PLM EQUIPMENT GROWTH FUND VI
10-Q, 1997-05-14
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM 10-Q




       [X]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 For the fiscal quarter ended March 31, 1997.


       [  ]   Transition Report Pursuant to Section 13 or 15(d) of the 
              Securities Exchange Act of 1934
              For the transition period from              to


                         Commission file number 33-40093
                             -----------------------



                          PLM EQUIPMENT GROWTH FUND VI
             (Exact name of registrant as specified in its charter)


       California                                            94-3135515
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

One Market, Steuart Street Tower
  Suite 800, San Francisco, CA                               94105-1301
   (Address of principal                                     (Zip code)
    executive offices)


        Registrant's telephone number, including area code (415) 974-1399
                             -----------------------


       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>



                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)

                                 BALANCE SHEETS
                       (in thousands, except unit amounts)

                                     ASSETS
<TABLE>
<CAPTION>


                                                                             March 31,         December 31,
                                                                             1997                 1996
                                                                         -----------------------------------

   <S>                                                                   <C>                  <C>        
   Equipment held for operating leases                                   $   109,077          $   109,551
   Less accumulated depreciation                                             (48,866 )            (46,544 )
                                                                         -----------------------------------
     Net equipment                                                            60,211               63,007

   Cash and cash equivalents                                                   1,376                3,017
   Restricted cash                                                             1,279                1,285
   Investments in unconsolidated special purpose entities                     40,669               42,119
   Accounts receivable, net of allowance for doubtful accounts
     of $1,028 in 1997 and $1,188 in 1996                                      3,357                3,253
   Net investment in direct finance lease                                        451                  254
   Prepaid expenses and other assets                                             180                  241
   Deferred charges, net of accumulated amortization of
     $228 in 1997 and $381 in 1996                                               320                  349
                                                                         -----------------------------------

   Total assets                                                          $   107,843          $   113,525
                                                                         ===================================


                    LIABILITIES AND PARTNERS' CAPITAL


   Liabilities:

     Accounts payable and accrued expenses                               $       854          $     1,048 
     Due to affiliates                                                         2,164                2,177
     Lessee deposits and reserve for repairs                                   3,613                3,224
     Short term note payable                                                      --                1,286
     Note payable                                                             30,000               30,000
                                                                         -----------------------------------
           Total liabilities                                                  36,631               37,735

   Partners' capital:

   Limited partners (8,253,350 depositary units at March 31,
     1997 and 8,286,966 at December 31, 1996)                                 71,212               75,790
   General Partner                                                                --                   --
                                                                         -----------------------------------
       Total partners' capital                                                71,212               75,790
                                                                         -----------------------------------

   Total liabilities and partner's capital                               $   107,843          $   113,525 
                                                                         ===================================
</TABLE>



                       See accompanying notes to financial
                                  statements.



<PAGE>



                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)

                              STATEMENTS OF INCOME
                     (in thousands, except per unit amounts)
<TABLE>
<CAPTION>


                                                                             For the Three Months
                                                                                Ended March 31,
                                                                             1997             1996
                                                                         ------------------------------

   <S>                                                                   <C>              <C>       
   Revenues:

     Lease revenue                                                       $     5,637      $    5,355
     Interest and other income                                                    50             229
     Net gain on disposition of equipment                                         12           6,329
                                                                         ------------------------------
         Total revenues                                                        5,699          11,913

   Expenses:

     Depreciation and amortization                                             2,582           2,973
     Management fees to affiliate                                                323             293
     Repairs and maintenance                                                     692             779
     Interest expense                                                            502             524
     Marine equipment operating expenses                                         820             705
     Insurance expense to affiliate                                               69              59
     Other insurance expense                                                     202             199
     General and administrative expenses
       to affiliates                                                             219             269
     Other general and administrative expenses                                   361             135
     Bad debt expense                                                           (159 )           133
                                                                         ------------------------------
                                                                         ------------------------------
                                                                               5,611           6,069
                                                                         ------------------------------

   Equity in net income (loss) of unconsolidated
     special purpose entities                                                    109            (452 )
                                                                         ------------------------------

   Net income                                                            $       197      $    5,392
                                                                         ==============================

   Partners' share of net income (loss):

