<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Quarterly Report under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
For the Quarterly Period ended March 31, 1999
Commission File No. 0-19940
TMP INLAND EMPIRE VI, LTD
A CALIFORNIA LIMITED PARTNERSHIP
(Name of small business issuer as specified in its charter)
CALIFORNIA 33-0386437
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 North Parkcenter Drive, Suite 235
Santa Ana, California 92705
(Address of principal executive offices, including Zip Code)
(714) 836-5503
(Issuer's telephone number, including Area Code)
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 [ ]
Transitional Small Business Disclosure Format:____Yes__X__No
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed as a part of this form 10-QSB:
Balance Sheets as of March 31, 1999 and December 31, 1998, Statements of Income
for the three months ended March 31, 1999 and 1998, Statements of Cash Flows for
the three months ended March 31, 1999 and 1998.
The interim financial statements presented have been prepared by the Partnership
without audit and in the opinion of the management, reflect all adjustments of a
normal recurring nature necessary for a fair statement of (a) the results of
operations for the three months ended March 31, 1999 and 1998 (b) the financial
position at March 31, 1999 and (c) the cash flows for the three months ended
March 31, 1999 and 1998. Interim results are not necessarily indicative of
results for a full year.
The balance sheet presented as of December 31, 1998 has been derived from the
financial statements that have been audited by the Partnership's independent
public accountants. The financial statements and notes are condensed as
permitted by Form 10-QSB and do not contain certain information included in the
annual financial statements and notes of the Partnership. The financial
statements and notes included herein should be read in conjunction with the
financial statements and notes included in the Partnership's Form 10-KSB.
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
A California Limited Partnership
Balance Sheets
March 31, December 31,
1999 1998
(unaudited)
----------- ------------
Assets
------
<S> <C> <C>
Cash $ 3,319 $ 948
Prepaid Expenses 12,003 23,187
Investment in Unimproved Land, net 6,214,354 6,168,111
--------- ---------
Total Assets $6,229,676 $ 6,192,246
========== ===========
Liabilities and Partners' Capital
---------------------------------
Due to Affiliates (Note 5) $ 337,512 $ 143,520
Accrued Expenses & Other Current Liabilities
(Note 7) 220 26,740
Property Taxes Payable 30,088 21,046
Franchise Tax Payable 800 800
Notes Payable (Note 7) 250,000 362,719
- ------- -------
Total Liabilities 618,620 554,825
------- -------
General Partners (46,573) ( 46,309)
Limited Partners: 11,500 Equity Units
Authorized and Outstanding 5,657,629 5,683,730
--------- ---------
Total Partners Capital 5,611,056 5,637,421
--------- ---------
Total Liabilities and Partners Capital $6,229,676 $6,192,246
========== ==========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
A California Limited Partnership
Statements of Income
(unaudited)
Three Months Ende
March 31 March 31
1999 1998
---- ----
Income
- ------
<S> <C> <C>
Interest $ 16 $ ---
Total Income 16 ---
Expenses
- --------
Accounting & Financial Reporting 7,650 9,54
Outside Professional Services 6,075 25,774
General & Administrative 2,985 942
Interest 8,871 --
Total Expenses 25,581 36,261
------ ------
Loss Before Income Taxes 25,565 36,261
State Franchise Tax 800 800
--- ---
Net Loss $ 26,365 $ 37,061
======= ========
Allocation of Net Loss (Note 4):
General Partners, in the Aggregate: $ (264) $ (371)
============ ========
Limited Partners, in the Aggregate: $ (26,101) $(36,690)
============ ========
Limited Partners, per Equity Unit: $ (2.27) $ (3.19)
============ ========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD
A California Limited Partnership
Statement of Cash Flows
(unaudited)
Three Months Ended
March 31 March 31
1999 1998
---- ----
Cash Flows from Operating Activities:
<S> <C> <C>
Net Loss $ (26,365) $(37,061)
Adjustments to Reconcile Net Loss to Net Cash
Provided By (Used In) Operating Activities:
