REAL ESTATE ASSOCIATES LTD VI
10-Q/A, 2000-05-22
REAL ESTATE
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q/A



             Quarterly Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                  For the Quarterly Period Ended MARCH 31, 2000

                         Commission File Number 0-13112

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A California Limited Partnership)

                  I.R.S. Employer Identification No. 95-3778627

                         9090 WILSHIRE BLVD., SUITE 201
                            BEVERLY HILLS, CA. 90211

                         Registrant's Telephone Number,
                       Including Area Code (310) 278-2191



Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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>   2


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2000


<TABLE>

PART I.  FINANCIAL INFORMATION
<S>     <C>                                                                                                    <C>

        Item 1.  Financial Statements

                      Consolidated Balance Sheets,
                              March 31, 2000 and December 31, 1999 .............................................1

                      Consolidated Statements of Operations,
                              Three Months Ended, March 31, 2000 and 1999.......................................2

                      Consolidated Statement of Partners' Deficiency
                              Three Months Ended March 31, 2000 ................................................3

                      Consolidated Statements of Cash Flows
                              Three Months Ended March 31, 2000 and 1999 .......................................4

                      Notes to Consolidated Financial Statements ...............................................5

        Item 2.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operation ......................................................11


PART II.  OTHER INFORMATION

        Item 1.  Legal Proceedings.............................................................................13

        Item 6.  Exhibits and Reports on Form 8-K .............................................................13

        Signatures ............................................................................................14
</TABLE>






<PAGE>   3

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                      MARCH 31, 2000 AND DECEMBER 31, 1999

                                     ASSETS
<TABLE>
<CAPTION>

                                                                          2000              1999
                                                                       (Unaudited)        (Audited)
                                                                       -----------       -----------

<S>                                                                   <C>               <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)                           $   544,009       $   509,999

CASH AND CASH EQUIVALENTS (Note 1)                                       3,182,685         3,312,395

DUE FROM NAPICO (Note 4)                                                   260,178           239,770
                                                                       -----------       -----------

          TOTAL ASSETS                                                 $ 3,986,872       $ 4,062,164
                                                                       ===========       ===========


                                 LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
    Notes payable and amounts due for partnership
        interests (Notes 3 and 6)                                      $ 1,765,000       $ 1,765,000
    Accrued interest payable (Notes 3 and 6)                             1,976,800         1,957,734
    Accounts payable                                                         5,777             6,905
                                                                       -----------       -----------

                                                                         3,747,577         3,729,639
                                                                       -----------       -----------

COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)

PARTNERS' EQUITY (DEFICIENCY):
    General partners                                                      (348,796)         (347,864)
    Limited partners                                                       588,091           680,389
                                                                       -----------       -----------

                                                                           239,295           332,525
                                                                       -----------       -----------
           TOTAL LIABILITIES AND PARTNERS' EQUITY
                (DEFICIENCY)                                           $ 3,986,872       $ 4,062,164
                                                                       ===========       ===========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.







                                       1
<PAGE>   4

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             2000            1999
                                                           ---------       ---------
<S>                                                        <C>             <C>
INTEREST AND OTHER INCOME                                  $  38,285       $  20,972
                                                           ---------       ---------
OPERATING EXPENSES:
           Management fees - general partner (Note 4)         51,608         110,982
           General and administrative                         57,707         134,205
           Interest (Note 2)                                  34,200          34,200
                                                           ---------       ---------
                                                             143,515         279,387
                                                           ---------       ---------

LOSS FROM PARTNERSHIP OPERATIONS                            (105,230)       (258,415)
                                                           ---------       ---------

EQUITY IN INCOME OF LIMITED
      PARTNERSHIPS AND AMORTIZATION
      OF ACQUISITION COSTS                                    12,000          13,000

DISTRIBUTIONS FROM LIMITED
      PARTNERSHIPS RECOGNIZED AS
      INCOME (Note 2)                                           --            25,909
                                                           ---------       ---------

NET LOSS                                                   $ (93,230)      $(219,506)
                                                           =========       =========

NET LOSS PER LIMITED PARTNERSHIP
     INTEREST (Note 1)                                     $      (6)      $     (13)
                                                           =========       =========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.








