MLH INCOME REALTY PARTNERSHIP VI
8-K, 1998-02-18
REAL ESTATE
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                                                     There is No Exhibit Index


                                    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): February 10, 1998


                        MLH INCOME REALTY PARTNERSHIP VI

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


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

                                   13-3272339
                      (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.

AGREEMENT IN PRINCIPLE TO SELL TREASURE ISLAND

         On February 10,  1998,  Treasure  Island  Associates  ("TIA"),  a joint
venture  partnership between MLH Income Realty Partnership VI (the "Registrant")
and an  unaffiliated  entity,  announced  that it has entered into a non-binding
agreement in principle with The Athens Group,  for the sale of the land formerly
known as Treasure Island located in Laguna Beach,  California (the  "Property").
The Athens  Group,  a Phoenix,  Arizona  based real estate  developer,  plans to
purchase  the  Property  and to develop  the  Property as an  oceanfront  resort
community.  TIA owns the fee interest in the Property.  Consummation of the sale
is subject to several conditions, including final approval by the City of Laguna
Beach of an acceptable  Local Coastal  Program/Specific  Plan.  The Laguna Beach
Planning  Commission and the City Council gave  preliminary  approval of a Local
Coastal  Program/Specific  Plan for the project in a series of hearings  through
February  10,  1998.  Final  approval by the  Planning  Commission  and the City
Council  is  expected  in  March,  1998;  approval  by  the  California  Coastal
Commission  is expected in  mid-1998.  Assuming  final  approval by the Planning
Commission  and  the  City  Council  is  obtained,   the  Registrant   currently
anticipates  that the sale to The Athens Group will be consummated.  The sale to
The Athens Group is expected to take place prior to review of the project by the
California Coastal  Commission.  However,  there can be no assurance that a sale
will be  consummated.  If a sale to The Athens  Group does not take  place,  the
Registrant  will  assess  available  alternatives  at that time but  expects  to
continue  processing the approvals through the California  Coastal Commission or
to sell the Property to another buyer.

         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 Registrant will successfully receive acceptance by the Laguna Beach Planning
Commission and the City Council and that the Property will be sold to The Athens
Group.  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 approvals by the Laguna Beach  Planning  Commission  and the City Council or,
(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  development  plan  proposed  by the  Registrant  for the
Property,  including possible  litigation,  which could  significantly  delay or
ultimately prevent the receipt of the approvals,  and (iv) failure of The Athens
Group 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 The  Athens
Group is not consummated and the Registrant  continues  processing the approvals
through the California  Coastal  Commission,  there can be no assurance that the
approvals will be obtained.  If the sale to The Athens Group 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.

         Neither TIA nor the Registrant is an affiliate of The Athens Group.

         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 Registrant 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
                                          Chairman, Chief Executive Officer,
                                          President and Chief Operating Officer



Dated:  February 18, 1998


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