SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - - ----- EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 1994 -------------- OR 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 0-14332 ------- BALCOR PENSION INVESTORS-VI ------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois 36-3319330 - - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Balcor Plaza 4849 Golf Road, Skokie, Illinois 60077-9894 - - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (708) 677-2900 -------------- 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 ----- ----- BALCOR PENSION INVESTORS-VI (An Illinois Limited Partnership) BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) ASSETS 1994 1993 -------------- -------------- Cash and cash equivalents $ 42,486,477 $ 48,820,877 Restricted investment 700,000 700,000 Escrow deposits - restricted 238,983 Accounts and accrued interest receivable 2,396,684 1,798,891 Prepaid expenses 131,352 Deferred expenses, net of accumulated amortization of $624,724 in 1994 and $516,617 in 1993 1,151,679 1,194,206 -------------- -------------- 46,734,840 52,884,309 -------------- -------------- Investment in loans receivable: Loans receivable - first mortgages 9,635,000 31,272,000 Investment in acquisition loan 4,487,334 4,507,534 Less: Allowance for potential loan losses 1,308,594 1,308,594 -------------- -------------- Net investment in loans receivable 12,813,740 34,470,940 Loan in substantive foreclosure (net of allowance of $2,400,000 in 1993) 3,652,250 Real estate held for sale (net of allowance of $4,065,000 in 1994 and 1993) 140,529,817 139,802,469 Investment in joint venture with an affiliate 13,852,440 10,003,319 -------------- -------------- 167,195,997 187,928,978 -------------- -------------- $ 213,930,837 $ 240,813,287 ============== ============== LIABILITIES AND PARTNERS' CAPITAL Accounts and accrued interest payable $ 659,710 $ 428,576 Due to affiliates 427,359 154,415 Other liabilities, principally escrow liabilities and accrued real estate taxes 1,464,176 1,090,697 Security deposits 660,854 666,823 Mortgage notes payable 17,764,626 21,257,668 -------------- -------------- Total liabilities 20,976,725 23,598,179 -------------- -------------- Affiliates' participation in joint ventures 20,155,958 19,636,325 Partners' capital (1,382,562 Limited Partnership Interests issued and outstanding) 172,798,154 197,578,783 -------------- -------------- $ 213,930,837 $ 240,813,287 ============== ============== The accompanying notes are an integral part of the financial statements. BALCOR PENSION INVESTORS-VI (An Illinois Limited Partnership) STATEMENTS OF INCOME AND EXPENSES for the six months ended June 30, 1994 and 1993 (Unaudited) 1994 1993 -------------- -------------- Income: Interest on loans receivable, loans in substantive foreclosure, and from investment in acquisition loans $ 1,160,483 $ 4,642,354 Less interest on loans payable - underlying mortgages 487,837 -------------- -------------- Net interest income on loans receivable 1,160,483 4,154,517 Income from operations of real estate held for sale 5,730,775 3,542,758 Interest on short-term investments 886,119 224,601 Participation income 3,000,000 -------------- -------------- Total income 10,777,377 7,921,876 ------------- -------------- Expenses: Provision for potential losses on loans, real estate and accrued interest receivable 5,600,000 Amortization of deferred expenses 108,107 63,627 Mortgage servicing fees 36,542 98,666 Administrative 866,255 736,436 -------------- -------------- Total expenses 1,010,904 6,498,729 -------------- -------------- Income before joint venture participations 9,766,473 1,423,147 Participation in income of joint ventures - affiliates 647,398 357,071 Equity in loss from investment in acquisition loans (20,200) (25,900) Affiliates' participation in (income) loss of joint ventures (794,592) 840,864 -------------- -------------- Net income $ 9,599,079 $ 2,595,182 ============== ============== Net income allocated to General Partner $ 959,908 $ 259,518 ============== ============== Net income allocated to Limited Partners $ 8,639,171 $ 2,335,664 ============== ============== Net income per Limited Partnership Interest (1,382,562 issued and outstanding) $ 6.25 $ 1.69 ============== ============== Distributions to General Partner $ 921,708 $ 614,472 ============== ============== Distributions to Limited Partners $ 33,458,000 $ 5,530,248 ============== ============== Distributions per Limited Partnership Interest $ 24.20 $ 4.00 ============== ============== The accompanying notes are an integral part of the financial statements. BALCOR PENSION INVESTORS-VI (An Illinois Limited Partnership) STATEMENTS OF INCOME AND EXPENSES for the quarters ended June 30, 1994 and 1993 (Unaudited) 1994 1993 -------------- -------------- Income: Interest on loans receivable, loans in substantive foreclosure, and from investment in acquisition loans $ 506,066 $ 2,515,336 Less interest on loans payable - underlying mortgages 242,182 -------------- -------------- Net interest income on loans receivable 506,066 2,273,154 