                                       2
<PAGE>   5

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                 CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIENCY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         General         Limite
                                                         Partners        Partners         Total
                                                       ------------     ----------      ---------
<S>                                                     <C>             <C>             <C>

PARTNERSHIP INTERESTS                                                      16,810
                                                                        =========

EQUITY (DEFICIENCY),
      January 1, 2000                                   $(347,864)      $ 680,389       $ 332,525

      Net loss for the three months
      ended March 31, 2000                                   (932)        (92,298)        (93,230)
                                                        ---------       ---------       ---------

EQUITY (DEFICIENCY),

      March 31, 2000                                    $(348,796)      $ 588,091       $ 239,295
                                                        =========       =========       =========
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.






                                       3
<PAGE>   6

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                          2000              1999
                                                                       -----------       -----------
<S>                                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

      Net  loss                                                        $   (93,230)      $  (219,506)
      Adjustments to reconcile net loss to net
         cash used in operating activities:
            Equity in income of limited partnerships
                  and amortization of acquisition costs                    (12,000)          (13,000)
            Increase in other assets                                          --              (6,100)
            Increase in accrued interest payable                            19,066            34,200
            Increase in due from NAPICO                                    (20,408)             --
            Decrease in accounts payable                                    (1,128)         (197,354)
                                                                       -----------       -----------

               Net cash used in operating activities                      (107,700)         (401,760)
                                                                       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

      Capital contributions                                                (22,010)
      Sales proceeds                                                          --           1,397,081
                                                                       -----------       -----------

               Net cash (used in) provided by invested activities          (22,010)        1,397,081
                                                                       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Distribution to partners                                                --          (2,797,081)
                                                                       -----------       -----------


NET DECREASE IN CASH AND CASH EQUIVALENTS                                 (129,710)       (1,801,760)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           3,312,395         5,477,969
                                                                       -----------       -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $ 3,182,685       $ 3,676,209
                                                                       ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      Cash paid during the period for interest                         $    15,134       $      --
                                                                       ===========       ===========

</TABLE>


                   The accompanying notes are an integral part
                  of these consolidated financial statements.








                                       4
<PAGE>   7

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     GENERAL

     The information contained in the following notes to the financial
     statements is condensed from that which would appear in the audited annual
     financial statements; accordingly, the financial statements included herein
     should be reviewed in conjunction with the financial statements and related
     notes thereto contained in the annual report for the year ended December
     31, 1999 prepared by Real Estate Associates Limited VI and Subsidiaries
     (the "Partnership"). Accounting measurements at interim dates inherently
     involve greater reliance on estimates than at year end. The results of
     operations for the interim periods presented are not necessarily indicative
     of the results for the entire year.

     In the opinion of the Partnership, the accompanying unaudited financial
     statements contain all adjustments (consisting primarily of normal
     recurring accruals) necessary to present fairly the financial position of
     the Partnership at March 31, 2000 and the results of operations and changes
     in cash flows for the three months then ended.

     The general partners have a 1 percent interest in profits and losses of the
     Partnership. The limited partners have the remaining 99 percent interest
     which is allocated in proportion to their respective individual
     investments. National Partnership Investments Corp. (NAPICO) is the
     corporate general partner of the Partnership. Casden Properties Inc. owns a
     95.25% economic interest in NAPICO, with the balance owned by Casden
     Investment Corporation ("CIC"). CIC, which is wholly owned by Alan I.
     Casden, owns 95% of the voting common stock of NAPICO.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and reported amounts of revenues and expenses during
     the reporting period. Actual results could differ from those estimates.

     PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of Real Estate
     Associates Limited VI and its majority-owned general partnerships. All
     significant intercompany accounts and transactions have been eliminated in
     consolidation.

     METHOD OF ACCOUNTING FOR INVESTMENT IN THE UNCONSOLIDATED LIMITED
     PARTNERSHIPS

     The investments in unconsolidated limited partnerships are accounted for on
     the equity method. Acquisition, selection and other costs related to the
     acquisition of the projects are capitalized as part









                                       5
<PAGE>   8

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     of the investment account and are being amortized on a straight line basis
     over the estimated lives of the underlying assets, which is generally 30
     years.

