September 26, 2005
Jeffrey A. Shady, Esq.
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: CONSOLIDATED CAPITAL PROPERTIES VI
INFORMATION STATEMENT ON SCHEDULE 14C
FILED SEPTEMBER 16, 2005
SEC FILE NO. 0-14099
Dear Mr. Shady:
We submit this letter in response to comments from the staff (the "Staff")
of the Securities and Exchange Commission (the "Commission"), received by a
letter dated September 22, 2005 relating to Consolidated Capital Properties VI
Schedule 14C, filed on September 16, 2005 (File No. 1-14099).
We appreciate your review comments to assist us in our compliance with the
applicable disclosure requirements and we are committed to providing you with
the information you requested on a timely basis.
Set forth below are the Staff's comments followed by our responses, which
are numbered to correspond with the numbers set forth in the Staff's comment
letter.
1. PLEASE REVISE THE INTRODUCTORY PARAGRAPH OR SUMMARY SECTION TO INDICATE
THAT UPON COMPLETION OF THE SALE OF YOUR REMAINING PROPERTY, THE
PARTNERSHIP WILL BE DISSOLVED AND ITS AFFAIRS WOUND UP.
RESPONSE: In response to the Staff's comment, we have revised the
summary section of the Information Statement on Schedule 14C.
2. WE NOTE YOUR STATEMENT IN THE THIRD PARAGRAPH ON PAGE 10 THAT THE
PARTNERSHIP INTENDS TO HOLD BACK APPROXIMATELY $30,000 TO PAY FOR COSTS
ASSOCIATED WITH LEGAL CLAIMS. WE ALSO NOTE THAT YOU WILL RESERVE PROCEEDS
FROM THE SALE OF THE PROPERTY TO COVER ADMINISTRATIVE COSTS, INCLUDING
MANAGEMENT FEES, TAXES, COST OF AUDITS, PRINTING AND MAILING AND THE
PREPARATION AND FILING OF THE PARTNERSHIP'S TAX RETURNS. PLEASE REVISE TO
ESTIMATE THE COST OF YOUR ADMINISTRATIVE EXPENSES ASSOCIATED WITH THE
LIQUIDATION AND DISSOLUTION.
RESPONSE: In response to the Staff's comment, we have revised the
third paragraph on page 10 of the Information Statement on Schedule 14C.
3. YOU INDICATE ON PAGE 6 THAT THE DISTRIBUTABLE NET PROCEEDS PER UNIT ARE
$11. PLEASE TELL US WHETHER THE $11 INCLUDES THE COSTS ASSOCIATED WITH THE
LEGAL CLAIMS AND RESERVES TO COVER THE ADMINISTRATIVE COSTS IN CONNECTION
WITH THE LIQUIDATION AND DISSOLUTION OF YOUR REMAINING PROPERTY. IF NOT,
PLEASE REVISE YOUR USE OF PROCEEDS SECTION TO ESTIMATE THOSE EXPENSES AND
PROVIDE A COMPREHENSIVE ESTIMATED DISTRIBUTABLE NET PROCEEDS PER
UNIT.
RESPONSE: The $11 of the net proceeds per unit that will be distributed to
the limited partners upon consummation of the sale of the property includes
costs associated with the legal claims and reserves to cover the administrative
costs in connection with the liquidation and dissolution of the partnership.
In connection with responding to the Staff's comments, we acknowledge
that:
- The adequacy and accuracy of the disclosure in the filing is the
responsibility of the registrant.
- The registrant acknowledges that Staff comment or changes in
response to Staff comment in the proposed disclosure in the
preliminary proxy materials do not foreclose the Commission from
taking any action with respect to the filing.
- The registrant also represents that Staff comment may not be
asserted as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United
States.
We trust that you will find the foregoing responsive to the Staff's
comments. If you have any further questions or comments, please contact Lawrence
Venick, Esq. at Loeb & Loeb LLP, counsel to the undersigned, at (310) 282-2318.
CONSOLIDATED CAPITAL PROPERTIES VI
/s/ Derek McCandless
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Derek McCandless
Assistant General Counsel
cc: Lawrence Venick, Esq.
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