SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2 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): February 9, 2000
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
(Exact name of registrant as specified in its charter)
California 333-76435 33-0761517
(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)
023/A.edg
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired
Not Applicable
b. Proforma Financial Information
Pro Forma Balance Sheet, December 31, 1999 (Unaudited)........FS-1
Pro Forma Statement of Operations for the Period
September 3, 1999 (Date Operations Commenced)
through December 31, 1999 (Unaudited)...................FS-2
Notes to Pro Forma Financial Statements.......................FS-3
c. Exhibits
10.1 Amended and Restated Limited Partnership Agreement of School
Square Limited Partnership*
----------
*Previously filed.
2
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 7
(A California Limited Partnership)
PRO FORMA BALANCE SHEET
December 31, 1999
ASSETS
Historical Pro Forma Pro Forma
Balance Adjustments Balance
Cash and cash equivalents $ 1,545,749 $ 1,001,440
(82,880)
239,380 $ 2,703,689
Subscriptions receivable 803,590 (239,380) 564,210
Investment in limited
partnerships 341,570 891,029
82,880 1,315,479
Due from affiliate 650,000 - 650,000
Other assets 440 - 440
----------- ----------- -----------
$ 3,341,349 $ 1,892,469 $ 5,233,818
=========== =========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes payable to
limited partnerships $ - $ 891,029 $ 891,029
Commisions payable 44,730 - 44,730
Accrued fees and
expenses due to
general partner
and affiliates 155,449 - 155,449
----------- ----------- -----------
200,179 891,029 1,091,208
----------- ----------- -----------
Partners' equity (deficit):
General partner (376) (183) (559)
Limited partners 3,141,546 1,001,623 4,143,169
----------- ----------- -----------
Total partners' equity 3,141,170 1,001,440 4,142,610
----------- ----------- -----------
$ 3,341,349 $ 1,892,469 $ 5,233,818
=========== =========== ===========
Unaudited
See Accompanying Notes to Pro Forma Financial Statements
FS-1
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
(A California Limited Partnership)
PRO FORMA STATEMENT OF OPERATIONS
For the Period September 3, 1999 (Date Operations Commenced)
through December 31, 1999
Historical Pro Forma Pro Forma
Balance Adjustments Balance
Interest income $6,082 $6,082
-------- -------
Operating expenses:
Amortization 700 700
Other 12 12
-------- -------
Total operating expenses 712 712
-------- -------
Income from operations 5,370 5,370
Equity in income (loss)
from limited partnerships - (6,690) (6,690)
-------- ------- -------
Net income (loss) $ 5,370 $(6,690) $(1,320)
======== ======== ========
Net income (loss)
allocated to:
General Partner $ 5 $ (1)
======== ========
Limited Partners $ 5,365 $(1,319)
======== ========
Net income (loss) per
limited partnership unit $ 2.41 $ (0.60)
======== ========
Outstanding weighted
limited partnership units 2,229 2,229
======== ========
Unaudited
See Accompanying Notes to Pro Forma Financial Statements
FS-2
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WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
(A California Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The unaudited pro forma financial statements (the "Pro Forma Financial
Statements") are based upon the historical financial statements of WNC Housing
Tax Credit Fund VI, L.P., Series 7 (the "Partnership"). The historical financial
information included in the Pro Forma Financial Statements represents the
financial position and operations of the Partnership for the period ended
December 31, 1999. The Pro Forma Financial Statements reflect the effects of the
Partnership acquiring an interest in two limited partnerships: 2nd Fairhaven,
LLC ("FAIRHAVEN") and School Square Limited Partnership ("SCHOOL SQUARE").
Each of those entities owns one apartment complex. The Partnership is
negotiating to acquire an interest in Red Oaks Estates, L.P. ("RED OAKS"), which
also owns one apartment complex. These three investments commit the Partnership
to capital contributions totaling $891,029.
The Pro Forma Financial Statements are presented for informational purposes only
and do not purport to be indicative of the results that actually would have been
achieved had such transactions been consummated on the date or for the periods
indicated and do not purport to be indicative of the results of operations for
any future period.
NOTE 2 - PRO FORMA ADJUSTMENTS
The investments commit the Partnership to capital contributions as follows:
FAIRHAVEN $ 359,815
SCHOOL SQUARE 285,574
RED OAKS 245,640
-----------
$ 891,029
===========
FS-3
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WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
(A California Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS (Continued)
NOTE 2 - PRO FORMA ADJUSTMENTS (Continued)
- ---------------------------------------------
In accordance with Article 11, Pro Forma Financial Information of
Regulation S-X of the Securities and Exchange Commission, the accompanying pro
forma balance sheet was computed assuming that the limited partnerships
discussed above were acquired on December 31, 1999. The first adjustment to cash
and the adjustment to partners' equity of $1,001,440 reflects the net proceeds
from December 31, 1999 to February 9, 2000 from issuance of 1,304 units of
limited partners' capital ($1,304,000 less notes receivable and commissions and
offering costs of $120,000 and $182,560, respectively.) The third adjustment to
cash and the adjustment to subscriptions receivable of $239,380 reflects the
increase in subscriptions receivable from the above subscriptions. The first
adjustment to investment in limited partnerships and the adjustment to notes
payable to limited partnerships of $891,029 reflects the Partnership's
acquisition of the three limited partnership interests as if the Partnership's
date of acquisition was at December 31, 1999. The second adjustment to
investment in limited partnerships and the second adjustment to cash of $82,880
reflects the acquisition fee from the proceeds raised from December 31, 1999 to
February 9, 2000.
The accompanying pro forma statement of operations was computed assuming that
the limited partnerships were acquired on the date the Partnership commenced
operations. The SCHOOL SQUARE and RED OAKS apartment complexes were under
construction or rehabilitation during the period presented and had no operations
which should be reported. FAIRHAVEN had operations during the period presented
and a pro forma income adjustment of $(6,690) has been recorded to equity in
income (loss) of limited partnerships in the Pro Forma Statement of Operations
to reflect these operations. The Partnership uses the equity method of
accounting to account for its investments in these local limited partnerships
FS-4
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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 7
Date: April 14, 2000 By: WNC & Associates, Inc.,
General Partner
By: /s/ MICHAEL L. DICKENSON
Michael L. Dickenson,
Vice President - Chief Financial
Officer