     Limited partners                                                    $       (21 )    $    5,173
     General Partner                                                             218             219
                                                                         ------------------------------

   Total                                                                 $       197      $    5,392
                                                                         ==============================

   Net income (loss) per weighted-average depositary unit
     (8,283,484 units at March 31, 1997,
      8,309,773 units at March 31, 1996)                                 $    (0.003 )    $     0.62
                                                                         ==============================

   Cash distributions                                                    $     4,362      $    4,374
                                                                         ==============================

   Cash distributions per weighted-average depositary unit               $      0.50      $     0.50
                                                                         ==============================

</TABLE>

                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND VI
                            ( A Limited Partnership)

                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For
               the period from December 31, 1995 to March 31, 1997
                                 (in thousands)

<TABLE>
<CAPTION>


                                                             Limited              General
                                                             Partners             Partner               Total
                                                           -------------------------------------------------------

   <S>                                                     <C>                   <C>                 <C>       
   Partners' capital at December 31, 1995                  $    85,430           $    --             $   85,430

   Net income                                                    7,418               873                  8,291

   Repurchase of depositary units                                 (464 )              --                   (464 )

   Cash distributions                                          (16,594 )            (873 )              (17,467 )
                                                           -------------------------------------------------------

   Partners' capital at December 31, 1996                       75,790                --                 75,790

   Net income (loss)                                               (21 )             218                    197

   Repurchase of depositary units                                 (413 )              --                   (413 )

   Cash distributions                                           (4,144 )            (218 )               (4,362 )
                                                           -------------------------------------------------------

   Partners' capital at March 31, 1997                     $    71,212           $    --             $   71,212
                                                           =======================================================



</TABLE>










                       See accompanying notes to financial
                                  statements.


<PAGE>




                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                  For the Three Months
                                                                                     Ended March 31,
                                                                                   1997          1996
                                                                               ------------------------------
  <S>                                                                           <C>           <C>       
  Operating activities:
  Net income                                                                    $     197     $    5,392
    Adjustments to reconcile net income
        to net cash provided by operating activities:
      Net gain on disposition of equipment                                            (12 )       (6,329 )
      Equity in net (income) loss from
        unconsolidated special purpose entities                                      (110 )          452
      Depreciation and amortization                                                 2,582          2,973
      Changes in operating assets and liabilities:
        Restricted cash                                                                 7             --
        Accounts receivable                                                          (210 )          507
        Prepaid expenses                                                               61             67
        Accounts payable and accrued expenses                                        (194 )         (298 )
        Due to affiliates                                                             (12 )         (446 )
        Lessee deposits and reserve for repairs                                       389            462
                                                                                -----------------------------
  Net cash provided by operating activities                                         2,698          2,780
                                                                                -----------------------------

  Investing activities:
    Payments for purchase of equipment                                                 (5 )      (13,699 )
    Investment in and equipment purchased and placed in
       unconsolidated special purpose entities                                         --        (14,240 )
    Distributions from unconsolidated special purpose entities                      1,559            397
    Payments of acquisition fees to affiliate                                          --           (675 )
    Payments of lease negotiation fees to affiliate                                    --           (150 )
    Principal payments received on direct finance lease                                38             --
    Proceeds from disposition of equipment                                            130         20,858
                                                                                -----------------------------
  Net cash provided by (used in) investing activities                               1,722         (7,509 )
                                                                                -----------------------------

  Financing activities:
    Proceeds from short-term note payable                                              --         11,220
    Payments of short-term note payable                                            (1,286 )           --
    Cash distributions paid to General Partner                                       (218 )         (219 )
    Cash distributions paid to limited partners                                    (4,144 )       (4,155 )
    Repurchase of depositary units                                                   (413 )         (374 )
                                                                                -----------------------------
  Net cash (used in) provided by financing activities                              (6,061 )        6,472
                                                                                -----------------------------

  Net (decrease) increase in cash and cash equivalents                             (1,641 )        1,743
  Cash and cash equivalents at beginning of period                                  3,017          2,600
                                                                                =============================
  Cash and cash equivalents at end of period                                    $   1,376     $    4,343
                                                                                =============================

  Supplemental information:
    Interest paid                                                               $     502     $      677
                                                                                =============================

</TABLE>



                       See accompanying notes to financial
                                  statements.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997

