-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RLIlNjUa27tTvN2c4N/ksfdSOT1hm943mnn2zpCwiFSUsgPOEkJocW6YkgkRaWNI a9W/oMnB+Bd2lsZ0+rJewA== 0001011723-98-000060.txt : 19980518 0001011723-98-000060.hdr.sgml : 19980518 ACCESSION NUMBER: 0001011723-98-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980430 ITEM INFORMATION: FILED AS OF DATE: 19980515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WNC HOUSING TAX CREDIT FUND VI LP SERIES 5 CENTRAL INDEX KEY: 0001036500 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 330745418 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-24111 FILM NUMBER: 98623889 BUSINESS ADDRESS: STREET 1: 3158 REDHILL AVE STREET 2: STE 120 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7146625565 MAIL ADDRESS: STREET 1: 3158 REDHILL AVE STREET 2: STE 120 CITY: COSTA MESA STATE: CA ZIP: 92626 8-K 1 NONE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 1998 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5 (Exact name of registrant as specified in its charter) California 333-24111 33-0745418 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 662-5565 N/A Former name or former address, if changed since last report) 1 Item 2. Acquisition or Disposition of Assets WNC Housing Tax Credit Fund VI, L.P., Series 5 ("Series 5") has acquired Local Limited Partnership Interests in United Development Corp., L.P. - 97.1, a Tennessee limited partnership ("UNITED 97.1"); and United Development Corp., L.P. - 97.2, a Tennessee limited partnership ("UNITED 97.2"). Each of the Local Limited Partnerships owns a single-family housing development in Memphis, Tennessee (together the "Properties"). The following tables contain information concerning the Properties and the Local Limited Partnerships identified herein: LOCAL ACTUAL OR LIMITED ESTIMATED ESTIMATED PERMANENT PARTNER- PROJECT CONSTRUC- DEVELOPMENT MORTGAGE SHIP'S YEAR LOCAL NAME AND TION COST NUMBER OF BASIC LOAN ANTICIPATED CREDITS LIMITED NUMBER LOCATION COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS TO BE FIRST PARTNERSHIP OF BUILDINGS OF PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) AVAILABLE UNITED Forty Homes Memphis December $2,759,571 40 3BR $450-504 $1,065,834 $2,693,230 1998 97.1 for the (Shelby 1998 Homes STB (3) Greater County), Lemoyne Tennessee Garden's Community 40 homes (2) UNITED Mallory Memphis May 1998 $1,140,543 20 2BR $396-444 $380,392 $1,061,547 1998 97.2 Heights (Shelby Homes STB (3) Homes County), Tennessee 20 homes (4) (1) Low Income Housing Credits are available over a 10-year period. For the year in which the credit first becomes available, Series 5 will receive only that percentage of the annual credit which corresponds to the number of months during which Series 5 was a limited partner of the Local Limited Partnership, and during which the Properties were completed and in service. (2) Property designed for senior citizens and families. (3) South Trust Bank ("STB") will provide the mortgage loan for a term of 15 years at an annual interest rate of 9.5%. Principal and interest will be payable monthly, based on a 30-year amortization schedule. Outstanding principal will be due upon maturity. (4) Property designed for senior citizens.
Memphis (UNITED 97.1 and UNITED 97.2): Memphis (population 610,000) is in Shelby County, at the southwest corner of Tennessee, at the intersection of Interstate Highways 40, 55 and 240. The major employers for Memphis residents are Federal Express Corporation, the U.S. Government, and the Memphis City Board of Education. 2 LOCAL ESTIMATED GENERAL SHARING RATIOS: ACQUISITION LOCAL LOCAL PARTNER(S) SHARING ALLOCATIONS (4) AND SERIES FEES PAYABLE LIMITED GENERAL PROPERTY DEVELOPMENT RATIOS: SALE OR REFINANCING CAPITAL 5's TO FUND PARTNER PARTNERS MANAGER (1) FEE (2) CASH FLOW (3) PROCEEDS (5) CONTRIBUTIONS (6) MANAGER UNITED Harold E. Buehler $142,000 WNC: Greater 99.98/.01/.01 $1,844,678 $171,000 97.1 Buehler, Enterprises, of 20/80 Sr. and Jo Inc. (8) 15% or $5,000 Ellen LGP: 70% Schaffer The balance: Buehler (7) 20/80 UNITED Harold E. Buehler $60,000 WNC: Greater 99.98/.01/.01 $743,008 $69,000 97.2 Buehler, Enterprises, of 20/80 Sr. and Jo Inc. (8) 15% or $5,000 Ellen LGP: 70% Schaffer The balance: Buehler (7) 20/80 (1) The maximum annual management fee payable to the property manager generally is determined pursuant to lender regulations. The Local General Partner is authorized to employ either itself or one of its affiliates, or a third party, as property manager for leasing and management of the Properties so long as the fee therefore does not exceed the amount authorized and approved by the lender for the Properties. (2) The Local Limited Partnership will pay its Local General Partner or an affiliate of its Local General Partner a development fee in the amount set forth, for services incident to the development and construction of the Properties, which services include: negotiating the financing commitments for the Properties; securing necessary approvals and permits for the development and construction of the Properties; and obtaining allocations of Low Income Housing Credits. This payment will be made in installments after receipt of each installment of the capital contributions made by Series 5. (3) Reflects the amount of the net cash flow from operations, if any, to be distributed to Series 5 ("WNC") and the Local General Partner ("LGP") of the Local Limited Partnership for each year of operations. Generally, to the extent that the specific dollar amounts which are to be paid to WNC are not paid annually, they will accrue and be paid from sale or refinancing proceeds as an obligation of the Local Limited Partnership. (4) Subject to certain special allocations, reflects the respective percentage interests in profits, losses and Low Income Housing Credits of (i) Series 5, (ii) WNC Housing, L.P., an Affiliate of the Sponsor which is the special limited partner, and (iii) the Local General Partner. (5) Reflects the percentage interests of Series 5 and the Local General Partner, in any net cash proceeds from sale or refinancing of the Properties, after payment of the mortgage loan and other Local Limited Partnership obligations (see, e.g. note 3), and the following, in the order set forth: the capital contributions of Series 5; and the capital contribution of the Local General Partner. (6) Series 5 will make its capital contribution to the Local Limited Partnership in stages, with each contribution due when certain conditions regarding construction or operations of the Properties have been fulfilled. (7) Construction completion and operating deficit guarantees will be provided by Harold E. Buehler, Sr. and Jo Ellen Schaffer Buehler. Mr. and Mrs. Buehler, both age 49, have represented to Series 5 that, as of March 15, 1998, they had a net worth in excess of $9,000,000. (8) Buehler Enterprises, Inc. is a Tennessee corporation which was formed in 1984 by Harold E. Buehler, Sr. Buehler Enterprises, Inc. currently manages approximately 200 units consisting primarily of single family homes and duplexes in Memphis.
3 Item 7. Financial Statements and Exhibits a. Financial Statements of Businesses Acquired. Inapplicable. b. Proforma Financial Information Inapplicable. c. Exhibits 10.1 Amended and Restated Agreement of Limited Partnership of United Development Co., L.P. - 97.2 4 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 hereunto duly authorized. WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5 Date: May 15, 1998 By: WNC & Associates, Inc., General Partner By: /s/ JOHN B. LESTER, JR. John B. Lester, Jr., President 5 INDEX TO EXHIBITS Exhibit Number Exhibit 10.1 Amended and Restated Agreement of Limited Partnership of United Development Co., L.P. - 97.2 6 EX-10.1 2 AMENDED PARTNERSHIP AGREEMENT AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNITED DEVELOPMENT CO., L.P. - 97.2 As of this 30th day of April, 1998, the parties, having previously formed a limited partnership under the Tennessee Limited Partnership Act (the "Act") have agreed to amend and restate the Partnership Agreement as follows: RECITALS WHEREAS, on August 28, 1997, a Certificate of Limited Partnership (the "Certificate") was recorded with the Secretary of State naming United Development Corporation as the general partner (the "General Partner"). WHEREAS, United Development Co., L.P. - 97.2 (the "Partnership") was formed as a Tennessee limited partnership pursuant to an Agreement of Limited Partnership dated November 25, 1997 (the "Original Agreement") by and between Harold E. Buehler, Sr., and Jo Ellen Buehler, as the original general partners (collectively the "Original General Partner") and United Development Corporation, as the limited partner (the "Original Limited Partner"). WHEREAS, the Parties desire to amend and restate the Original Agreement to provide for (i) the withdrawal from the Partnership of the Original Limited Partner, (ii) the admission of WNC Housing Tax Credit Fund VI, L.P., Series 5, a California limited partnership, as the Investment Limited Partner, (iii) the revisal of the Original Agreement to reflect the certified General Partner as stated in the Certificate, and (iv) more fully set forth the rights and obligations of the Partners. In consideration of the mutual agreements set forth herein, it is agreed and certified, and the Original Agreement is hereby amended and restated in its entirety as follows: 1. Name. The name of the Partnership is United Development Co., L.P. - 97.2 (the "Partnership"). 2. Business. The Partnership has been organized for the following purposes: (a) To acquire the land for and develop 20 new single family housing units located in Memphis, Tennessee, and to finance, hold, own, maintain, improve, lease, operate and if appropriate, sell or dispose of such (the "Project"); (b) To perform any act necessary or convenient to accomplish, or in connection with, the foregoing purpose; and (c) To engage in any lawful act or activity for which a limited partnership may be organized under the laws of the State of Tennessee. 3. Principal Place of Business. The Partnership's principal place of business is at: 2531 Broad Avenue, Memphis, Tennessee 38112. 4. Withdrawal of Original Limited Partner and Admission of Investment Limited Partner. United Development Corporation hereby withdraws from the Partnership as a limited partner. WNC Housing Tax Credit Fund VI, L.P., Series 5, hereby is admitted as the investment limited partner (the "Investment Limited Partner") of the Partnership. 5. Name, Address and Limited Partnership's Interest of Each Partner: The names, addresses and Partnership interests of the partners of the Partnership (the "Partners") as set forth on Exhibit "A" attached hereto. 6. Term. The term of the Partnership shall be from the date hereof, until dissolution, which shall be the earliest to occur of: (a) December 31, 2055; or (b) Upon the written consent or affirmative vote of the limited partners of the Partnership (the "Limited Partners") to dissolve and terminate the Partnership; or (c) Upon the disposition of all interests in all Partnership assets; or (d) Upon the dissolution, bankruptcy, or insolvency of the General Partner or substitute General Partner. 7. Capital Contributions. The Partners have contributed the amounts described on Exhibit "A" to the capital of the Partnership. 8. Limitation on Liability of Investment Limited Partner. The liability of the Investment Limited Partner shall be limited to its capital contribution stated on Exhibit "A". The Investment Limited Partner shall have no other liability to contribute money to, or in respect of the liabilities or obligations of the Partnership, nor shall the Investment Limited Partner be personally liable for any obligations of the Partnership. The Investment Limited Partner shall not be obligated to make any loans to the Partnership. 9. Capital Account Maintenance. For all purposes of this Partnership Agreement and throughout the entire term of the Partnership, (i) capital account balances shall be maintained in accordance with the rules of Section 1.704-1(b)(2)(iv) of the Treasury Regulations, (ii) liquidating distributions shall be made in accordance with the requirements of Section 1.804-1(b) (2)(ii)(b)(2) of the Treasury Regulations and (iii) the Partnership shall comply with the qualified income offset requirements of Section 1.704-1(b) (2)(ii)(d) of the Treasury Regulations. 10. Profits, Losses and Distributions. Partnership profits and losses shall be allocated and Partnership distributions shall be made to the Partners in accordance with their Partnership interests as set forth on Exhibit "A". 11. Power and Authority of General Partner. The General Partner of the Partnership shall have complete and exclusive control over the day-to-day management of the Partnership's business and affairs, and the Investment Limited Partner shall have no right to participate in the management or conduct of the Partnership's business or affairs nor any power or authority to act for or on behalf of the Partnership in any respect whatsoever. 