UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
For Quarter Ended Commission File Number
September 30, 1997 0-15532
MLH INCOME REALTY PARTNERSHIP VI
(Exact name of registrant as specified in its governing instrument)
New York 13-3272339
(State of Organization) (I.R.S. Employer Identification No.)
World Financial Center, South Tower
225 Liberty Street, New York, New York 10080-6112
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (800) 288-3694.
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 __.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets, September 30, 1997 and November 30, 1996.
Consolidated Statements of Operations for the
Three Months and Nine Months Ended September 30, 1997
and August 31, 1996
Consolidated Statements of Cash Flows for the
Three Months and Nine Months Ended September 30, 1997
and August 31, 1996
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II Other Information
Item 1. Legal Proceedings
<PAGE>
<TABLE>
<CAPTION>
MLH INCOME REALTY PARTNERSHIP VI
AND CONSOLIDATED JOINT VENTURES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<S> <C> <C>
September 30, November 30,
1997 1996
------------ ------------
ASSETS:
REAL ESTATE INVESTMENTS HELD FOR SALE (Note 1):
Land $ 26,716 $ 26,716
Other real estate assets 7,228 5,841
------------ ------------
Total real estate investments 33,944 32,557
------------ ------------
OTHER ASSETS:
Cash and equivalents (Note 1) 6,945 9,083
Interest and other receivables, net of allowances
of $1,568 in 1997 and $1,298 in 1996 56 101
Prepaid expenses and other 12 4
------------ ------------
Total other assets 7,013 9,188
------------ ------------
TOTAL $ 40,957 $ 41,745
============ ============
LIABILITIES:
Accounts payable and accrued expenses $ 300 $ 319
Other liabilities 514 628
------------ ------------
Total liabilities 814 947
------------ ------------
PARTNERS' CAPITAL:
General Partners:
Capital contributions 25 25
Cumulative income 20,412 20,405
Cumulative distributions (20,430) (20,430)
------------ ------------
7 --
------------ ------------
Limited Partners (322,275 Units):
Capital contributions, net of offering expenses 294,968 294,968
Cumulative income 104,449 105,111
Cumulative distributions (359,281) (359,281)
------------ ------------
40,136 40,798
------------ ------------
Total Partners' capital 40,143 40,798
------------ ------------
TOTAL $ 40,957 $ 41,745
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
MLH INCOME REALTY PARTNERSHIP VI
AND CONSOLIDATED JOINT VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Unit Data)
(Unaudited)
<S> <C> <C> <C> <C>
For the Three Months Ended For the Nine Months Ended
September 30, August 31, September 30, August 31,
------------ ------------ ------------ ------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
OPERATING REVENUES:
Rental $ 420 $ 3,376 $ 599 $ 1,590
Interest 102 897 308 2,278
Gains on sales of real
estate investments (Note 3) -- 4 -- 1,369
------------ ------------ ------------ ------------
Total operating revenues 522 4,277 907 5,237
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Property operating 397 1,320 1,294 1,914
Depreciation -- 768 -- 288
General and administrative 52 221 232 648
Losses on sales of real estate investments (Note 3) -- 6,033 -- 430
------------ ------------ ------------ ------------
Total operating expenses 449 8,342 1,526 3,280
------------ ------------ ------------ ------------
INCOME FROM OPERATIONS 73 (4,065) (619) 1,957
MINORITY INTEREST IN CONSOLIDATED
JOINT VENTURE'S OPERATIONS -- (22) -- 1
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 73 $ (4,087) $ (619) $ 1,958
============ ============ ============ ============
NET INCOME ALLOCATED TO
GENERAL PARTNERS $ 7 $ 191 $ 7 $ 4,334
============ ============ ============ ============
NET INCOME (LOSS) ALLOCATED TO
LIMITED PARTNERS $ 66 $ (4,278) $ (626) $ (2,376)
============ ============ ============ ============
NET INCOME (LOSS) PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 0.21 $ (13.27) $ (1.94) $ (7.37)
============ ============ ============ ============
DISTRIBUTIONS PER UNIT OF LIMITED
PARTNERSHIP INTEREST:
Distributable sale proceeds $ -- $ -- $ -- $ 123.41
Distributable cash -- -- -- --
------------ ------------ ------------ ------------
$ -- $ -- $ -- $ 123.41
============ ============ ============ ============
UNITS OF LIMITED PARTNERSHIP INTEREST 322,275 322,275 322,275 322,275
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
MLH INCOME REALTY PARTNERSHIP VI
AND CONSOLIDATED JOINT VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<S> <C> <C>
For the Nine Months Ended
September 30, August 31,
------------ ------------
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (619) $ 1,958
Items reconciling net income to net cash
provided by operating activities:
Gains on sales of real estate investments (Note 3) -- (1,369)
Provision for loss on sale of real estate
investment (Note 3) -- 430
Depreciation -- 288
Minority interest in consolidated joint
venture's operations -- (1)
Distributions of earnings to venture partner
in consolidated joint venture -- (85)
Bad Debt Expense 38 611
Changes in operating assets and liabilities:
Interest and other receivables (80) 915
Accounts payable and accrued expenses 131 (506)
Other assets and other liabilities, net (11) 117
----------- ------------
Net cash provided by (used in)operating activities (541) 2,358
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of real estate investments,
net of selling expenses (Note 3) -- 42,901
Property improvements (1,435) (4,028)
Settlement of escrow account -- 1,299
Maturities of marketable debt securities -- 80,948
Purchases of marketable debt securities -- (26,344)
----------- ------------
Net cash provided by (used in) investing activities (1,435) 94,776
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to partners -- (133,663)
----------- ------------
Net cash used in financing activities -- (133,663)
----------- ------------
NET DECREASE IN CASH AND EQUIVALENTS (1,976) (36,529)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 8,921 46,253
----------- ------------
CASH AND EQUIVALENTS, END OF PERIOD 6,945 $ 9,724
=========== ============
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
MLH INCOME REALTY PARTNERSHIP VI
AND CONSOLIDATED JOINT VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
MLH Income Realty Partnership VI (the "Partnership") was formed under the
New York Uniform Limited Partnership Act on December 4, 1984. The Partnership
made equity investments in nineteen income-producing properties located
throughout the United States.
Valuation of Real Estate Investments
The Partnership's last remaining real estate investment was formerly known
as Treasure Island, a mobile home park (the "property"). Existing zoning permits
use of the property only as a mobile home park; however, the Managing General
Partner believes that changing the use of the property may maximize its value if
appropriate zoning and land use entitlements can be obtained. Although the
property was officially closed as a mobile park on March 15, 1996, certain
tenants remained at the property and were involved in a rent strike. Treasure
Island Associates (TIA), the joint venture between the Partnership and an
unaffiliated entity through which the Partnership owns an interest in the
property, is involved in lawsuits concerning certain tenants and the closing of
the property as a mobile home park. See Note 4 for a discussion of local
legislation, administrative requirements and litigation affecting the potential
disposition and value of the property.
Future Developements of the Property
The Partnership wishes to insure that statements made regarding expected
future developments of the Property are accompanied by meaningful cautionary
statements pursuant to the safe harbor established in the Private Securities
Litigation Reform Act of 1995. These forward looking statements are based upon
current available data and reflect the Managing General Partner's expectations
that the Registrant will successfully receive acceptance by the California
Coastal Commission and the City of Laguna Beach. These forward looking
statements reflect the Managing General Partner's expectations and are based
upon current available data. As a result, actual receipt of such approvals is
subject to future events and uncertainties which could materially affect the
ability of the Managing General Partner to receive these approvals. Among the
factors which could materially affect the Managing General Partner's prospects
for receiving the approvals are: (i) uncertainties regarding the granting of
approvals by the California Coastal Commission or City of Laguna Beach, (ii)
possible delays in the administrative process required to obtain the approvals
which are outside the control of the Managing General Partner; (iii) objections
by third parties to the development plan proposed by the Managing General
Partner for the Property, including possible litigation, which could
significantly delay or ultimately prevent the receipt of one or both of the
approvals. However, there can be no assurance that the approvals will be
obtained. Also, at this time, even assuming the acceptances are obtained on a
timely basis, the Managing General Partner is unable to predict with certainty
at what point the Property can most effectively be marketed for sale.