Income from operations of real estate held for sale 3,019,695 1,203,280 Interest on short-term investments 468,268 110,806 -------------- -------------- Total income 3,994,029 3,587,240 -------------- -------------- Expenses: Provision for potential losses on loans, real estate and accrued interest receivable 4,600,000 Amortization of deferred expenses 54,834 40,256 Mortgage servicing fees 14,832 48,349 Administrative 399,437 333,409 -------------- -------------- Total expenses 469,103 5,022,014 -------------- -------------- Income (loss) before joint venture participations 3,524,926 (1,434,774) Participation in income of joint ventures - affiliates 335,336 175,126 Equity in loss from investment in acquisition loans (10,097) (12,950) Affiliates' participation in (income) loss of joint ventures (372,738) 1,049,176 -------------- -------------- Net income (loss) $ 3,477,427 $ (223,422) ============== ============== Net income (loss) allocated to General Partner$ 347,743 $ (22,342) ============== ============== Net income (loss) allocated to Limited Partners $ 3,129,684 $ (201,080) ============== ============== Net income (loss) per Limited Partnership Interest (1,382,562 issued and outstanding) $ 2.27 $ (0.14) ============== ============== Distribution to General Partner $ 307,236 $ 307,236 ============== ============== Distribution to Limited Partners $ 16,590,744 $ 2,765,124 ============== ============== Distribution per Limited Partnership Interest $ 12.00 $ 2.00 ============== ============== The accompanying notes are an integral part of the financial statements. BALCOR PENSION INVESTORS-VI (An Illinois Limited Partnership) STATEMENTS OF CASH FLOWS for the six months ended June 30, 1994 and 1993 (Unaudited) 1994 1993 -------------- -------------- Operating activities: Net income $ 9,599,079 $ 2,595,182 Adjustments to reconcile net income to net cash provided by operating activities: Participation in income of joint ventures - affiliates (647,398) (357,071) Equity in loss from investment in acquisition loans 20,200 25,900 Affiliates' participation in loss (income) of joint ventures 794,592 (840,864) Amortization of deferred expenses 108,107 63,627 Provision for potential losses on loans, real estate and accrued interest receivable 5,600,000 Net change in: Escrow deposits - restricted 238,983 (19,951) Accounts and accrued interest receivable (597,793) 140,499 Prepaid expenses 131,352 82,890 Accounts and accrued interest payable 231,134 104,971 Due to affiliates 272,944 59,443 Other liabilities 373,479 477,869 Security deposits (5,969) 71,022 -------------- -------------- Net cash provided by operating activities 10,518,710 8,003,517 -------------- -------------- Investing activities: Distribution from joint venture partner - affiliate 450,527 236,461 Collection of principal payments on loans receivable 21,637,000 Improvements to properties (727,348) (1,178,815) Payment of deferred expenses (65,580) (291,088) -------------- -------------- Net cash provided by (used in) investing activities 21,294,599 (1,233,442) -------------- -------------- Financing activities: Distributions to Limited Partners (33,458,000) (5,530,248) Distributions to General Partner (921,708) (614,472) Distributions to joint venture partners - affiliates (413,943) (78,954) Capital contributions by joint venture partners - affiliates 138,984 268,346 Repayment of underlying loan payable (3,386,956) Principal payments on underlying loans and mortgage notes payable (106,086) (353,075) -------------- -------------- Net cash used in financing activities (38,147,709) (6,308,403) -------------- -------------- Net change in cash and cash equivalents (6,334,400) 461,672 Cash and cash equivalents at beginning of period 48,820,877 14,279,189 -------------- -------------- Cash and cash equivalents at end of period $ 42,486,477 $ 14,740,861 ============== ============== The accompanying notes are an integral part of the financial statements. BALCOR PENSION INVESTORS-VI (An Illinois Limited Partnership) NOTES TO FINANCIAL STATEMENTS 1. Accounting Policy: Several reclassifications have been made to the previously reported 1993 statements in order to provide comparability with the 1994 statements. These reclassifications have not changed the 1993 results. In the opinion of management, all adjustments necessary for a fair presentation have been made to the accompanying statements for the six months and quarter ended June 30, 1994, and all such adjustments are of a normal and recurring nature. 