UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 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 September 30, 2002
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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 33-19811
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DIVERSIFIED HISTORIC INVESTORS VI
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2492210
- -------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1521 Locust Street, Philadelphia, PA 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 557-9800
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N/A
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(Former name, former address and former fiscal year, if changed
since last report)
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
------ ------
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
----- -----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
DIVERSIFIED HISTORIC INVESTORS VI
(a Pennsylvania limited partnership)
CONSOLIDATED BALANCE SHEETS
---------------------------
Assets
September 30, 2002 December 31, 2001
------------------ -----------------
(Unaudited)
Rental properties, at cost:
Land $ 1,086,228 $ 950,238
Buildings and improvements 22,076,586 27,280,952
Furniture and fixtures 977,356 970,440
------------ -----------
24,140,170 29,201,630
Less - accumulated depreciation (11,891,288) (14,365,627)
------------ -----------
12,248,882 14,836,003
Cash and cash equivalents 53,614 38,973
Restricted cash 311,813 305,995
Accounts receivable 45,081 54,382
Investment in affiliate 0 (59,113)
Other assets (net of amortization
of $742,454 and $852,676) 453,374 394,825
------------ -----------
Total $ 13,112,764 $15,571,065
============ ===========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $ 11,620,524 $16,616,789
Accounts payable:
Trade 1,393,667 1,423,037
Taxes 6,797 21,780
Related parties 403,813 481,605
Other 49,290 28,717
Interest payable 858,102 2,022,602
Tenant security deposits 167,264 134,443
Advances 63,286 35,720
------------ -----------
Total liabilities 14,562,743 20,764,693
Minority interest 3,752,862 0
Partners' deficit (5,202,841) (5,193,628)
------------ -----------
Total $ 13,112,764 $15,571,065
============ ===========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VI
(a Pennsylvania limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
Three months Nine months
ended September 30, ended September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues:
Rental income $ 559,404 $580,772 $1,711,708 $1,814,518
Other income 3,724 0 9,165 3,916
Interest income 375 930 1,831 3,714
Gain on sale of
investment 0 0 84,113 0
---------- -------- ---------- ----------
Total revenues 563,503 581,702 1,806,817 1,822,148
---------- -------- ---------- ----------
Costs and expenses:
Rental operations 269,051 226,963 954,587 950,167
Interest 647,807 257,710 1,186,017 849,557
Bad debt 0 0 5,078 0
Depreciation and
amortization 293,530 328,705 777,657 942,642
---------- -------- ---------- ----------
Total costs and
expenses 1,210,388 813,378 2,923,339 2,742,366
---------- -------- ---------- ----------
Loss before minority
interest and equity
in affiliate (646,885) 231,676 (1,116,522) (920,218)
Minority interest 39,689 0 39,689 0
Equity in net loss of
affiliate 0 4,952 0 (12,529)
---------- -------- ---------- ----------
Net loss before
extraordinary item (607,196) (236,628) (1,076,833) (932,748)
Extraordinary gain on
extinguishment of debt 0 0 1,067,620 0
---------- -------- ---------- ----------
Net loss ($ 607,196) ($236,628) ($ 9,213) ($ 932,748)
========== ======== ========== ==========
Net loss per limited
partnership unit:
Loss before minority
interest and equity
in affiliate ($ 25.15) ($ 9.01) ($ 43.41) ($ 35.78)
Minority Interest 1.54 0.00 1.54 0.00
Equity in net loss
of affiliate 0.00 (0.19) 0.00 (.49)
Extraordinary gain 0.00 0.00 41.51 0.00
---------- -------- ---------- ----------
Net loss ($ 23.61) ($ 9.20) ($ 0.36) ($ 36.27)
========== ======== ========== ==========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VI
(a Pennsylvania limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
Nine months ended
September 30,
2002 2001
---- ----
Cash flows from operating activities:
Net loss ($ 9,213) ($932,748)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 777,657 942,643
Gain on sale of investment (84,113) 0
Extraordinary gain on
extinguishment of debt (1,067,620) 0
Equity in loss of affiliate 0 12,529
Minority Interest (39,689) 0
Changes in assets and liabilities:
(Increase) decrease in restricted cash (25,011) 36,287
(Increase) decrease in other assets (214,887) 27,069
Decrease in accounts payable taxes 0 (5,520)
Increase in accounts payable - trade 51,111 20,532
