BALCOR PENSION INVESTORS VI
10-Q, 1994-08-12
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


(Mark One)

  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - -----
      EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 1994
                               --------------
                                       OR

      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 0-14332
                       -------


                        BALCOR PENSION INVESTORS-VI         
          -------------------------------------------------------
          (Exact name of registrant as specified in its charter)


          Illinois                                      36-3319330    
- - -------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer  
incorporation or organization)                      Identification No.)


Balcor Plaza
4849 Golf Road, Skokie, Illinois                        60077-9894    
- - ----------------------------------------            ------------------- 
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code (708) 677-2900
                                                   --------------

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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     
    -----     -----

                         BALCOR PENSION INVESTORS-VI
                      (An Illinois Limited Partnership)

                                BALANCE SHEETS
                     June 30, 1994 and December 31, 1993
                                 (Unaudited)


                                    ASSETS

                                                   1994             1993
                                              --------------   --------------
Cash and cash equivalents                     $  42,486,477    $  48,820,877
Restricted investment                               700,000          700,000
Escrow deposits - restricted                                         238,983
Accounts and accrued interest receivable          2,396,684        1,798,891
Prepaid expenses                                                     131,352
Deferred expenses, net of accumulated
  amortization of $624,724 in 1994 and
  $516,617 in 1993                                1,151,679        1,194,206
                                              --------------   --------------
                                                 46,734,840       52,884,309
                                              --------------   --------------
Investment in loans receivable:
  Loans receivable - first mortgages              9,635,000       31,272,000
  Investment in acquisition loan                  4,487,334        4,507,534
Less:
  Allowance for potential loan losses             1,308,594        1,308,594
                                              --------------   --------------
Net investment in loans receivable               12,813,740       34,470,940
Loan in substantive foreclosure (net of
   allowance of $2,400,000 in 1993)                                3,652,250
Real estate held for sale (net of allowance
   of $4,065,000 in 1994 and 1993)              140,529,817      139,802,469
Investment in joint venture with an affiliate    13,852,440       10,003,319
                                              --------------   --------------
                                                167,195,997      187,928,978
                                              --------------   --------------
                                              $ 213,930,837    $ 240,813,287
                                              ==============   ==============


                         LIABILITIES AND PARTNERS' CAPITAL


Accounts and accrued interest payable         $     659,710    $     428,576
Due to affiliates                                   427,359          154,415
Other liabilities, principally escrow
   liabilities and accrued real estate taxes      1,464,176        1,090,697
Security deposits                                   660,854          666,823
Mortgage notes payable                           17,764,626       21,257,668
                                              --------------   --------------
    Total liabilities                            20,976,725       23,598,179
                                              --------------   --------------

Affiliates' participation in joint ventures      20,155,958       19,636,325

Partners' capital (1,382,562 Limited
  Partnership Interests issued and
  outstanding)                                  172,798,154      197,578,783
                                              --------------   --------------
                                              $ 213,930,837    $ 240,813,287
                                              ==============   ==============

  The accompanying notes are an integral part of the financial statements.

                         BALCOR PENSION INVESTORS-VI
                      (An Illinois Limited Partnership)

                      STATEMENTS OF INCOME AND EXPENSES
                for the six months ended June 30, 1994 and 1993
                                (Unaudited)


                                                   1994             1993
                                              --------------   --------------
Income:
  Interest on loans receivable, loans in
    substantive foreclosure, and from
    investment in acquisition loans           $   1,160,483    $   4,642,354
  Less interest on loans payable -
    underlying mortgages                                             487,837
                                              --------------   --------------
  Net interest income on loans receivable         1,160,483        4,154,517
  Income from operations of real estate
    held for sale                                 5,730,775        3,542,758
  Interest on short-term investments                886,119          224,601
  Participation income                            3,000,000
                                              --------------   --------------
      Total income                               10,777,377        7,921,876
                                               -------------   --------------