In February of 1996, the Partnership submitted a development proposal to
the City of Laguna Beach for the redevelopment of the property. The initial
application included a combination of detached single-family residences,
multi-family housing and a resort hotel complex including meeting rooms and
restaurants. The application consisted of a local coastal program ("LCP") and a
specific plan reflecting such uses. An LCP is required by California law because
the City has not obtained approval from the California Coastal Commission for a
Local Coastal Program for the Property as required by the California Coastal
Act.
After receiving input on the development proposal from community groups,
City Planning Staff and various City Councilmembers and Planning Commissioners,
the application was suspended on July 30, 1996 and a revised application was
submitted in March, 1997. The revised development proposal has been reduced in
scale and describes a project consisting of a resort center with up to 250 guest
rooms and associated conference, restaurant and parking facilities, 47
single-family lots and approximately 11.6 acres of public open space. A draft
Environmental Impact Report required by the California Environmental Quality Act
was prepared to examine the environmental impacts of the project and was
released to the public on August 25, 1997. California law requires a 45-day
public review period before the development proposal may be approved by the City
Planning Commission.
<PAGE>
Hearings before the City Planning Commission commenced in September 1997
and are expected to continue through December; hearings before the City Council
are expected to commence in January, 1998. A hearing on the application before
the California Coastal Commission is expected to take place in the second or
third quarter of 1998.
Once the LCP and Specific Plan are approved by the City and the California
Coastal Commission, the Partnership will seek implementing approvals which will
consist of a site plan for the specific improvements to be constructed on the
Property and a tract map which will subdivide the Property for financing and
sale purposes.
Basis of Presentation
The financial statements reflect all adjustments which are, in the opinion
of management, necessary for a fair presentation of the financial condition and
results of operations for the periods presented. Such adjustments were of a
normal, recurring nature. Footnote disclosure which substantially duplicates the
disclosure contained in the Partnership's Annual Report on Form 10-K for the
year ended November 30, 1996, which is hereby incorporated by reference, has
been omitted.
Cash Equivalents
The Partnership classifies its investments in debt securities, including
those considered to be cash equivalents, as securities held-to-maturity and
carries them at amortized cost on the accompanying consolidated balance sheet.
The purchase cost of such securities is included in "cash and equivalents" . All
such securities mature within one year, and any unrealized gains or losses on
these securities for the six months ended September 30, 1997 are immaterial.
Income Taxes
No provision for income taxes has been made since all income and losses are
allocated to the partners for inclusion in their tax returns.
Allocations Among Partners
Pursuant to the Partnership Agreement, Distributable Cash from operations
if any, will be allocated 90.16% to the Limited Partners and 9.84% to the
Managing General Partners. In addition to the distribution of cash from
operations, the Partnership Agreement provides for the General Partners, as a
class, to receive 2% of Sale or Financing Proceeds to be distributed,
representing their residual carried interest.
Net income or loss is allocated to the Partners in accordance with the
Partnership Agreeement.
2. CHANGE IN FISCAL YEAR
Effective January 1, 1997, the Partnership changed its fiscal year from a
twelve month period ending November 30 to a twelve month period ending December
31. The first such fiscal year began on January 1, 1997 and will end on December
31, 1997. The following is condensed information regarding the consolidated
results of operations and cash flows for the 31 day transition period of
December 1, 1996 through December 31, 1996 (dollars in thousands):
Condensed Consolidated Statement of Operations:
Operating revenues............................... $ 87
Operating expenses............................... (123)
------
Net loss......................................... $ (36)
======
Net loss per Unit of Limited Partnership interest $(0.11)
======
Condensed Consolidated Statement of Cash Flows:
Net loss......................................... $ (36)
Changes in operating assets and liabilities...... (116)
------
Net cash used in operating activities............ (152)
Net cash used in investing activities............ (10)
------
Net Decrease in cash and equivalents............. (162)
Cash and equivalents, beginning of period........ 9,083
------
Cash and equivalents, end of period.............. $8,921
======
<PAGE>
3. SALES OF REAL ESTATE INVESTMENTS
During the nine months ended August 31, 1996, the Partnership sold five
real estate investments: Santa Paula Shopping Center ("Santa Paula"), Lompoc
Shopping Center ("Lompoc"), The Macy's Building and its ground lease interest in
1801 Century property East (the "1801 Land") and Fullerton Business Center South
("Fullerton"). The sale of The Macy's Building resulted in a gain to the
Partnership of approximately $1.3 million, while no gain or loss was recorded
for the sale of the 1801 Land. For Santa Paula and Lompoc a loss of $11.7
million was recognized at the time of their fiscal 1996 sale. For Fullerton, the
Partnership had recorded provisions for the anticipated loss prior to the sale
date totalling $7.8 million.
4. LITIGATION
Treasure Island Associates Litigation
The Partnership owns a joint venture partnership interest in the property
formerly known as Treasure Island, a mobile home community located in Laguna
Beach, California. The property was purchased by Treasure Island Associates
("TIA"), a joint venture partnership between the Partnership and an unaffiliated
entity, on August 1, 1989. In October 1991, the City of Laguna Beach (the
"City") enacted an ordinance (the "Ordinance") which requires mobile home park
owners to apply for a conditional use permit ("CUP") prior to a closure of a
mobile home park. The Ordinance provides, in part, that a closure is deemed to
have occurred whenever fewer than 75% of the spaces in a park contain coaches
owned by tenants unrelated to the park owner. The stated purpose of the
Ordinance was to allow the City to require mitigation of any adverse impacts
caused by a closure.
TIA has been purchasing mobile home coaches at this property and, in May
1992, reached the threshold described in the Ordinance and applied for a CUP.
On February 15, 1994, the Laguna Beach City Council adopted a resolution
(the "Resolution") approving the CUP and adopting findings that Treasure Island
was deemed to have closed on May 1, 1992, and that such closure adversely
impacted tenants. To mitigate the impact, the CUP, as adopted, required TIA to
do one of the following: (i) guarantee each tenant a 10-year right of occupancy
in the park; (ii) if the tenant agrees, relocate each tenant to a comparable
mobile home park; or (iii) pay each tenant the in-place value of a comparable
coach in a comparable coastal mobile home park. The CUP also required TIA to pay
the City approximately $2,856,000 to mitigate the loss of affordable housing
opportunities represented by Treasure Island.
Due to the lack of replacement spaces in other parks in the region, TIA had
originally estimated that the CUP may require up to $23 million in payments to
tenants. The CUP also purported to give tenants a right of action against TIA
for the benefits due them under the CUP if TIA failed to timely pay these
amounts.
On March 24, 1994, TIA filed a lawsuit in the California Superior Court for
the County of Orange (the "Court") against the City to have certain conditions
of the CUP declared void. TIA believes that the requirements contained in the
CUP violate California law and constitute a taking of TIA's property in
violation of the California and United States Constitutions. TIA filed the
lawsuit in order to pursue vigorously its legal rights and remedies.
On March 24, 1994, TIA obtained a temporary restraining order, and on May
5, 1994 a preliminary injunction, prohibiting the City from enforcing the CUP
until the Court made a final ruling. On October 4, 1994, the Court rendered its
tentative decision, ordering issuance of a writ of mandate and remanding the
Resolution to the City for further proceedings consistent with the decision. The
Court agreed with TIA that non-resident coach owners are not entitled to
mitigation benefits under California law; however, the Court concluded that the
mitigation benefits imposed by the City were not illegal if limited to resident
owners who would be displaced by closure of the park.
On November 15, 1994, the City adopted an amended resolution ("Amended
Resolution") effectively complying with the tentative decision. On December 21,
1994, the Court filed its final decision and order issuing a writ of mandate,
which invalidated a provision of the CUP requiring binding arbitration but
otherwise confirmed the tentative decision. Thereafter, the Court ordered
dissolution of the preliminary injunction effective February 1, 1995. The
tenants have appealed from the final judgment in the case. TIA filed a
cross-appeal and has moved for a dismissal of the appeal and to vacate the
judgment.