2. Transactions with Affiliates: Fees and expenses paid and payable by the Partnership to affiliates for the six months and quarter ended June 30, 1994 are: Paid -------------------- Six Months Quarter Payable ----------- -------- --------- Mortgage servicing fees $ 42,275 $ 22,146 $ 4,944 Property management fees 542,804 279,048 81,640 Reimbursement of expenses to the General Partner, at cost: Accounting 26,999 22,660 69,141 Data processing None None 118,852 Investor communications 4,828 4,052 11,513 Legal 8,449 7,091 30,690 Portfolio management 40,437 24,081 86,939 Other 4,936 4,143 10,922 3. Subsequent Event: In July 1994, the Partnership made a distribution of $17,973,306 ($13.00 per Interest) to the holders of Limited Partnership Interests for the second quarter of 1994. This distribution includes a regular quarterly distribution of $2.00 per Interest from Cash Flow and a special distribution of $11.00 per Interest from Mortgage Reductions received from previous loan prepayments. BALCOR PENSION INVESTORS-VI (An Illinois Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS Balcor Pension Investors - VI (the "Partnership") is a limited partnership formed in 1984 to invest in first mortgage loans and, to a lesser extent, wrap-around loans and junior mortgage loans. The Partnership raised $345,640,500 through the sale of Limited Partnership Interests and utilized these proceeds to fund thirty-one loans. Currently, the Partnership has two loans outstanding in its portfolio, owns eleven properties acquired through foreclosure and holds minority joint venture interests with affiliates in three additional properties. The Partnership reclassified its investment in the loan collateralized by the 45 West 45th Street Office Building to an investment in joint venture with affiliates effective January 1994. In addition, the Northgate and Gatewood apartment complexes loans are classified as real estate held for sale. Inasmuch as the management's discussion and analysis below relates primarily to the time period since the end of the last fiscal year, investors are encouraged to review the financial statements and the management's discussion and analysis contained in the annual report for 1993 for a more complete understanding of the Partnership's financial position. Operations - - ---------- Summary of Net Income - - --------------------- The Partnership recognized a provision for potential losses on loans and real estate during the six months and quarter ended June 30, 1993, but not during the same periods in 1994. This was the primary reason for the increase in net income during the six months and quarter ended June 30, 1994 as compared to the same periods in 1993. The 1993 and 1994 loan prepayments resulted in a decrease in net interest income on loans receivable, which partially offset the increase in net income. In February 1994, the Partnership received significant participation income in connection with the prepayment of the loans collateralized by the Breckenridge and Highland Green apartment complexes which contributed to the increase in net income during the six months ended June 30, 1994. Further discussion of the Partnership's operations is summarized below. 1994 Compared to 1993 - - --------------------- As a result of the 1993 prepayment of the Miami Free Zone, Pinellas Cascade, Land of Lakes Pinellas Park and Skyway, Mariwood and Hickory Knoll loans and the 1994 prepayment of the Breckenridge and Highland Green loans, interest income on loans receivable, and consequently mortgage servicing fees, decreased during the six months and quarter ended June 30, 1994 as compared to the same periods in 1993. Interest on loans payable - underlying mortgages ceased in 1994 due to the prepayment of the Miami Free Zone loan in December 1993. Income from operations of real estate held for sale represents the net property operations of the following properties: Occupancy Date of Percent at Property Acquisition June 30, 1994 - - -------- -------------------------------- Hammond Aire Plaza Shopping Center December 1987 92% Park Central Office Building April 1988 93% Brookhollow/Stemmons Center Office Complex August 1990 89% Hawthorne Heights Apartments September 1990 98% Flamingo Pines Shopping Center October 1990 95% Perimeter 400 Center Office Complex December 1990 98% Symphony Woods Office Center September 1991 78% Sun Lake Apartments December 1991 98% 420 North Wabash Office Building October 1992 83% Woodscape Apartments December 1992 96% Shoal Run Apartments December 1992 98% Northgate Apartments October 1993 92% Gatewood Apartments October 1993 92% The properties owned by the Partnership at June 30, 1994 comprise approximately 53% of the Partnership's portfolio based on original funds advanced. Income from operations of real estate held for sale increased during the six months and quarter ended June 30, 1994 as compared to the same periods in 1993 due to the acquisition of the Northgate and Gatewood apartment complexes and improved operations at eight of the properties, but primarily at the Perimeter 400 Center Office Complex resulting from significant leasing activity in 1993. The December 1993 and February 1994 loan prepayments resulted in an increase in cash available for investment and correspondingly, an increase in interest income on short-term investments during the six months and quarter ended June 30, 1994 as compared to the same periods in 1993. Participation income is recognized from participations in cash flow from properties securing certain of the Partnership's loans. The Partnership's loans generally bear interest at contractually fixed interest rates. Some loans also provide for additional interest