MLH INCOME REALTY PARTNERSHIP VI
8-K, 1999-01-15
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):December 24, 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           (IRS 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



     Treasure Island Associates ("TIA"), a joint venture partnership between MLH
Income Realty Partnership VI (the "Registrant") and an unaffiliated  entity, and
Vestar-Athens  Resorts,  L.L.C., a Phoenix,  Arizona based real estate developer
("Athens"),   executed  an  amendment,  dated  as  of  December  24,  1998  (the
"Amendment"), to the contract (the "Contract") for the sale of the land formerly
known as Treasure  Island,  a former  mobile home park located in Laguna  Beach,
California (the  "Property").  Athens plans to purchase the Property and develop
it as an  oceanfront  resort  community.  The  Amendment,  among  other  things,
provides  that the closing  date shall be no later than  September  15, 1999 and
sets the purchase price for the Property at $37,000,000.  If the closing has not
occurred by June 1, 1999,  the purchase price to be paid by Athens will increase
by an amount equal to an annualized  10% of the stated  purchase price until the
closing date. The Contract is subject to several conditions, and there can be no
assurance that a sale will be consummated.

     Certain Laguna Beach  residents have  submitted  referendum  petitions (the
"Referendum  Petitions") in opposition to actions taken by the Laguna Beach City
Council necessary to implement the project.  The Referendum Petitions oppose the
adoption  by the  City  Council  of  resolutions  approving  the  Specific  Plan
contained in the Treasure  Island Local Coastal  Program and an amendment to the
City's General Plan necessary to implement the project,  and the approval by the
City Council of an ordinance  amending the City Zoning Code,  which is necessary
to implement the Treasure Island Local Coastal Program.  Unless the City Council
rescinds its approvals,  it is expected that the  resolutions  and the ordinance
approved by the City  Council will be subject to  referendum  votes at a special
election  or at the next  regular  election to be held in  November  2000.  If a
special election were scheduled, it would likely be held in the spring of 1999.

     The  Amendment  provides  that,  in  the  event  that  one or  both  of the
Referendum Petitions is passed, Athens may terminate the Contract. In such case,
TIA may then  attempt to sell the  Property  to another  buyer.  Approval of the
Referendum  Petitions  may reduce the  purchase  price  that can  ultimately  be
obtained upon the sale of the Property.

     The Registrant  wishes to ensure 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,  as  described  in prior
reports made by the Registrant,  that the Referendum Petitions will be defeated,
and that the Property will be sold to Athens.  Actual receipt of such approvals,
defeat of the  Referendum  Petitions,  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,  obtain a favorable  outcome of the
Referendum Petitions, and consummate the sale to Athens.

     Since this 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.

     Neither TIA nor the Registrant is an affiliate of Athens.
<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:  January 15, 1999


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