Expenses:
  Provision for potential losses on loans,
    real estate and accrued interest
    receivable                                                     5,600,000
  Amortization of deferred expenses                 108,107           63,627
  Mortgage servicing fees                            36,542           98,666
  Administrative                                    866,255          736,436
                                              --------------   --------------
      Total expenses                              1,010,904        6,498,729
                                              --------------   --------------
Income before joint venture participations        9,766,473        1,423,147

Participation in income of joint ventures -
  affiliates                                        647,398          357,071
Equity in loss from investment in
  acquisition loans                                 (20,200)         (25,900)
Affiliates' participation in (income) loss of
  joint ventures                                   (794,592)         840,864
                                              --------------   --------------
Net income                                    $   9,599,079    $   2,595,182
                                              ==============   ==============
Net income allocated to General Partner       $     959,908    $     259,518
                                              ==============   ==============
Net income allocated to Limited Partners      $   8,639,171    $   2,335,664
                                              ==============   ==============
Net income per Limited Partnership Interest
  (1,382,562 issued and outstanding)          $        6.25    $        1.69
                                              ==============   ==============
Distributions to General Partner              $     921,708    $     614,472
                                              ==============   ==============
Distributions to Limited Partners             $  33,458,000    $   5,530,248
                                              ==============   ==============
Distributions per Limited Partnership
  Interest                                    $       24.20    $        4.00
                                              ==============   ==============

  The accompanying notes are an integral part of the financial statements.

                         BALCOR PENSION INVESTORS-VI
                      (An Illinois Limited Partnership)

                      STATEMENTS OF INCOME AND EXPENSES
               for the quarters ended June 30, 1994 and 1993
                                 (Unaudited)


                                                   1994             1993
                                              --------------   --------------
Income:
  Interest on loans receivable, loans in
    substantive foreclosure, and from
    investment in acquisition loans           $     506,066    $   2,515,336
  Less interest on loans payable -
    underlying mortgages                                             242,182
                                              --------------   --------------
  Net interest income on loans receivable           506,066        2,273,154
  Income from operations of real estate
    held for sale                                 3,019,695        1,203,280
  Interest on short-term investments                468,268          110,806
                                              --------------   --------------
      Total income                                3,994,029        3,587,240
                                              --------------   --------------

Expenses:
  Provision for potential losses on loans,
    real estate and accrued interest
    receivable                                                     4,600,000
  Amortization of deferred expenses                  54,834           40,256
  Mortgage servicing fees                            14,832           48,349
  Administrative                                    399,437          333,409
                                              --------------   --------------
      Total expenses                                469,103        5,022,014
                                              --------------   --------------
Income (loss) before joint venture
  participations                                  3,524,926       (1,434,774)

Participation in income of joint ventures -
  affiliates                                        335,336          175,126
Equity in loss from investment in
  acquisition loans                                 (10,097)         (12,950)
Affiliates' participation in (income) loss of
  joint ventures                                   (372,738)       1,049,176
                                              --------------   --------------
Net income (loss)                             $   3,477,427    $    (223,422)
                                              ==============   ==============
Net income (loss) allocated to General Partner$     347,743    $     (22,342)
                                              ==============   ==============
Net income (loss) allocated to Limited
  Partners                                    $   3,129,684    $    (201,080)
                                              ==============   ==============
Net income (loss) per Limited Partnership
  Interest (1,382,562 issued and outstanding) $        2.27    $       (0.14)
                                              ==============   ==============
Distribution to General Partner               $     307,236    $     307,236
                                              ==============   ==============
Distribution to Limited Partners              $  16,590,744    $   2,765,124
                                              ==============   ==============
Distribution per Limited Partnership Interest $       12.00    $        2.00
                                              ==============   ==============

  The accompanying notes are an integral part of the financial statements.

