WNC HOUSING TAX CREDIT FUND VI LP SERIES 6
424B3, 1998-08-25
OPERATORS OF APARTMENT BUILDINGS
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                      WNC HOUSING TAX CREDIT FUND VI, L.P.,
                                    SERIES 6


                        Supplement Dated August 20, 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 6 ("Series 6") dated
June 23, 1997 (the "Prospectus"), and the Supplement to Prospectus dated July 9,
1998.  Capitalized  terms  used  but not  defined  in this  Supplement  have the
meanings given to them in the Prospectus.

STATUS OF SERIES 6 OFFERING

         As of the date  hereof,  Series  6 has  received  subscriptions  in the
amount of $1,566,000 (1,566 Units), of which $97,500 currently is represented by
Promissory Notes.

LOCAL LIMITED PARTNERSHIP INVESTMENTS

         Included  herein is a  discussion  of five  Local  Limited  Partnership
Interests  acquired  or  identified  for  acquisition  by  Series  6. The  seven
Apartment  Complexes  owned by these Local Limited  Partnerships  are located in
four  states  and  are  being   developed  and  constructed  by  four  different
development teams. Each of the Apartment Complexes has received a reservation of
Low Income  Housing  Credits.  While the Fund Manager  believes that Series 6 is
reasonably  likely to retain  or  acquire  an  interest  in each of these  Local
Limited  Partnerships,  Series 6 may not do so as a result of the  failure  by a
Local Limited  Partnership  to satisfy one or more  conditions  precedent to the
payment  of each  installment  payment,  the  inability  of  Series  6 to  raise
additional  capital  necessary  to complete  the  purchase of the Local  Limited
Partnership   Interests   identified  herein,  the  purchase  of  Local  Limited
Partnership  Interests  other than those  identified  herein,  or other factors.
Moreover,  the terms of any  acquisition  may differ  from  those as  described.
Accordingly,  investors should not rely on the ability of Series 6 to acquire an
investment in all these Local  Limited  Partnerships  on the indicated  terms in
deciding whether to invest in Series 6.

         Series 6 has acquired a Local Limited  Partnership  Interest in Trenton
Village  Apts.,  L.P.,  a Missouri  limited  partnership  ("TRENTON").  Series 6
expects to acquire a Local  Limited  Partnership  Interest in Ottawa I, L.P., an
Illinois  limited  partnership  ("OTTAWA");  Preservation  Partners I, L.P.,  an
Illinois limited  partnership  ("PRESERVATION");  United Development Co., L.P. -
97.0, a Tennessee limited  partnership  ("UNITED 97.0");  and West Mobile County
Housing, Ltd., an Alabama limited partnership ("WEST MOBILE").

         OTTAWA owns the Highland Apartments in Oglesby, Illinois;  PRESERVATION
owns the Autumn Ridge I Apartments in Pontiac, Illinois ("PRESERVATION AUTUMN"),
the Pontiac "A" Apartments in Pontiac,  Illinois ("PRESERVATION  PONTIAC"),  and
the  Shumway  Apartments  in  Taylorville,  Illinois  ("PRESERVATION  SHUMWAY");
TRENTON owns the Trenton Village  Apartments in Trenton,  Missouri;  UNITED 97.0
owns the Sixty Homes for Memphis (single-family  houses) in Memphis,  Tennessee;
and WEST MOBILE owns the Peppertree Apartments in Theodore, Alabama.

         The following tables contain information  concerning the Properties and
the Local Limited Partnerships identified herein:

                                       1
<PAGE>

<TABLE>

                                                                                                           LOCAL
                                         ACTUAL OR                                                         LIMITED
                                         ESTIMATED     ESTIMATED                             PERMANENT     PARTNER-
             PROPERTY                    CONSTRUC-     DEVELOP-                              MORTGAGE      SHIP'S YEAR
LOCAL        NAME AND                    COMPLETION    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> 
OTTAWA       Highland       Oglesby      June 1999     $1,733,549   16 1BR units  $230-372    $1,192,341    $592,540      1999
             Apartments     (La Salle                                             $275-445    RD (3)
                            County),                                15 2BR units
             8 Buildings    Illinois                                     
             (2)