Increase in accounts payable -
related parties 92,081 11,262
Increase in accounts payable - other 26,219 4,447
(Decrease) increase in interest payable (564,229) 84,585
Increase in tenant security deposits 33,719 9,538
Increase in Advances 28,766 0
---------- --------
Net cash (used in) provided by
operating activities (995,209) 210,624
---------- --------
Cash flows from investing activities:
Capital expenditures (1,367,361) (3,722)
---------- --------
Net cash used in investing activities (1,367,361) (3,722)
---------- --------
Cash flows from financing activities:
Proceeds from debt obligations 4,930,000 0
Payments of principal under
debt obligations (2,552,789) (189,299)
---------- --------
Net cash provided by (used in)
financing activities 2,377,211 (189,299)
---------- --------
Increase in cash and cash equivalents 14,641 17,603
Cash and cash equivalents at
beginning of period 38,973 46,215
---------- --------
Cash and cash equivalents at
end of period $ 53,614 $ 63,818
========== ========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VI
(a Pennsylvania limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The unaudited consolidated financial statements of Diversified
Historic Investors VI (the "Registrant") and related notes have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations. The accompanying
consolidated financial statements and related notes should be read in
conjunction with the audited financial statements and notes thereto
contained in the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001.
The information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a
fair presentation of the results of the interim periods presented.
NOTE 2- EXTRAORDINARY GAIN
Strehlow Terrace Apartments was foreclosed by the Department
of Housing and Urban Development, the guarantor of the first mortgage,
on April 30, 2002. As a result, the Registrant recognized a net
extraordinary gain on foreclosure of $1,067,620 which is the excess of
the debt on the property over the net book value of the assets.
NOTE 3 - GAIN ON SALE
On June 30, 2002, the Registrant sold its investment in
Saunders Apartments for 25,000. As a result, the Registrant
recognized a gain on the sale in the amount of $84,113. The net
proceeds from the sale were used to pay accrued expenses of the
Registrant.
NOTE 4 - MINORITY INTEREST IN FIREHOUSE SQUARE
On September 26, 2002, the Firehouse Square first mortgage
was refinanced with a temporary bridge loan and the net proceeds were
used to partially repay the second mortgage on the property. In
exchange for a 20% ownership interest in Firehouse Square, the second
mortgagee contributed the balance of the second mortgage to capital
and cancelled its loan. The permanent financing closed January 31,
2003.
NOTE 5 - PURCHASE OF PROPERTY
On October 1, 2002, the Registrant purchased a property,
4258 Main Street, Philadelphia, PA. The purchase was closed with 100
% of the proceeds from a first mortgage on the property.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(1) Liquidity
As of September 30, 2002, Registrant had cash of $53,614.
Cash generated from operations is used primarily to fund operating
expenses and debt service. If cash flow proves to be insufficient,
the Registrant will attempt to negotiate loan modifications with the
various lenders in order to remain current on all obligations. The
Registrant is not aware of any additional sources of liquidity.
As of September 30, 2002, Registrant had restricted cash of
$311,813 consisting primarily of funds held as security deposits,
replacement reserves and escrows for taxes and insurance. As a
consequence of the restrictions as to use, Registrant does not deem
these funds to be a source of liquidity.
In recent years the Registrant has realized significant
losses, including the foreclosure of three properties and a
substantial reduction of interest in a fourth property. All remaining
properties are able to pay their operating expenses and debt service
including one of the six properties where the mortgage is a cash-flow
mortgage, requiring all available cash after payment of operating
expenses to be paid to the first mortgage holder. None of the
properties are currently producing a material amount of revenues in
excess of operating expenses and debt service. Therefore, it is
unlikely that any cash will be available to the Registrant to pay its
general and administrative expenses.
It is the Registrant's intention to continue to hold the
properties until they can no longer meet the debt service requirements
and the properties are foreclosed, or the market value of the
properties increases to a point where they can be sold at a price
which is sufficient to repay the underlying indebtedness (principal
plus accrued interest).