                         BALCOR PENSION INVESTORS-VI
                      (An Illinois Limited Partnership)

                           STATEMENTS OF CASH FLOWS
                for the six months ended June 30, 1994 and 1993
                                  (Unaudited)

                                                   1994             1993
                                              --------------   --------------
Operating activities:
  Net income                                  $   9,599,079    $   2,595,182
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Participation in income of joint
        ventures - affiliates                      (647,398)        (357,071)
      Equity in loss from investment in
        acquisition loans                            20,200           25,900
      Affiliates' participation in loss
        (income) of joint ventures                  794,592         (840,864)
      Amortization of deferred expenses             108,107           63,627
      Provision for potential losses on
        loans, real estate and accrued
        interest receivable                                        5,600,000
      Net change in:
        Escrow deposits - restricted                238,983          (19,951)
        Accounts and accrued interest
          receivable                               (597,793)         140,499
        Prepaid expenses                            131,352           82,890
        Accounts and accrued interest payable       231,134          104,971
        Due to affiliates                           272,944           59,443
        Other liabilities                           373,479          477,869
        Security deposits                            (5,969)          71,022
                                              --------------   --------------
  Net cash provided by operating activities      10,518,710        8,003,517
                                              --------------   --------------
Investing activities:
  Distribution from joint venture
    partner - affiliate                             450,527          236,461
  Collection of principal payments on
    loans receivable                             21,637,000
  Improvements to properties                       (727,348)      (1,178,815)
  Payment of deferred expenses                      (65,580)        (291,088)
                                              --------------   --------------
  Net cash provided by (used in)
    investing activities                         21,294,599       (1,233,442)
                                              --------------   --------------
Financing activities:
  Distributions to Limited Partners             (33,458,000)      (5,530,248)
  Distributions to General Partner                 (921,708)        (614,472)
  Distributions to joint venture partners -
    affiliates                                     (413,943)         (78,954)
  Capital contributions by joint venture
    partners - affiliates                           138,984          268,346
  Repayment of underlying loan payable           (3,386,956)
  Principal payments on underlying loans
    and mortgage notes payable                     (106,086)        (353,075)
                                              --------------   --------------
  Net cash used in financing activities         (38,147,709)      (6,308,403)
                                              --------------   --------------

Net change in cash and cash equivalents          (6,334,400)         461,672

Cash and cash equivalents at beginning
  of period                                      48,820,877       14,279,189
                                              --------------   --------------
Cash and cash equivalents at end of period    $  42,486,477    $  14,740,861
                                              ==============   ==============

  The accompanying notes are an integral part of the financial statements.

                          BALCOR PENSION INVESTORS-VI
                       (An Illinois Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1.  Accounting Policy:

Several reclassifications have been made to the previously reported 1993
statements in order to provide comparability with the 1994 statements. These
reclassifications have not changed the 1993 results. In the opinion of
management, all adjustments necessary for a fair presentation have been made to
the accompanying statements for the six months and quarter ended June 30, 1994,
and all such adjustments are of a normal and recurring nature.

2.  Transactions with Affiliates:

Fees and expenses paid and payable by the Partnership to affiliates for the six
months and quarter ended June 30, 1994 are:

                                             Paid          
                                     --------------------
                                     Six  Months  Quarter      Payable
                                     ----------- --------    ---------     

    Mortgage servicing fees          $   42,275  $ 22,146     $  4,944
    Property management fees            542,804   279,048       81,640
    Reimbursement of expenses to
      the General Partner, at cost:
        Accounting                       26,999    22,660       69,141
        Data processing                    None      None      118,852
        Investor communications           4,828     4,052       11,513
        Legal                             8,449     7,091       30,690
        Portfolio management             40,437    24,081       86,939
        Other                             4,936     4,143       10,922

3.  Subsequent Event:

In July 1994, the Partnership made a distribution of $17,973,306 ($13.00 per
Interest) to the holders of Limited Partnership Interests for the second
quarter of 1994. This distribution includes a regular quarterly distribution of
$2.00 per Interest from Cash Flow and a special distribution of $11.00 per
Interest from Mortgage Reductions received from previous loan prepayments.