<PAGE>
TIA filed a second lawsuit with the Court on February 14, 1995 in order to
preserve TIA's right to challenge the validity of the mitigation measures
re-imposed by the Amended Resolution. TIA continues to believe that the
mitigation measures imposed by the City, even when limited to resident owners
only, violate California statutory law and the California and United States
Constitutions. As in the first lawsuit, the Treasure Island Residents and Owners
Association ("TIROA") sought leave to intervene in the second lawsuit. TIA did
not oppose this request, which was granted on June 13, 1995.
After filing its second action, TIA entered into an agreement with the City
to stay further proceedings in order to pursue settlement negotiations among
TIA, the City and TIROA. The parties were unable to reach agreement and, on May
2, 1995, the City adopted a second amended resolution (the "Second Amended
Resolution") reducing substantially the total amount of relocation benefits
potentially payable to residents.
Since June 13, 1995, and prior to commencing unlawful detainer actions, TIA
had executed settlement agreements for 84 tenant spaces out of a total of
approximately 159 remaining tenant spaces under which the settling tenants
released TIA from all claims in consideration of cash payments and/or up to one
year free rent. Also, those tenants agreed to vacate the property under the
terms of their settlement with TIA on or before June 11, 1996. By the end of
July 1997, all but one of the tenants who signed pre-unlawful detainer action
settlement agreements had vacated the property. The one remaining settling
tenant, who is an employee of the managing agent, will vacate when his
employment terminates.
The pre-unlawful detainer settlement agreements executed with tenants
required the payment of a total of approximately $2,400,000, most of which has
been paid.
In or about April 1995, 58 tenants began withholding rent, in addition to
four tenants who earlier began withholding rent, claiming they were owed
relocation benefits under the Amended Resolution. TIA initiated unlawful
detainer actions against these tenants in the South Orange County Municipal
Court to obtain possession of its property. Prior to trial of these actions, TIA
had given notice that all tenancies in Treasure Island would terminate March 15,
1996 based upon TIA's CUP closing the park and payment of relocation benefits.
On February 6, 1996, TIA mailed checks to all such tenants in an amount not to
exceed $20,000 per tenant in accordance with the Second Amended Resolution.
On March 15, 1996, these tenants, in addition to approximately seven
tenants who rented mobile homes from TIA ("renter tenants"), refused to vacate
the premises. Pursuant to a motion for summary judgment, two tenants who had
judgments entered against them, have been evicted. Six of the renter tenant
cases were tried to a jury, and a verdict was returned in favor of TIA against
all six renter tenants, who have now been evicted.
TIA, in or about mid and late March 1996, initiated a second series of
unlawful detainer actions against the remaining tenants based upon park closure.
All unlawful detainer actions were consolidated and transferred to the Superior
Court, Complex Litigation Panel. The Superior Court entered judgment for
possession in favor of TIA against all remaining tenants, based on park closure.
The Court permitted the tenants to stay until August 1997, provided they pay
rent, to allow time to vacate. The tenants have appealed from TIA's Judgment for
Possession, and had sought in the Appellate Court an additional stay of
enforcement of TIA's judgment, pending resolution of the appeal. The Appellate
Court denied the request for a further stay. All tenants have now vacated the
property.
Trial was set for June 9, 1997 on TIA's damage claims against the tenants.
During pre-trial hearings, a series of settlement conferences evolved that have
resulted in settlement of TIA's damage claims against all tenants. Under the
terms of the settlements, besides releasing all claims against TIA, the tenants
must pay to TIA a total of approximately $807,000. The settlements are currently
being formalized and TIA anticipates they will be fully executed by November 30,
1997.
On May 26, 1995, TIROA commenced an action alleging that the City Council's
attempt to reduce relocation benefits in the Second Amended Resolution was
illegal and therefore invalid. Alternatively, TIROA challenged the validity of
the Second Amended Resolution on environmental and other grounds. The Court
rejected TIROA's challenge and upheld the Second Amended Resolution, entering
judgment against TIROA. TIROA has appealed. In or about September 1997, TIA
settled its claims with TIROA whereby TIROA will dismiss all actions and appeals
in exchange for TIA's assignment of approximately $114,800 of receivables under
the terms of its settlement agreements with various tenants. The settlement with
TIROA is currently being formalized and TIA anticipates it will be fully
executed by November 30, 1997.
<PAGE>
On June 16, 1995, 73 plaintiffs filed an action in the United States
District Court for the Central District of California alleging violations of the
antitrust provisions of the Sherman and Clayton Acts and seeking damages in the
estimated amount of $15 million dollars and injunctive relief. The allegations
of this complaint are virtually identical to those of the Orange County Superior
Court action discussed above. TIA's motion to dismiss was granted, and judgment
was entered in TIA's favor. The plaintiffs appealed, and the United States Ninth
Circuit Court of Appeals affirmed the dismissal.
A separate action was also filed on June 16, 1995 in the Court on behalf of
the same 73 individually named tenants of the property alleging causes of action
for breach of implied covenant of good faith and fair dealing, unlawful
discrimination, breach of covenant of quiet enjoyment and/or constructive
eviction, violation of state antitrust law, and unlawful, unfair and fraudulent
business practices and declaratory relief. The complaint seeks damages and
injunctive relief for alleged wrongful conduct in a series of actions relating
to park closure and evictions of delinquent tenants. On August 22, 1995, TIA's
demurrer was sustained in part and overruled in part. Plaintiffs filed their
First Amended Complaint on September 6, 1995. TIA answered and initiated
discovery.
On March 26, 1996, Mr. K.P. Rice and 100 other tenants, including virtually
all 73 tenants who filed suit on June 16, 1995, filed a new action against TIA
in Superior Court alleging claims for declaratory relief, damages, damages for
statutory violations, and unlawful, unfair or fraudulent business practices. TIA
filed a timely demurrer to this new complaint. The Court ordered the tenants to
file a single amended complaint consolidating the claims in this action with the
claims the tenants assert in their June 16, 1995 suit. TIA filed a demurrer to
the amended complaint. The demurrer was heard on April 15, 1997. The Court
ordered the plaintiffs to file an amended, single complaint combining the
allegations of the damage suits (the action by the 73 tenants and the action by
the 101 tenants). TIA then demurred to that amended complaint. The Court
sustained the demurrer without leave to amend as to most claims in the amended
compliant, and struck the claim for punitive damages. Three causes of action
remain. TIA is conducting discovery in those claims. No trial date has been set.
The aforementioned suits which remain pending have been consolidated under
a single action number in Superior Court. However, it is anticipated that the
Court will continue to sever or otherwise order the proceedings as appropriate
for the efficient administration of the claims. With the settlement of the
tenant unlawful detainer actions and the TIROA action and appeals, those
remaining consolidated actions will be dismissed.
As of September 1, 1995, TIA executed a settlement agreement with the City
which settled all lawsuits filed by TIA against the City concerning the closure
of the mobile home park. Under the settlement agreement, TIA agreed to (i)
deliver a letter of credit to the City in the amount of $1,287,990 to secure
TIA's obligations under settlement agreements with residents (described in the
preceding paragraph), and (ii) pay an additional sum of approximately $1,000,000
to the City to mitigate the adverse impacts to the City's supply of low to
moderate income housing, $500,000 of which was paid in September 1995, with the
balance to be paid at a future date. According to the agreement of the City and
TIA, the letter of credit expired on June 30, 1996 and was not renewed.
TIA intends to capitalize the cost of all of the above settlements as part
of its investment in the property related to any redevelopment efforts.
On June 10, 1996, another action was filed against TIA by one individual,
David B. Mautner. Mr. Mautner claims to have been improperly denied relocation
benefits allegedly owed to him under the resolutions. In a statement of damages,
he seeks special damages of $40,000, general damages of $100,000 and punitive
damages of $200,000. Mr. Mautner's case has been consolidated with the damage
cases filed by the other tenants.
