecommunication services that their critical systems are
all Year 2000 compliant. There exists, however, inherent uncertainty that all
systems of outside vendors or other third parties on which the General Partner,
and thus the Partnership, and the Local General Partners and property management
companies, and thus the Local Limited Partnerships, rely will be Year 2000
compliant. Therefore, the Partnership remains susceptible to the consequences of
third party critical computer systems being non-compliant.
Personal Computers
The General Partner has determined that its personal computers and related
software critical to the operations of the Partnership are Year 2000 compliant.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NONE.
Item 8. Financial Statements and Supplementary Data
OMITTED.
See the Note to Reader in Part II, Item 6.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
(a)(1) (i) On December 16, 1998, Corbin & Wertz, Irvine, California
was dismissed as the Partnership's principal independent accountant.
(ii) The reports of Corbin & Wertz respecting the financial
statements of the Partnership did not contain an adverse opinion or a
disclaimer of opinion, nor were any such reports qualified or modified
as to uncertainty, audit scope, or accounting principles, as of and
for the years ended December 31, 1997 and 1996.
(iii) The decision to change accountants was approved by the
board of directors of the General Partner.
(iv) During the last two fiscal years and subsequent interim
period of the Partnership there were no disagreements between Corbin &
Wertz and the Partnership on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure of the nature described in Item 304(a)(1)(iv) of Securities
and Exchange Commission Regulation S-K.
(v) During the last two fiscal years and subsequent interim
period of the Partnership there were no reportable events of the
nature described in Item 304(a)(1)(v) of Securities and Exchange
Commission Regulation S-K.
(a)(2) On February 3, 1999, BDO Seidman, LLP, Costa Mesa, California
was engaged as the Partnership's principal independent accountant.
During the last two fiscal years and subsequent interim period of the
Partnership, the Partnership did not consult BDO Seidman, LLP
regarding (i) either, the application of accounting principles to a
specified transaction; or the type of audit opinion that might be
rendered on the Partnership's financial statements, or (ii) any matter
that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or
was a reportable event (as defined in Item 304(a)(1)(v) of Securities
and Exchange Commission Regulation S-K).
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Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who
serves as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred
N. Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC &
Associates, Inc. are Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and
a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and
a general partner in some of the programs previously sponsored by the Sponsor.
Mr. Cooper has been involved in real estate investment and acquisition
activities since 1968. Previously, during 1970 and 1971, he was founder and
principal of Creative Equity Development Corporation, a predecessor of WNC &
Associates, Inc., and of Creative Equity Corporation, a real estate investment
firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.
John B. Lester, Jr., age 65, is President, a Director, Secretary and a
member of the Acquisition Committee of WNC & Associates, Inc., and a Director of
WNC Capital Corporation. Mr. Lester has 27 years of experience in engineering
and construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries which he co-founded in 1973. Mr. Lester graduated from the University
of Southern California in 1956 with a Bachelor of Science degree in Mechanical
Engineering.
Wilfred N. Cooper, Jr., age 36, is Executive Vice President, a Director and
a member of the Acquisition Committee of WNC & Associates, Inc. He is President
of, and a registered principal with, WNC Capital Corporation, a member firm of
the NASD, and is a Director of WNC Management, Inc. He has been involved in
investment and acquisition activities with respect to real estate since he
joined the Sponsor in 1988. Prior to this, he served as Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report, a Director of NMHC and an Alternate
Director of NAHB. He graduated from The American University in 1985 with a
Bachelor of Arts degree.
David N. Shafer, age 46, is Senior Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
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Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.
Michael L. Dickenson, age 42, is Vice President - Finance, Chief Financial
Officer and a member of the Acquisition Committee of WNC & Associates, Inc. and
Chief Financial Officer of WNC Management, Inc. He has been involved with
acquisition and investment activities with respect to real estate since 1985.
Prior to joining the Sponsor in March 1999, he was the Director of Financial
Reporting at TrizecHahn Centers Inc., a developer and operator of commercial
real estate, from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real
Estate Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of
Finance with Great Southwest Companies, a commercial and residential real estate
developer, from 1985 to 1988. Mr. Dickenson is a member of the Financial
Accounting Standards Committee for the National Association of Real Estate
Companies and the American Institute of Certified Public Accountants, and a
Director of HomeAid Southern California, a charitable organization affiliated
with the building industry. He graduated from Texas Tech University in 1978 with
a Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant.