Strehlow Terrace Apartments was foreclosed by the Department
of Housing and Urban Development, the guarantor of the first mortgage,
on April 30, 2002. As a result, the Registrant recognized a net
extraordinary gain on foreclosure in the amount of $1,067,620 which is
the excess of the debt on the property over the net book value of the
assets.
On June 30, 2002, the Registrant sold its investment in
Saunders Apartments. As a result, the Registrant recognized a gain on
the sale in the amount of $84,113. The net proceeds from the sale
were used to pay accrued expenses of the Registrant.
On September 26, 2002, the Firehouse Square first mortgage
was refinanced with a temporary bridge loan and the net proceeds were
used to partially repay the second mortgage on the property. In
exchange for a 20% ownership interest in Firehouse Square, the second
mortgagee contributed the balance of the second mortgage to capital
and cancelled its loan. The permanent financing closed January 31,
2003.
On October 1, 2002, the Registrant purchased a property,
4258 Main Street, Philadelphia, PA. The property is contiguous to
Canal House. The purchase was closed with 100% of the proceeds from a
first mortgage on the property
(2) Capital Resources
Any capital expenditures needed are generally replacement
items and are funded out of cash from operations or replacement
reserves, if any. Registrant is not aware of any factors which would
cause historical capital expenditure levels not to be indicative of
capital requirements in the future and accordingly, does not believe
that it will have to commit material resources to capital investment
for the foreseeable future.
(3) Results of Operations
During the third quarter of 2002, Registrant incurred a net
loss of $607,196 ($23.61 per limited partnership unit) compared to a
net loss of $236,628 ($9.20 per limited partnership unit) for the same
period in 2001. For the first nine months of 2002, the Registrant
incurred a net loss of $9,213 ($0.36 per limited partnership unit)
compared to a net loss of 932,748 ($36.27 per limited partnership
unit) for the same period in 2001. Included in net income for the
first nine months of 2002 is a gain of $84,113 on the sale of the
investment in Saunders Apartments and an extraordinary gain of
$1,067,620 on the foreclosure of Strehlow Terrace Apartments.
Rental income decreased $21,368 from $580,772 in the third
quarter of 2001 to $559,404 in the same period of 2002 and for the
first nine months decreased $102,811 from $1,814,518 in the first nine
months of 2001 to $1,711,707 in the same period in 2002. The decrease
from the third quarter and the first nine months of 2001 to the same
periods in 2002 is due to the foreclosure of Strehlow Terrace,
partially offset by increases at Firehouse Square, Canal House,
Roseland, 4258 Main Street and Mater Dolorosa. The increases at
Firehouse Square and Canal House are due to increases in average
rental rates.
Rental operations expense increased $42,088 from $226,963 in
the third quarter of 2001 to $269,051 in the same period of 2001 and
for the first nine months increased $4,420 from $950,167 in 2001 to
$954,587 in the same period of 2002. The increase in rental
operations expense from the third quarter and the first nine months of
2001 to the same period in 2002 is due to an increase in insurance
expense, maintenance expense, legal and accounting, commission expense
and advertising expense partially offset by a decrease in wages and
salaries expense, management fees and utilities expense. The increase
in insurance expense at the Registrant's properties is due to
insurance market conditions. The increase in maintenance expense,
commission expense and advertising expense was due to increased
apartment turnover at Canal House, 4258 Main Street, Firehouse Square
and Mater Dolorosa partially offset by a decrease in maintenance
expense at Strehlow Terrace due to foreclosure of the property. The
decrease in wages and salaries expense is due to a decrease in
contract security payroll at Mater Dolorosa. The decrease in
management fees and utilities expense is due to decreases at Mater
Dolorosa, Roseland and Strehlow partially offset by an increase at
Firehouse Square.