Increase in Due to Affiliates 193,992 2,430
Decrease in Prepaid Expenses 11,184 14,097
Increase (Decrease) in Accrued Expenses
& Other (26,520) 18,649
Increase in Property Taxes Payable 9,042 5,910
----- -----
Net Cash Provided By (Used In)
Operating Activities 161,333 (44,590)
------- -------
Cash Flow from Investing Activities:
Increase in Investment in Unimproved Land (46,243) (48,615)
------- -------
Net Cash Used In Investing Activities (46,243) (48,615)
Cash Flow from Financing Activities
Payments Made on Notes Payable (112,719) -------
-------- --------
Net Cash Provided By (Used In)
Financing Activities (112,719) -------
-------- --------
Increase (Decrease) in Cash 2,371 (44,590)
Cash, Beginning of Period 948 126,159
--- -------
Cash, End of Period $3,319 $81,569
====== =======
Supplemental Disclosure of Cash Flow Information:
- -------------------------------------------------
Cash Paid for Taxes $ 800 $ 800
=============== =============
Cash Paid for Interest $ 30,022 $ 13,205
=============== =============
Other Disclosures:
- ------------------
The Partnership did not engage in any non-cash investing or financing activities
during the three-month periods ended March 31, 1999 or 1998.
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1999
(Unaudited)
Note 1 - General and Summary of Significant Accounting Policies
General - TMP Inland Empire VI, Ltd. (the Partnership) was organized in 1990 in
accordance with the provisions of the California Uniform Limited Partnership Act
for the purpose of acquiring, developing and operating real property in the
Inland Empire area of Southern California.
Accounting Method - The Partnership's policy is to prepare its financial
statements on the accrual basis of accounting.
Investment in Unimproved Land - Investment in unimproved land is stated at the
lower of cost or fair value. All costs associated with the acquisition of a
property are capitalized. Additionally, the Partnership capitalizes all direct
carrying costs (such as interest and property taxes). These costs are added to
the cost of the properties and are deducted from the sales prices to determine
gains when properties are sold.
Syndication Costs - Syndication costs (such as commissions, printing, and legal
fees) totaling $1,231,617 represent costs incurred to raise capital and,
accordingly, are recorded as a reduction in partners' capital (See Note 3).
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Concentration - All unimproved land parcels held for investment are located in
the Inland Empire area of Southern California. The eventual sales price of all
parcels is highly dependent on the real estate market condition in that
geographical area. The Partnership attempts to mitigate any potential risk by
continually monitoring the market conditions and holding the land parcels
through any periods of declining market conditions.
Income Taxes - The Partnership is treated as a general and limited partnership
for income tax purposes and accordingly any income or loss is passed through and
taxable to the individual partners. Accordingly, there is no provision for
federal income taxes in the accompanying financial statements. However, the
minimum California Franchise Tax payable annually by the Partnership is $800.
New Accounting Standards - In June 1998 the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities." The new statement requires all
derivatives to be recorded on the balance sheet at fair value and establishes
new accounting rules for hedging instruments. This statement will have no effect
on the financial statements of the Partnership.
<PAGE>
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1999
(Unaudited)
Note 2 - Organization of the Partnership
The Partnership was originally formed on March 20, 1990 with TMP Properties (A
California General Partnership) and TMP Investments, Inc. (A California
Corporation) as the general partners. The partners' of TMP Properties are
William O. Passo, Anthony W. Thompson and Scott E. McDaniel. William O. Passo
and Anthony W. Thompson were the shareholders of TMP Investments, Inc. until
October 1, 1995, when they sold their shares to TMP Group, Inc. and then became
the shareholders of TMP Group, Inc.