     NET LOSS PER LIMITED PARTNERSHIP INTEREST

     Net loss per limited partnership interest was computed by dividing the
     limited partners' share of net loss by the number of limited partnership
     interests outstanding during the year. The number of limited partnership
     interests was 16,810 for the periods presented.

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents consist of unrestricted cash and bank
     certificates of deposit with maturities of three months or less. Restricted
     cash consist of tenants' security and escrow deposits and mortgage
     impounds. The Partnership has its cash and cash equivalents on deposit
     primarily with two high credit quality financial institutions. Such cash
     and cash equivalents are in excess of the FDIC insurance limit.

     INCOME TAXES

     No provision has been made for income taxes in the accompanying financial
     statements since such taxes, if any, are the liability of the individual
     partners.

     IMPAIRMENT OF LONG-LIVED ASSETS

     The Partnership reviews long-lived assets to determine if there has been
     any permanent impairment whenever events or changes in circumstances
     indicate that the carrying amount of the asset may not be recoverable. If
     the sum of the expected future cash flows is less than the carrying amount
     of the assets, the Partnership recognizes an impairment loss.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

     As of March 31, 2000, the Partnership holds limited partnership interests
     in 20 limited partnerships. In addition, the Partnership holds a general
     partner interest in REA III, which in turn, holds limited partner interests
     in 3 additional limited partnerships. In total, therefore, the Partnership
     holds interests, either directly or indirectly through REA III, in 23
     partnerships which owned as March 31, 2000, residential low income rental
     projects consisting of 1,369 apartment units. The mortgage loans of these
     projects are payable to or insured by various governmental agencies.









                                       6
<PAGE>   9
                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)

     The Partnership, as a limited partner, is entitled to between 90 percent
     and 99 percent of the profits and losses of the limited partnerships it has
     invested in directly. The Partnership is also entitled to 99.9 percent of
     the profits and losses of REA III. REA III holds a 99 percent interest in
     each of the limited partnerships in which it has invested.

     Equity in losses of unconsolidated limited partnerships is recognized in
     the financial statements until the limited partnership investment account
     is reduced to a zero balance or to a negative amount equal to further
     capital contributions required. Losses incurred after the limited
     partnership investment account is reduced to zero are not recognized.

     Distributions from the unconsolidated limited partnerships are accounted
     for as a return of capital until the investment balance is reduced to zero.
     Subsequent distributions received are recognized as income.

     The following is a summary of the investment in unconsolidated limited
     partnerships for the three months ended March 31, 2000:

     Balance, beginning of period                         $ 509,999
     Capital contributions                                   22,010
     Equity in income of limited partnerships                13,000
     Amortization of acquisition costs                       (1,000)
                                                          ---------

     Balance, end of period                               $ 544,009
                                                          =========

     The following are unaudited combined estimated statements of operations for
     the three months ended March 31, 2000 and 1999 of the unconsolidated
     limited partnerships in which the Partnership has investments:


                                              Three months      Three months
                                                  ended            ended
                                              March 31, 2000    March 31, 1999
                                              --------------    --------------
     Revenues:
       Rental and other                          $2,482,000        $2,478,000


     Expenses:
       Depreciation                                 401,000           492,000
       Interest                                     669,000           686,000
       Operating expenses                         1,519,000         1,448,000
                                                -----------        ----------

     Total expenses                               2,589,000         2,626,000
                                                -----------        ----------

          Net loss                               $ (107,000)      $  (148,000)
                                                 ==========       ===========








                                       7
<PAGE>   10
                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)

     NAPICO, or one of its affiliates, is the general partner and property
     management agent for certain of the limited partnerships included above.

