NATIONAL PROPERTY INVESTORS 6
10QSB, 2000-05-15
REAL ESTATE
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     FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the quarterly period ended March 31, 2000


[ ] 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 0-11864

                           NATIONAL PROPERTY INVESTORS 6
         (Exact name of small business issuer as specified in its charter)



         California                                         13-3140364
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                           NATIONAL PROPERTY INVESTORS 6

                                  BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,313
   Receivables and deposits                                                     410
   Restricted escrows                                                           421
   Other assets                                                                 788
   Investment properties:
       Land                                                  $  4,349
       Buildings and related personal property                 66,463
                                                               70,812
       Less accumulated depreciation                          (48,009)       22,803
                                                                           $ 25,735

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $   61
   Tenant security deposit liabilities                                          255
   Accrued property taxes                                                       149
   Other liabilities                                                            435
   Mortgage notes payable                                                    26,135

Partners' Deficit
   General partner                                            $  (561)
   Limited partners (109,600 units
      issued and outstanding)                                    (739)       (1,300)
                                                                           $ 25,735
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

b)

                           NATIONAL PROPERTY INVESTORS 6

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)
<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                               2000          1999
                                                                          (Restated)
Revenues:
<S>                                                           <C>           <C>
  Rental income                                               $2,643        $2,545
  Other income                                                   179           160
  Casualty gain                                                   --           273
       Total revenues                                          2,822         2,978
Expenses:
  Operating                                                    1,084         1,061
  Interest                                                       515           515
  Depreciation                                                   836           736
  General and administrative                                     135            93
  Property taxes                                                 146           146
       Total expenses                                          2,716         2,551

Income before cumulative effect of a change in
  accounting principle                                           106           427
Cumulative effect on prior years of a change in
  accounting for the cost of exterior painting and
  major landscaping                                               --           302

Net income                                                     $ 106         $ 729

Net income allocated to general partner (1%)                    $  1           $ 7
Net income allocated to limited partners (99%)                   105           722

                                                               $ 106         $ 729
Per limited partnership unit:
  Income before cumulative effect of a change in
   accounting principle                                       $ 0.96        $ 3.86
  Cumulative effect on prior years of a change in
   accounting for the cost of exterior painting and
   major landscaping                                              --          2.73

Net income                                                    $ 0.96        $ 6.59

Distributions per limited partnership unit                    $ 5.65         $  --
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

c)

                           NATIONAL PROPERTY INVESTORS 6

                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>
                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

<S>                                  <C>           <C>        <C>          <C>
Original capital contributions       109,600       $   1      $54,800      $54,801

Partners' deficit at
   December 31, 1999                 109,600      $ (556)     $  (225)      $ (781)

Distributions to partners                 --          (6)        (619)        (625)

Net income for the three months
   ended March 31, 2000                   --           1          105          106

Partners' deficit at
   March 31, 2000                    109,600      $ (561)     $  (739)     $(1,300)
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

d)

                           NATIONAL PROPERTY INVESTORS 6

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2000        1999
Cash flows from operating activities:                                      (Restated)
<S>                                                              <C>           <C>
  Net income                                                     $  106        $ 729
  Adjustments to reconcile net income to net cash (used in)
   provided by operating activities:
   Depreciation                                                     836          736
   Amortization of loan costs                                        36           36
   Casualty gain                                                     --         (273)
   Cumulative effect on prior years of change in
      accounting principle                                           --         (302)
   Change in accounts:
      Receivables and deposits                                      (48)         (24)
      Other assets                                                  (35)        (119)
      Accounts payable                                              (67)        (376)
      Tenant security deposit liabilities                            16           (6)
      Accrued property taxes                                        (34)         (10)
      Payable to affiliate                                         (916)          --
      Other liabilities                                             (27)           2
       Net cash (used in) provided by operating activities         (133)         393

Cash flows from investing activities:

  Property improvements and replacements                           (352)        (627)
  Net (deposit to) withdrawals from restricted escrows             (115)         373
  Net insurance proceeds received                                    --          343
       Net cash (used in) provided by investing activities         (467)          89

Cash flows used in financing activities:

  Distributions to partners                                        (625)          --

Net (decrease) increase in cash and cash equivalents             (1,225)         482

Cash and cash equivalents at beginning of period                  2,538        1,501

Cash and cash equivalents at end of period                      $ 1,313      $ 1,983

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  479        $ 479

At December 31, 1999 and March 31, 2000, property  improvements and replacements
and accounts payable were both adjusted by  approximately  $101,000 for non-cash
activity.
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

e)

                           NATIONAL PROPERTY INVESTORS 6

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

Note A - Basis of Presentation

The accompanying unaudited financial statements of National Property Investors 6
(the  "Partnership"  or  "Registrant")  have been  prepared in  accordance  with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of NPI Equity  Investments,  Inc.  ("NPI Equity" or the "Managing
General  Partner"),  all adjustments  (consisting of normal recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three month  period ended March 31,  2000,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2000. For further  information,  refer to the financial  statements
and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1999.

Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the  Managing  General  Partner.  This  accounting  change was first
reported  during the fourth  quarter  of 1999.  Accordingly,  net income for the
first quarter of 1999 has been restated to reflect the  accounting  change as if
it were reported then.  This adjustment  decreased  income before the cumulative
effect of the accounting  change for the first quarter of 1999 by  approximately
$21,000 ($0.19 per limited  partnership  unit). The cumulative effect adjustment
of approximately $302,000 is the result of applying the aforementioned change in
accounting  principle  retroactively and is included in net income for 1999. The
accounting  principle  change  will  not  have an  effect  on cash  flow,  funds
available for  distribution or fees payable to the Managing  General Partner and
affiliates.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for payments to
affiliates for services and as  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

<PAGE>

The following  transactions with affiliates of the Managing General Partner were
incurred during the three months ended March 31, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $145      $135
 Reimbursement for services of affiliates (included in
   investment properties, operating and general and
   administrative expenses)                                         58        76
 Non accountable reimbursements (included in general and
   administrative expenses)                                         55        --

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Partnership's  properties for providing property management services. The
Partnership paid to such affiliates  approximately $145,000 and $135,000 for the
three months ended March 31, 2000 and 1999, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately  $58,000 and $76,000 for the
three months ended March 31, 2000 and 1999, respectively.

Also,  for  services  relating  to the  administration  of the  Partnership  and
operation  of the  Partnership's  properties,  the Managing  General  Partner is
entitled  to receive  payment  for  non-accountable  expenses up to a maximum of
$150,000 per year, based upon the number of Partnership  units sold,  subject to
certain   limitations.   The  Managing   General  Partner  earned  and  received
approximately  $55,000  during the three months  ended March 31,  2000.  No such
reimbursements were earned during the three months ended March 31, 1999.

In addition,  approximately $916,000 of incentive management fees resulting from
the sale of The  Village  Apartments  in  September  1998 were  accrued and were
previously  included on the balance sheet as "payable to affiliate".  These fees
are payable to the Managing  General Partner but were  subordinate in payment to
the limited  partners  receiving a cumulative  preferred return specified in the
partnership agreement.  The limited partners received their cumulative preferred
return with the February 2000  distribution and the Managing General Partner was
paid the previously accrued incentive management fee.

AIMCO and its affiliates  currently own 63,474 limited  partnership units in the
Partnership  representing  57.914% of the  outstanding  units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  57.914%  of the  outstanding  units,  AIMCO is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation  with the  Managing  General  Partner.  However,  the  affiliate  is
required to vote its Units  acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

Note D - Casualty Events

In  November  1998,  a fire at Fairway  View I caused an  estimated  $191,000 of
damage to the property of which approximately $186,000 was covered by insurance.
As of March 31, 1999,  approximately  $76,000 of insurance  proceeds relating to
this event have been received.  In January 1999, a second fire at Fairway View I
caused an estimated  $448,000 of damage to the  property of which  approximately
$443,000 was covered by insurance. As of March 31, 1999,  approximately $237,000
of  insurance  proceeds,  net of  expenses,  relating  to this  event  had  been
received. These fires damaged 19 units and construction was completed during the
fourth  quarter of 1999. In addition,  Panorama  Terrace and Ski Lodge  received
insurance  proceeds,  net of  expenses,  during the three months ended March 31,
1999 of approximately $30,000 for storm and wind damage. During the three months
ended March 31, 1999, a casualty gain of  approximately  $273,000 was recognized
consisting of net proceeds  discussed  above and the write-off of  undepreciated
assets damaged during the casualties of approximately $70,000.