1.   Opinion of Management

     In the opinion of the management of PLM Financial  Services,  Inc., (FSI or
the General Partner),  the accompanying  unaudited financial  statements contain
all adjustments necessary, consisting primarily of normal recurring accruals, to
present  fairly the  financial  position  of PLM  Equipment  Growth Fund VI (the
Partnership)  as of March 31, 1997 and  December  31, 1996;  the  statements  of
income for the three months  ended March 31, 1997 and 1996,  the  statements  of
cash  flows  for the  three  months  ended  March  31,  1997 and  1996,  and the
statements of changes in partners'  capital for the period  December 31, 1995 to
March 31, 1997. Certain information and footnote  disclosures  normally included
in  financial   statements   prepared  in  accordance  with  generally  accepted
accounting  principles  have been  condensed  or omitted  from the  accompanying
financial statements.  For further information,  reference should be made to the
financial  statements  and notes thereto  included in the  Partnership's  annual
report  on Form  10-K for the  year  ended  December  31,  1996,  on file at the
Securities and Exchange Commission.

2.   Reclassification

Certain  amounts in the 1996  financial  statements  have been  reclassified  to
conform to the 1997 presentation.

3.   Repurchase of Depositary Units

Pursuant  to  the  Partnership  repurchase  plan,  at  December  31,  1996,  the
Partnership  agreed to repurchase  approximately  54,000 depositary units for an
aggregate purchase price of $0.7 million.  As of March 31, 1997, the Partnership
has repurchased  33,616  depositary units for $0.4 million.  The General Partner
anticipates  that the remaining units will be repurchased  during the next three
months.

4.   Cash Distributions

Cash distributions are recorded when paid and totaled $4.4 million for the three
months ended March 31, 1997. Cash distributions to limited partners in excess of
net income are considered to represent a return of capital.  Cash  distributions
to the limited  partners of $4.1 million and $0 for the three months ended March
31, 1997 and 1996,  respectively,  were  deemed to be a return of capital.  Cash
distributions  related to the results  from the first  quarter of 1997,  of $2.4
million,  were paid or are  payable  during  April and May  1997,  depending  on
whether the individual limited partner elected to receive a monthly or quarterly
distribution check.

5.   Investments in Unconsolidated Special Purpose Entities

The net investments in  unconsolidated  special purpose entities (USPEs) include
the following  jointly-owned  equipment (and related assets and liabilities) (in
thousands):
<TABLE>
<CAPTION>

                                                                                        March 31,          December 31,
                                                                                         1997             1996
    ---------------------------------------------------------------------------------------------------------------
     <S>                                                                            <C>               <C>       
     64% interest in a trust owning a 767-200ER commercial aircraft                 $   14,722        $   15,453
     17% interest in a trust that owns six commercial aircraft                           2,409             2,583
     50% interest in a trust that owns four commercial aircraft                          7,875             8,410
     50% interest in an entity owning a container feeder vessel                          3,267             3,197
     20% interest in an entity owning a handymax bulk carrier                            1,786             1,851
     30% interest in an entity owning a mobile offshore drilling unit                    5.991             6,196
     40% interest in two commercial aircraft on direct finance lease                     4,619             4,429
                                                                                    -----------       -----------
       Net investments                                                              $   40,669        $   42,119
                                                                                    ===========       ===========
</TABLE>

<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997

6.   General Partner and Transactions with Affiliates

Partnership  management fees payable to an affiliate of the General Partner were
$248,000 and $260,000 at March 31, 1997 and December 31, 1996, respectively. The
Partnership's  proportional share of USPE-affiliated  management fees of $45,000
and  $27,000  were  payable  as  of  March  31,  1997  and  December  31,  1996,
respectively. The Partnership's proportional share of USPE-affiliated management
fees  expense  during the three months ended March 31, 1997 and 1996 was $93,000
and $73,000,  respectively.  The Partnership's  proportional  share of USPE data
processing  and  administrative  expenses to affiliates  was $45,000 and $14,000
during  the three  months  ended  March 31,  1997 and  1996,  respectively.  The
Partnership's  proportional  share of  amounts  paid by USPEs  during  the three
months  ended March 31, 1997 and 1996,  to  Transportation  Equipment  Indemnity
Company,  Ltd. (TEI),  which provides marine insurance  coverage for Partnership
equipment  and other  insurance  brokerage  services,  was $13,000 and  $11,000,
respectively. TEI is an affiliate of the General Partner.

