FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period_________to_________
Commission file number 0-16210
ANGELES INCOME PROPERTIES, LTD. 6
(Exact name of small business issuer as specified in its charter)
California 95-4106139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1998
Assets
Cash and cash equivalents $ 4,525
Receivables and deposits (net of
allowance of $13) 620
Restricted escrows 285
Other assets 651
Investment properties:
Land $ 4,748
Buildings and related personal property 26,851
31,599
Less accumulated depreciation (8,319) 23,280
$ 29,361
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 87
Tenant security deposit liabilities 91
Accrued property taxes 238
Other liabilities 393
Mortgage notes payable 18,200
Partners' Capital:
General partner's $ 104
Limited partners' (47,314 units issued
and outstanding) 10,248 10,352
$ 29,361
See Accompanying Notes to Consolidated Statements
b)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 1,516 $ 1,722 $ 5,179 $ 5,353
Other income 80 80 332 350
Gain on sale of investment
property 2,995 -- 2,995 --
Total revenues 4,591 1,802 8,506 5,703
Expenses:
Operating 614 844 2,139 2,289
General and administrative 111 109 329 300
Depreciation 240 261 755 771
Interest 395 538 1,400 1,796
Property tax 157 180 545 605
Bad debt (recovery)
expense, net (9) (67) 37 (45)
Total expenses 1,508 1,865 5,205 5,716
Income (loss) before
extraordinary item 3,083 (63) 3,301 (13)
Extraordinary loss on
early extinguishment of debt (229) -- (229) --
Net income (loss) $ 2,854 $ (63) $ 3,072 $ (13)
Net income (loss) allocated to
general partner $ 434 $ (1) $ 436 $ --
Net income (loss) allocated to
limited partners 2,420 (62) 2,636 (13)
$ 2,854 $ (63) $ 3,072 $ (13)
Per limited partnership unit:
Income (loss) before
extraordinary item $ 55.94 $ (1.31) $ 60.50 $ (.27)
Extraordinary loss on
early extinguishment of debt (4.79) -- (4.79) --
Net income (loss) $ 51.15 $ (1.31) $ 55.71 $ (.27)
See Accompanying Notes to Consolidated Statements
c)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 47,384 $ 1 $ 47,384 $ 47,385
Partners' (deficit) capital at
December 31, 1997 47,314 $ (332) $ 7,612 $ 7,280
Net income for the nine months
ended September 30, 1998 -- 436 2,636 3,072
Partners' capital at
September 30, 1998 47,314 $ 104 $ 10,248 $ 10,352
See Accompanying Notes to Consolidated Statements
d)
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income (loss) $ 3,072 $ (13)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 755 771
Amortization of mortgage discounts, loan costs,
and leasing commissions 104 122
Bad debt expense (recovery) 37 (45)
Gain on sale of investment property (2,995) --
Extraordinary loss on early extinguishment of debt 229 --
Changes in accounts:
Receivables and deposits 306 254
Other assets (98) (110)
Accounts payable 8 (85)
Tenant security deposit liabilities (8) (3)
Accrued property taxes (111) 27
Other liabilities 1 253
Net cash provided by operating activities 1,300 1,171
Cash flows from investing activities:
Property improvements and replacements (426) (194)
Net proceeds from sale of investment property 6,959 --
Net withdrawals from (deposits to) restricted escrows 4 (1)
Net cash provided by (used in) investing
activities 6,537 (195)
Cash flows from financing activities:
Payments on mortgage notes payable (226) (222)
Repayment of mortgage notes payable (5,027) --
Net cash used in financing activities (5,253) (222)
Net increase in cash and cash equivalents 2,584 754
Cash and cash equivalents at beginning of period 1,941 1,852
Cash and cash equivalents at end of period $ 4,525 $ 2,606
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,340 $ 1,474
Supplemental disclosure of non-cash financing activities:
Interest on notes payable transferred to principal $ -- $ 423
See Accompanying Notes to Consolidated Statements
e)
ANGELES INCOME PROPERTIES, LTD. 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Angeles Income
Properties, Ltd. 6 (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Angeles Realty Corporation II ("ARC II" or the "General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 1998, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1998. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-KSB for the fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following payments were made to the General Partner and its affiliates
during each of the nine month periods ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in
operating expenses) $ 254 $ 251
Property lease commissions (included in other
assets and operating expenses) 34 16
Reimbursements for services of affiliates, including
approximately $7,000 and $5,000 of construction
service reimbursements in 1998 and 1997,
respectively (included in investment properties
and operating and general and administrative
expenses) 221 166
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner but with an insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the master policy. The agent assumed the financial
obligations to the affiliate of the General Partner which received payment on
these obligations from the agent. The amount of the Partnership's insurance
premiums that accrued to the benefit of the affiliate of the General Partner by
virtue of the agent's obligations was not significant.