in the form of participations, usually consisting of either a share in the capital appreciation of the property securing the Partnership's loan and/or a share in the increase of gross income of the property above a certain level. The Partnership received participation income totaling $3,000,000 in connection with the February 1994 prepayments of the loans collateralized by the Breckenridge and Highland Green apartment complexes. The allowance for potential losses provides for potential loan losses and is based upon loan loss experience for similar loans and for the industry, upon prevailing economic conditions and the General Partner's analysis of specific loans in the Partnership's portfolio. A provision for potential losses was not recognized during the six months ended June 30, 1994. While actual losses may vary from time to time because of changes in circumstances (such as occupancy rates, rental rates, and other economic factors), the General Partner believes that adequate recognition has been given to loss exposure in the portfolio at June 30, 1994. During 1993, the Partnership incurred leasing commissions in connection with leases signed at the Perimeter 400 Center and Brookhollow/Stemmons Center office complexes and the Park Central and 420 N. Wabash office buildings which resulted in an increase in amortization of deferred expenses during the six months and quarter ended June 30, 1994 as compared to the same periods in 1993. As a result of higher accounting and portfolio management fees and bank charges, administrative expenses increased during the six months and quarter ended June 30, 1994 as compared to the same periods in 1993. Participation in income of joint ventures with affiliates represents the Partnership's 44.63% share of the operations of the Sand Pebble Village and Sand Pebble Village II apartment complexes, and the Partnership's investment in the loan collateralized by the 45 West 45th Street Office Building which was reclassified to an investment in joint venture with an affiliate effective January 1994. The Partnership purchased its share of Sand Pebble Village II in October 1993. As a result of the reclassification of the 45 West 45th Street loan and the purchase of Sand Pebble Village II, both of which generated income in 1994, income from joint ventures with affiliates increased during the six months and quarter ended June 30, 1994 as compared to the same periods in 1993. Affiliates' participation in joint ventures represents the affiliates' shares of income or loss at the Sun Lake Apartments, Perimeter 400 Center Office Complex and Brookhollow/Stemmons Center Office Complex. The Partnership incurred significant leasing costs at the Perimeter 400 Center during 1993, which resulted in improved operations at the property during 1994. In addition, the Partnership recognized a decline in the fair value of the Brookhollow/Stemmons Center during the second quarter of 1993. As a result of the combined effect of these events, the affiliates recognized a participation in income of joint ventures during the six months and quarter ended June 30, 1994 as compared to a loss during the same periods in 1993. Liquidity and Capital Resources - - ------------------------------- The cash or near cash position of the Partnership decreased as of June 30, 1994 when compared to December 31, 1993. The Partnership's operating activities include cash flow from the operations of the Partnership's real estate held for sale, participation income from the loan prepayments and interest income from the Partnership's remaining loans. This cash flow, along with interest earned on short-term investments, was used in part to pay Partnership administrative expenses and mortgage servicing fees. The Partnership received funds from investing activities relating primarily to two loan prepayments in February 1994 and used a portion of these funds for improvements to certain properties. The Partnership's financing activities included distributions to Partners, the payment of principal on the underlying loans and mortgage notes payable and the prepayment of the underlying mortgage loan collateralized by the Woodscape Apartments. Currently, the Partnership holds approximately $14,373,000 of Mortgage Reductions from previous loan prepayments. The Partnership made special distributions of Mortgage Reductions of approximately $11,337,000, $13,826,000 and $15,208,000 in January, April and July 1994, respectively. The remaining Mortgage Reductions have been retained while the Partnership analyzes future working capital requirements. The Partnership classifies the cash flow performance of its properties as either positive, a marginal deficit, or a significant deficit. A deficit is considered significant if it exceeds $250,000 annually or 20% of the property's rental and service income, each after consideration of debt service. During the six months ended June 30, 1994, all of the Partnership's thirteen properties generated positive cash flow. The Partnership assumed management of the Northgate and Gatewood apartment complexes in October 1993, and