The Partnership originally acquired eleven separate parcels of unimproved real
property in Riverside and San Bernardino Counties, California. The properties
were to be held for investment, appreciation, and ultimate sale and/or
improvement of all or portion thereof, either alone or in conjunction with a
joint venture partner. During 1995, the Partnership sold 11 acres in Palm Desert
and 42 acres in Adelanto. The land was sold at a combined loss of $386,393, but
enabled the Partnership to pay off certain notes payable and replenish cash
reserves. The Partnership carried a $248,000 note from the Adelanto sale, but as
of December 31, 1997, the Partnership had foreclosed on the note and taken back
the land.
The partnership agreement provides for two types of investments: Individual
Retirement Accounts (IRA) and others. The IRA minimum purchase requirement was
$2,000 and all others were a minimum purchase requirement of $5,000. The maximum
liability of the limited partners is the amount of their capital contribution.
Note 3 - Partners Contributions
The Partnership offered for sale 11,500 units at $1,000 each to qualified
investors. As of December 31, 1990, all 11,500 units had been sold for total
limited partner contributions of $11,500,000. There have been no contributions
made by the general partners since its formation. As described in Note 1,
syndication costs have been recorded as a reduction in partners' capital.
Note 4 - Allocation of Profits, Losses and Cash Distributions
Profits, losses, and cash distributions are allocated 99 percent to the limited
partners and 1 percent to the general partners until the limited partners have
received an amount equal to their capital contributions plus a cumulative,
non-compounded return of 6 percent per annum based on their adjusted capital
account balances. At that point, remaining profits, losses and cash
distributions are allocated 83.5 percent to the limited partners and 16.5
percent to the general partners.
There were no distributions in 1999 or 1998.
<PAGE>
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1999
(Unaudited)
Note 5 - Agreements with PacWest
In March 1998, the general partners of the Partnership entered into an agreement
(the Financing Agreement) with PacWest Inland Empire, LLC (PacWest), a Delaware
Limited Liability Company, whereby PacWest paid a total of $300,000 to the
general partners of the Partnership and ten other related partnerships (the TMP
Land Partnerships). In addition, PacWest agreed to pay up to an additional
$300,000 for any deficit capital accounts for these 11 partnerships in exchange
for the rights to distributions from the general partners; referred to as a
"distribution fee" as defined by the Financing Agreement.
Pursuant to a management, administrative, and consulting agreement (the
Management Agreement), PacWest has acquired the general partners' unsubordinated
1% interest in the Partnership and assumed responsibility for all partnership
administration while not replacing any of the general partners.
In addition, PacWest agreed to loan and/or secure a loan for the Partnership the
TMP Land Partnerships in the amount of $2,500,000. Loan proceeds will be
allocated among the 11 TMP Land Partnerships, based on partnership needs, from
recommendations made by PacWest, and under the approval and/or direction of the
general partners. Portions of these funds were loaned to the Partnership at 12%
simple interest over a 24-month period beginning April 1, 1998. The borrowings
are secured by the Partnership's properties, and funds will be loaned, as
needed, in the opinion of the general partners. These funds are not to exceed
50% of the 1997 appraised value of the properties, and will primarily be used to
pay for on-going property maintenance, reduction of existing debt, property
taxes in arrears, appropriate entitlement costs and partnership operations
PacWest, can, at their option, make additional advances with the agreement of
the general partners; however, the aggregate amount of cash loaned to the TMP
Land Partnerships is limited to a maximum of $2,500,000
In April 1998, PacWest entered into the Management Agreement with the general
partners of the Partnership to provide the Partnership with overall management,
administrative and consulting services. PacWest currently contracts with third
party service providers to perform certain of the financial, accounting, and
investor relations' services for the Partnership. PacWest will charge a fee for
its administrative services equal to an amount not to exceed the average
reimbursements to the general partners for such services over the past five
years. As of March 31, 1999, the Partnership has an amount due of approximately
$337,500 to PacWest related to the aforementioned agreements.
Note 6 - Related Party Transactions
Syndication costs (see Notes 1 and 3) netted against partners' capital
contributions include $1,150,000 of selling commissions paid in prior years to
TMP Capital Corp. for the sale of partnership units of which a portion was then
paid to unrelated registered representatives. William O. Passo and Anthony W.