Angeles Mortgage Investment Trust, ("AMIT"), a real estate investment trust,
provided financing (the "AMIT Loan") to Mesa Dunes, Wakonda and Town & Country
Partners ("Mesa Dunes") secured by the Mesa Dunes real properties known as Mesa
Dunes Mobile Home Park, Wakonda Shopping Center and Town & Country Shopping
Center. The AMIT Loan had a principal balance of approximately $3,359,000 at
September 30, 1998, bears interest at a rate of 9% per annum and matures on
December 2003, at which time it is scheduled to be fully amortized. Interest
expense on the debt secured by Mesa Dunes was approximately $227,000 and
$212,000 for the nine months ended September 30, 1998 and 1997, respectively.
Accrued interest was approximately $25,000 at September 30, 1998. Pursuant to a
series of transactions, affiliates of the General Partner acquired ownership
interests in AMIT. On September 17, 1998, AMIT was merged with and into
Insignia Properties Trust ("IPT"), the sole shareholder of the General Partner.
As a result, IPT became the holder of the AMIT Loan.
NOTE C - RESTRUCTURE OF DEBT SECURED BY LASALLE WAREHOUSE
The General Partner successfully negotiated a restructuring of the mortgage
indebtedness to AMIT, now IPT (see "Note B"), which was secured by the LaSalle
Warehouse, during the first quarter of 1997. The terms of the restructuring
included adding previously accrued interest of $423,000 to the principal
balance, accruing interest at the rate of 11.5% per annum and extending the
maturity due to December 31, 2003. Additionally, AMIT was granted a second
mortgage on the Wakonda Shopping Center and the Town & Country Shopping Center
as additional security on this loan. On October 8, 1997, LaSalle Warehouse was
sold, and the mortgage balance of approximately $1,334,000 was paid from the
sales proceeds and other Partnership funds.
NOTE D - SALE OF INVESTMENT PROPERTY
On July 16, 1998, the Partnership sold Whispering Pines Mobile Home Park to an
unaffiliated third party for net sales proceeds of approximately $1,935,000
after payoff of the first and second mortgages and payment of closing costs.
The Partnership realized a gain of approximately $2,995,000 on the sale during
the third quarter of 1998. The Partnership also realized a loss on the early
extinguishment of debt encumbering Whispering Pines Mobile Home Park of
approximately $229,000 during the third quarter of 1998 consisting of the write
off of unamortized loan costs and mortgage discount. The General Partner is
currently evaluating the feasibility of a distribution of the sale proceeds.
NOTE E - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the General Partner. In addition, AIMCO also acquired approximately 51% of
the outstanding common shares of beneficial interest of IPT, the sole
shareholder of the General Partner. Also, effective October 1, 1998, IPT and
AIMCO entered into an Agreement and plan of Merger pursuant to which IPT is to
be merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The
IPT Merger requires the approval of the holders of a majority of the outstanding
IPT Shares. AIMCO has agreed to vote all of the IPT Shares owned by it in favor
of the IPT Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The General Partner does not believe that this transaction will have a
material effect on the affairs and operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's remaining investment properties consist of two commercial
properties, three apartment complexes and a mobile home park. The following
table sets forth the average occupancy of the properties for each of the nine
months ended September 30, 1998 and 1997:
Average Occupancy
Property 1998 1997
Lazy Hollow Apartments
Columbia, Maryland (1) 97% 92%
Homestead Apartments
East Lansing, Michigan 89% 92%
Casa Granada Apartments
Harlingen, Texas 93% 93%
Mesa Dunes Mobile Home Park
Mesa, Arizona 89% 89%
Wakonda Shopping Center
Des Moines, Iowa 85% 83%
Town & Country Shopping Center
Cedar Rapids, Iowa (2) 86% 82%
(1) The increase in occupancy at Lazy Hollow Apartments is due to increased
marketing efforts.
(2) The increase in occupancy at Town and Country Shopping Center is the result
of two tenants occupying approximately 6,000 square feet moving in during
the third quarter of 1998.
