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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): June 26, 1998
REAL ESTATE ASSOCIATES LIMITED VI
(Exact name of Registrant as specified in charter)
California 0-13112 95-3778627
- --------------- ----------- -------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9090 Wilshire Boulevard
Suite 201
Beverly Hills, California 90211
Address of Principal Executive Offices
Registrant's telephone number, including area code: 310/278-2191
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ITEM 5. OTHER EVENTS.
The Registrant recently became aware through several of its limited
partners that an entity identified as Bond Purchase, L.L.C. is apparently
conducting a tender offer for Units in the Registrant pursuant to an "Offer to
Purchase Limited Partnership Interests For $333.00" dated June 26, 1998.
Registrant has no further information about this offer or Bond Purchase, L.L.C.
The Registrant's general partners, on behalf of the Registrant, advised the
limited partners by letter dated July 6, 1998 to consult with their tax advisors
about the tax consequences that could result from a sale of their units. Copies
of the offer and the Registrant's letter are attached hereto as exhibits.
EXHIBITS
The following exhibits are attached to this Current Report and thereby
made a part thereof:
1. Copy of the "Offer to Purchase" documents dated June 26, 1998 as
received from Registrant's limited partners.
2. Copy of Registrant's letter dated July 6, 1998 to its limited
partners.
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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.
DATED: August 9, 1998
REAL ESTATE ASSOCIATES LIMITED VI,
A CALIFORNIA LIMITED PARTNERSHIP
BY: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
A CALIFORNIA CORPORATION,
ITS GENERAL PARTNER
BY: /s/ BRUCE E. NELSON
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ITS: President
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EXHIBIT 1
BOND PURCHASE, L.L.C.
P.O. Box 26730
Kansas City, MO 64196
June 26, 1998
To the Holders of Limited Partnership Interests in Real Estate Associates
Limited VI.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $333.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Real Estate Associates Limited VI (the "Partnership")
for cash in the amount of $333.00 per Unit (which amount will be reduced by any
cash distributions declared by the Partnership after the date of this letter).
Our offer provides you with an opportunity to sell your Units now without the
costly transfer fees and commission costs (typically up to 10%) usually paid by
the seller in secondary market sales. ALL TRANSFER COSTS AND FEES WILL BE PAID
BY BOND PURCHASE, L.L.C.
We believe that it is appropriate for investors to have financial
choices. Our offer gives you, the investor, the ability to make a decision about
your continued involvement with the Partnership. You may no longer wish to
continue with your investment in the Partnership for a number of reasons,
including:
- NO FURTHER IRS FILING
- HIGHEST OFFER - This offer is higher than the last reported
trade of $330 (November 1, 1997 to December 31, 1997) in the
secondary market.
- If you sell your units, 1998 will be the final year for which
you receive a K-1 tax form from the partnership.
- You may be able to realize a tax loss that would reduce your
taxes for 1998.
- The Partnership was closed fifteen years ago in 1983. Your money
has been tied up for this long period with minimal return.
- More immediate use for the cash tied up in your investment in
the Units.
- The absence of a formal trading market for the Units and their
resulting relative illiquidity.
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- The lack of any current cash distributions.
- General disenchantment with real estate investments,
particularly long-term investments in limited partnerships;
Our offer is limited to 835 of the 16,800 outstanding Units. If we were
to acquire more than this amount, the administrative costs of our offer would
become burdensome.
We will accept for purchase properly documented Units on a
"first-received, first-buy" basis. You will be paid promptly following
confirmation of a valid properly executed Agreement of Transfer and other
required transfer documents. We will pay for all Partnership transfer fees and
costs. All tenders of Units will be irrevocable and may not be rescinded or
withdrawn.
We are real estate investors who are not affiliated with the Partnership
or the General Partners. The General Partners of the Partnership have not
analyzed, approved, endorsed or made any recommendation as to acceptance of the
offer. The purchase offer has been determined solely at the discretion of Bond
Purchase, L.L.C. and does not necessarily represent the true market value of
each unit. We are seeking to acquire Units for investment purposes only and not
with a view to their resale.
An Agreement of Transfer is enclosed which you can use to accept our
offer. Please execute page 3 of this document, as well as the Power of Attorney.
Obtain all other required signatures and return the documentation in the
enclosed envelope. Please note that all signatures must be medallion guaranteed.
The transfer cannot be processed without signatures that are medallion
guaranteed and failure to obtain them will result in needless delays. In
addition, place your Unit Certificate in the enclosed envelope. We encourage you
to act immediately if you are interested in accepting our offer as only 16,800
Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON JULY 31, 1998, UNLESS EXTENDED.