     The  Partnership's  proportional  share of lease  negotiation and equipment
acquisition fees,  incurred by USPEs to PLM Worldwide  Management Services (WMS)
during the three months ended March 31, 1996, was $0.6 million.  No similar fees
were incurred  during the same period of 1997. WMS is a wholly-owned  subsidiary
of PLM International, Inc.

     The balance due to affiliates at March 31, 1997,  includes $0.2 million due
to FSI and its  affiliates  for  management  fees  and  $1.9  million  due to an
affiliated  USPE.  The balance due to affiliates at December 31, 1996,  includes
$0.3 million due to FSI and its affiliates for management  fees and $1.9 million
due to an affiliated USPE.

7.   Equipment

Owned  equipment held for operating  leases is stated at cost. The components of
equipment are as follows (in thousands):

                                                  March 31,         December 31,
       Equipment held for operating leases         1997                1996
   ----------------------------------------------------------------------------
   Aircraft                                    $   11,919          $    11,919
   Marine vessels                                  41,263               41,263
   Trailers                                        17,547               17,985
   Aircraft engines and components                  6,340                6,340
   Marine containers                               16,360               16,401
   Rail equipment                                  15,648               15,643
                                               -----------         ------------
                                                  109,077              109,551
   Less accumulated depreciation                  (48,866 )            (46,544 )
                                               -----------         ------------
     Net equipment                             $   60,211          $    63,007
                                               ===========         ============

     As of March 31,  1997,  all of the  equipment  was on lease or operating in
PLM-affiliated short-term trailer rental facilities,  except for 15 railcars. At
December  31,  1996,  all  of  the  equipment  was  on  lease  or  operating  in
PLM-affiliated  short-term trailer rental  facilities,  except for six railcars.
The net book value of the  equipment off lease was $0.3 million and $0.2 million
at March 31, 1997, and December 31, 1996, respectively.

     During the three months ended March 31, 1997, the  Partnership  disposed of
or sold marine  containers  and  trailers  with an  aggregate  net book value of
$118,000 for $92,000.  In addition,  the  Partnership  entered into a sales-type
lease related to the sale of a group of trailers (see Note 8).

     During the three months ended March 31, 1996, the  Partnership  disposed of
or sold marine  containers  and a trailer  with an  aggregate  net book value of
$37,000 for proceeds of $100,000. The

<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
7.   Equipment (continued)

Partnership  also sold one marine  vessel  that was held for sale as of December
31,  1995,  with a net  book  value of $14.6  million  at the date of sale,  for
proceeds of $20.8 million. Included in the gain of $6.3 million from the sale of
the marine vessel is the unused portion of accrued drydocking of $0.1 million.

8.   Net Investment in a Sales-type Lease

During the three  months ended March 31, 1997,  the  Partnership  entered into a
sales-type  lease  related  to the  sale of a group  of  trailers.  Gross  lease
payments  of $0.3  million  are to be  received  over a 39-month  period,  which
commenced in January of 1997. The lessee has a $1 per unit buy-out option at the
lease expiration. The sale proceeds were $234,000,  resulting in a gain at lease
inception of $39,000.

     The components of the net  investment in the sales-type  lease at March 31,
1997 are as follows:

                                                                  1997
                                                             --------------
   Total minimum lease payments                              $     298,000
   Less: Unearned income                                           (77,000 )
                                                             ==============
                                                             $     221,000
                                                             ==============

     Future minimum rentals  receivable  under the sales-type lease at March 31,
1997 for the next 36 months are approximately  $75,000 in 1997; $99,000 in 1998,
$99,000 in 1999, and $25,000 in 2000.

9.   Debt

As of March 31, 1997,  the  Partnership  had repaid its $1.3  million  borrowing
under the short-term joint $50 million credit facility. Among the other eligible
borrowers,  PLM  Equipment  Growth Fund V had $1.1 million and American  Finance
Group,   Inc.  had  $22.5  million  in  outstanding   borrowings.   Neither  the
Partnership,  PLM Equipment  Growth Fund IV, PLM Equipment  Growth & Income Fund
VII, Professional Lease Management Income Fund I, L.L.C., nor TEC Acquisub, Inc.
had any outstanding borrowings.