The Partnership realized net income of approximately $3,072,000 for the nine
month period ended September 30, 1998, compared to a net loss of approximately
$13,000 for the comparable period in 1997. For the three months ended September
30, 1998, the Partnership realized net income of approximately $2,854,000,
compared to a net loss of approximately $63,000 for the comparable period in
1997. The increase in net income for both the three and nine month periods
ended September 30, 1998, is the result of the gain of approximately $2,995,000
realized on the sale of Whispering Pines Mobile Home Park during the third
quarter of 1998. This property had a net loss of approximately $32,000 for the
nine month period ended September 30, 1997. Additionally, contributing to the
increase in net income was the sale of LaSalle Warehouse in the fourth quarter
of 1997. This property had a net loss of approximately $196,000 for the nine
month period ended September 30, 1997. For the Partnership's remaining
properties, net income increased approximately $154,000 during the nine month
period ended September 30, 1998, from the comparable period in 1997. The
increase in net income at the remaining properties is primarily the result of
increased rental income and decreased maintenance expense. Rental income
increased as a result of the improved occupancy at Lazy Hollow, as noted above.
The decrease in maintenance expense arises from exterior and interior repairs
performed during the nine months ended September 30, 1997. These increases in
net income were partially offset by an increase in general and administrative
expense due to an increase in reimbursements for services to affiliates of the
General Partner.
Included in operating expense for the nine months ended September 30, 1998, is
approximately $44,000 of major repairs and maintenance, mainly comprised of
exterior painting and building improvements. For the nine months ended September
30, 1997, operating expense included approximately $104,000 of major repairs and
maintenance, mainly comprised of exterior building improvements, parking lot
repairs and major landscaping.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At September 30, 1998, the Partnership held cash and cash equivalents of
approximately $4,525,000 as compared to approximately $2,606,000 at September
30, 1997. The net increase in cash and cash equivalents for the nine month
periods ended September 30, 1998 and 1997, was approximately $2,584,000 and
$754,000, respectively. Net cash provided by operating activities increased due
to the increase in rental income at the Partnership's remaining properties, as
discussed above. Also contributing to the increase in cash provided by
operations was an increase in accounts payable due to the timing of payments to
vendors. Partially offsetting the increase in cash from operations were
decreases in other liabilities and accrued property taxes. Other liabilities
decreased as a result of a change in the timing of payments on accrued expenses.
The decline in accrued taxes is largely the result of the release of the accrual
for taxes resulting from the sale of Whispering Pines Mobile Home Park during
the third quarter of 1998. Net cash provided by investing activities increased
from the proceeds on the sale of Whispering Pines Mobile Home Park. This
increase was partially offset by an increase in expenditures for property
improvements and replacements at the Partnership's remaining properties. Cash
used in financing activities increased due to the repayment of the mortgages
encumbering Whispering Pines Mobile Home Park.
On July 16, 1998, the Partnership sold Whispering Pines Mobile Home Park to an
unaffiliated third party for net sales proceeds of approximately $1,935,000
after payoff of the first and second mortgages and payment of closing costs.
The Partnership realized a gain of approximately $2,995,000 on the sale during
the third quarter of 1998. Additionally, the Partnership realized a loss on the
early extinguishment of debt encumbering Whispering Pines Mobile Home Park of
approximately $229,000 during the third quarter of 1998 consisting of the write
off of unamortized loan costs and mortgage discount.
The General Partner successfully negotiated a restructuring of the mortgage
indebtedness to Angeles Mortgage Investment Trust ("AMIT"), now Insignia
Properties Trust ("IPT"), which was secured by the LaSalle Warehouse, during the
first quarter of 1997. The terms of the restructuring included adding
previously accrued interest of $423,000 to the principal balance, accruing
interest at the rate of 11.5% per annum and extending the maturity date to
December 31, 2003. Additionally, AMIT was granted a second mortgage on the
Wakonda Shopping Center and the Town & Country Shopping Center as additional
security on this loan. On October 8, 1997, LaSalle Warehouse was sold to an
unaffiliated third party. The sales price of the property was $1,300,000. The
sale resulted in net proceeds of approximately $1,229,000 after payment of
closing costs. At the time of closing, the outstanding mortgage balance of
approximately $1,334,000 was repaid from the net proceeds and other Partnership
funds. The Partnership recorded a gain on disposition of property of
approximately $692,000 as well as an extraordinary loss on early extinguishment
of debt of approximately $21,000 related to the write off of unamortized loan
costs.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets, meet mortgage obligations, and other operating needs of the
Partnership and to comply with Federal, state and local legal and regulatory
requirements. Such assets are currently thought to be sufficient for any near-
term needs of the Partnership. The General Partner is currently assessing the
need for capital improvements at each of the Partnership's properties. To the
extent that additional capital improvements are required, the Partnership's
distributable cash flow, if any, may be adversely affected, at least in the
short term. At September 30, 1998, the mortgage indebtedness of approximately
$18,200,000 has maturity dates ranging from September 1999, for the mortgage
encumbering Casa Granada, to July 2019. The General Partner will attempt to
refinance such remaining indebtedness or sell the properties prior to such
maturity dates. If the properties cannot be refinanced or sold for a sufficient
amount, the Partnership will risk losing such properties through foreclosure.