- -----------  -------------- ------------ ------------- ------------ ------------ ----------- ------------- ------------- -----------
PRESERVATION Autumn  Ridge  Pontiac      June 1999     $790,000     8 1BR units  $229-376    $631,000      $244,630     1999
(AUTUMN)     I              (Livingston                             8 2BR units  $271-449    RD (3)
             Apartments     County),
                            Illinois
             2 Buildings
             (2)

(PONTIAC)    Pontiac "A"    Pontiac      June 1999     $747,361     10 1BR units $221-368    $564,000      $244,290      1999
             Apartments     (Livingston                                          $273-451    RD (3)
                            County),                                10 2BR units
             5 Buildings    Illinois                                     
             (2)

(SHUMWAY)    Shumway        Taylorville  June 1999     $818,618     13 1BR units $208-345    $623,100      $268,140      1999
             Apartments     (Christian                                           $425        RD (3)
                            County),                                11 2BR units
             5 Buildings    Illinois                                
             (2)

- -----------  -------------- ------------ ------------- ------------ ------------ ----------- ------------- ------------- -----------
TRENTON      Trenton        Trenton      October 1999  $2,075,016   24 2BR units $280        $730,000      $1,507,270    2000
             Village        (Grundy                                              $335        MHDC (4)
             Apartments     County),                                8 3BR units
                            Missouri
             8 Buildings

- -----------  -------------- ------------ ------------- ------------ ------------ ----------- ------------- ------------- -----------
UNITED       Sixty Homes    Memphis      June 1999     $3,655,250   60 4BR homes $470-586    $1,311,517    $3,921,441    1999
97.0         for Memphis    (Shelby                                                          STB (6)
                            County),
             60 Homes       Tennessee
             (5)

- -----------  -------------- ------------ ------------- ------------ ------------ ----------- ------------- ------------- -----------
WEST         Peppertree     Theodore     August 1999   $3,245,436   8 1BR units  $247        $565,000      $2,754,975    1999
MOBILE       Apartments     (Mobile                                 33 2BR units $295        CB (7)
                            County),                                             $331
             6 Buildings    Alabama                                 14 3BR units             $791,000
                                                                                             AHFA (8)



<FN>
(1) Low Income Housing Credits are available over a 10-year period. For the year
in which the credit  first  becomes  available,  Series 6 will receive only that
percentage of the annual credit which corresponds to the number of months during
which  Series 6 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) Rehabilitation property.

(3) Rural  Development  ("RD") will provide the  mortgage  loan for a term of 40
years at a market  rate of  interest  prior to  reduction  thereof by a mortgage
interest subsidy to an annual rate of 1%. Principal and interest will be payable
monthly, based on a 40-year amortization schedule.

(4) Missouri Housing  Development  Commission ("MHDC") will provide the mortgage
loan for a term of 40 years at an  annual  interest  rate of 1%.  Principal  and
interest will be payable monthly, based on a 40-year amortization schedule.

(5) Property designed for senior citizens and families. The Property consists of
60 single-family homes, interspersed throughout Memphis.

                                       2
<PAGE>

(6) Southtrust Bank, National Association ("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.

(7) Colonial  Bank ("CB") will provide the first  mortgage loan for a term of 20
years at an annual interest rate of 9.5%. Principal and interest will be payable
monthly, based on a 20-year amortization schedule.

(8) Alabama Housing Finance Authority  ("AHFA"),  using HOME funds, will provide
the second  mortgage  loan for a term of 20 years at an annual  interest rate of
0.5%.  Principal  and  interest  will be  payable  monthly,  based on a  20-year
amortization schedule.
</FN>
</TABLE>

Oglesby  (OTTAWA):  Oglesby  (population  3,600)  is  in La  Salle  County,
Illinois, on U. S. Highway 51, approximately 100 miles southwest of Chicago. The
major  employers  for  Oglesby  residents  are Peru  Mall,  LTV  Steel,  and St.
Margaret's Hospital.