Please call John Katzer at (816) 421-4670 if you have any questions.
Sincerely,
Bond Purchase, L.L.C.
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AGREEMENT OF TRANSFER
FOR LIMITED PARTNERSHIP INTERESTS IN
REAL ESTATE ASSOCIATES LIMITED VI
Subject to and effective upon acceptance for payment, the undersigned
(the "Seller") hereby sells, assigns, transfers, conveys and delivers and
irrevocably directs any custodian or trustee to sell, assign, transfer, convey
and deliver (the "Transfer") to Bond Purchase, LLC, a Missouri limited liability
company, or its assigns (the "Purchaser"), all of the Seller's right, title and
interest in Partnership Units (the "Units") of Real Estate Associates Limited
VI, (the "Partnership"), for $333.00 per Unit, net to the Seller in cash, which
amount shall be reduced by any distributions declared by the Partnership after
June 26, 1998.
Such Transfer shall include, without limitation, all rights in, and
claims to, any Partnership profits and losses, cash distributions, voting rights
and other benefits of any nature whatsoever distributable or allocable to such
Units under the Partnership's Certificate and Agreement of Limited Partnership,
as amended (the "Partnership Agreement"). The Seller hereby irrevocably
constitutes and appoints the Purchaser as the true and lawful agent and
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote, inspect Partnership books and records or act
in such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to such Units, to deliver such Units and transfer ownership
of such Units on the Partnership's books maintained by the General Partner of
the Partnership, together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Purchaser of the purchase price, to
receive all benefits and cash distributions, endorse Partnership checks payable
to Seller and otherwise exercise all rights of beneficial ownership of such
Units. The Purchaser shall not be required to post bond of any nature in
connection with this power of attorney.
The Seller hereby represents and warrants to the Purchaser that the
Seller owns such Units and has full power and authority to validly sell, assign,
transfer, convey and deliver such Units to the Purchaser, and that when any such
Units are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all options,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim. The Seller further represents and warrants
that the Seller is a "United States person", as defined in Section 7701 (a)(30)
of the Internal Revenue Code of 1986, as amended, or if the Seller is not a
United States person, that the Seller does not own beneficially or of record
more than 5% of the outstanding Units.
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Agreement of Transfer
Page 2
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. This agreement is irrevocable and may not be
withdrawn or rescinded.
Upon request, the Seller will execute and deliver, and irrevocably
directs any custodian to execute and deliver, any additional documents deemed by
the Purchaser to be necessary or desirable to complete the assignment, transfer
and purchase of such Units.
The Seller releases and discharges the General Partners, any IRA or
KEOGH Custodian, and their respective officers, shareholders, directors,
employees and agents from all causes of action, claims, or demands the Seller
has or may have against them resulting from their reliance on this Agreement of
Transfer or any of the terms and conditions contained herein.
The Seller hereby certifies, under penalties of perjury, that (1) the
number shown below on this form and the Sellers Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest on dividends or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S.
income taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in
the Internal Revenue Code and Income Tax Regulations). The Seller understands
that this certification may be disclosed to the IRS by the Purchaser and that
any false statements contained herein could be punished by fine, imprisonment,
or both.
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Agreement of Transfer
Page 3
Date: ________________1998
_______________________________________ ___________________________________
(Specify Number of Units Tendered: (Signature of Owner)
Indicate "ALL" if Number Not Available)
___________________________________
Place Medallion Guarantee Stamp
Here
_______________________________________ ___________________________________
(Your Telephone Number) (Signature of Co-Owner)
___________________________________
Place Medallion Guarantee Stamp
Here
_______________________________________ Bond Purchase, LLC
(Your Social Security or Taxpayer ID P.O. Box 26730
Number) Kansas City, MO 64196
(816) 421-4670
FAX (816) 221-1829
_______________________________________ Bond Purchase, LLC
(Name of IRA Custodian, if applicable)
BY:________________________________
Its Authorized Representative
NOTE: All signatures on this agreement must be guaranteed by a member
from a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank, savings bank,
credit union, savings and loan association or trust company having an office,
branch or agency in the United States, which is a participant in the Security
Transfer Agent Medallion Program.