     Under recent adopted law and policy, the United States Department of
     Housing and Urban Development ("HUD") has determined not to renew the
     Housing Assistance Payment ("HAP") Contracts on a long term basis on the
     existing terms. In connection with renewals of the HAP Contracts under such
     new law and policy, the amount of rental assistance payments under renewed
     HAP Contracts will be based on market rentals instead of above market
     rentals, which was generally the case under existing HAP Contracts. The
     payments under the renewed HAP Contracts are not expected to be in an
     amount that would provide sufficient cash flow to permit owners of
     properties subject to HAP Contracts to meet the debt service requirements
     of existing loans insured by the Federal Housing Administration of HUD
     ("FHA") unless such mortgage loans are restructured. In order to address
     the reduction in payments under HAP Contracts as a result of this new
     policy, the Multi-family Assisted Housing Reform and Affordability Act of
     1997 ( "MAHRAA"), which was adopted in October 1997, provides for the
     restructuring of mortgage loans insured by the FHA with respect to
     properties subject to the Section 8 program. Under MAHRAA, an FHA-insured
     mortgage loan can be restructured into a first mortgage loan which will be
     amortized on a current basis and a low interest second mortgage loan
     payable to FHA which will only be payable on maturity of the first mortgage
     loan. This restructuring results in a reduction in annual debt service
     payable by the owner of the FHA-insured mortgage loan and is expected to
     result in an insurance payment from FHA to the holder of the FHA-insured
     loan due to the reduction in the principal amount. MAHRAA also phases out
     project-based subsidies on selected properties serving families not located
     in rental markets with limited supply, converting such subsidies to a
     tenant-based subsidy.

     On September 11, 1998, HUD issued interim regulations implementing MAHRAA
     and final regulations are expected to be issued in 2000.

     When the HAP Contracts are subject to renewal, there can be no assurance
     that the local limited partnerships in which the Partnership has an
     investment will be permitted to restructure its mortgage indebtedness under
     MAHRAA. In addition, the economic impact on the Partnership of the
     combination of the reduced payments under the HAP Contracts and the
     restructuring of the existing FHA-insured mortgage loans under MAHRAA is
     uncertain.

     On December 30, 1998, after obtaining the consents of the limited partners,
     the Partnership sold its limited partnership interests in 10 local limited
     partnerships to affiliates of Casden Properties Inc. The sale resulted in
     cash proceeds to the Partnership of $1,397,081, which was collected in
     1999. In March 1999, the Partnership made cash distributions of $2,769,110
     to the limited partners and $27,971 to the general partners, primarily
     using proceeds from the sale of the partnership interests.










                                       8
<PAGE>   11

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000




NOTE 3 - NOTES PAYABLE

     Certain of the Partnership's investments involved purchases of partnership
     interests from partners who subsequently withdrew from the operating
     partnership. The purchase of these interests provides for additional cash
     payments of approximately $325,000 based upon specified events as outlined
     in the purchase agreements. Such amounts have been recorded as liabilities.
     In addition, the Partnership is obligated on non-recourse notes payable of
     $1,440,000 which bear interest at 9.5 or 10 percent per annum and have
     principal maturities ranging from December 1999 to December 2012. The
     Partnership was relieved of notes payable in the amount of $4,030,000 in
     connection to the sale of certain partnership interests in 1998.

     The notes and related interest are payable from cash flow generated from
     operations of the related rented properties as defined in the notes. These
     obligations are collateralized by the Partnership's investments in the
     limited partnerships. Unpaid interest is due at maturity of the notes.

NOTE 4 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER

     Under the terms of the Restated Certificate and Agreement of Limited
     Partnership, the Partnership is obligated to NAPICO for an annual
     management fee of approximately .4 percent of the original invested assets
     of the limited partnerships. Invested assets are defined as the costs of
     acquiring project interests, including the proportionate amount of the
     mortgage loans related to the Partnership's interests in the capital
     accounts of the respective partnerships. This fee was approximately $52,000
     and $111,000 for the three months ended March 31, 2000 and 1999,
     respectively.

     The Partnership reimburses NAPICO for certain expenses. The reimbursement
     to NAPICO was approximately $10,400 and $10,300 for the three months ended
     March 31, 2000 and 1999, respectively, and is included in general and
     administrative expenses.