                          BALCOR PENSION INVESTORS-VI
                       (An Illinois Limited Partnership)

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Balcor Pension Investors - VI (the "Partnership") is a limited partnership
formed in 1984 to invest in first mortgage loans and, to a lesser extent,
wrap-around loans and junior mortgage loans.  The Partnership raised
$345,640,500 through the sale of Limited Partnership Interests and utilized
these proceeds to fund  thirty-one loans. Currently, the Partnership has two
loans outstanding in its portfolio, owns eleven properties acquired through
foreclosure and holds minority joint venture interests with affiliates in three
additional properties. The Partnership reclassified its investment in the loan
collateralized by the 45 West 45th Street Office Building to an investment in
joint venture with affiliates effective January 1994. In addition, the
Northgate and Gatewood apartment complexes loans are classified as real estate
held for sale. 

Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1993 for a more complete understanding of
the Partnership's financial position.

Operations
- - ----------

Summary of Net Income
- - ---------------------

The Partnership recognized a provision for potential losses on loans and real
estate during the six months and quarter ended June 30, 1993, but not during
the same periods in 1994. This was the primary reason for the increase in net
income during the six months and quarter ended June 30, 1994 as compared to the
same periods in 1993. The 1993 and 1994 loan prepayments resulted in a decrease
in net interest income on loans receivable, which partially offset the increase
in net income. In February 1994, the Partnership received significant
participation income in connection with the prepayment of the loans
collateralized by the Breckenridge and Highland Green apartment complexes which
contributed to the increase in net income during the six months ended June 30,
1994. Further discussion of the Partnership's operations is summarized below.

1994 Compared to 1993
- - ---------------------

As a result of the 1993 prepayment of the Miami Free Zone, Pinellas Cascade,
Land of Lakes Pinellas Park and Skyway, Mariwood and Hickory Knoll loans and
the 1994 prepayment of the Breckenridge and Highland Green loans, interest
income on loans receivable, and consequently mortgage servicing fees, decreased
during the six months and quarter ended June 30, 1994 as compared to the same
periods in 1993. Interest on loans payable - underlying mortgages ceased in
1994 due to the prepayment of the Miami Free Zone loan in December 1993.

Income from operations of real estate held for sale represents the net property
operations of the following properties:

                                                     Occupancy
                                       Date of       Percent at
Property                             Acquisition   June 30, 1994
- - --------                         --------------------------------

Hammond Aire Plaza Shopping Center  December 1987       92%
Park Central Office Building        April 1988          93%
Brookhollow/Stemmons Center Office
  Complex                           August 1990         89%
Hawthorne Heights Apartments        September 1990      98%
Flamingo Pines Shopping Center      October 1990        95%
Perimeter 400 Center Office Complex December 1990       98%
Symphony Woods Office Center        September 1991      78%
Sun Lake Apartments                 December 1991       98% 
420 North Wabash Office Building    October 1992        83%
Woodscape Apartments                December 1992       96%
Shoal Run Apartments                December 1992       98%
Northgate Apartments                October 1993        92%
Gatewood Apartments                 October 1993        92%


The properties owned by the Partnership at June 30, 1994 comprise approximately
53% of the Partnership's portfolio based on original funds advanced. Income
from operations of real estate held for sale increased during the six months
and quarter ended June 30, 1994 as compared to the same periods in 1993 due to
the acquisition of the Northgate and Gatewood apartment complexes and improved
operations at eight of the properties, but primarily at the Perimeter 400
Center Office Complex resulting from significant leasing activity in 1993.

The December 1993 and February 1994 loan prepayments resulted in an increase in
cash available for investment and correspondingly, an increase in interest
income on short-term investments during the six months and quarter ended June
30, 1994 as compared to the same periods in 1993.

Participation income is recognized from participations in cash flow from
properties securing certain of the Partnership's loans. The Partnership's loans
generally bear interest at contractually fixed interest rates. Some loans also
provide for additional interest in the form of participations, usually
consisting of either a share in the capital appreciation of the property
securing the Partnership's loan and/or a share in the increase of gross income
of the property above a certain level. The Partnership received participation
income totaling $3,000,000 in connection with the February 1994 prepayments of
the loans collateralized by the Breckenridge and Highland Green apartment
complexes.