12. Limitation on General Partner's Power and Authority. The General Partner shall not do any of the following: (a) Act in contravention of this Agreement or the Act; (b) Act in any manner which would make it impossible to carry on the ordinary business of the Partnership; (c) Confess a judgment against the Partnership; (d) Possess Partnership property, or assign rights in specific Partnership property, for other than the exclusive benefit of the Partnership, or commingle the funds of the Partnership with the funds of any other person or entity; (e) Admit a person or entity as a General Partner or as a Limited Partner of the Partnership without the written consent or affirmative vote of the Investment Limited Partner; (f) Except in connection with the winding up of the Partnership, sell, transfer, encumber, or exchange in a single transaction or a series of transactions substantially all of the assets acquired by the Partnership without the written consent or affirmative vote of the Investment Limited Partner; or (g) Obligate the Partnership to any extraordinary or to any transaction not in normal course of the day-to-day management and operation of the Partnership's business as set forth in Section 2 hereof without the written consent or affirmative vote of the Investment Limited Partner. 13. Obligation of the General Partner. The General Partner shall be obligated to provide to the Investment Limited Partner on or before July 31, 1998: (i) all due diligence materials with respect to the Project and the Partnership required by the Investment Limited Partner and its investors and satisfactory in form and substance to the Investment Limited Partner in its sole discretion. 14. Removal of Investment Limited Partner. The Interest of the Investment Limited Partner shall be liquidated upon the General Partner's payment to the Investment Limited Partner of an amount equal to the capital contribution stated on Exhibit "A" if, on or before August 31, 1998, the Investment Limited Partner has not (i) executed a First Amended and Restated Agreement of Limited Partnership of the Partnership (the "First Amended Agreement") in a form satisfactory to the Investment Limited Partner and (ii) paid to the Partnership an initial Capital Contribution in such amount as shall be agreed to by the General Partner and the Investment Limited Partnership. Notwithstanding the foregoing, the General Partner shall not have the right to purchase the Investment Limited Partner's Interest if the delay in executing the First Amended Agreement and making an initial Capital Contribution was caused by the General Partner's failure to timely deliver the due diligence documents required by the Investment Limited Partner. 15. Amendments. This Agreement may be amended at any time by the written consent or affirmative vote of the General Partner and the Investment Limited Partner. 16. Time of Admission. For all purposes of this Agreement, including but not limited to Section 8, a Partner shall be deemed to have been admitted to the Partnership as of the first day of the month in which it becomes a Partner; provided, however, that an amendment to the Internal Revenue Code of 1986, as amended (the "Code") is adopted or if Treasury Regulations are issued which would require, in the opinion of the tax counsel to the Partnership, that a Partner be deemed admitted on a date other than as of the first day of such month, then the General Partner shall select a permitted admission date which is most favorable to a majority-in interest of the Limited Partners. 17. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date and year written above. GENERAL PARTNER United Development Corporation By: /s/ Harold E. Buehler, Sr. Harold E. Buehler, Sr., President ORIGINAL LIMITED PARTNER United Development Corporation By: /s/ Harold E. Buehler, Sr. Harold E. Buehler, Sr., President ORIGINAL GENERAL PARTNER /s/ Harold E. Buehler, Sr. Harold E. Buehler, Sr. /s/ Jo Ellen Buehler Jo Ellen Buehler INVESTMENT LIMITED PARTNER WNC Housing Tax Credit Fund VI, L.P., Series 5 By: WNC & Associates, Inc., General Partner By: /s/ David N. Shafer David N. Shafer, Senior Vice President EXHIBIT "A" TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNITED DEVELOPMENT CO., L.P. - 97.2 General Partners Partnership Capital Contribution Interest Harold E. Buehler, Sr. .01% $100 Jo Ellen Buehler 2531 Broad Avenue Memphis, Tennessee 38112 Investment Limited Partner WNC Housing Tax Credit 99.99% $100 Fund VI, L.P., Series 5 3158 Redhill Avenue Suite 120 Costa Mesa, California 92626 -----END PRIVACY-ENHANCED MESSAGE-----