A development proposal for the redevelopment of the property has been
submitted to the City of Laguna Beach that describes a project consisting of a
resort center and associated conference, restaurant and parking facilities,
single-family lots and public open space. Hearings before the City Planning
Commission have begun and hearings before the City Council are expected to begin
in the second or third quarter of 1998.
Once the proposal is approved by the City of Laguna Beach and the
California Coastal Commission, the implementing approvals for construction, and
a tract map which will subdivide the property for financing and sale purposes,
will be sought from the City. (See Note 1 for a discussion of Future
Developments of the Property).
<PAGE>
Partnership Litigation
On November 29, 1995, December 15, 1995, December 22, 1995, and February 6,
1996, certain putative class actions were filed purportedly on behalf of, among
others, all persons who purchased limited partnership interests in the
Partnership. Pursuant to an order of the United States District Court for the
Southern District of New York dated February 25, 1996, these actions have been
consolidated in that Court for pre-trial purposes under the caption In re
Merrill Lynch Limited Partnerships Litigation (the "New York Consolidated
Action"). Pursuant to that order, on March 29, 1996 the plaintiffs filed a First
Consolidated Amended Class Action Complaint (the "Amended Complaint"), which
superseded the allegations in the complaints mentioned above. In addition to
investors of the Partnership, the Amended Complaint was filed purportedly on
behalf of all persons who purchased limited partnership interests in certain
other limited partnerships formed by affiliates of the Managing General Partner
and for which the Managing General Partner has acted or acts as a general
partner, and certain other limited partnerships for whom Merrill Lynch, Pierce
Fenner & Smith Incorporated ("MLPF&S") acted as selling agent (all such
partnerships other than the Partnership are hereinafter referred to as the
"Other Partnerships"), against MLH Property Managers Inc. and MLH Realprop
Associates VI L.P. (the "General Partners"), certain affiliates of the General
Partners, Merrill Lynch & Co., Inc. ("ML & Co."), MLPF&S, Merrill Lynch, Hubbard
Inc. ("MLH"), and certain direct or indirect subsidiaries and/or affiliates of
ML & Co., as defendants (collectively, the "Defendants 1"). The Partnership and
certain of the Other Partnerships were originally named as defendants in certain
of the actions, but those partnerships were not named in the Amended Complaint.
Plaintiffs' complaint alleges that the Defendants 1 (i) violated the Racketeer
Influenced and Corrupt Organizations Act ("RICO"), (ii) engaged in fraud and
negligent misrepresentation in connection with the sale of limited partnership
interests in the Partnership and the Other Partnerships, (iii) breached their
fiduciary duties, and (iv) breached their contracts or tortiously interfered
with express or implied contracts and covenants. The action seeks compensatory,
consequential, treble, general and punitive damages, disgorgement and
restitution, the costs and expenses incurred in connection with the action,
reasonable attorneys' fees, and such other and further relief as the Court may
deem just and proper. On July 17, 1996, the court endorsed a stipulation and
order which provides for (a) the dismissal without prejudice of claims relating
to certain of the Other Partnerships; (b) the certification of a plaintiff class
as to certain of the claims alleged in the Amended Complaint; and (c) the filing
of a supplemental pleading in the action adding claims under the New Jersey
Securities Fraud statute and the New Jersey Criminal Justice Act of 1970. On
September 27, 1996, the Partnership and other defendants moved to dismiss the
Amended Complaint pursuant to Federal Rules of Civil Procedure 12(b)(6) and
9(b), on the grounds, among others, that the claims contained in the Amended
Complaint were barred by the statute of limitations. At a hearing held on
October 15, 1996, the Court granted plaintiffs until January 17, 1997 to file a
second consolidated amended class action complaint ("Second Amended Complaint")
and held that Defendants 1's motion would be deemed withdrawn. Plaintiffs filed
their Second amended Complaint on January 17, 1997. Defendants 1 moved to
dismiss the Second amended Complaint on February 17, 1997. On August 25, 1997,
the Honorable Michael B. Mukasey, United States District Judge in the Southern
District of New York, issued a 51-page Opinion and Order granting the
Defendants' motion to dismiss the Consolidated Action. Finding that plaintiffs'
RICO claims were barred by the applicable statutes of limitations, the Court
dismissed plaintiffs' RICO claims with prejudice and dismissed the remaining
state law claims for lack of subject matter jurisdiction. The Court declined to
grant plaintiffs leave to replead. On September 24, 1997, plaintiffs filed a
notice of appeal. Plaintiffs' initial appellate briefs are due on November 17,
1997. Defendants 1 intend to contest Plaintiffs' claims vigorously. The
Partnership may be obligated to indemnify certain of the Defendants 1 for loss,
liability, claim, damage and expense subject to the terms and conditions of the
indemnity provisions of the Agency Agreement dated March 5, 1986 among the
Partnership, its General Partners and MLPF&S. The ultimate outcome of this
action is not determinable at this time.
<PAGE>
On January 22, 1996, a putative class action was filed in the Superior
Court of New Jersey, Essex County, purportedly on behalf of all persons who
purchased limited partnership interests in the Partnership and other limited
partnerships formed by affiliates of the Managing General Partner and for which
the Managing General Partner has acted or acts as a general partner. As amended,
the complaint names MLH, MLPF&S, ML & Co., Merrill Lynch Realty, Inc., certain
past and present employees of MLH, the Partnership and certain other limited
partnerships for which MLPF&S acted as selling agent (collectively, the
"Defendants 2") as defendants. The complaint alleges (i) common law fraud and
deceit, (ii) equitable fraud, (iii) negligent misrepresentation, (iv) breach of
fiduciary duty, (v) breach of implied covenant of good faith and fair dealing,
(vi) violation of the New Jersey Securities Fraud statute; and (vii) violation
of the New Jersey Criminal Justice Act of 1970; allegedly as a result of
material misrepresentations and omissions of fact in connection with the sale of
limited partnership interests in the Partnership and such other limited
partnerships, the subsequent concealment of the fraud alleged, and the alleged
conduct of the Defendants 2 in the management and operation of the Partnership
and such other limited partnerships. The action seeks (i) unspecified damages
including compensatory, general, consequential, treble, incidental, punitive,
and exemplary damages, (ii) disgorgement and restitution of earnings, profits,
compensation and benefits received by Defendants 2, (iii) interest, (iv) costs
including attorneys', accountants' and experts' fees, and (v) such other relief
as the Court deems just and proper. Defendants 2 believe that they possess
meritorious defenses to the claims in this action, and intend to contest such
claims vigorously. On or about March 25, 1996, Defendants 2 moved to dismiss or
stay this action in favor of the New York Consolidated Action, and on June
24,1996, the Court ordered the action stayed until August 9, 1996. On August 9,
1996, the Court orally ruled that the action would be dismissed without
prejudice in favor of the New York Consolidated Action. The Court signed a
written order of dismissal on August 26, 1996. The Partnership may be obligated
to indemnify certain of the Defendants 2 for loss, liability, claim, damage and
expense subject to the terms and conditions of the indemnity provisions of the
Agency Agreement dated March 5, 1986 among the Partnership, its General Partners
and MLPF&S. The outcome of this action is not determinable at this time.