Thompson were the shareholders of TMP Capital Corp. until October 1, 1995, when
they sold their shares to TMP Group, Inc.
Investment in unimproved land includes acquisition fees of $650,000 paid in
prior years to TMP Properties, TMP Investments, Inc., and the general partners,
for services rendered in connection with the acquisition of the properties.
<PAGE>
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1999
(Unaudited)
Note 7 - Notes Payable
The Partnership entered into a loan agreement with an outside party who provided
engineering services for various land parcels. The total loan amount was
originally $108,408 and due on February 28, 1998. The note was renegotiated in
1997 to a face amount of $112,719. The note was secured by a deed of trust on a
parcel of land owned by the Partnership in Adelanto, California. Interest
accrued at 10% per annum, payable upon the due date of the note. Interest
payable as of December 31, 1998 was approximately $21,000. The loan was
guaranteed by the three general partners of TMP Properties and by TMP
Properties. The note was repaid in full in February 1999.
The Partnership entered into a loan agreement with an outside party by offering
parcels owned by the Partnership as collateral. The total loan amount of
$250,000 accrues interest at 13.5% per annum, and the interest is payable
monthly. The note matures in July 1999. The note is secured by a deed of trust
on a parcel of land owned by the Partnership in Palm Desert, CA. During the
period ended March 31, 1999, approximately $8,400 of interest was paid and
capitalized to Investment in Unimproved Land.
Note 8 - Restatement and Reissuance of 1996 and 1997 financial statements
In compliance with Statement of Financial Accounting Standards No. 121
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of (SFAS 121), the 1996 financial statements reported an expense for
the decline in fair value of unimproved land of $2,013,087. It has been
determined through additional evaluation by management that certain real estate
assets required an additional valuation reserve of $2,000,000 as of December 31,
1996. Therefore, the 1996 financial statements were restated on April 8, 1999,
to reflect the value of the investment in unimproved land at the lower of cost
or market. The 1997 financial statements originally issued with the auditor's
report dated January 26, 1998 reported $1,948,003 of income due to appreciation
in fair value of land. SFAS 121 does not provide for recording appreciation in
fair value of an asset even in view of previously recording a decline in value.
Therefore, the 1997 financial statements were restated to reverse the
appreciation in fair value of land on August 3, 1998 by the predecessor
accounting firm.
Note 9 - Year 2000 Issue (unaudited
Like other organizations and individuals around the world, the Partnership could
be adversely affected if the computer systems it uses and those used by the
Partnership's major customers and vendors do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Issue." Management is assessing its computer
systems and the systems compliance issues of its major service providers. Based
on information available to management, the Partnership's major customers and
vendors are taking steps that they believe are reasonably designed to address
the Year 2000 Issue with respect to computer systems that they use. At this
time, however, there can be no assurance that these steps will be sufficient,
and the failure of a timely completion of all necessary procedures could have a
material adverse effect on the Partnership's operations. Management will
continue to monitor the status of, and its exposure to, this issue.
<PAGE>
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
For the Three Months Ended March 31, 1999
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis provides information that the
Partnership's management believes is relevant to an assessment and understanding
of the Partnership's results of operations and financial condition. This
discussion should be read in conjunction with the financial statements and
footnotes, which appear elsewhere in this report.
This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, which are subject to the "safe harbor" created
by that section. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" and similar expressions or variations of such
words are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this report.
Additionally, statements concerning future matters such as the features,
benefits and advantages of the Partnership's property regarding matters that are
not historical are forward-looking statements. Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
"Risk Factors" sections of this report. The Partnership's actual future results
could differ materially from those projected in the forward-looking statements.
The Partnership assumes no obligation to update the forward-looking statements.
Readers are urged to review and consider carefully the various disclosures made
by the Partnership in this report, which attempts to advise interested parties
of the risks and factors that may affect the Partnership's business, financial
condition and results of operations.
