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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): April 30, 1999
REAL ESTATE ASSOCIATES LIMITED VI
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(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
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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. was apparently
conducting a tender offer for units in the Registrant pursuant to an "Offer to
Purchase Limited Partnership Interests for $77.00" dated April 30, 1999.
Registrant has no further information about this "Offer to Purchase" or Bond
Purchase, L.L.C. The Registrant's general partners, on behalf of the Registrant
advised the limited partners by letter dated May 17, 1999 to consult with their
tax advisors about the tax consequences that could result from a sale of their
units. Copies of the "Offer to Purchase" 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 April 30, 1999 as received
from Registrant's limited partners.
2. Copy of Registrant's letter dated May 17, 1999 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: June 18, 1999
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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BOND PURCHASE, L.L.C.
P.O. Box 26730
Kansas City, MO 64196
CLOSE OUT OFFER
April 30, 1999
To the Holders of Limited Partnership Interests Real Estate Associates
Limited VI.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $77
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 $77 per Unit (which amount will be
reduced by any cash distributions declared, or paid, by the Partnership after
the date of this letter). Our offer provides you with an opportunity to sell
your Units now without the costly commission costs (typically up to 10%)
usually paid by the seller in secondary market sales. All transfer costs and
fees will be a reduction of your sales proceeds.
ON DECEMBER 30, 1998, THIS PARTNERSHIP SOLD ELEVEN OF ITS PROPERTY
INTERESTS AND DISTRIBUTED $329 PER UNIT. YOU MAY NOW WANT TO SELL TO CLOSE OUT
THIS INVESTMENT.
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 - If you sell your units, 1999 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 1999.
* The Partnership was closed sixteen 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;
* 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 114 of the 8,400 outstanding Units. If we were to
acquire more than this amount, the administrative costs of our offer would
become burdensome.
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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. 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 and
obtain all other required signatures and return it in the enclosed envelope. In
addition, please return your Unit Certificate in the enclosed envelope. We
encourage you to act immediately if you are interested in accepting our offer as
only 114 Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON JUNE 15, 1999, UNLESS EXTENDED.
Please call Kim Pham 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
OF 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 (the "Purchaser"), all of the Seller's right, title and
interest in depositary units representing beneficial assignment of limited
partnership units (the "Units") in Real Estate Associates Limited VI, (the
"Partnership"), for $77 per Unit, net to the Seller in cash, which amount shall
be reduced by 1) any distributions declared by the Partnership after April 30,
1999, and 2) transfer fees.
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. If the undersigned is
signing on behalf of the entity. 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 Seller's 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: ___________________, 1999
____________________________________ ____________________________
(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 Limited Partnership
Units dated as of even date herewith. Seller irrevocably constitutes and
appoints David L. Johnson, Christine Robinson, and Kim Pham, 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 any 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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May 17, 1999
RE: REAL ESTATE ASSOCIATES LIMITED VI
Dear Investor:
Several limited partners have called or written us to tell us that they
have received an unsolicited tender offer to buy their interests in Real Estate
Associates Limited VI ("REAL VI") from Bond Purchase LLC for $77 per $5,000
unit. The buyers represent that these purchases would be for investment
purposes only.
While the General Partners are unable to value the interests because of a
lack of market for them, and therefore cannot comment on the fairness of Bond
Purchase LLC's offer. Limited partners should also be aware that a sale of
their interests in REAL VI would have tax consequences that should be evaluated
in consultation with each Limited Partner's own tax advisor.
Most of the Limited Partners have negative capital account balances with
respect to their interests in REAL VI. Our accountants tell us that on average,
the negative capital account balance for a $5,000 investor at the end of
December 1998 was approximately $2,150. This means that an investor who sold
his or her unit on December 31, 1998 would recognize gain from the sale of his
or her unit in an amount equal to approximately $2,227 (the $2,150 negative
account balance plus the $77 cash sales price). Our accountants advise that in
light of the substantial disposition gains reported in 1998, it is unlikely
that an investor would have any remaining REAL VI suspended passive losses
which might offset such gain. However, the gain could be offset by passive
losses which such investor may have from other sources. Unless a limited
partner has other 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.
The Corporate General Partner urges each investor to carefully consider
the foregoing information before tendering his or her units to the tendering
buyer. 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 Investment Corp
Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