Pontiac (PRESERVATION AUTUMN) & (PRESERVATION PONTIAC): Pontiac (population
11,400) is the county seat of  Livingston  County,  Illinois,  and is located on
Interstate  Highway 55,  approximately  40 miles northeast of  Bloomington.  The
major employers for Pontiac residents are Caterpillar Inc. (engine  components),
Pontiac Correctional Facility, R. R. Donnelley & Sons, Inc. (financial printer),
Interlake, Inc. (storage racks and systems) and OSF Saint James Hosptial.

Taylorville  (PRESERVATION  SHUMWAY):  Taylorville  (population  11,000)  is the
county seat of Christian County, Illinois, and is located at the intersection of
State Highways 48 and 29,  approximately 20 miles southeast of Springfield.  The
major employers for  Taylorville  residents are St. Vincent  Memorial  Hospital,
Taylorville  CUSUD #3 (school  district),  and  Christian  County  Mental Health
Association.

Trenton  (TRENTON):  Trenton  (population  6,000) is the  county  seat of Grundy
County,  Missouri,  and is located at the  intersection  of U.S.  Highway 65 and
State Highway 6,  approximately  100 miles  northeast of Kansas City.  The major
employers  for Trenton  residents are Nestles,  USA  (processed  foods),  Modine
Manufacturing (radiators), and Wright Memorial (hospital).

Memphis (UNITED 97.0): Memphis (population 610,000) is in Shelby County, in
the southwest corner of Tennessee, at the intersection of Interstate Highways 40
and  55.  The  major  employers  for  Memphis   residents  are  Federal  Express
Corporation, the U.S. Government, and the Memphis City Board of Education.

Theodore  (WEST MOBILE):  Theodore  (population  6,500) is in Mobile County,  in
southern  Alabama near the Gulf of Mexico,  near the  intersection of Interstate
Highway 10 and U.S. Highway 90,  approximately 20 miles southwest of Mobile. The
major  employers  for  Theodore  residents  are  Mobile  County  School  System,
University of South Alabama, and University of South Alabama Medical Facilities.

                                       3
<PAGE>
<TABLE>
                                       LOCAL                                                                  ESTIMATED
                                       GENERAL                        SHARING RATIOS:                         ACQUISITION
LOCAL        LOCAL                     PARTNER(S)     SHARING         ALLOCATIONS (4) AND                     FEES PAYABLE
LIMITED      GENERAL      PROPERTY     DEVELOPMENT    RATIOS:         SALE OR REFINANCING SERIES 6's CAPITAL  TO FUND
PARTNERS     PARTNERS     MANAGER (1)  FEE (2)        CASH FLOW (3)   PROCEEDS(5)         CONTRIBUTION (6)    MANAGER
- -------      ------------ ------------ -------------- --------------- ------------------- ------------------- ---------------
<S>                                    <C>                <C>        <C>   <C> <C>       <C>                 <C>    
OTTAWA       Michael     Professional  $225,116      WNC: $750       99.98/.01/.01       $402,887            $37,400
             K. Moore    Property                    LGP:  70% of    40/60
             (7)         Management,                 the balance
                         Inc. (7)                    The balance:
                                                     50/50
             Affordable
             Housing
             Development
             Fund,
             Inc.
             (8)
- -------      ------------ ------------ -------------- --------------- ------------------- ------------------- ---------------
PRESERVAT    Michael     Professional  $103,044      WNC: $750       99.98/.01/.01       $166,332            $15,400
(AUTUMN)     K. Moore    Property                    LGP:  70% of    40/60
             (7)         Management,                 the balance
                         Inc. (7)                    The balance:
                                                     50/50
             Affordable
             Housing
             Development
             Fund,
             Inc.
             (8)