10.  Contingencies

As more fully  described by the  Partnership in its Form 10-K for the year ended
December 31, 1996,  PLM  International,  Inc. and various of its  affiliates are
named as defendants in a lawsuit filed as a class action on January 22, 1997, in
the Circuit Court of Mobile County,  Mobile,  Alabama (Case No.  CV-97-251).  On
February 3, 1997,  the state court filed an Order  conditionally  certifying the
class  pursuant  to the  provisions  of Rule 23 of the  Alabama  Rules  of Civil
Procedure  (ARCP),  as  requested by  plaintiffs  in an ex parte motion filed on
January 22, 1997.  Defendants were not given notice of the motion, nor were they
given an  opportunity  to be heard  regarding  the  issue of  conditional  class
certification. The Order specifies that the class shall consist of (with certain
narrow   exceptions)  all  purchasers  of  limited   partnership  units  in  the
Partnership,  PLM Equipment Growth Fund IV, PLM Equipment Growth Fund V, and PLM
Equipment  Growth & Income Fund VII. In issuing the Order,  the court emphasized
that the certification is conditional in accordance with Rule 23(d) of the ARCP,
and that the plaintiffs  will bear the burden of proving each requisite  element
of  Rule  23 at the  time of the  evidentiary  hearing  on the  issue  of  class
certification.  To date, no such hearing date has been set. The defendants filed
a Notice of Removal of the  lawsuit  from the state  court to the United  States
District Court for the Southern  District of Alabama,  Southern  Division (Civil
Action No.  97-0177-BH-C)  on March 6, 1997,  arguing that the parties are fully
diverse for the purposes of diversity jurisdiction pursuant to 28 U.S.C. Section
1441.  The  plaintiffs  filed a motion to remand  the class  action to the state
court,  and defendants have responded to this motion.  Defendants do not need to
respond to the  complaint  until after the federal  court  decides the motion to
remand.  PLM  International,  Inc.  believes the  allegations  to be  completely
without merit and intends to defend this matter vigorously.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

(I)  RESULTS OF OPERATIONS

Comparison of the Partnership's Operating Results for the Three Months Ended 
March 31, 1997 and 1996

(A)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operation,  and asset-specific  insurance expenses) on owned equipment
increased during the first quarter of 1997, when compared to the same quarter of
1996.  The  following  table  presents  revenues  less direct  expenses by owned
equipment type (in thousands):
<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>            <C>        
   Aircraft and aircraft engines                                         $    921       $    1,074 
   Marine vessels                                                             894              512
   Trailers                                                                   803              775
   Rail equipment                                                             867              700
   Marine containers                                                          397              577

</TABLE>

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $0.9 million and
$24,000,  respectively,  for the three months ended March 31, 1997,  compared to
$1.2  million and  $82,000,  respectively  during the same  period of 1996.  The
decrease in aircraft  contribution  was due to the sale of two aircraft  engines
during the second quarter of 1996.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $2.3
million and $1.4  million,  respectively,  for the three  months ended March 31,
1997, compared to $1.6 million and $1.1 million,  respectively,  during the same
period of 1996.  The  increase  in  marine  vessel  contribution  was due to the
purchase  of two marine  vessels  during the first  quarter of 1996 that were on
lease  for the full  quarter  of  1997,  compared  to being on lease  for only a
partial month of the similar period of 1996.

Trailers:  Trailer lease revenues and direct expenses were $1.0 million and $0.2
million,  respectively,  for the three months ended March 31, 1997,  compared to
$1.1 million and $0.3 million,  respectively during the same period of 1996. The
number of trailers owned by the  Partnership has been declining over the past 12
months due to sales and  dispositions.  The result of this  declining  fleet has
been a decrease in trailer  contribution.  In  addition,  the  trailer  fleet is
experiencing lower utilization in the PLM affiliated short-term rental yards due
to soft market conditions.

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $1.0
million and $0.2  million,  respectively,  for the three  months ended March 31,
1997, compared to $1.0 million and $0.3 million,  respectively,  during the same
period of 1996. Although the railcar fleet remained relatively the same size for
both  quarters,  the  increase in railcar  contribution  resulted  from  running
repairs  required  on  certain  of the  railcars  in the fleet  during the first
quarter of 1996, which were not needed during the same period of 1997.