Results of Operations
- ---------------------
The following discussion should be read in conjunction with the attached
financial statements and notes thereto and with the Partnership's audited
financial statements and notes thereto for the fiscal year ended December 31,
1998.
During the period from inception (March 20, 1990) through December 31, 1990, the
Partnership was engaged primarily in the sale of Units of Limited Partnership
Interest and the investment of the subscription proceeds to purchase parcels of
unimproved real property. During 1997 the only cash revenues received were a
nominal amount of income from the rental of houses located on one parcel at the
time of its purchase, and interest income earned on cash reserves. During 1998
and for the three-month period ended March 31, 1999 the only revenue earned was
interest income on cash reserves.
In compliance with Statement of Financial Accounting Standards No. 121
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of (SFAS 121), the 1996 financial statements reported an expense for
the decline in fair value of unimproved land of $2,013,087. It has been
determined through additional evaluation by management that certain real estate
assets required an additional valuation reserve of $2,000,000 as of December 31,
1996. Therefore, the 1996 financial statements were restated on April 8, 1999,
to reflect the value of the investment in unimproved land at the lower of cost
or market. The 1997 financial statements originally issued with the auditor's
report dated January 26, 1998 reported $1,948,003 of income due to appreciation
in fair value of land. SFAS 121 does not provide for recording appreciation in
fair value of an asset even in view of previously recording a decline in value.
Therefore, the 1997 financial statements were restated to reverse the
appreciation in fair value of land on August 3, 1998 by the predecessor
accounting firm.
During 1995, the Partnership sold 11 acres in Palm Desert and 42 acres in
Adelanto. The land was sold at a combined loss of $386,393, but enabled the
Partnership to pay off certain notes payable and replenish cash reserves. The
Partnership carried a $248,000 note from the Adelanto sale, but as of December
31, 1997, the Partnership had foreclosed on the note and taken back the land.
The Partnership's management believes that inflation has not had a material
effect on the Partnership's results of operations or financial condition.
Fiscal Quarters Ended March 31, 1999 and 1998
- ---------------------------------------------
The Partnership had no revenue during the three-month period ended March 31,
1998. Partnership revenues during the three periods ended March 31, 1999
consisted of interest income. No properties were sold during the periods
presented.
Investing activities for the three months ended March 31, 1999 and 1998 used
approximately $46,000 and $49,000 of cash, respectively; mainly for the carrying
costs of the land held for investment. Financing activities for the three
The Partnership had eleven properties as of March 31, 1999 that are being held
for appreciation and resale. The Partnership does not intend to acquire any
additional properties. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds, less any reserves needed for operations, to
the partners.
Liquidity and Capital Resources
- -------------------------------
The Partnership has raised a total of $10,236,125, net of syndication costs,
from the sale of limited partnership units. During the period from inception
through December 31, 1997, the Partnership acquired a total of eleven properties
for all cash at a total expenditure of $10,724,808. The Partnership capitalized
the acquisition costs of the property and direct carrying costs, such as
interest and property taxes. The Partnership does not intend to acquire any
additional properties. The remaining eleven properties are being held for
resale. Upon sale, if any, the Partnership intends to distribute the sales
proceeds, less any reserves needed for operations, to the partners.
The Partnership owns land in the Riverside and San Bernardino counties. That
region of Southern California experienced a significant economic recession that
has substantially eroded the value of real estate in that area. The region is
beginning to show some signs of recovery; however, the recovery has been very
slow.
There are no current plans to further develop any of the parcels, and it is
expected that no such plans would be undertaken unless adequate funding could be
obtained, either from the sale or refinancing of parcels or from a joint venture
partner.