On or about February 6, 1996, a putative class action was filed in the
Circuit Court for Baltimore City, Maryland and on February 13, 1996, an amended
complaint was filed, purportedly on behalf of all persons who purchased
unspecified limited partnership interests, which may include interests in the
Partnership, against ML & Co., MLPF&S, and a limited partnership for which
MLPF&S acted as selling agent, as defendants (collectively, the "Defendants
3").The amended complaint alleges that the Defendants 3 (i) made material
misrepresentations and omitted material information in the offering of interests
in the specified limited partnership and other unspecified limited partnerships;
(ii) breached their fiduciary duties; (iii) were unjustly enriched; and (iv)
converted the personal property of the plaintiff and other putative class
members. The action seeks (i) unspecified compensatory and punitive damages;
(ii) equitable and injunctive relief, including disgorgement of gain, a
constructive trust on all fees, discounts and commissions, impounding or
attachment of ill-gotten moneys, freezing of assets, and restitution; (iii)
reasonable attorneys' fees, costs and expenses incurred in connection with the
action; (iv) pre- and post-judgment interest; and (v) such other and further
relief as the court may deem necessary or appropriate. Defendants 3 believe that
they possess meritorious defenses to the claims in the action, and intend to
contest such claims vigorously. The Partnership may be obligated to indemnify
certain of the Defendants 3 for loss, liability, claim, damage and expense
subject to the terms and conditions of the indemnity provisions of the Agency
Agreement dated March 5, 1986 among the Partnership, its General Partners and
MLPF&S. By stipulation the parties to the action have agreed to stay this matter
pending further proceedings in the New York Consolidated Action. The outcome of
this action is not determinable at this time.
On May 9, 1996, a putative class action was filed in the Supreme Court of
the State of New York, County of New York, purportedly on behalf of all persons
who purchased limited partnership interests in the Partnership and certain other
limited partnerships formed by affiliates of the Managing General Partner,
against ML & Co., MLPF&S, the General Partners, and certain affiliates of MLH,
as defendants (collectively, the "Defendants 4"). The complaint alleges (i)
fraud; (ii) negligent misrepresentation; (iii) breach of fiduciary duty; (iv)
breach of third party beneficiary contract; and (v) breach of implied covenant.
The action seeks (i) an order certifying the proposed Class; (ii) compensatory
damages; (iii) consequential damages; (iv) general damages; (v) punitive
damages; (vi) disgorgement and restitution; (vii) costs and disbursements;
(viii) reasonable attorneys' fees; and (ix) such other and further relief as the
Court may deem just and proper. On May 29, 1996, the parties entered into a
stipulation to dismiss the action without prejudice, based on the existence of
the New York Consolidated Action. Based on that stipulation, Defendants 4 moved
for an order dismissing the action without prejudice. On or about July 9, 1996,
the Court entered an order dismissing the action without prejudice.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The Partnership's last remaining real estate investment property was
formerly known as Treasure Island, a mobile home park (the "property"). Existing
zoning permits use of the property only as a mobile home park; however, the
Managing General Partner believes that changing the use of the property may
maximize its value if appropriate zoning and land use entitlements can be
obtained. Although the property was officially closed as a mobile park on March
15, 1996, certain tenants remained at the property and were involved in a rent
strike. Treasure Island Associates (TIA), the joint venture between the
partnership and an unaffiliated entity through which the Partnership owns an
interest in the property, is involved in lawsuits concerning certain tenants and
the closing of the property as a mobile home park, (see Part II, Item 1, Legal
Proceedings, for a discussion of local legislation, administrative requirements
and litigation affecting the potential disposition and value of the property).
There have been significant decisions at the trial court and appellate levels
that have disposed of critical issues in TIA's favor. TIA is, and has been,
engaged in extensive negotiations in an effort to resolve the various
outstanding tenant and TIA claims on an individual basis. Although the Managing
General Partner is endeavoring to swiftly resolve these matters, at this time
the Managing General Partner is unable to predict with certainty when these
claims might be finally resolved or at what point this property can most
effectively be marketed for sale.
At September 30, 1997, the Partnership and its consolidated joint venture
had cash and equivalents of approximately $6.9 million. Such funds are expected
to be utilized for reserve requirements, redevelopment of the property, working
capital requirements and, to the extent available, cash distributions to the
Partners. In total, cash and equivalents decreased $2,138,000 from November 30,
1996 to September 30, 1997 primarily due to disbursements for certain costs
related to the redevelopment of the Property.
Cash used in operating activities primarily resulted from the Partnership's
operating loss as well as from disbursements for redevelopment costs of the
Property, net of interest income earned on the Partnership's portfolio of cash
equivalents. Cash flows from operating activities decreased from 1996 to 1997
primarily due to the fiscal 1996 sales of various real estate investments.
Cash provided by investing activities includes the receipt of proceeds from
the sales of real estate investments during the first half of fiscal 1996
totalling $42.9 million. Cash flows from investing activities are also affected
by increases and decreases in the Partnership's portfolio of cash equivalents.
Such cash flows are affected by disbursements for the redevelopment of the
Property.
Cash Distributions
Considering reserve requirements for the costs associated with the
redevelopment and eventual sale of the property, the Partnership's last property
(which currently does not generate cash flows from operations), the Partnership
does not expect to make future cash distributions to Limited Partners until the
sale of this last property. Distributions of future sales proceeds will be made
in accordance with the Partnership's Amended and Restated Agreement of Limited
Partnership. Buyers and sellers of Units will receive such distributions in
accordance with the terms of the Partnership's transfer documents. The level and
timing of distributions of sales proceeds will be dependent on the timing of the
future sale of the remaining property and the ultimate sale price achieved, as
well as on reserve requirements.
<PAGE>
Cash flows from financing activities relate entirely to distributions paid
to the Partners. Distributions of distributable cash and/or proceeds from the
sale of properties, if any, are made semi-annually on or before the last day of
the third month following the end of the six month period. Thus, distributions
relating to the second half of each year are paid in the first half of the
subsequent year. Distributions paid in the first half of fiscal 1996 included
$83.7 million ($259.60 per Unit paid in December 1995) relating to proceeds from
sales of four real estate investments in the second half of fiscal 1995 plus
$5.9 million ($16.53 per Unit paid in January 1996) of distributable cash
related to the second half of fiscal 1995.
Cumulative Limited Partners' distributions paid through November 30, 1996
have been allocated to the Limited Partners based upon the dates they became
Unit Holders and are summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Percentage
Return of
Cumulative Original
Date Became Cumulative Distributions Capital
Unit Holder Units Distributions Per Unit Contribution
- -----------------------------------------------------------------------------------------------------
June 6, 1986 204,786 $229,684,000 $1,121.58 112%
August 7, 1986 64,730 72,050,000 1,113.08 111%
November 25, 1986 25,200 27,670,000 1,098.01 110%
January 20, 1987 7,477 8,153,000 1,090.41 109%
March 11, 1987 15,500 16,795,000 1,083.56 108%
April 23, 1987 253 272,000 1,077.67 108%
May 7, 1987 4,329 4,657,000 1,075.75 108%
</TABLE>
Such cumulative Limited Partners' distributions included sales proceeds and
related interest totalling $211,670,000, or $656.80 per Unit. For income tax
purposes all cash distributions are a tax-free return of capital until the cash
received exceeds the tax basis of his/her partnership investment. Taxable income
or losses of the Partnership are passed through to the Partners for inclusion in
their respective tax returns, as reflected on the Federal Schedules K-1
distributed to the Partners each year.
Change in Fiscal Year
Effective January 1, 1997, the Partnership changed its fiscal year from a
twelve month period ending November 30 to a twelve month period ending December
31. During the 31 day transition period of December 1, 1996 through December 31,
1996 the Partnership incurred a net loss of approximately $36,000, which
reflects the net operations of the property and general and administrative
expenses of the Partnership, net of interest earned on the Partnership's
securities investments. The $162,000 decrease in cash and cash equivalents
primarily resulted from the operating loss as well as from disbursements for
redevelopment costs of the property.
Results of Operations
Fluctuations in the Partnership's operating results for the three and nine
months ended September 30, 1997, as compared to the three and nine months ended
August 31, 1996, are primarily attributable to the following:
During the nine months ended August 31, 1996, the Partnership sold five
real estate investments: Santa Paula Shopping Center ("Santa Paula"), Lompoc
Shopping Center ("Lompoc"), The Macy's Building and its ground lease interest in
1801 Century property East (the "1801 Land") and Fullerton Business Center South
("Fullerton"). The sale of The Macy's Building resulted in a gain to the
Partnership of approximately $1.3 million, while no gain or loss was recorded
for the sale of the 1801 Land. For Santa Paula and Lompoc a loss of $11.7
million was recognized at the time of their fiscal 1996 sale. For Fullerton, the
Partnership had recorded provisions for the anticipated loss prior to the sale
date totalling $7.8 million.