NOTE 5 - CONTINGENCIES

     On August 27, 1998, two investors holding an aggregate of eight units of
     limited partnership interests in Real Estate Associates Limited III (an
     affiliated partnership in which NAPICO is the managing general partner) and
     two investors holding an aggregate of five units of limited partnership
     interest in the Partnership commenced an action in the United States
     District Court for the Central District of California against the
     Partnership, NAPICO and certain other affiliated entities. The complaint
     alleges that the defendants breached their fiduciary duty to the limited
     partners of certain NAPICO managed partnerships and made materially false
     and misleading statements in the consent solicitation statements









                                       9
<PAGE>   12

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000


NOTE 5 - CONTINGENCIES (CONTINUED)

     sent to the limited partners of such partnerships relating to approval of
     the transfer of partnership interests in limited partnerships, owning
     certain of the properties, to affiliates of Casden Properties Inc.,
     organized by an affiliate of NAPICO. The plaintiffs seek equitable relief,
     as well as compensatory damages and litigation related costs. On August 4,
     1999, one investor holding one unit of limited partnership interest in
     Housing Programs Limited commenced a virtually identical action in the
     United States District Court for the Central District of California against
     the Partnership, NAPICO and certain other affiliated entities. The managing
     general partner of such NAPICO managed partnerships and the other
     defendants believe that the plaintiffs' claims are without merit and intend
     to contest the actions vigorously.

     The corporate general partner of the Partnership is involved in various
     lawsuits and have also been named defendants in other lawsuits arising from
     transactions in the ordinary course of business. In the opinion of
     management and the corporate general partner, the claims will not result in
     any material liability to the Partnership.

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
     Value of Financial Instruments," requires disclosure of fair value
     information about financial instruments. The carrying amount of other
     assets and liabilities reported on the balance sheets that require such
     disclosure approximates fair value due to their short-term maturity.









                                       10
<PAGE>   13


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 2000


ITEM 2.  MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     LIQUIDITY AND CAPITAL RESOURCES

     The Partnership's primary sources of funds include interest income on short
     term investments and distributions from limited partnerships in which the
     Partnership has invested. It is not expected that any of the local limited
     partnerships in which the Partnership has invested will generate cash flow
     sufficient to provide for distributions to limited partners in any material
     amount. The Partnership made a distributions to investors in March 31,
     2000, previously using proceeds from the disposition of its investments in
     certain limited partnerships.

     RESULTS OF OPERATIONS

     Partnership revenues consist primarily of interest income earned on
     certificates of deposit and other temporary investment of funds not
     required for investment in local partnerships.

     Operating expenses consist primarily of recurring general and
     administrative expenses and professional fees for services rendered to the
     Partnership. In addition, an annual Partnership management fee in an amount
     equal to .4 percent of invested assets is payable to the corporate general
     partner.

     The Partnership accounts for its investments in the local limited
     partnerships on the equity method, thereby adjusting its investment balance
     by its proportionate share of the income or loss of the local limited
     partnerships. Losses incurred after the limited partnership investment
     account is reduced to zero are not recognized in accordance with the equity
     accounting method.

     Distributions received from limited partnerships are recognized as return
     of capital until the investment balance has been reduced to zero or to a
     negative amount equal to future capital contributions required. Subsequent
     distributions received are recognized as income.

     Except for certificates of deposit and money market funds, the
     Partnership's investments are entirely from interests in other limited and
     general partnerships owning government assisted projects. Funds temporarily
     not required for such investments in projects are invested providing
     interest income as reflected in the statement of operations. These funds
     can be converted to cash to meet obligations as they arise. The Partnership
     intends to continue investing available funds in this manner.

     Under recent adopted law and policy, the United States Department of
     Housing and Urban Development ("HUD") has determined not to renew the
     Housing Assistance Payment ("HAP") Contracts on a long term basis on the
     existing terms. In connection with renewals of the HAP Contracts under such
     new law and policy, the amount of rental assistance payments under renewed
     HAP Contracts will be based on market rentals instead of above market
     rentals, which was generally the case under existing HAP Contracts. The
     payments under the renewed HAP Contracts are not expected to be in an
     amount that would provide sufficient cash flow to permit owners of
     properties subject to HAP Contracts to meet the debt service requirements
     of existing loans insured by the Federal








                                       11
<PAGE>   14

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 2000


ITEM 2.  MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     RESULTS OF OPERATIONS (CONTINUED)