The allowance for potential losses provides for potential loan losses and is
based upon loan loss experience for similar loans and for the industry, upon
prevailing economic conditions and the General Partner's analysis of specific
loans in the Partnership's portfolio. A provision for potential losses was not
recognized during the six months ended June 30, 1994. While actual losses may
vary from time to time because of changes in circumstances (such as occupancy
rates, rental rates, and other economic factors), the General Partner believes
that adequate recognition has been given to loss exposure in the portfolio at
June 30, 1994.

During 1993, the Partnership incurred leasing commissions in connection with
leases signed at the Perimeter 400 Center and Brookhollow/Stemmons Center
office complexes and the Park Central and 420 N. Wabash office buildings which
resulted in an increase in amortization of deferred expenses during the six
months and quarter ended June 30, 1994 as compared to the same periods in 1993.

As a result of higher accounting and portfolio management fees and bank
charges, administrative expenses increased during the six months and quarter
ended June 30, 1994 as compared to the same periods in 1993.

Participation in income of joint ventures with affiliates represents the
Partnership's 44.63% share of the operations of the Sand Pebble Village and
Sand Pebble Village II apartment complexes, and the Partnership's investment in
the loan collateralized by the 45 West 45th Street Office Building which was
reclassified to an investment in joint venture with an affiliate effective
January 1994. The Partnership purchased its share of Sand Pebble Village II in
October 1993. As a result of the reclassification of the 45 West 45th Street
loan and the purchase of Sand Pebble Village II, both of which generated income
in 1994, income from joint ventures with affiliates increased during the six
months and quarter ended June 30, 1994 as compared to the same periods in 1993.

Affiliates' participation in joint ventures represents the affiliates' shares
of income or loss at the Sun Lake Apartments, Perimeter 400 Center Office
Complex and Brookhollow/Stemmons Center Office Complex. The Partnership
incurred significant leasing costs at the Perimeter 400 Center during 1993,
which resulted in improved operations at the property during 1994. In addition,
the Partnership recognized a decline in the fair value of the
Brookhollow/Stemmons Center during the second quarter of 1993. As a result of
the combined effect of these events, the affiliates recognized a participation
in income of joint ventures during the six months and quarter ended June 30,
1994 as compared to a loss during the same periods in 1993. 

Liquidity and Capital Resources
- - -------------------------------

The cash or near cash position of the Partnership decreased as of June 30, 1994
when compared to December 31, 1993.  The Partnership's operating activities
include cash flow from the operations of the Partnership's real estate held for
sale, participation income from the loan prepayments and interest income from
the Partnership's remaining loans.  This cash flow, along with interest earned
on short-term investments, was used in part to pay Partnership administrative
expenses and mortgage servicing fees.  The Partnership received funds from
investing activities relating primarily to two loan prepayments in February
1994 and used a portion of these funds for improvements to certain properties. 
The Partnership's financing activities included distributions to Partners, the
payment of principal on the underlying loans and mortgage notes payable and the
prepayment of the underlying mortgage loan collateralized by the Woodscape
Apartments. Currently, the Partnership holds approximately $14,373,000 of
Mortgage Reductions from previous loan prepayments. The Partnership made
special distributions of Mortgage Reductions of approximately $11,337,000,
$13,826,000 and $15,208,000 in January, April and July 1994, respectively. The
remaining Mortgage Reductions have been retained while the Partnership analyzes
future working capital requirements.

The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit, or a significant deficit.  A deficit is
considered significant if it exceeds $250,000 annually or 20% of the property's
rental and service income, each after consideration of debt service.  During
the six months ended June 30, 1994, all of the Partnership's thirteen
properties generated positive cash flow. The Partnership assumed management of
the Northgate and Gatewood apartment complexes in October 1993, and these
properties generated positive cash flow during 1994.  Significant leasing costs
were incurred in 1994 at the Brookhollow/Stemmons Center Office Complex to
lease vacant space and renew existing tenant leases which were scheduled to
expire. These non-recurring expenditures were not included in classifying the
cash flow performance of the property. Had these costs been included, this
property would have been classified as generating a significant deficit during
1994.  