The decreases in rental income, property operating expenses, depreciation
expense and minority interest in consolidated joint venture's operations
primarily relate to various property sales in fiscal 1996.
<PAGE>
PART II
Item 1. Legal Proceedings
Response:
Treasure Island Associates Litigation
The Partnership owns a joint venture partnership interest in the property
formerly known as Treasure Island, a mobile home community located in Laguna
Beach, California. The property was purchased by Treasure Island Associates
("TIA"), a joint venture partnership between the Partnership and an unaffiliated
entity, on August 1, 1989. In October 1991, the City of Laguna Beach (the
"City") enacted an ordinance (the "Ordinance") which requires mobile home park
owners to apply for a conditional use permit ("CUP") prior to a closure of a
mobile home park. The Ordinance provides, in part, that a closure is deemed to
have occurred whenever fewer than 75% of the spaces in a park contain coaches
owned by tenants unrelated to the park owner. The stated purpose of the
Ordinance was to allow the City to require mitigation of any adverse impacts
caused by a closure.
TIA has been purchasing mobile home coaches at this property and, in May
1992, reached the threshold described in the Ordinance and applied for a CUP.
On February 15, 1994, the Laguna Beach City Council adopted a resolution
(the "Resolution") approving the CUP and adopting findings that Treasure Island
was deemed to have closed on May 1, 1992, and that such closure adversely
impacted tenants. To mitigate the impact, the CUP, as adopted, required TIA to
do one of the following: (i) guarantee each tenant a 10-year right of occupancy
in the park; (ii) if the tenant agrees, relocate each tenant to a comparable
mobile home park; or (iii) pay each tenant the in-place value of a comparable
coach in a comparable coastal mobile home park. The CUP also required TIA to pay
the City approximately $2,856,000 to mitigate the loss of affordable housing
opportunities represented by Treasure Island.
Due to the lack of replacement spaces in other parks in the region, TIA had
originally estimated that the CUP may require up to $23 million in payments to
tenants. The CUP also purported to give tenants a right of action against TIA
for the benefits due them under the CUP if TIA failed to timely pay these
amounts.
On March 24, 1994, TIA filed a lawsuit in the California Superior Court for
the County of Orange (the "Court") against the City to have certain conditions
of the CUP declared void. TIA believes that the requirements contained in the
CUP violate California law and constitute a taking of TIA's property in
violation of the California and United States Constitutions. TIA filed the
lawsuit in order to pursue vigorously its legal rights and remedies.
On March 24, 1994, TIA obtained a temporary restraining order, and on May
5, 1994 a preliminary injunction, prohibiting the City from enforcing the CUP
until the Court made a final ruling. On October 4, 1994, the Court rendered its
tentative decision, ordering issuance of a writ of mandate and remanding the
Resolution to the City for further proceedings consistent with the decision. The
Court agreed with TIA that non-resident coach owners are not entitled to
mitigation benefits under California law; however, the Court concluded that the
mitigation benefits imposed by the City were not illegal if limited to resident
owners who would be displaced by closure of the park.
On November 15, 1994, the City adopted an amended resolution ("Amended
Resolution") effectively complying with the tentative decision. On December 21,
1994, the Court filed its final decision and order issuing a writ of mandate,
which invalidated a provision of the CUP requiring binding arbitration but
otherwise confirmed the tentative decision. Thereafter, the Court ordered
dissolution of the preliminary injunction effective February 1, 1995. The
tenants have appealed from the final judgment in the case. TIA filed a
cross-appeal and has moved for a dismissal of the appeal and to vacate the
judgment.
<PAGE>
TIA filed a second lawsuit with the Court on February 14, 1995 in order to
preserve TIA's right to challenge the validity of the mitigation measures
re-imposed by the Amended Resolution. TIA continues to believe that the
mitigation measures imposed by the City, even when limited to resident owners
only, violate California statutory law and the California and United States
Constitutions. As in the first lawsuit, the Treasure Island Residents and Owners
Association ("TIROA") sought leave to intervene in the second lawsuit. TIA did
not oppose this request, which was granted on June 13, 1995.
After filing its second action, TIA entered into an agreement with the City
to stay further proceedings in order to pursue settlement negotiations among
TIA, the City and TIROA. The parties were unable to reach agreement and, on May
2, 1995, the City adopted a second amended resolution (the "Second Amended
Resolution") reducing substantially the total amount of relocation benefits
potentially payable to residents.
Since June 13, 1995, and prior to commencing unlawful detainer actions, TIA
had executed settlement agreements for 84 tenant spaces out of a total of
approximately 159 remaining tenant spaces under which the settling tenants
released TIA from all claims in consideration of cash payments and/or up to one
year free rent. Also, those tenants agreed to vacate the property under the
terms of their settlement with TIA on or before June 11, 1996. By the end of
July 1997, all but one of the tenants who signed pre-unlawful detainer action
settlement agreements had vacated the property. The one remaining settling
tenant, who is an employee of the managing agent, will vacate when his
employment terminates.
The pre-unlawful detainer settlement agreements executed with tenants
required the payment of a total of approximately $2,400,000, all of which has
been paid.
In or about April 1995, 58 tenants began withholding rent, in addition to
four tenants who earlier began withholding rent, claiming they were owed
relocation benefits under the Amended Resolution. TIA initiated unlawful
detainer actions against these tenants in the South Orange County Municipal
Court to obtain possession of its property. Prior to trial of these actions, TIA
had given notice that all tenancies in Treasure Island would terminate March 15,
1996 based upon TIA's CUP closing the park and payment of relocation benefits.
On February 6, 1996, TIA mailed checks to all such tenants in an amount not to
exceed $20,000 per tenant in accordance with the Second Amended Resolution.
On March 15, 1996, these tenants, in addition to approximately seven
tenants who rented mobile homes from TIA ("renter tenants"), refused to vacate
the premises. Pursuant to a motion for summary judgment, two tenants who had
judgments entered against them, have been evicted. Six of the renter tenant
cases were tried to a jury, and a verdict was returned in favor of TIA against
all six renter tenants, who have now been evicted.
TIA, in or about mid and late March 1996, initiated a second series of
unlawful detainer actions against the remaining tenants based upon park closure.
All unlawful detainer actions were consolidated and transferred to the Superior
Court, Complex Litigation Panel. The Superior Court entered judgment for
possession in favor of TIA against all remaining tenants, based on park closure.
The Court permitted the tenants to stay until August 1997, provided they pay
rent, to allow time to vacate. The tenants have appealed from TIA's Judgment for
Possession, and had sought in the Appellate Court an additional stay of
enforcement of TIA's judgment, pending resolution of the appeal. The Appellate
Court denied the request for a further stay. All tenants have now vacated the
property.
<PAGE>
Trial was set for June 9, 1997 on TIA's damage claims against the tenants.
During pre-trial hearings, a series of settlement conferences evolved that have
resulted in settlement of TIA's damage claims against all tenants. Under the
terms of the settlements, besides releasing all claims against TIA, the tenants
must pay to TIA a total of approximately $807,000. The settlements are currently
being formalized and TIA anticipates they will be fully executed by November 30,
1997.
On May 26, 1995, TIROA commenced an action alleging that the City Council's
attempt to reduce relocation benefits in the Second Amended Resolution was
illegal and therefore invalid. Alternatively, TIROA challenged the validity of
the Second Amended Resolution on environmental and other grounds. The Court
rejected TIROA's challenge and upheld the Second Amended Resolution, entering
judgment against TIROA. TIROA has appealed. In or about September 1997, TIA
settled its claims with TIROA whereby TIROA will dismiss all actions and appeals
in exchange for TIA's assignment of approximately $114,800 of receivables under
the terms of its settlement agreements with various tenants. The settlement with
TIROA is currently being formalized and TIA anticipates it will be fully
executed by November 30, 1997.