(PONTIAC)                              $93,568                                           $166,101            $15,400

(SHUMWAY)                              $106,776                                          $173,469            $16,100
- -------      ------------ ------------ -------------- --------------- ------------------- ------------------- ---------------
TRENTON      MBL         Invesco       $245,610      WNC: Greater    98.98/.01/.01/1(11) $1,024,738          $95,000
             Development Properties,                 of              40/60
             Co. (9)     Inc. (10)                   15% or $500
                                                     LGP: 70% of
                                                     the balance
                                                     The balance:
                                                     15/85
- -------      ------------ ------------ -------------- --------------- ------------------- ------------------- ---------------
UNITED       Harold E.    Buehler      $139,000       WNC:   Greater  99.98/.01/.01       $2,812,904          $260,800
97.0         Buehler,     Enterprises,                of              20/80
             Sr.          Inc. (13)                   15% or $5,000
             and Jo                                   LGP: 70% of
             Ellen                                    the balance
             Buehler                                  The   balance:
             (12)                                     20/80
- -------      ------------ ------------ -------------- --------------- ------------------- ------------------- ---------------
WEST         Thomas H.    Apartment    $408,500       WNC:   Greater  99.98/.01/.01       $1,873,008          $173,700
MOBILE       Cooksey      Services                    of    20%   or  40/60
             (14)         and                         $3,000
                          Management,                 LGP:   70%  of
                          Inc. (15)                   the balance
                                                      The   balance:
                                                      50/50

<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 6.

(3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
distributed to Series 6 ("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 (a) except in the
case of TRENTON  (i)  Series 6, (ii) WNC  Housing,  L.P.,  an  Affiliate  of the


                                       4
<PAGE>

Sponsor  which is the  special  limited  partner,  and (iii)  the Local  General
Partner(s); and (b) in the case of TRENTON (i) Series 6, (ii) WNC Housing, L.P.,
(iii) D. Kim Lingle,  the original  limited  partner and  president of the Local
General Partner, and (iv) the Local General Partner.

(5) Reflects the percentage interests of (i) Series 6 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 6; the  capital  contribution  of the  special
limited partner;  and the capital  contribution of the Local General  Partner(s)
(and, in the case of TRENTON, the original limited partner).

(6)  Series  6  will  make  its  capital  contributions  to  the  Local  Limited
Partnership  in  stages,  with each  contribution  due when  certain  conditions
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) Michael K. Moore is the president of Professional Property Management,  Inc.
("PPM").  The  corporation was formed to develop,  acquire and manage  apartment
complexes receiving Government  Assistance.  PPM currently manages more than 100
low-income  apartment  complexes,  40 of which are receiving Low Income  Housing
Credits.  Mr. Moore,  age 36, has  represented to Series 6 that, as of September
30, 1996, he had a net worth in excess of $1,000,000.

(8) The Fund Manager  does not yet have any  information  respecting  Affordable
Housing Development Fund, Inc.

(9) D. Kim Lingle is the president and owner of MBL Development,  Co., which has
the primary goal of developing and constructing  affordable housing.  Mr. Lingle
has  a  background  in  banking  and  development.   MBL  Development,  Co.  has
represented  to Series 6 that,  as of March 31,  1998,  its total  shareholder's
equity  was in excess  of  $1,000,000.  Construction  completion  and  operating
deficit  guarantees are being provided by Mr.  Lingle.  Mr. Lingle,  age 41, has
represented  to Series 6 that, as of June 30, 1997, he had a net worth in excess
of $1,000,000.

(10)  Invesco  Properties,  Inc.  was formed in May 1998 by D. Kim  Lingle.
Currently,  Invesco Properties,  Inc. manages seven properties consisting of 250
units in Missouri and Iowa, all of which are Tax Credit properties.

(11)  TRENTON is  expected  to  generate  Missouri  Tax Credits in the amount of
approximately  $580,000,  all of which will be allocated to the original limited
partner.

(12) Harold E. Buehler, Sr. and Jo Ellen Buehler,  both age 49, have represented
to  Series 6 that,  as of March  15,  1998,  they had a net  worth in  excess of
$6,000,000.

(13) 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.

(14)  Thomas  H.  Cooksey  has been  involved  in real  estate  development  and
apartment  management  since  1980 and,  currently,  is the  general  partner of
partnerships that own apartment  complexes  located in 65 towns,  principally in
Alabama. Mr. Cooksey, age 57, has represented to Series 6 that, as of June 1998,
he had a net worth in excess of $10,000,000

(15) Apartment  Services and  Management Co. was formed in 1986.  Thomas H.
Cooksey is president and owner of 50% of the corporation. Apartment Services and
Management Co. manages in excess of 2,700  apartment  units,  more than 1,750 of
which are Tax Credit units.
</FN>
</TABLE>

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