     Housing Administration of HUD ("FHA") unless such mortgage loans are
     restructured. In order to address the reduction in payments under HAP
     Contracts as a result of this new policy, the Multi-family Assisted Housing
     Reform and Affordability Act of 1997 ( "MAHRAA"), which was adopted in
     October 1997, provides for the restructuring of mortgage loans insured by
     the FHA with respect to properties subject to the Section 8 program. Under
     MAHRAA, an FHA-insured mortgage loan can be restructured into a first
     mortgage loan which will be amortized on a current basis and a low interest
     second mortgage loan payable to FHA which will only be payable on maturity
     of the first mortgage loan. This restructuring results in a reduction in
     annual debt service payable by the owner of the FHA-insured mortgage loan
     and is expected to result in an insurance payment from FHA to the holder of
     the FHA-insured loan due to the reduction in the principal amount. MAHRAA
     also phases out project-based subsidies on selected properties serving
     families not located in rental markets with limited supply, converting such
     subsidies to a tenant-based subsidy.

     On September 11, 1998, HUD issued interim regulations implementing MAHRAA
     and final regulations are expected to be issued in 2000.

     When the HAP Contracts are subject to renewal, there can be no assurance
     that the local limited partnerships in which the Partnership has an
     investment will be permitted to restructure its mortgage indebtedness under
     MAHRAA. In addition, the economic impact on the Partnership of the
     combination of the reduced payments under the HAP Contracts and the
     restructuring of the existing FHA-insured mortgage loans under MAHRAA is
     uncertain.

     On December 30, 1998, after obtaining the consents of the limited partners,
     the Partnership sold its limited partnership interests in 10 local limited
     partnerships to affiliates of Casden Properties Inc. The sale resulted in
     cash proceeds to the Partnership of $1,397,081, which was collected in
     1999. In March 2000, the Partnership made cash distributions of $2,769,110
     to the limited partners and $27,971 to the general partners, primarily
     using proceeds from the sale of the partnership interests.










                                       12
<PAGE>   15

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 2000


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in the
Partnership commenced an action in the United States District Court for the
Central District of California against the Partnership, NAPICO and certain other
affiliated entities. The complaint alleges that the defendants breached their
fiduciary duty to the limited partners of certain NAPICO managed partnerships
and made materially false and misleading statements in the consent solicitation
statements sent to the limited partners of such partnerships relating to
approval of the transfer of partnership interests in limited partnerships,
owning certain of the properties, to affiliates of Casden Properties Inc.,
organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as
well as compensatory damages and litigation related costs. On August 4, 1999,
one investor holding one unit of limited partnership interest in Housing
Programs Limited commenced a virtually identical action in the United States
District Court for the Central District of California against the Partnership,
NAPICO and certain other affiliated entities. The managing general partner of
such NAPICO managed partnerships and the other defendants believe that the
plaintiffs' claims are without merit and intend to contest the actions
vigorously.

The Partnership's general partner is involved in various lawsuits. None of these
lawsuits are related to the Partnership.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  No exhibits are required per the provision of item 6 of regulation S-K
          and no reports on Form 8-K were filed during the quarter ended
          March 31, 2000.









                                       13
<PAGE>   16


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 2000




                                   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 thereunto duly authorized.



                                REAL ESTATE ASSOCIATES LIMITED VI AND
                                SUBSIDIARIES (a California limited partnership)


                                By:     National Partnership Investments
                                        Corp., General Partner


                                        /s/ BRUCE NELSON
                                        ---------------------------------------
                                        Bruce Nelson
                                        President


                                Date: May 22, 2000
                                     ------------------------------------------


                                        /s/ PAUL PATIERNO
                                        ---------------------------------------
                                        Paul Patierno
                                        Chief Financial Officer



                                 Date: May 22, 2000
                                       ----------------------------------------










                                       14


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                       3,182,685
<SECURITIES>                                         0
<RECEIVABLES>                                  260,178
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,442,863
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               3,986,872
<CURRENT-LIABILITIES>                            5,777
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     239,295
<TOTAL-LIABILITY-AND-EQUITY>                 3,986,872
<SALES>                                              0
<TOTAL-REVENUES>                                50,285
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               109,315
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              34,200
<INCOME-PRETAX>                               (93,230)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (93,230)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (93,230)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0


</TABLE>


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