During the six months ended June 30, 1993, nine of the Partnership's twelve
properties generated positive cash flow. Winchester Mall, which was sold in
September 1993, generated a marginal cash flow deficit during the first six
months of 1993.   The Woodscape Apartments, which had underlying debt until the
loan collateralized by the property was prepaid in May 1994, generated positive
cash flow during the first six months of 1994 as compared to a marginal deficit
during the same period in 1993. In addition, the Sun Lake Apartments generated
positive cash flow during the first six months of 1994 as compared to a
marginal deficit during the same period in 1993. The improvement in operations
at these properties is due to increased rental income in 1994 and decreased
repair and maintenance and painting and cleaning expenditures. 

The Partnership holds minority joint venture interests in three properties, all
of which generated positive cash flow during the six months ended June 30,
1994. Sand Pebble Village Apartments, which was acquired by the Partnership
through foreclosure in July 1992, also generated positive cash flow during the
six months ended June 30, 1993. The Partnership purchased a minority joint
venture interest in the Sand Pebble Village II Apartments in October 1993, and
reclassified its investment in the loan collateralized by the 45 West 45th
Street Office Building to an investment in joint venture with an affiliate
effective January 1994. 

The General Partner is continuing its efforts to maintain high occupancy
levels, while increasing rents where possible, and to monitor and control
operating expenses and capital improvement requirements at the properties. The
General Partner will also examine the terms of any mortgage loans
collateralized by its properties, and may refinance or, in certain instances,
use Partnership reserves to repay such loans.

The Partnership and three affiliated partnerships (the "Participants") funded a
$23,000,000 mortgage loan collateralized by the 45 West 45th Street Office
Building located in New York, New York. The Partnership funded $9,500,000 of
the total loan amount for a participating percentage of approximately 41%. In
September 1991, the loan was placed in default. The Participants intend to file
foreclosure proceedings during 1994. 

Because of the current weak real estate markets in certain cities and regions
of the country, attributable to local and regional market conditions such as
overbuilding and recessions in local economies and specific industry segments,
certain borrowers have requested that the Partnership allow prepayment of
mortgage loans.  The Partnership has allowed some of these borrowers to prepay
such loans, in some cases without assessing prepayment premiums, under
circumstances where the General Partner believed that refusing to allow such
prepayments would ultimately prove detrimental to the Partnership because of
the likelihood that the properties would not generate sufficient revenues to
keep loan payments current.  In other cases, borrowers have requested
prepayment in order to take advantage of lower available interest rates. In
these cases, the Partnership has collected substantial prepayment premiums.

In February 1994, the borrower of the loan collateralized by the Breckenridge
Apartments located in Richmond, Virginia prepaid the loan in full in the amount
of $15,782,123, comprised of the original funds advanced on the loan
($13,737,000), unpaid interest thereon ($140,423), and additional interest
($1,904,700).

In February 1994, the borrower of the loan collateralized by the Highland Green
Apartments located in Raleigh, North Carolina prepaid the loan in full in the
amount of $9,023,389, comprised of the original funds advanced on the loan
($7,900,000), unpaid interest thereon ($28,089), and additional interest
($1,095,300).  
In February 1994, the Partnership entered into a contract for the sale of the
Hammond Aire Plaza Shopping Center. The purchaser failed to satisfy the terms
of the agreement and the contract was terminated. The Partnership will retain
$25,000 of earnest money, including accrued interest thereon, previously
received from the purchaser. See Item 5. Other Information for additional
information.

In May 1994, the Partnership prepaid the underlying mortgage loan of $3,386,956
collateralized by the Woodscape Apartments located in Raleigh, North Carolina
and paid a prepayment premium of $101,609.

In July 1994, the Partnership purchased an out parcel of land at the Flamingo
Pines Shopping Center for approximately $280,000. 

The loan collateralized by the Noland Fashion Square Shopping Center has been
recorded by the Partnership as an investment in acquisition loan.  The
Partnership has recorded its share of the collateral property operations as
equity in loss from investment in acquisition loan.  The Partnership's share of
the loss has no effect on the cash flow of the Partnership, and amounts
representing contractually required debt service are recorded as interest
income.