Marine containers: Marine container lease revenues and direct expenses were $0.4
million and $3,000,  respectively,  for the three  months  ended March 31, 1997,
compared to $0.6  million and $4,000,  respectively  during the same  quarter of
1996.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining over the past 12 months due to sales and  dispositions.  The result of
this declining fleet has been a decrease in marine container contribution.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $3.8  million for the quarter  ended March 31, 1997
decreased  from  $4.3  million  for the same  period  in 1996.  The  significant
variances are explained as follows:

     (a) A $0.4 million decrease in depreciation and amortization  expenses from
1996  levels  reflecting  the  sale  of  certain  assets  during  1996  and  the
double-declining balance method of depreciation.

     (b)  A  $0.2  million  increase  in  administrative  expenses  was  due  to
additional  professional services needed in order to collect balances due to the
Partnership from certain non performing lessees.

     (c) A $0.3 million  decrease in the  allowance for bad debts was due to the
collection of unpaid invoices that were previously reserved for as a bad debt.

(C)  Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of  equipment  for the first  quarter  of 1997
totaled $12,000,  and resulted from the sale of marine  containers and trailers,
with an  aggregate  net book  value of  $247,000,  for  $259,000.  For the first
quarter of 1996,  the $6.3  million  net gain on the  disposition  of  equipment
resulted  from the sale or disposal of marine  containers  and a trailer with an
aggregate  net book value of  $37,000,  for an  aggregate  sum of  $100,000,  in
addition,  the sale of one marine  vessel  that was held for sale as of December
31, 1995,  with a net book value of $14.6 million for proceeds of $20.8 million.
Included in the gain of $6.3 million  from the sale of the marine  vessel is the
unused portion of accrued drydocking of $0.1 million.

(D)  Interest and Other Income

Interest and other income  decreased  $179,000 during the first quarter of 1997,
due primarily to lower cash balances available for investment throughout most of
the quarter, when compared to the same period of 1996.

(E)  Equity in Net Income (Loss) of Unconsolidated Special Purpose Entities 
     (USPEs)

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands):
<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>              <C>         
   Aircraft                                                              $    227         $   (447 )  
   Marine vessels                                                            (107 )             26
   Mobile offshore drilling unit                                              (11 )            (31 )

</TABLE>

Aircraft:  As of March 31, 1997, the  Partnership  owned an interest in a Boeing
767  commercial  aircraft,  an interest in two  commercial  aircraft on a direct
finance lease and interests in two trusts that hold 10 commercial  aircraft.  As
of March 31, 1996, the Partnership  owned an interest in a Boeing 767 commercial
aircraft,  owned an interest in a trust that held seven commercial aircraft, and
had just purchased an interest in a trust which held five  commercial  aircraft.
During the first  quarter  of 1997,  revenues  of $1.9  million  were  offset by
depreciation and administrative expenses of $1.7 million. During the same period
of 1996,  lease  revenues  of $1.1  million  were  offset  by  depreciation  and
administrative expenses of $1.6 million.

Marine vessels: As of March 31, 1997 and 1996, the Partnership owned an interest
in two marine  vessels.  During  the first  quarter  of 1997,  revenues  of $0.4
million were offset by depreciation and administrative expenses of $0.5 million.
During  the same  period  of 1996,  revenues  of $0.3  million  were  offset  by
depreciation  and  administrative  expenses of $0.3 million.  The primary reason
revenues  increased was due to the purchase of one of the marine  vessels during
the latter half of the first quarter of 1996.  Revenues and expenses during 1997
represent a full quarter when  compared to 1996;  revenues and expenses are only
for a partial quarter.

Mobile offshore  drilling unit: As of March 31, 1997, the  Partnership  owned an
interest in a mobile offshore drilling unit (rig) which was purchased during the
fourth quarter of 1996. As of March 31, 1996, the Partnership  owned an interest
in a rig which was sold  during  the third  quarter  of 1996.  During  the first
quarter  of  1997,   revenues  of  $265,000  were  offset  by  depreciation  and
administrative expenses of $276,000. During the same period of 1996, revenues of
$276,000 were offset by depreciation and administrative expenses of $308,000.