these properties generated positive cash flow during 1994. Significant leasing costs were incurred in 1994 at the Brookhollow/Stemmons Center Office Complex to lease vacant space and renew existing tenant leases which were scheduled to expire. These non-recurring expenditures were not included in classifying the cash flow performance of the property. Had these costs been included, this property would have been classified as generating a significant deficit during 1994. During the six months ended June 30, 1993, nine of the Partnership's twelve properties generated positive cash flow. Winchester Mall, which was sold in September 1993, generated a marginal cash flow deficit during the first six months of 1993. The Woodscape Apartments, which had underlying debt until the loan collateralized by the property was prepaid in May 1994, generated positive cash flow during the first six months of 1994 as compared to a marginal deficit during the same period in 1993. In addition, the Sun Lake Apartments generated positive cash flow during the first six months of 1994 as compared to a marginal deficit during the same period in 1993. The improvement in operations at these properties is due to increased rental income in 1994 and decreased repair and maintenance and painting and cleaning expenditures. The Partnership holds minority joint venture interests in three properties, all of which generated positive cash flow during the six months ended June 30, 1994. Sand Pebble Village Apartments, which was acquired by the Partnership through foreclosure in July 1992, also generated positive cash flow during the six months ended June 30, 1993. The Partnership purchased a minority joint venture interest in the Sand Pebble Village II Apartments in October 1993, and reclassified its investment in the loan collateralized by the 45 West 45th Street Office Building to an investment in joint venture with an affiliate effective January 1994. The General Partner is continuing its efforts to maintain high occupancy levels, while increasing rents where possible, and to monitor and control operating expenses and capital improvement requirements at the properties. The General Partner will also examine the terms of any mortgage loans collateralized by its properties, and may refinance or, in certain instances, use Partnership reserves to repay such loans. The Partnership and three affiliated partnerships (the "Participants") funded a $23,000,000 mortgage loan collateralized by the 45 West 45th Street Office Building located in New York, New York. The Partnership funded $9,500,000 of the total loan amount for a participating percentage of approximately 41%. In September 1991, the loan was placed in default. The Participants intend to file foreclosure proceedings during 1994. Because of the current weak real estate markets in certain cities and regions of the country, attributable to local and regional market conditions such as overbuilding and recessions in local economies and specific industry segments, certain borrowers have requested that the Partnership allow prepayment of mortgage loans. The Partnership has allowed some of these borrowers to prepay such loans, in some cases without assessing prepayment premiums, under circumstances where the General Partner believed that refusing to allow such prepayments would ultimately prove detrimental to the Partnership because of the likelihood that the properties would not generate sufficient revenues to keep loan payments current. In other cases, borrowers have requested prepayment in order to take advantage of lower available interest rates. In these cases, the Partnership has collected substantial prepayment premiums. In February 1994, the borrower of the loan collateralized by the Breckenridge Apartments located in Richmond, Virginia prepaid the loan in full in the amount of $15,782,123, comprised of the original funds advanced on the loan ($13,737,000), unpaid interest thereon ($140,423), and additional interest ($1,904,700). In February 1994, the borrower of the loan collateralized by the Highland Green Apartments located in Raleigh, North Carolina prepaid the loan in full in the amount of $9,023,389, comprised of the original funds advanced on the loan ($7,900,000), unpaid interest thereon ($28,089), and additional interest ($1,095,300). In February 1994, the Partnership entered into a contract for the sale of the Hammond Aire Plaza Shopping Center. The purchaser failed to satisfy the terms of the agreement and the contract was terminated. The Partnership will retain $25,000 of earnest money, including accrued interest thereon, previously received from the purchaser. See Item 5. Other Information for additional information. In May 1994, the Partnership prepaid the underlying mortgage loan of $3,386,956 collateralized by the Woodscape Apartments located in Raleigh, North Carolina and paid a prepayment premium of $101,609. In July 1994, the Partnership purchased an out parcel of land at the Flamingo Pines Shopping Center for approximately $280,000. The loan collateralized by the Noland Fashion Square Shopping