Thomas J. Riha, age 44, is Vice President - Asset Management and a member
of the Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business
Administration with a concentration in Accounting and is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 53, is Vice President - National Sales of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment activities since 1978. Prior to joining
the Sponsor he served as Executive Vice President by MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 36, is Vice President - Acquisitions of WNC &
Associates, Inc. He has been involved in real estate acquisitions and
investments since 1986 and has been employed with WNC & Associates, Inc. since
1994. Prior to that, he served on the development team of the Bixby Ranch which
constructed apartment units and Class A office space in California and
neighboring states, and as a land acquisition coordinator with Lincoln Property
Company where he identified and analyzed multi-family developments. Mr. Buckland
graduated from California State University, Fullerton in 1992 with a Bachelor of
Science degree in Business Finance.
David Turek, age 44, is Vice President - Originations of WNC & Associates,
Inc. He has been involved with real estate investment and finance activities
since 1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995
to 1996, Mr. Turek served as a consultant for a national Tax Credit sponsor
where he was responsible for on-site feasibility studies and due diligence
analyses of Tax Credit properties. From 1990 to 1995, he was involved in the
development of conventional and tax credit multi-family housing. He is a
Director with the Texas Council for Affordable Rural Housing and graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.
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Kay L. Cooper, age 62, is a Director of WNC & Associates, Inc. Mrs. Cooper
was the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership accrued or paid the
General Partner or its affiliates as of December 31, 1998 approximately
$3,183,000 for selling commissions and other fees and expenses of the
Partnership's offering of Units. Of the total accrued or paid, approximately
$2,733,000 was paid or to be paid to unaffiliated persons participating in the
Partnership's offering or rendering other services in connection with the
Partnership's offering.
(b) Acquisition fees in an amount equal to 7.0% of the gross proceeds of the
Partnership's Offering ("Gross Proceeds"). Through December 31, 1998, the
aggregate amount of acquisition fees paid or accrued was approximately
$1,670,800.
(c) The Partnership reimbursed the General Partner or its affiliates as of
December 31, 1998 for acquisition expense, not to exceed 1.5% of the Gross
Proceeds, expended by such persons on behalf of the Partnership in the amounts
$169,000.
(d) An annual asset management fee in an amount equal to 0.2% of Invested Assets
which are attributable to apartment units receiving government assistance.
"Invested Assets" means the sum of the Partnership's investment in Local Limited
Partnerships and the Partnership's allocable share of the amount of the
indebtedness related to the Apartment Complexes.
(e) The Partnership reimbursed the General Partner or its affiliates as of
December 31, 1998 for approximately $4,500 operating expenses expended by such
persons on behalf of the Partnership.
.
(f) A subordinated disposition fee in an amount equal to 1% of the sale price
received in connection with the sale or disposition of an Apartment Complex or
Local Limited Partnership Interest. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital contributions
and payment of the Return on Investment to the Limited Partners. "Return on
Investment" means an annual, cumulative but not compounded, "return" to the
Limited Partners (including Low Income Housing Credits) as a class on their
adjusted capital contributions commencing for each Limited Partner on the last
day of the calendar quarter during which the Limited Partner's capital
contribution is received by the Partnership, calculated at the following rates:
(i) 14% through December 31, 2006, and (ii) 6% for the balance of the
Partnerships term. No disposition fees have been paid.
(g) The General Partner will receive 1% of the Low Income Housing Credits. The
General Partner was allocated Low Income Housing Credits of $441 for the year
ended December 31, 1998. No Low Income Housing Credits were allocated for the
year ended December 31, 1997.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
County Bank, a California Corporation, 550 West Main, Merced California owns 830
of the 9,834 Units outstanding as of December 31, 1998 (8.44%) and is the only
person known to the General Partner to own beneficially in excess of 5% of the
outstanding Units.
(b) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or beneficially
any Units in the Partnership.
(c) Changes in Control
The management and control of the General Partner may be changed at any time in
accordance with its organizational documents, without the consent or approval of
the Limited Partners. In addition, the Partnership Agreement provides for the
admission of one or more additional and successor General Partners in certain
circumstances.
First, with the consent of any other General Partners and a majority-in-interest
of the Limited Partners, any General Partner may designate one or more persons
to be successor or additional General Partners. In addition, any General Partner
may, without the consent of any other General Partner or the Limited Partners,
(i) substitute in its stead as General Partner any entity which has, by merger,
consolidation or otherwise, acquired substantially all of its assets, stock or
other evidence of equity interest and continued its business, or (ii) cause to
be admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership will
be classified a partnership for Federal income tax purposes. Finally, a
majority-in-interest of the Limited Partners may at any time remove the General
Partner of the Partnership and elect a successor General Partner.