On June 16, 1995, 73 plaintiffs filed an action in the United States
District Court for the Central District of California alleging violations of the
antitrust provisions of the Sherman and Clayton Acts and seeking damages in the
estimated amount of $15 million dollars and injunctive relief. The allegations
of this complaint are virtually identical to those of the Orange County Superior
Court action discussed above. TIA's motion to dismiss was granted, and judgment
was entered in TIA's favor. The plaintiffs appealed, and the United States Ninth
Circuit Court of Appeals affirmed the dismissal.
A separate action was also filed on June 16, 1995 in the Court on behalf of
the same 73 individually named tenants of the property alleging causes of action
for breach of implied covenant of good faith and fair dealing, unlawful
discrimination, breach of covenant of quiet enjoyment and/or constructive
eviction, violation of state antitrust law, and unlawful, unfair and fraudulent
business practices and declaratory relief. The complaint seeks damages and
injunctive relief for alleged wrongful conduct in a series of actions relating
to park closure and evictions of delinquent tenants. On August 22, 1995, TIA's
demurrer was sustained in part and overruled in part. Plaintiffs filed their
First Amended Complaint on September 6, 1995. TIA answered and initiated
discovery.
On March 26, 1996, Mr. K.P. Rice and 100 other tenants, including virtually
all 73 tenants who filed suit on June 16, 1995, filed a new action against TIA
in Superior Court alleging claims for declaratory relief, damages, damages for
statutory violations, and unlawful, unfair or fraudulent business practices. TIA
filed a timely demurrer to this new complaint. The Court ordered the tenants to
file a single amended complaint consolidating the claims in this action with the
claims the tenants assert in their June 16, 1995 suit. TIA filed a demurrer to
the amended complaint. The demurrer was heard on April 15, 1997. The Court
ordered the plaintiffs to file an amended, single complaint combining the
allegations of the damage suits (the action by the 73 tenants and the action by
the 101 tenants). TIA then demurred to that amended complaint. The Court
sustained the demurrer without leave to amend as to most claims in the amended
compliant, and struck the claim for punitive damages. Three causes of action
remain. TIA is conducting discovery in those claims. No trial date has been set.
The aforementioned suits which remain pending have been consolidated under
a single action number in Superior Court. However, it is anticipated that the
Court will continue to sever or otherwise order the proceedings as appropriate
for the efficient administration of the claims. With the settlement of the
tenant unlawful detainer actions and the TIROA action and appeals, those
remaining consolidated actions will be dismissed.
As of September 1, 1995, TIA executed a settlement agreement with the City
which settled all lawsuits filed by TIA against the City concerning the closure
of the mobile home park. Under the settlement agreement, TIA agreed to (i)
deliver a letter of credit to the City in the amount of $1,287,990 to secure
TIA's obligations under settlement agreements with residents (described in the
preceding paragraph), and (ii) pay an additional sum of approximately $1,000,000
to the City to mitigate the adverse impacts to the City's supply of low to
moderate income housing, $500,000 of which was paid in September 1995, with the
balance to be paid at a future date. According to the agreement of the City and
TIA, the letter of credit expired on June 30, 1996 and was not renewed.
TIA intends to capitalize the cost of all of the above settlements as part
of its investment in the property related to any redevelopment efforts.
<PAGE>
On June 10, 1996, another action was filed against TIA by one individual,
David B. Mautner. Mr. Mautner claims to have been improperly denied relocation
benefits allegedly owed to him under the resolutions. In a statement of damages,
he seeks special damages of $40,000, general damages of $100,000 and punitive
damages of $200,000. Mr. Mautner's case has been consolidated with the damage
cases filed by the other tenants.
In February of 1996, the Partnership submitted a development proposal to
the City of Laguna Beach for the redevelopment of the property. The initial
application included a combination of detached single-family residences,
multi-family housing and a resort hotel complex including meeting rooms and
restaurants. The application consisted of a local coastal program ("LCP") and a
specific plan reflecting such uses. An LCP is required by California law because
the City has not obtained approval from the California Coastal Commission for a
Local Coastal Program for the Property as required by the California Coastal
Act.
After receiving input on the development proposal from community groups,
City Planning Staff and various City Councilmembers and Planning Commissioners,
the application was suspended on July 30, 1996 and a revised application was
submitted in March, 1997. The revised development proposal has been reduced in
scale and describes a project consisting of a resort center with up to 250 guest
rooms and associated conference, restaurant and parking facilities, 47
single-family lots and approximately 11.6 acres of public open space. A draft
Environmental Impact Report required by the California Environmental Quality Act
was prepared to examine the environmental impacts of the project and was
released to the public on August 25, 1997. California law requires a 45-day
public review period before the development proposal may be approved by the City
Planning Commission.
Hearings before the City Planning Commission commenced in September 1997
and are expected to continue through December; hearings before the City Council
are expected to commence in January, 1998. A hearing on the application before
the California Coastal Commission is expected to take place in the second or
third quarter of 1998.
Once the LCP and Specific Plan are approved by the City and the California
Coastal Commission, the Partnership will seek implementing approvals which will
consist of a site plan for the specific improvements to be constructed on the
Property and a tract map which will subdivide the Property for financing and
sale purposes.
<PAGE>
Partnership Litigation
On November 29, 1995, December 15, 1995, December 22, 1995, and February 6,
1996, certain putative class actions were filed purportedly on behalf of, among
others, all persons who purchased limited partnership interests in the
Partnership. Pursuant to an order of the United States District Court for the
Southern District of New York dated February 25, 1996, these actions have been
consolidated in that Court for pre-trial purposes under the caption In re
Merrill Lynch Limited Partnerships Litigation (the "New York Consolidated
Action"). Pursuant to that order, on March 29, 1996 the plaintiffs filed a First
Consolidated Amended Class Action Complaint (the "Amended Complaint"), which
superseded the allegations in the complaints mentioned above. In addition to
investors of the Partnership, the Amended Complaint was filed purportedly on
behalf of all persons who purchased limited partnership interests in certain
other limited partnerships formed by affiliates of the Managing General Partner
and for which the Managing General Partner has acted or acts as a general
partner, and certain other limited partnerships for whom Merrill Lynch, Pierce
Fenner & Smith Incorporated ("MLPF&S") acted as selling agent (all such
partnerships other than the Partnership are hereinafter referred to as the
"Other Partnerships"), against MLH Property Managers Inc. and MLH Realprop
Associates VI L.P. (the "General Partners"), certain affiliates of the General
Partners, Merrill Lynch & Co., Inc. ("ML & Co."), MLPF&S, Merrill Lynch, Hubbard
Inc. ("MLH"), and certain direct or indirect subsidiaries and/or affiliates of
ML & Co., as defendants (collectively, the "Defendants 1"). The Partnership and
certain of the Other Partnerships were originally named as defendants in certain
of the actions, but those partnerships were not named in the Amended Complaint.
