SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 1998
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 2. Acquisition or Disposition of Assets
WNC Housing Tax Credit Fund VI, L.P., Series 6 ("Series 6") has acquired a
Local Limited Partnership Interest in Brighton Ridge Apartments, L.P.
("BRIGHTON"). BRIGHTON is sometimes hereinafter referred to as the "Local
Limited Partnership."
BRIGHTON owns the Brighton Ridge Apartments in Edgefield, South
Carolina (the "Property" or the "Apartment Complex").
The following tables contain information concerning the Property and
the Local Limited Partnership identified herein:
<TABLE>
LOCAL
ACTUAL OR LIMITED
ESTIMATED ESTIMATED PERMANENT PARTNER-
PROJECT CONSTRUC- DEVELOPMENT MORTGAGE SHIP'S YEAR
LOCAL NAME AND TION 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>
BRIGHTON Brighton Edgefield August 1999 $2,165,675 20 1BR $327 $614,559 $1,387,800 1999
Ridge (Edgefield units $402 FmHA (3)
Apartments County), 12 2BR $462
South units $512 $500,000
13 Buildings Carolina 8 3BR units HOME (4)
(2) 4 4BR
units
<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 Property was completed
and in service.
(2) Rehabilitation property.
(3) FmHA will provide the first mortgage loan for a term of 40 years at an
annual interest rate of 7%. Principal and interest will be payable
monthly, based on a 40-year amortization schedule.
(4) HOME will provide the second mortgage loan for a term of 20 years at an
annual interest rate of 1%. Principal and interest will be payable
monthly, based on a 20-year amortization schedule.
</FN>
</TABLE>
Brighton (BRIGHTON): Brighton (population 2,500) is in Edgefield County, South
Carolina, on U.S. Highway 25, approximately 25 miles north of Augusta. The major
employers for Edgefield residents are Milliken & Co. (fabrics), Riegel Mount
Vernon Mills (linens) and Menardi-Criswell (filters).
<TABLE>
LOCAL ESTIMATED
GENERAL SHARING RATIOS: ACQUISITION
LOCAL LOCAL PARTNER SHARING ALLOCATIONS (4) AND FEES PAYABLE
LIMITED GENERAL PROPERTY DEVELOPMENT RATIOS: SALE OR REFINANCING SERIES 6's CAPITAL TO FUND
PARTNERSHIP PARTNERS MANAGER (1) FEE (2) CASH FLOW (3) PROCEEDS (5) CONTRIBUTION (6) MANAGER
- --------------- ------------ ------------ -------------- --------------- -------------------- ------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
BRIGHTON The Insignia $155,000 WNC: Greater 98.989/.01/.001/1 $989,114 $92,000
Piedmont Residential of 20% or 50/50
Foundation Group, L.P. $3,000
of South LGP: 70% of
Carolina, the balance
Inc. The balance:
30/70
<FN>
(1) The 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 Property. Although in some instances the maximum annual management fee
payable to the property manager is determined pursuant to lender regulations, in
most cases the fee is equal to market rate.
2
<PAGE>
(2) The Local Limited Partnership will pay its Local General Partner or an
affiliate of its Local General Partner a development fee in the amount set
forth, for services incident to the development and construction of the
Property, which services include: negotiating the financing commitments for the
Property; securing necessary approvals and permits for the development and
construction of the Property; 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 ("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 6,
(ii) WNC Housing, L.P., an Affiliate of the Sponsor which is the special Class A
limited partner, (iii) The Piedmont Foundation Inc., a Georgia non-profit
corporation which is the special Class B limited partner, and (iv) the Local
General Partner.
(5) Reflects the percentage interests of (i) Series 6 and (ii) the Local General
Partner, in any net cash proceeds from sale or refinancing of the Property,
after payment of the mortgage loan and other Local Limited Partnership
obligations.
(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 Property have been fulfilled.