Item 13. Certain Relationships and Related Transactions
All of the Partnership's affairs are managed by the General Partner. The
transactions with the General Partner are primarily in the form of fees paid by
the Partnership for services rendered to the Partnership, as discussed in Item
11 and in the notes to the accompanying financial statements.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
OMITTED.
See the Note to Reader in Part II, Item 6.
Exhibits
3.1: Agreement of Limited Partnership dated as of March 3, 1997, filed as
Exhibit 3.1 to Post-Effective Amendment No. 1 to the Registration Statement, is
hereby incorporated herein as Exhibit 3.1.
3.2 First Amendment to Agreement of Limited Partnership dated as of August 29,
1997.
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Material Contracts
10.1 Amended and Restated Agreement of Limited Partnership of Chillicothe Plaza
Apts., L.P. filed as exhibit 10.1 to the current report on Form 8-K dated
November 11, 1997, is herein incorporated by reference as Exhibit 10.1.
10.2 Amended and Restated Agreement of Spring Valley Terrace Apartments, L.L.C.
filed as Exhibit 10.3 to Post-effective Amendment No. 1 to Registration
statement, is herein incorporated by reference as Exhibit 10.2.
10.3 Amended and Restated Agreement of Limited Partnership of El Reno Housing
Associates Limited Partnership filed as Exhibit 10.1 to the current report on
Form 8-K dated January 15, 1998, is herein incorporated by reference as Exhibit
10.3.
10.4 Second Amended and Restated Agreement of Limited Partnership of Hughes
Villas Limited Partnership filed as Exhibit 10.2 to the current report on Form
8-K dated January 15, 1998, is herein incorporated by reference as Exhibit 10.4.
10.5 First Amendment to Second Amended and Restated Agreement of Limited
Partnership of Hughes Villas Limited Partnership filed as Exhibit 10.3 to the
current report on Form 8-K dated January 15, 1998, is herein incorporated by
reference as Exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Mark Twain Senior
Community Limited Partnership filed as Exhibit 10.3 to the current report on
Form 8-K dated January 15, 1998, is herein incorporated by reference as Exhibit
10.6.
10.7 Amended and Restated Agreement of Limited Partnership of United Development
Co., L.P. - 97-2 filed as Exhibit 10.3 to Form 8-K dated April 30, 1998 is
herein incorporated as Exhibit 10.7
10.8 Second Amended and Restated Agreement of Limited Partnership of United
Development Co., L.P. - 97-2 filed as Exhibit 10.2 to Form 8-K dated April 30,
1998 is herein incorporated as Exhibit 10.7
10.9 Second Amended and Restated Agreement of Limited Partnership of United
Development Co., L.P. - 97-1 filed as Exhibit 10.3 to Form 8-K dated April 30,
1998 is herein incorporated as Exhibit 10.9
10.10 Second Amended and Restated Agreement of Limited Partnership of Concord
Apartment Partners, L.P. filed as Exhibit 10.1 to Form 8-K dated May 31, 1998 is
herein incorporated as Exhibit 10.10.
10.11 Amended and Restated Agreement of Limited Partnership of Mansur Wood
Living Center, L.P. filed as Exhibit 10.1 to Form 8-K dated September 19, 1998
is herein incorporated as Exhibit 10.11.
10.12 Amended and Restated Agreement of Apartment Housing of Theodore, LTD filed
as Exhibit 10.23 to Post-Effective Amendment No 3 to Registration Statement.
REPORTS ON 8-K.
Form 8K/A Amended Current Report filed September 1, 1998
Form 8K Current Report filed October 1, 1998
Form 8K/A Amended Current Report filed October 13, 1998
Form 8K/A Amended Current Report filed October 14, 1998
Form 8K Current Report filed December 22, 1998
12
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
By: WNC & Associates, Inc.
General Partner
By: /s/ John B. Lester, Jr
- ---------------------------
John B. Lester, Jr.
President of WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ Michael L. Dickenson
- -----------------------------
Michael L. Dickenson
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: April 14, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By /s/ Wilfred N. Cooper, Sr.
- ------------------------------
Wilfred N. Cooper, Sr. Chairman of the Board of WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ John B. Lester, Jr
- --------------------------
John B. Lester, Jr. Director of WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ David N. Shafer
- ------------------------
David N Shafer Director of WNC & Associates, Inc.
Date: April 14, 1999
13
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