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POWER OF ATTORNEY/PROXY
In conjunction with the Assignor's (seller's) Assignment of Partnership Units
dated as of even date herewith, Seller irrevocably constitutes and appoints
David L. Johnson, William C. Teel and Christine Robinson, or any of them, to be
Seller's true and lawful special attorneys-in-fact, with full power of
substitution to exercise in the name, place and stead of Seller any and all
rights, interests, powers, and duties with respect to or arising out of the
Seller's interest in:
REAL ESTATE ASSOCIATES LIMITED VI
which Units have been assigned to Bond Purchase, L.L.C. (the "Buyer") pursuant
to the Agreement of Transfer. This Power of Attorney shall include with
limitation, (1) the right to execute on behalf of Seller, all assignments,
certificates, documents and instruments that may be required for the purpose of
transferring the Units owned by the Seller, (2) the right to vote the Units or
to require or receive an information or report with respect to the partnerships'
books and records, (3) the right to endorse and cash any check made payable by
the partnership to Seller on or after the date hereof, and (4) the right, if the
Units are held in an IRA account or pension account, to contact the Seller's
custodian and direct him to facilitate in the transfer of the Units from the
Seller to Buyer Fund. This Power of Attorney is part of and hereby incorporated
in the application for transfer. This Power of Attorney shall not be affected by
the subsequent mental disability of the undersigned, as principal, is
irrevocable and coupled with an interest, and Buyer shall not be required to
post bond in any nature in connection with this Power of Attorney. This Power of
Attorney shall also serve as a Letter of Authorization directing the Assignor's
custodian(s) and trustee(s) to sign any documents necessary to facilitate the
transfer of the units being assigned in conjunction with this Power of Attorney
as required by the herein named attorneys-in-fact.
________________________________ _____________________________________
PRINT Assignor (Registered Name) PRINT Joint Assignor or
Custodian/Trustee
________________________________ _____________________________________
SIGNATURE of Assignor SIGNATURE Jnt. Assignor or
Custodian/Trustee
DATE____________,199___ DATE____________,199___
Signature Medallion Guarantee Signature Medallion Guarantee
________________________________ _____________________________________
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EXHIBIT 2
REAL ESTATE
ASSOCIATES
LIMITED VI
9090 Wilshire Boulevard - Suite 201 - Beverly Hills, California 90211 -
(310) 278-2191
July 6, 1998
RE: REAL ESTATE ASSOCIATES LIMITED VI
Dear Investor:
Several limited partners have called us to tell us that they have
received an unsolicited tender offer from Bond Purchase LLC to buy their
interests in REAL VI for $333 per $5,000 unit. The buyers, in their offering
letter, represent that these purchases would be for investment purposes only.
The General Partners are unable to value the interests because of a lack
of a market for them, and therefore cannot comment on the fairness of the Bond
Purchase LLC's offer. Limited Partners should also be aware that a sale of their
interests in REAL VI will have tax consequences that should be evaluated in
consultation with each Limited Partner's own tax advisor.
In addition, the General Partners of REAL VI expect to solicit the
consent of the Limited Partners to a proposed transaction pursuant to which
several of the properties in which REAL VI has invested will be sold to a real
estate investment trust (the "REIT") to be organized by affiliates of the
General Partners of REAL VI. Proxy materials have not yet been filed with the
Securities and Exchange Commission and solicitation of consents is not expected
to commence until the third quarter of 1998. If the REIT transaction is
consummated, limited partners would receive distributions of net sales proceeds
according to their interests in the Partnership. It should be noted that the
REIT transaction will be subject to a number of conditions in addition to
approval by the limited partners of REAL VI, including completion of a proposed
private placement of shares of the REIT. Accordingly, there can be no assurance
that the proposed purchases by the REIT of the REAL VI property interests will
be consummated or that, if consummated, will be on the currently proposed terms.
Most of the limited partners have negative capital account balances with
respect to their interests in REAL VI. For example, our accountants tell us
that, on average, the negative capital account balance for a $5,000 investor at
the end of December 1997 was approximately $5,700. This means that an original
investor who sold a unit on December 31, 1997 would have recognized gain from
the sale of his REAL VI interest in an amount equal to approximately $6,033 (the
$5,700 negative capital account balance plus the $333 cash sales price). This
gain would have been "passive" and would have been offset by any passive losses
which such investor may have had from REAL VI (suspended from prior years) or
other sources. Unless a limited partner has suspended or current losses
available, a substantial portion of the gain would still be subject to tax
liability.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF SUCH A SALE ON
YOUR OWN PARTICULAR SITUATION.
[REAL ESTATE ASSOCIATES LIMITED VI LOGO]
CORPORATE GENERAL PARTNER: National Partnership Investments Corp.
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Page 2
REAL VI
The General Partners urge each investor to carefully consider the
foregoing information before tendering his or her offeror. Although the offer
letter states that investors cannot withdraw units which may already have been
tendered, you should consult with your Attorney to determine if this requirement
is enforceable should you wish to reconsider your decision to tender.
Sincerely,
National Partnership Investments Corp.
/s/ Charles H. Boxenbaum /s/ Bruce E. Nelson
Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