</FN>
</TABLE>
3
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Inapplicable.
b. Proforma Financial Information
Proforma Balance Sheet, September 30, 1998 (Unaudited)
Notes to Balance Sheet, September 30, 1998
c. Exhibits
10.1 To be filed by amendment.
4
<PAGE>
<TABLE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 6
(A California Limited Partnership)
(A Development-Stage Partnership)
PROFORMA BALANCE SHEET
September 30, 1998
ASSETS
Historical Proforma Proforma
Balance Adjustments Balance
<S> <C> <C>
Cash and cash equivalents $ 1,290,449 $ 2,569,040
7,000
(210,105) $ 3,656,384
Subscriptions receivable 278,000 (7,000) 271,000
Investment in limited partnerships 4,068,755 4,933,705
210,105 9,212,565
Other assets 955 955
--------- ------------ -----------
-
$ 5,638,159 $ 7,502,745 $ 13,140,904
========= ========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Payables to limited partnerships $ 3,069,164 $4,933,705 $ 8,002,869
Accrued fees and expenses due to
general partner and affiliates 43,830 - 43,830
------ ---------- ---------
3,112,994 4,933,705 8,046,699
--------- --------- ---------
PARTNERS' EQUITY (DEFICIT)
General partner (3,885) (4,307) (8,192)
Original limited partner 1,000 - 1,000
Limited partners 2,528,050 2,573,347 5,101,397
--------- --------- ---------
Total partners' equity 2,525,165 2,569,040 5,094,205
--------- --------- ---------
$ 5,638,159 $ 7,502,745 $ 13,140,904
========= ========== ==========
- Unaudited -
See Accompanying Notes to Proforma Balance Sheet
FS-1
</TABLE>
<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 financial
statements is condensed from that which appears in the financial statements.
Accordingly, these proforma financial statements 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
September 30, 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 September 30, 1998, the Partnership had acquired a limited
partnership interest in two limited partnerships: Trenton Village Apts., L.P.
(TRENTON); and United Development Co., L.P. - 97.0 (UNITED 97.0). Subsequent to
September 30, 1998, the Partnership has acquired an interest in Brighton Ridge
Apartments, L.P. (BRIGHTON RIDGE) and Desloge Associates I, L.P. (DESLOGE), each
of which owns one apartment complex, and is negotiating to acquire the limited
partnership interests in three other partnerships that own five apartment
complexes: Ottawa I, L.P. (OTTAWA); Preservation Partners I, L.P.
(PRESERVATION); and West Mobile County Housing, Ltd. (WEST MOBILE). PRESERVATION
owns the Autumn Ridge I Apartments (PRESERVATION AUTUMN), the Pontiac "A"
Apartments (PRESERVATION PONTIAC) and the Shumway Apartments (PRESERVATION
SHUMWAY). These investments commit the Partnership to capital contributions as
follows:
BRIGHTON RIDGE $ 989,114
DESLOGE 1,063,406
OTTAWA 402,887
PRESERVATION AUTUMN 166,332
PRESERVATION PONTIAC 166,101
PRESERVATION SHUMWAY 182,317
WEST MOBILE 1,963,548
---------
$4,933,705
FS-2
<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 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 $2,569,040 reflects the net proceeds from
October 1 to December 28, 1998 from issuance of 3,885 units of limited partners'
capital ($3,087,250 less notes receivable and commissions and offering costs of
$87,500 and $430,710, respectfully.) The second adjustment to cash and the
adjustment to subscriptions receivable of $7,000 reflects the collection of
subscriptions receivable from the above subscriptions. The adjustment to
investment in limited partnerships and notes payable to limited partnerships of
$4,933,705 reflects the Partnership's acquisition of the five limited
partnership interests as if the Partnership's date of acquisition was September
30,1998. The second adjustment to investment in limited partnerships and the
third adjustment to cash of $210,105 reflects the acquisition fee from the
proceeds raised from October 1, 1998 to December 28, 1998.
The five limited partnerships (seven 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: January 8, 1999 By: WNC & Associates, Inc.,
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
6