Note E - Distributions

During the three months ended March 31, 2000, the Partnership  distributed  cash
from operations of approximately $625,000 (approximately $619,000 to the limited
partners,  $5.65 per limited partnership unit) to the partners. No distributions
were made during the three month period ending March 31, 1999.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential  property segment consists of six apartment complexes
located in Alabama (3),  Louisiana (2) and Maryland (1). The  Partnership  rents
apartment units to tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

<PAGE>

Segment information for the three months ended March 31, 2000 and 1999, is shown
in the tables below (in  thousands).  The "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

                    2000                       Residential     Other      Totals

Rental income                                    $ 2,643       $   --    $ 2,643
Other income                                         177            2        179
Interest expense                                     515           --        515
Depreciation                                         836           --        836
General and administrative expense                    --          135        135
Segment profit (loss)                                239         (133)       106
Total assets                                      25,534          201     25,735
Capital expenditures for investment
  properties                                         251           --        251


                    1999                      Residential     Other      Totals
                                                          (Restated)
Rental income                                   $ 2,545       $   --       2,545
Other income                                        150           10        160
Casualty gain                                       273           --        273
Interest expense                                    515           --        515
Depreciation                                        736           --        736
General and administrative expense                   --           93         93
Cumulative effect on prior years of
  change in accounting principle                    302           --        302
Segment profit                                      812          (83)       729
Total assets                                     25,916          479     26,395
Capital expenditures for investment
  properties                                         627          --         627

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's  investment properties consist of six apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      Ski Lodge Apartments                          91%        94%
         Montgomery, Alabama (1)
      Panorama Terrace II Apartments                93%        97%
         Birmingham, Alabama (1)
      Place du Plantier Apartments                  93%        95%
         Baton Rouge, Louisiana
      Fairway View Apartments                       95%        92%
         Baton Rouge, Louisiana (2)
      Colony at Kenilworth Apartments               97%        87%
         Towson, Maryland (3)
      Alpine Village Apartments                     96%        97%
         Birmingham, Alabama

(1)   The Managing  General  Partner  attributes  the decrease in occupancy to a
      weakened local market.

(2)   The  Managing  General  Partner  attributes  the  increase in occupancy to
      tenants  being placed in a  neighboring  property,  owned by an affiliated
      partnership, in 1999 due to a fire that damaged 15 units.

(3)   The  Managing  General  Partner  attributes  the  increase in occupancy to
      improved marketing efforts and a strong local economy.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2000 was
approximately  $106,000 compared to net income of approximately $729,000 for the
comparable period in 1999. The decrease in net income is primarily  attributable
to the  cumulative  effect on prior  years of a change in  accounting  principle
recognized  during the three  months  ended March 31,  1999.  Income  before the
cumulative  effect  on prior  years  of a change  in  accounting  principle  was
approximately  $106,000  and  $427,000 for the three months ended March 31, 2000
and 1999, respectively.  This decrease in income is primarily attributable to an
increase in total  expenses  and a decrease in total  revenues.  The increase in
total  expenses is due to an increase  in  depreciation  expense and general and
administrative   expense.  The  increase  in  depreciation  expense  is  due  to
depreciable  assets  being  placed  into  service  over  the  past  year  at the
Partnership's properties.  The increase in general and administrative expense is
due to an  increase  in  Partnership  management  fees.  The  decrease  in total
revenues is primarily  attributable  to the  casualty  gain  recognized  in 1999
relating to the two fires at Fairway  View I (see  discussion  below)  which was
partially  offset by increased  rental  income and other  income.  Rental income
increased  primarily due to increased  occupancy and  decreased  concessions  at
Colony at Kenilworth.  Other income increased primarily due to increased laundry
income at Place du Plantier and Fairway View I.

Included in general and administrative  expense for the three months ended March
31, 2000 and 1999, are  reimbursements  to the Managing  General Partner allowed
under  the  Partnership   Agreement   associated  with  its  management  of  the
Partnership.  In  addition,  costs  associated  with the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the  Managing  General  Partner.  This  accounting  change was first
reported  during the fourth  quarter  of 1999.  Accordingly,  net income for the
first quarter of 1999 has been restated to reflect the  accounting  change as if
it were reported then.  This adjustment  decreased  income before the cumulative
effect of the accounting  change for the first quarter of 1999 by  approximately
$21,000 ($0.19 per limited  partnership  unit). The cumulative effect adjustment
of approximately $302,000 is the result of applying the aforementioned change in
accounting  principle  retroactively and is included in net income for 1999. The
accounting  principle  change  will  not  have an  effect  on cash  flow,  funds
available for  distribution or fees payable to the Managing  General Partner and
affiliates.

