MLH INCOME REALTY PARTNERSHIP VI
8-K, 1998-06-05
REAL ESTATE
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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934

         Date of Report(Date of earliest event reported): June 2, 1998


                        MLH INCOME REALTY PARTNERSHIP VI

      (Exact name of registrant as specified in its governing instrument)




           New York                    0-15532                13-3272339
(State of Organization)      Commission File Number       (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


<PAGE>

                              Item 5. OTHER EVENTS

     On June 2,  1998,  Treasure  Island  Associates  ("TIA"),  a joint  venture
partnership  between MLH Income Realty  Partnership VI (the "Registrant") and an
unaffiliated entity,  executed a contract with Vestar-Athens Resorts,  L.L.C., a
Phoenix,  Arizona based real estate  developer  ("Athens"),  for the sale of the
land formerly known as Treasure Island,  a former mobile home community  located
in Laguna  Beach,  California  (the  "Property").  Athens  plans to purchase the
Property  and  develop  it as  an  oceanfront  resort  community.  The  contract
supersedes  an agreement in principle for the sale of the Property by TIA to The
Athens Group. Neither TIA nor the Registrant is an affiliate of Athens.

     Consummation  of the  sale is  subject  to  several  conditions,  including
approval  by the City  Council  of Laguna  Beach (the  "City  Council")  and the
California Coastal Commission (the "Coastal Commission") of the master plan (the
"Plan") for the  Property,  and the  expiration  of  applicable  appeal  periods
relating to such  approvals,  and there can be no assurance  that a sale will be
consummated.  The Plan was approved by the Laguna Beach Planning Commission (the
"Planning  Commission")  on April 15,  1998 and by the City  Council  on June 2,
1998.  Since the Property is oceanfront  property,  the Plan must be approved by
the Coastal Commission before the City of Laguna Beach can issue further permits
and approvals to implement the Plan.  Assuming the Coastal  Commission  approves
the Plan as  submitted,  the  Planning  Commission  and City  Council  must then
consider  further  approvals that implement the Plan,  such as a subdivision map
and local  coastal  permit.  If the Coastal  Commission  modifies  the Plan as a
condition to approval,  such  modifications must be accepted and approved by the
City Council before the Plan, as modified, is final.

     The sale price of the Property will be determined  under the contract based
on a formula which will take into account,  among other things, the entitlements
for the Property that are actually granted by the Planning Commission,  the City
Council  and the  Coastal  Commission. 

     The Registrant  wishes to insure that  statements  made regarding  expected
future  developments  regarding  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 Registrant's expectations that
the Plan will be accepted by the Coastal  Commission  and that the Property will
be sold to Athens.  Actual receipt of such approvals and closing of the sale are
subject to future events and  uncertainties  which could  materially  affect the
ability of the  Registrant to receive these  approvals and  consummate the sale.
Among the factors which could materially  affect the Registrant's  prospects for
receiving the approvals and closing of the sale are: (i) uncertainties regarding
the granting of approval by the Coastal  Commission and further approvals by the
City Council and the Planning  Commission  required to implement the Plan,  (ii)
possible delays in the  administrative  process required to obtain the approvals
which are outside  the  control of the  Registrant,  (iii)  objections  by third
parties to the Plan,  including possible  litigation,  which could significantly
delay or ultimately  prevent the receipt of the  approvals,  and (iv) failure of
Athens to close for any reason.  There can be no  assurance  that the  approvals
will be obtained or that the sale will be consummated.  If the sale to Athens is
not  consummated  and the Registrant  determines to sell the Property to another
buyer, there can be no assurance that such sale will be consummated.

     TIA acquired the Property on August 1, 1989. A description  of the Property
may be found in the  Registrant's  Current  Report on Form 8-K dated  August 15,
1989, a copy of which Report is  incorporated  herein by reference.  Because the
Property is the last remaining property  investment of the Registrant,  pursuant
to Section  8.1 (ii) of the  Registrant's  Amended  and  Restated  Agreement  of
Limited  Partnership,  the sale of this last property will cause the dissolution
of the Registrant. The Registrant will not be liquidated, however, until payment
of a final liquidating  distribution to the Registrant's  partners of all of the
Registrant's remaining assets.

<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:   /s/  Jack A. Cuneo
                                          __________________________________
                                          Jack A. Cuneo
                                          Chairman, Chief Executive Officer,
                                          President and Chief Operating Officer



Dated:  June 5, 1998


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