Plaintiffs' complaint alleges that the Defendants 1 (i) violated the Racketeer
Influenced and Corrupt Organizations Act ("RICO"), (ii) engaged in fraud and
negligent misrepresentation in connection with the sale of limited partnership
interests in the Partnership and the Other Partnerships, (iii) breached their
fiduciary duties, and (iv) breached their contracts or tortiously interfered
with express or implied contracts and covenants. The action seeks compensatory,
consequential, treble, general and punitive damages, disgorgement and
restitution, the costs and expenses incurred in connection with the action,
reasonable attorneys' fees, and such other and further relief as the Court may
deem just and proper. On July 17, 1996, the court endorsed a stipulation and
order which provides for (a) the dismissal without prejudice of claims relating
to certain of the Other Partnerships; (b) the certification of a plaintiff class
as to certain of the claims alleged in the Amended Complaint; and (c) the filing
of a supplemental pleading in the action adding claims under the New Jersey
Securities Fraud statute and the New Jersey Criminal Justice Act of 1970. On
September 27, 1996, the Partnership and other defendants moved to dismiss the
Amended Complaint pursuant to Federal Rules of Civil Procedure 12(b)(6) and
9(b), on the grounds, among others, that the claims contained in the Amended
Complaint were barred by the statute of limitations. At a hearing held on
October 15, 1996, the Court granted plaintiffs until January 17, 1997 to file a
second consolidated amended class action complaint ("Second Amended Complaint")
and held that Defendants 1's motion would be deemed withdrawn. Plaintiffs filed
their Second amended Complaint on January 17, 1997. Defendants 1 moved to
dismiss the Second amended Complaint on February 17, 1997. On August 25, 1997,
the Honorable Michael B. Mukasey, United States District Judge in the Southern
District of New York, issued a 51-page Opinion and Order granting the
Defendants' motion to dismiss the Consolidated Action. Finding that plaintiffs'
RICO claims were barred by the applicable statutes of limitations, the Court
dismissed plaintiffs' RICO claims with prejudice and dismissed the remaining
state law claims for lack of subject matter jurisdiction. The Court declined to
grant plaintiffs leave to replead. On September 24, 1997, plaintiffs filed a
notice of appeal. Plaintiffs' initial appellate briefs are due on November 17,
1997. Defendants 1 intend to contest Plaintiffs' claims vigorously. The
Partnership may be obligated to indemnify certain of the Defendants 1 for loss,
liability, claim, damage and expense subject to the terms and conditions of the
indemnity provisions of the Agency Agreement dated March 5, 1986 among the
Partnership, its General Partners and MLPF&S. The ultimate outcome of this
action is not determinable at this time.
<PAGE>
On January 22, 1996, a putative class action was filed in the Superior
Court of New Jersey, Essex County, purportedly on behalf of all persons who
purchased limited partnership interests in the Partnership and other limited
partnerships formed by affiliates of the Managing General Partner and for which
the Managing General Partner has acted or acts as a general partner. As amended,
the complaint names MLH, MLPF&S, ML & Co., Merrill Lynch Realty, Inc., certain
past and present employees of MLH, the Partnership and certain other limited
partnerships for which MLPF&S acted as selling agent (collectively, the
"Defendants 2") as defendants. The complaint alleges (i) common law fraud and
deceit, (ii) equitable fraud, (iii) negligent misrepresentation, (iv) breach of
fiduciary duty, (v) breach of implied covenant of good faith and fair dealing,
(vi) violation of the New Jersey Securities Fraud statute; and (vii) violation
of the New Jersey Criminal Justice Act of 1970; allegedly as a result of
material misrepresentations and omissions of fact in connection with the sale of
limited partnership interests in the Partnership and such other limited
partnerships, the subsequent concealment of the fraud alleged, and the alleged
conduct of the Defendants 2 in the management and operation of the Partnership
and such other limited partnerships. The action seeks (i) unspecified damages
including compensatory, general, consequential, treble, incidental, punitive,
and exemplary damages, (ii) disgorgement and restitution of earnings, profits,
compensation and benefits received by Defendants 2, (iii) interest, (iv) costs
including attorneys', accountants' and experts' fees, and (v) such other relief
as the Court deems just and proper. Defendants 2 believe that they possess
meritorious defenses to the claims in this action, and intend to contest such
claims vigorously. On or about March 25, 1996, Defendants 2 moved to dismiss or
stay this action in favor of the New York Consolidated Action, and on June
24,1996, the Court ordered the action stayed until August 9, 1996. On August 9,
1996, the Court orally ruled that the action would be dismissed without
prejudice in favor of the New York Consolidated Action. The Court signed a
written order of dismissal on August 26, 1996. The Partnership may be obligated
to indemnify certain of the Defendants 2 for loss, liability, claim, damage and
expense subject to the terms and conditions of the indemnity provisions of the
Agency Agreement dated March 5, 1986 among the Partnership, its General Partners
and MLPF&S. The outcome of this action is not determinable at this time. On or
about February 6, 1996, a putative class action was filed in the Circuit Court
for Baltimore City, Maryland and on February 13, 1996, an amended complaint was
filed, purportedly on behalf of all persons who purchased unspecified limited
partnership interests, which may include interests in the Partnership, against
ML & Co., MLPF&S, and a limited partnership for which MLPF&S acted as selling
agent, as defendants (collectively, the "Defendants 3").The amended complaint
alleges that the Defendants 3 (i) made material misrepresentations and omitted
material information in the offering of interests in the specified limited
partnership and other unspecified limited partnerships; (ii) breached their
fiduciary duties; (iii) were unjustly enriched; and (iv) converted the personal
property of the plaintiff and other putative class members. The action seeks (i)
unspecified compensatory and punitive damages; (ii) equitable and injunctive
relief, including disgorgement of gain, a constructive trust on all fees,
discounts and commissions, impounding or attachment of ill-gotten moneys,
freezing of assets, and restitution; (iii) reasonable attorneys' fees, costs and
expenses incurred in connection with the action; (iv) pre- and post-judgment
interest; and (v) such other and further relief as the court may deem necessary
or appropriate. Defendants 3 believe that they possess meritorious defenses to
the claims in the action, and intend to contest such claims vigorously. The
Partnership may be obligated to indemnify certain of the Defendants 3 for loss,
liability, claim, damage and expense subject to the terms and conditions of the
indemnity provisions of the Agency Agreement dated March 5, 1986 among the
Partnership, its General Partners and MLPF&S. By stipulation the parties to the
action have agreed to stay this matter pending further proceedings in the New
York Consolidated Action. The outcome of this action is not determinable at this
time.
On May 9, 1996, a putative class action was filed in the Supreme Court of
the State of New York, County of New York, purportedly on behalf of all persons
who purchased limited partnership interests in the Partnership and certain other
limited partnerships formed by affiliates of the Managing General Partner,
against ML & Co., MLPF&S, the General Partners, and certain affiliates of MLH,
as defendants (collectively, the "Defendants 4"). The complaint alleges (i)
fraud; (ii) negligent misrepresentation; (iii) breach of fiduciary duty; (iv)
breach of third party beneficiary contract; and (v) breach of implied covenant.
The action seeks (i) an order certifying the proposed Class; (ii) compensatory
damages; (iii) consequential damages; (iv) general damages; (v) punitive
damages; (vi) disgorgement and restitution; (vii) costs and disbursements;
(viii) reasonable attorneys' fees; and (ix) such other and further relief as the
Court may deem just and proper. On May 29, 1996, the parties entered into a
stipulation to dismiss the action without prejudice, based on the existence of
the New York Consolidated Action. Based on that stipulation, Defendants 4 moved
for an order dismissing the action without prejudice. On or about July 9, 1996,
the Court entered an order dismissing the action without prejudice.
<PAGE>
Items 2-5 are herewith omitted as the response to all items is either none or
not applicable.
Item 6. Exhibits and Reports on Form 8-K
Responses:
a) Exhibits: Exhibit 27 Financial Data Schedule
For the period ending September 30, 1997.
b) Reports on Form 8-K:
Report filed on September 18, 1997 disclosing under Item 5, Other
Events, (i) the granting of a motion to dismiss the class action
lawsuit, and (ii)developments at the land formerly known as Treasure
Island.
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MLH INCOME REALTY PARTNERSHIP VI
By: MLH Property Managers Inc.
Managing General Partner
By: ______________________________
Audrey Bommer
Vice President & Chief Financial Officer
Dated: November 14, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the third quarter
of 1997 Form 10-Q Balance Sheets and Statements of Operations and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> Sep-30-1997
<INVESTMENTS-AT-COST> 34,337,391
<INVESTMENTS-AT-VALUE> 33,324,513
<RECEIVABLES> 55,583
<ASSETS-OTHER> 7,576,349
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 40,956,445
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 813,838
<TOTAL-LIABILITIES> 813,838
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,012,878)
<NET-ASSETS> 40,142,607
<DIVIDEND-INCOME> 48,751
<INTEREST-INCOME> 258,390
<OTHER-INCOME> 10,297
<EXPENSES-NET> 1,525,974
<NET-INVESTMENT-INCOME> (619,203)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> (619,203)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (619,203)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 40,470,500
<PER-SHARE-NAV-BEGIN> 125.27
<PER-SHARE-NII> 0.21
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 124.56
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
