WNC HOUSING TAX CREDIT FUND VI LP SERIES 6
8-K/A, 1999-05-07
OPERATORS OF APARTMENT BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A

                               AMENDMENT NO. 1 TO

                                 CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 14, 1999 


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
             (Exact name of registrant as specified in its charter)


        California                  333-24111                    33-0761578
(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 7.  Financial Statements and Exhibits

         a.   Financial Statements of Businesses Acquired.

              Inapplicable.

         b.   Proforma Financial Information

              Proforma Balance Sheet, December 31, 1998 (Unaudited)
              Notes to Proforma Balance Sheet

         c.   Exhibits

         10.1     Amended  and  Restated  Agreement  of  Limited  Partnership of
                  Ottawa I Limited Partnership (1)

         10.2     Amended  and  Restated  Agreement  of  Limited  Partnership of
                  Preservation Partners I Limited Partnership (1)
         ------------------
         (1) Previously filed.









                                       2

<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., Series 6
                       (A California Limited Partnership)
                        (A Development-Stage Partnership)
                             PROFORMA BALANCE SHEET
                                December 31, 1998

                                     ASSETS
<TABLE>

                                                             Historical              Proforma                Proforma
                                                              Balance              Adjustments                Balance
<S>                                                              <C>                    <C>                     <C>

Cash and cash equivalents                                    $ 372,505             $ 1,543,500
                                                                                     (126,175)
                                                                                        44,473             $ 1,834,303

Subscriptions receivable                                     1,030,915                (44,473)                 986,442

Investment in limited partnerships, net                      6,440,762               2,881,093
                                                                                       126,175               9,448,030

Loan receivable                                                 50,000                (50,000)

Other assets                                                        -                        -                       -
                                                           -----------             -----------             -----------
                                                           $ 7,894,182             $ 4,374,593            $ 12,268,775
                                                             =========              ==========              ==========


                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:

Notes payable to limited partnerships                       $ 1,734,427            $ 2,881,093
                                                                                      (50,000)             $ 4,565,520

Loan payable                                                    113,269                                        113,269

Accrued fees and expenses due to
  General partner and affiliates                                173,323                      -                 173,323
                                                           ------------
                                                              2,021,019              2,831,093               4,852,112
                                                              ---------

PARTNERS' EQUITY (DEFICIT)
  General partner                                               (7,977)                (2,590)                (10,567)
  Limited partners                                            5,881,140              1,546,090               7,427,230
                                                              ---------
              Total partners' equity                          5,873,163              1,543,500               7,416,663
                                                              ---------                                      ---------

                                                            $ 7,894,182            $ 4,374,593            $ 12,268,775
                                                            ===========             ==========
</TABLE>

                                  -Unaudited-
                See Accompanying Notes to Proforma Balance Sheet
                                      FS-1
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
                       (A California Limited Partnership)
                        (A Development-Stage Partnership)
                    NOTES TO UNAUDITED PROFORMA BALANCE SHEET


NOTE 1 - GENERAL

The information  contained in the following notes to the proforma  balance sheet
is condensed from that which appears in the financial  statements.  Accordingly,
this proforma balance sheet should be reviewed in conjunction with the financial
statements  and related  notes  thereto  contained in the WNC Housing Tax Credit
Fund VI, L.P.,  Series 6 financial  statements  dated  December  31,  1998.  WNC
Housing Tax Credit Fund VI, L.P.,  Series 6 is referred to in these notes as the
"Partnership."

NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS

As  of  December  31,  1998,  the Partnership had acquired a limited partnership
interest  in  four  limited  partnerships:  Trenton  Village  Apartments.,  L.P.
(TRENTON); United Development Co., L.P. - 97.0 (UNITED 97.0); Desloge Associates
I, L.P.  (DESLOGE);  and Brighton Ridge Apartments,  L.P. (BRIGHTON RIDGE). Each
owns one apartment complex. Subsequent to December 31, 1998, the Partnership has
acquired an interest in two limited  partnerships:  Ottawa I, L.P.  (OTTAWA) and
Preservation Partners I, L.P. (PRESERVATION).  OTTAWA owns one apartment complex
and  PRESERVATION  owns  three:  the  Autumn  Ridge I  Apartments  (PRESERVATION
AUTUMN),  the  Pontiac "A"  Apartments  (PRESERVATION  PONTIAC)  and the Shumway
Apartments  (PRESERVATION  SHUMWAY). The Partnership is negotiating to acquire a
limited  partnership  interest in one other  partnership that owns one apartment
complex:  West Mobile County  Housing,  Ltd.  (WEST MOBILE).  These  investments
commit the Partnership to capital contributions as follows:



                       OTTAWA                              $     402,847
                       PRESERVATION AUTUMN                       166,315
                       PRESERVATION PONTIAC                      166,084
                       PRESERVATION SHUMWAY                      182,299
                       WEST MOBILE                             1,963,548
                                                               ---------
                                                            $  2,881,093

                                      FS-2
<PAGE>




NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)

In accordance with Article 11, Proforma Financial  Information of Regulation S-X
of the Securities and Exchange  Commission,  the  accompanying  proforma balance
sheet was computed assuming that the limited  partnerships  discussed above were
acquired at the end of the period  presented.  The first  adjustment to cash and
the adjustment to partners' equity of $1,543,500  reflects the net proceeds from
December  31, 1998 to January  29, 1999 from  issuance of 1,850 units of limited
partners' capital ($1,850,000 less notes receivable and commissions and offering
costs of $47,500 and $259,000,  respectively.) The second adjustment to cash and
the adjustment to subscriptions receivable of $44,473 reflects the collection of
subscriptions  receivable  from  the  above  subscriptions.  The  adjustment  to
investment in limited  partnerships and the first adjustment to notes payable to
limited partnerships of $2,881,093 reflects the Partnership's acquisition of the
three limited partnership  interests as if the Partnership's date of acquisition
was  December  31,  1998.  The  second   adjustment  to  investment  in  limited
partnerships  and  the  third  adjustment  to  cash  of  $126,175  reflects  the
acquisition  fee from the proceeds  raised from December 31, 1998 to January 29,
1999.  The  second  adjustment  to  notes  payable  and the  adjustment  to loan
receivable of $50,000  reflects the  application  of the loan  receivable to the
note payable upon acquisition of the limited interest in PRESERVATION.

The  three  limited   partnerships   (five   apartment   complexes)  were  under
construction or rehabilitation during the period presented and had no operations
which  should  be  reported.  The  Partnership  will use the  equity  method  of
accounting to account for its investments in these local limited partnerships.




                                       FS-3

<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 6

Date: May 6, 1999                   By:     WNC &  Associates, Inc.,
                                            General Partner

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




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