Center has been recorded by the Partnership as an investment in acquisition loan. The Partnership has recorded its share of the collateral property operations as equity in loss from investment in acquisition loan. The Partnership's share of the loss has no effect on the cash flow of the Partnership, and amounts representing contractually required debt service are recorded as interest income. Distributions to Limited Partners can be expected to fluctuate for various reasons. Loan prepayments and repayments can initially cause Cash Flow to increase as prepayment premiums and participations are paid; however, thereafter prepayments and repayments will have the effect of reducing Cash Flow. If such proceeds are distributed, Limited Partners will have received a return of capital and the dollar amount of Cash Flow available for distribution thereafter can be expected to decrease. Distribution levels can also vary as loans are placed on non-accrual status, modified or restructured and, if the Partnership has taken title to properties through foreclosure or otherwise, as a result of property operations. In July 1994, the Partnership paid a distribution of $17,973,306 ($13.00 per Interest) to the holders of Limited Partnership Interests for the second quarter of 1994. This distribution includes a regular quarterly distribution of $2.00 per Interest from Cash Flow and a special distribution of $11.00 per Interest from Mortgage Reductions received from previous loan prepayments. The level of the regular quarterly distribution is consistent with the amount distributed for the first quarter of 1994. During the quarter ended June 30, 1994 the Partnership also paid $230,427 to the General Partner as its distributive share of the Cash Flow distributed for the first quarter of 1994 and made a contribution to the Early Investment Incentive Fund in the amount of $76,809. During the six months ended June 30, 1994, the General Partner used amounts placed in the Early Investment Incentive Fund to repurchase 6,834 Interests from Limited Partners for a total cost of $889,787. The Partnership expects to continue making cash distributions from the Cash Flow generated from property operations less payments on the underlying loans, fees to the General Partner and administrative expenses and by the receipt of mortgage payments. The level of future distributions is dependent on cash flow from property operations and the receipt of interest income from mortgage loans. The General Partner, on behalf of the Partnership, has retained what it believes is an appropriate amount of working capital to meet current cash or liquidity requirements which may occur. Inflation has several types of potentially conflicting impacts on real estate investments. Short-term inflation can increase real estate operating costs which may or may not be recovered through increased rents and/or sales prices depending on general or local economic conditions. In the long-term, inflation can be expected to increase operating costs and replacement costs and may lead to increased rental revenues and real estate values. The Partnership's use of equity participations for loans receivable is intended to provide a hedge against the impact of inflation; sharing in cash flow or rental income and/or the capital appreciation of the properties collateralizing the loans should result in increases in the total yields on the loans as inflation rates rise. BALCOR PENSION INVESTORS-VI (An Illinois Limited Partnership) PART II - OTHER INFORMATION Item 5. Other Information - - ------------------------- Hammond Aire Plaza - - ------------------ As previously reported, on February 24, 1994, the Partnership contracted to sell the Hammond Aire Plaza Shopping Center for a sale price of $16,300,000. The purchaser failed to satisfy the terms of the agreement of sale, the closing did not occur and the contract was terminated. The $25,000 in earnest money previously deposited and interest accrued thereon will be paid to the Partnership. Item 6. Exhibits and Reports on Form 8-K - - ----------------------------------------- (a) Exhibits: (4) Form of Subscription Agreement previously filed as Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-11 dated January 4, 1985 (Registration No. 2-93840) and Form of Confirmation regarding Interests in the Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for the quarter ended June 30, 1992 (Commission File No. 0-14332) are incorporated herein by reference. (b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter ended June 30, 1994. 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. BALCOR PENSION INVESTORS-VI By: /s/Thomas E. Meador ----------------------------- Thomas E. Meador President and Chief Executive Officer (Principal Executive Officer) of Balcor Mortgage Advisors-VI, the General Partner By: /s/Allan Wood ----------------------------- Allan Wood Executive Vice President, and Chief Accounting and Financial Officer (Principal Accounting and Financial Officer) of Balcor Mortgage Advisors-VI, the General Partner Date: August 12, 1994 ---------------------------