In  November  1998,  a fire at Fairway  View I caused an  estimated  $191,000 of
damage to the property of which approximately $186,000 was covered by insurance.
As of March 31, 1999,  approximately  $76,000 of insurance  proceeds relating to
this event have been received.  In January 1999, a second fire at Fairway View I
caused an estimated  $448,000 of damage to the  property of which  approximately
$443,000 was covered by insurance. As of March 31, 1999,  approximately $237,000
of  insurance  proceeds,  net of  expenses,  relating  to this  event  had  been
received. These fires damaged 19 units and construction was completed during the
fourth  quarter of 1999. In addition,  Panorama  Terrace and Ski Lodge  received
insurance  proceeds,  net of  expenses,  during the three months ended March 31,
1999 of approximately $30,000 for storm and wind damage. During the three months
ended March 31, 1999, a casualty gain of  approximately  $273,000 was recognized
consisting of net proceeds  discussed  above and the write-off of  undepreciated
assets damaged during the casualties of approximately $70,000.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Capital Resources and Liquidity

At  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $1,313,000 as compared to  approximately  $1,983,000 at March 31,
1999.  For the three  months  ended March 31,  2000,  cash and cash  equivalents
decreased by approximately $1,225,000 from the Partnership's year ended December
31, 1999.  The  decrease in cash and cash  equivalents  is due to  approximately
$625,000 of cash used in financing  activities,  approximately  $467,000 of cash
used in  investing  activities,  and  approximately  $133,000  of  cash  used in
operating   activities.   Cash  used  in   financing   activities   consists  of
distributions  to the partners.  Cash used in investing  activities  consists of
property  improvements and  replacements and net deposits to restricted  escrows
maintained by the mortgage lenders.  The Partnership invests its working capital
reserves in a money market account.

The Managing  General Partner has extended to the Partnership a $500,000 line of
credit.  At the present time, the  Partnership  has no  outstanding  amounts due
under this line of credit,  and the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal, state and local legal and regulatory requirements. Capital improvements
for each of the Partnership's properties are detailed below.

Ski Lodge Apartments

Approximately  $201,000 has been budgeted for 2000 for capital  improvements  at
Ski Lodge  Apartments  consisting  primarily  of carpet  replacement,  appliance
replacements,  wall coverings, parking lot improvements,  and HVAC upgrades. The
Partnership completed approximately $67,000 in capital expenditures at Ski Lodge
Apartments as of March 31, 2000,  consisting  primarily of interior  decorating,
appliance  replacements,  plumbing  fixture  replacements,  and  floor  covering
replacements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Panorama Terrace II Apartments

Approximately  $49,000 has been  budgeted for 2000 for capital  improvements  at
Panorama   Terrace  II  Apartments   consisting   primarily  of  floor  covering
replacements,   structural   improvements,   and  appliance  replacements.   The
Partnership completed  approximately $24,000 in capital expenditures at Panorama
Terrace  II  Apartments  as of March 31,  2000,  consisting  primarily  of floor
covering  replacements,   plumbing  fixture  replacement,   and  other  building
improvements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Place du Plantier Apartments

Approximately  $112,000 has been budgeted for 2000 for capital  improvements  at
Place  du  Plantier   Apartments   consisting   primarily   of  floor   covering
replacements,  appliance  replacements,  plumbing  replacements,  and structural
improvements.   The  Partnership  completed  approximately  $24,000  in  capital
expenditures  at Place du Plantier  Apartments as of March 31, 2000,  consisting
primarily of light fixture  replacements,  floor covering  replacements,  office
equipment,  and  appliance  replacements.  These  improvements  were funded from
operating cash flow.  Additional  improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Fairway View I Apartments

Approximately  $102,000 has been budgeted for 2000 for capital  improvements  at
Fairway View I Apartments  consisting primarily of floor covering  replacements,
appliance  replacements,  HVAC upgrades,  plumbing enhancements,  and structural
improvements.   The  Partnership  completed  approximately  $26,000  in  capital
expenditures  at Fairway  View I  Apartments  as of March 31,  2000,  consisting
primarily of building  improvements,  HVAC  upgrades,  office  equipment,  floor
covering  replacements,  and appliance  replacements.  These  improvements  were
funded from operating cash flow.  Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