Distributions to Limited Partners can be expected to fluctuate for various
reasons. Loan prepayments and repayments can initially cause Cash Flow to
increase as prepayment premiums and participations are paid; however,
thereafter prepayments and repayments will have the effect of reducing Cash
Flow.  If such proceeds are distributed, Limited Partners will have received a
return of capital and the dollar amount of Cash Flow available for distribution
thereafter can be expected to decrease.  Distribution levels can also vary as
loans are placed on non-accrual status, modified or restructured and, if the
Partnership has taken title to properties through foreclosure or otherwise, as
a result of property operations.

In July 1994, the Partnership paid a distribution of $17,973,306 ($13.00 per
Interest) to the holders of Limited Partnership Interests for the second
quarter of 1994. This distribution includes a regular quarterly distribution of
$2.00 per Interest from Cash Flow and a special distribution of $11.00 per
Interest from Mortgage Reductions received from previous loan prepayments. The
level of the regular quarterly distribution is consistent with the amount
distributed for the first quarter of 1994. During the quarter ended June 30,
1994 the Partnership also paid $230,427 to the General Partner as its
distributive share of the Cash Flow distributed for the first quarter of 1994
and made a contribution to the Early Investment Incentive Fund in the amount of
$76,809.

During the six months ended June 30, 1994, the General Partner used amounts
placed in the Early Investment Incentive Fund to repurchase 6,834 Interests
from Limited Partners for a total cost of $889,787.

The Partnership expects to continue making cash distributions from the Cash
Flow generated from property operations less payments on the underlying loans,
fees to the General Partner and administrative expenses and by the receipt of
mortgage payments. The level of future distributions is dependent on cash flow
from property operations and the receipt of interest income from mortgage
loans.  The General Partner, on behalf of the Partnership, has retained what it
believes is an appropriate amount of working capital to meet current cash or
liquidity requirements which may occur.

Inflation has several types of potentially conflicting impacts on real estate
investments.  Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices
depending on general or local economic conditions.  In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.  The Partnership's use of
equity participations for loans receivable is intended to provide a hedge
against the impact of inflation; sharing in cash flow or rental income and/or
the capital appreciation of the properties collateralizing the loans should
result in increases in the total yields on the loans as inflation rates rise.

                          BALCOR PENSION INVESTORS-VI
                       (An Illinois Limited Partnership)

                          PART II - OTHER INFORMATION


Item 5. Other Information
- - -------------------------

Hammond Aire Plaza
- - ------------------

As previously reported, on February 24, 1994, the Partnership contracted to
sell the Hammond Aire Plaza Shopping Center for a sale price of $16,300,000.
The purchaser failed to satisfy the terms of the agreement of sale, the closing
did not occur and the contract was terminated. The $25,000 in earnest money
previously deposited and interest accrued thereon will be paid to the
Partnership.

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

(a) Exhibits:

(4) Form of Subscription Agreement previously filed as Exhibit 4.1 to Amendment
No. 1 to the Registrant's Registration Statement on Form S-11 dated January 4,
1985 (Registration No. 2-93840) and Form of Confirmation regarding Interests in
the Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1992 (Commission File No. 0-14332) are
incorporated herein by reference.

(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended June 30, 1994.

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.

                              BALCOR PENSION INVESTORS-VI



                              By: /s/Thomas E. Meador
                                  -----------------------------
                                  Thomas E. Meador
                                  President and Chief Executive Officer
                                  (Principal Executive Officer) of Balcor
                                  Mortgage Advisors-VI, the General Partner



                              By: /s/Allan Wood
                                  -----------------------------
                                  Allan Wood
                                  Executive Vice President, and Chief
                                  Accounting and Financial Officer (Principal
                                  Accounting and Financial Officer) of Balcor
                                  Mortgage Advisors-VI, the General Partner



Date: August 12, 1994
      ---------------------------


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