The General Partner is currently evaluating the feasibility of the sale of Mesa
Dunes Mobile Home Park. There were no cash distributions during the nine months
ended September 30, 1998 or 1997. Future cash distributions will depend on the
levels of net cash generated from operations, refinancings, property sales and
the availability of cash reserves. The General Partner is currently evaluating
the feasibility of a distribution of the Whispering Pines Mobile Home Park sale
proceeds. The Partnership's distribution policy will be reviewed on a quarterly
basis. There can be no assurance, however, that the Partnership will generate
sufficient funds from operations to permit distributions to its partners in 1998
or subsequent periods.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia completed its merger with and into AIMCO, a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result of the Insignia Merger, AIMCO
acquired control of the General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the sole shareholder of the General Partner.
Also, effective October 1, 1998, IPT and AIMCO entered into an Agreement and
plan of Merger pursuant to which IPT is to be merged with and into AIMCO or a
subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the approval of
the holders of a majority of the outstanding IPT Shares. AIMCO has agreed to
vote all of the IPT Shares owned by it in favor of the IPT Merger and has
granted an irrevocable limited proxy to unaffiliated representatives of IPT to
vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the IPT
Merger. As a result of AIMCO's ownership and its agreement, the vote of no
other holder of IPT is required to approve the merger. The General Partner does
not believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the General Partner and its affiliates for management and
administrative services. Any computer programs or hardware that have date-
sensitive software or embedded chips may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the General Partner was to the security systems,
elevators, heating-ventilation-air-conditioning systems, telephone systems and
switches, and sprinkler systems. The General Partner is currently engaged in the
identification of all non-compliant operational systems, and is in the process
of estimating the costs associated with any potential modifications or
replacements needed to such systems in order for them to be Year 2000 compliant.
It is not expected that such costs would have a material adverse affect upon
the operations of the Partnership.
Risk Associated with the Year 2000
The General Partner believes that the Managing Agent has an effective program in
place to resolve the Year 2000 issue in a timely manner and has appropriate
contingency plans in place for critical applications that could affect the
Partnership's operations. To date, the General Partner is not aware of any
external agent with a Year 2000 issue that would materially impact the
Partnership's results of operations, liquidity or capital resources. However,
the General Partner has no means of ensuring that external agents will be Year
2000 compliant. The General Partner does not believe that the inability of
external agents to complete their Year 2000 resolution process in a timely
manner will have a material impact on the financial position or results of
operations of the Partnership. However, the effect of non-compliance by
external agents is not readily determinable.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner has filed demurrers to the
amended complaint which are scheduled to be heard on January 8, 1999. The
General Partner believes the action to be without merit, and intends to
vigorously defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner believes that all such pending
or outstanding litigation will be resolved without a material adverse effect
upon the business, financial condition, or operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
A Form 8-K was filed by the Partnership, dated July 30, 1998,
relating to the sale of Whispering Pines Mobile Home Park on July
16, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES INCOME PROPERTIES, LTD. 6
By: Angeles Realty Corporation II
Its General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President, Accounting
(Duly Authorized Officer)
Date: November 16, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties, Ltd. 6 1998 Third Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000812564
<NAME> ANGELES INCOME PROPERTIES, LTD. 6
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 4,525
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 31,599
<DEPRECIATION> 8,319
<TOTAL-ASSETS> 23,280
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,200
0
0
<COMMON> 0
<OTHER-SE> 10,352
<TOTAL-LIABILITY-AND-EQUITY> 29,361
<SALES> 0
<TOTAL-REVENUES> 8,506
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,805
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,400
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (229)
<CHANGES> 0
<NET-INCOME> 3,072
<EPS-PRIMARY> 55.71<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