Colony at Kenilworth Apartments

Approximately  $539,000 has been budgeted for 2000 for capital  improvements  at
Colony at Kenilworth Apartments consisting primarily of roof replacement,  floor
covering replacements, appliance replacements, lighting upgrades, other building
improvements,  and  wall  coverings.  The  Partnership  completed  approximately
$54,000 in capital  expenditures at Colony at Kenilworth  Apartments as of March
31,  2000,  consisting  primarily  of  building  improvements,   floor  covering
replacements,  and  roof  replacements.  These  improvements  were  funded  from
operating cash flow.  Additional  improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Alpine Village Apartments

Approximately  $160,000 has been budgeted for 2000 for capital  improvements  at
Alpine  Village  Apartments  consisting  primarily  of  appliance  replacements,
plumbing  improvements,   other  building   improvements,   and  floor  covering
replacements.   The  Partnership  completed  approximately  $56,000  in  capital
expenditures  at Alpine  Village  Apartments  as of March 31,  2000,  consisting
primarily of floor covering replacements,  plumbing improvements,  and appliance
replacements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  $26,135,000  requires  interest  payments  only  with the full
payment of principal due in November  2003.  The Managing  General  Partner will
attempt to refinance such indebtedness  and/or sell the properties prior to such
maturity date. If the  properties  cannot be refinanced or sold for a sufficient
amount, the Partnership may risk losing such properties through foreclosure.

During the three months ended March 31, 2000, the Partnership  distributed  cash
from operations of approximately $625,000 (approximately $619,000 to the limited
partners,  $5.65 per limited partnership unit) to the partners. No distributions
were made during the three month period ending March 31, 1999. The Partnership's
distribution  policy is reviewed on a quarterly basis. Future cash distributions
will  depend  on  the  levels  of  net  cash  generated  from  operations,   the
availability of cash reserves, and the timing of the debt maturity,  refinancing
and/or property sales. There can be no assurance,  however, that the Partnership
will  generate   sufficient   funds  from  operations   after  required  capital
improvements  to permit  additional  distributions  to its  partners  during the
remainder of 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including  judicial  dissolution  of the  Partnership.  On June  25,  1998,  the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing  General  Partner filed  demurrers to the amended  complaint which were
heard  February  1999.   Pending  the  ruling  on  such  demurrers,   settlement
negotiations  commenced.  On November 2, 1999, the parties  executed and filed a
Stipulation of Settlement,  settling claims, subject to final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing the Court  received  various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the  alleged  lack of  authority  of class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the  Managing  General  Partner  and  its
affiliates  terminated the proposed settlement.  Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2000.

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    NATIONAL PROPERTY INVESTORS 6

                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Its Managing General Partner

                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller

                                    Date:

<TABLE> <S> <C>


<ARTICLE>                             5
<LEGEND>

This schedule  contains summary  financial  information  extracted from National
Property  Investors 6 2000 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.

</LEGEND>

<CIK>                                 0000708870
<NAME>                                National Property Investors 6
<MULTIPLIER>                                              1,000


<S>                                     <C>
<PERIOD-TYPE>                         3-MOS
<FISCAL-YEAR-END>                     DEC-31-2000
<PERIOD-START>                        JAN-01-2000
<PERIOD-END>                          MAR-31-2000
<CASH>                                                    1,313
<SECURITIES>                                                  0
<RECEIVABLES>                                                 0
<ALLOWANCES>                                                  0
<INVENTORY>                                                   0
<CURRENT-ASSETS>                                              0 <F1>
<PP&E>                                                   70,812
<DEPRECIATION>                                           48,009
<TOTAL-ASSETS>                                           25,735
<CURRENT-LIABILITIES>                                         0 <F1>
<BONDS>                                                  26,135
                                         0
                                                   0
<COMMON>                                                      0
<OTHER-SE>                                               (1,300)
<TOTAL-LIABILITY-AND-EQUITY>                             25,735
<SALES>                                                       0
<TOTAL-REVENUES>                                          2,822
<CGS>                                                         0
<TOTAL-COSTS>                                                 0
<OTHER-EXPENSES>                                          2,716
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                          515
<INCOME-PRETAX>                                               0
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                           0
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                                106
<EPS-BASIC>                                                0.96 <F2>
<EPS-DILUTED>                                                 0
<FN>

<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.

</FN>


</TABLE>


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