(F)  Net Income

As a result of the foregoing,  the  Partnership's net income of $0.2 million for
the period  ended March 31,  1997,  decreased  from a net income of $5.4 million
during  the same  period in 1996.  The  Partnership's  ability  to  operate  and
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
during the  duration  of the  Partnership  is subject to many  factors,  and the
Partnership's  performance  in the  first  quarter  of 1997  is not  necessarily
indicative  of future  periods.  In the first quarter of 1997,  the  Partnership
distributed $4.1 million to the limited partners,  or $0.50 per weighted-average
depositary unit.

(II) FINANCIAL CONDITION - CAPITAL RESOURCES, LIQUIDITY, AND DISTRIBUTIONS

For the three months ended March 31, 1997, the Partnership  generated sufficient
operating  cash (net cash provided by operating  activities  plus  distributions
from unconsolidated special purpose entities) to meet its operating obligations,
maintain   working  capital   reserves,   and  maintain  the  current  level  of
distributions  (total for the three months ended March 31, 1997 of approximately
$4.4 million) to the partners, but used undistributed  available cash from prior
periods of approximately $38,000.  During the three months ended March 31, 1997,
the General Partner sold equipment for $0.1 million.

     The General  Partner  entered  into a short-term  joint $50 million  credit
facility.  As of May 13, 1997, the  Partnership did not have any borrowings with
the credit  facility,  having repaid its $1.3 million  borrowing  during January
1997, PLM Equipment  Growth Fund V had $1.1 million and American  Finance Group,
Inc. had $22.5 million in outstanding  borrowings.  Neither PLM Equipment Growth
Fund IV, PLM Equipment Growth & Income Fund VII,  Professional  Lease Management
Income Fund I, L.L.C., nor TEC Acquisub, Inc. had any outstanding borrowings.

(III)    Outlook for the Future

Several factors may affect the Partnership's  operating  performance in 1997 and
beyond,  including  changes in the markets for the  Partnership's  equipment and
changes in the regulatory environment in which that equipment operates.

     The Partnership's operation of a diversified equipment portfolio in a broad
base of markets is intended to reduce its exposure to  volatility  in individual
equipment sectors.

     The ability of the  Partnership  to realize  acceptable  lease rates on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and  government  or other  regulations.  The  unpredictability  of some of these
factors,  or of their occurrence,  makes it difficult for the General Partner to
clearly  define  trends or  influences  that may impact the  performance  of the
Partnership's  equipment.  The General  Partner  continuously  monitors both the
equipment  markets and the performance of the  Partnership's  equipment in these
markets.  The General Partner may make an evaluation to reduce the Partnership's
exposure to  equipment  markets in which it  determines  that it cannot  operate
equipment and achieve  acceptable  rates of return.  Alternatively,  the General
Partner  may  make a  determination  to  enter  equipment  markets  in  which it
perceives  opportunities  to profit from  supply/demand  instabilities  or other
market imperfections.

     The  Partnership  intends to use excess cash flow, if any, after payment of
expenses,   loan  principal,   maintain  working  capital  reserves,   and  cash
distributions,  to acquire additional  equipment during the first seven years of
Partnership operations. The General Partner believes that these acquisitions may
cause the  Partnership  to generate  additional  earnings  and cash flow for the
Partnership.







<PAGE>



                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.





<PAGE>




Pursuant  to the  requirements  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.



                          PLM EQUIPMENT GROWTH FUND VI
                          By: PLM Financial Services, Inc.
                              General Partner



Date:  May 13, 1997       By: /s/ David J. Davis
                              ------------------
                              David J. Davis
                              Vice President and
                              Corporate Controller




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           1,376
<SECURITIES>                                         0
<RECEIVABLES>                                    3,357
<ALLOWANCES>                                   (1,028)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         109,077
<DEPRECIATION>                                (48,866)
<TOTAL-ASSETS>                                 107,843
<CURRENT-LIABILITIES>                           36,631
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                      71,212
<TOTAL-LIABILITY-AND-EQUITY>                   107,843
<SALES>                                              0
<TOTAL-REVENUES>                                 5,699
<CGS>                                                0
<TOTAL-COSTS>                                    5,611
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 502
<INCOME-PRETAX>                                    197
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                197
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       197
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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