In March, 1998, the general partners of the Partnership entered into an
agreement (the Financing Agreement) with PacWest Inland Empire, LLC (PacWest), a
Delaware Limited Liability Company, whereby PacWest paid a total of $300,000 to
the general partners of the Partnership and ten other related partnerships (the
TMP Land Partnerships). PacWest agreed to pay up to an additional $300,000 for
any deficit capital accounts for these 11 partnerships in exchange for the
rights to distributions from the general partners; referred to as a
"distribution fee" as defined by the Financing Agreement
In addition, PacWest agreed to loan and/or secure a loan for the TMP Land
Partnerships in the amount of $2,500,000. Loan proceeds will be allocated among
the 11 TMP Land Partnerships, based on partnership needs, from recommendations
made by PacWest, and under the approval and/or direction of the General
partners. A portion of these funds were loaned to the Partnership at 12% simple
interest over a 24-month period beginning April 1, 1998. The borrowings are
secured by the Partnership's properties, and the funds will be loaned, as
needed, in the opinion of the General Partners. These funds are not to exceed
50% of the 1997 appraised value of the properties, and will primarily be used to
pay for on-going property maintenance, reduction of existing debt, property
taxes in arrears, appropriate entitlement costs and Partnership operations.
PacWest, can, at their option, make additional advances with the agreement of
the General partners. However, the aggregate amount of cash loaned to the TMP
Land Partnerships is limited to a maximum of $2,500,000
In April 1998, PacWest entered into a management, administrative and consulting
agreement (the Management Agreement) with the general partners of the
Partnership to provide the Partnership with overall management, administrative
and consulting services. PacWest currently contracts with third party service
providers to perform certain of the financial, accounting, and investor
relations services for the Partnership. PacWest is paid an annual fee of $11,256
for its administrative services.
Pursuant to the Financing Agreement, PacWest has acquired the general partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the general partners.
RISK FACTORS
Year 2000 Compliance. Many currently installed computer systems and software
products are coded to accept only two digit entries in the date code field.
Beginning in the year 2000, these date code fields will need to accept four
digit entries to distinguish 21st century dates. As a result, computer systems
and/or software used by organizations may need to be upgraded to comply with the
"Y2K" requirements. There is significant uncertainty in the software and
information services industries concerning the potential effects associated with
such compliance. While the Partnership believes that its systems are compatible
with Y2K applications, there can be no assurance that all partnership systems
will function properly in all operating environments and on all platforms. The
failure to comply with Y2K requirements by systems not designed by the
Partnership may also have a material adverse effect on the Partnership's
business, financial condition and results of operations. The Partnership has
developed and implemented a plan to identify and address potential difficulties
associated with Y2K issues and does not expect to expend any significant funds
as a result of these issues.
The Partnership utilizes a number of computer software programs and operating
systems across its organization including applications used in financial
business systems and various administrative functions. The Partnership has
established an action plan for addressing Year 2000 issues. As a general matter,
the Partnership is vulnerable to failures by third parties to address their own
Year 2000 issues. The Partnership relies heavily upon third parties for
financial services. There can be no assurance that the Partnership's suppliers
and other third parties will adequately address their Year 2000 issues, and any
such issues could have a material adverse affect upon the Partnership's
financial condition and results of operation.
The Partnership has not spent a material amount of financial resources to
remediate Year 2000 problems and does not anticipate that it will spend a
material amount of financial resources to remediate Year 2000 problems in the
future. The costs of such remediation will be part of the Partnership's general
and administrative expenses.
<PAGE>
SIGNATURES
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.
Date: JUNE 17, 1999
TMP Inland Empire VI, LTD.
A California Limited Partnership
By: TMP Investments, Inc., as General Partner
By: /S/ WILLIAM O PASSO
---------------------------------
William O. Passo, President
By: /S/ ANTHONY W THOMPSON
---------------------------------
Anthony W. Thompson, Exec. VP
By: /S/ MICHAEL SUN
---------------------------------
Michael Sun, Chief Financial Officer
By: TMP Properties, a California General
Partnership as General Partner
By: /S/ WILLIAM O PASSO
---------------------------------
William O. Passo, General Partner
By: /S/ ANTHONY W THOMPSON
---------------------------------
Anthony W. Thompson, General Partner
By: /S/ SCOTT E MCDANIEL
---------------------------------
Scott E. McDaniel, General Partner