Interest expense increased by $390,096 from $257,710 in the
third quarter of 2001 to $647,807 in the same period in 2002 and
increased $336,460 from $849,557 in the first nine months of 2001 to
$1,186,017 for the same period in 2002. The increase from the third
quarter and the first nine months of 2001 to the same period in 2002
is due to an increase in interest expense at Firehouse Square and 4258
Main Street, partially offset by decreases at Mater Dolorosa, Strehlow
and Roseland. The increase at Firehouse Square is due to a prepayment
penalty incurred upon the refinance of the first mortgage. The
decrease at Mater Dolorosa is due to the decrease in the principal
balance on which interest is calculated. The decrease in interest
expense at Strehlow is due to the foreclosure of the property.
Losses incurred during the quarter at the Registrant's
properties were to $633,000, compared to a loss of approximately
$233,000 for the same period in 2001. For the first nine months of
2002 the Registrant's properties recognized income of $156,000
compared to a loss of approximately $933,000 for the same period in
2001.
In the third quarter of 2002, Registrant incurred a loss of
$547,000 at Firehouse Square including $130,000 of depreciation and
amortization expense, compared to a loss of $82,000 including $87,000
of depreciation and amortization expense in the third quarter of 2001
and, for the first nine months of 2002, incurred a loss of $747,000
including $285,000 of depreciation and amortization expense, compared
to a loss of $272,000, including $217,000 of depreciation and
amortization expense for the same period of 2001. The increase in the
loss from the third quarter and the first nine months of 2001 to the
same period in 2002 is due to an increase in maintenance expense and
interest expense, partially offset by an increase in rental income.
The increase in maintenance expense is due to an increase in
maintenance service and roof repairs. The increase in interest
expense is due to a prepayment penalty incurred upon the refinance of
the first mortgage. The increase in rental income is due to an
increase in average rental rates.
In the third quarter of 2002, Registrant incurred a loss of
$5,000 at 4258 Main Street. The Registrant purchased the property
October 1, 2002.
In the third quarter of 2002, Registrant incurred a loss of
$70,000 at Canal House including $100,000 of depreciation and
amortization expense, compared to a loss of $68,000 including $113,000
of depreciation expense in the third quarter of 2001. The increase in
loss from the third quarter of 2001 to the same period in 2002 is due
to an increase in maintenance and utilities expense, partially offset
by an increase in rental income. The increase in maintenance expense
is due to an increase in maintenance service and appliance repairs
expense. The increase in utilities expense is due to an increase in
electric, water and sewer charges. The increase in rental income is
due to an increase in average occupancy (93% to 94%).
In the first nine months of 2002, the Registrant incurred a
loss of $315,000 at Canal House including $300,000 of depreciation and
amortization expense, compared to a loss of $343,000, including
$339,000 of depreciation expense for the same period in 2001. The
decrease in the loss from the first nine months of 2001 to the same
period in 2002 is due to an increase in rental income and decreases in
utilities expense and miscellaneous operating expenses. The increase
in rental income is due to an increase in average occupancy (93% to
94%). The decrease in utilities expense is due to a decrease in
electricity charges. The decrease in miscellaneous operating expenses
is due to a decrease in travel expense and office expense.
In the third quarter of 2002, the Registrant incurred a loss
of $0 at Strehlow Terrace, compared to a loss of $41,000 including
$60,000 of depreciation expense in the third quarter of 2001. The
decrease in loss for the third quarter of 2001 to the same period in
2002 is due to the foreclosure of the property in the second quarter
of 2002.
In the first nine months of 2002, the Registrant recognized
income of $1,282,000 at Strehlow Terrace, compared to a loss of
$152,000, including $181,000 of depreciation and amortization expense
for the same period in 2001. The decrease in loss for the first nine
months of 2001 to the same period in 2002 is due to the foreclosure of
the property in the second quarter of 2002.
In the third quarter of 2002, Registrant recognized income
of $26,000 at Mater Dolorosa including $32,000 of depreciation and
amortization expense, compared to income of $23,000 including $32,000
of depreciation and amortization expense in the third quarter of 2001
and, for the first nine months of 2002, the Registrant recognized
income of $23,000 at Mater Dolorosa including $95,000 of depreciation
and amortization expense, compared to income of $7,000, including
$95,000 of depreciation and amortization expense for the same period
in 2001. The increase in income for the third quarter and the first
nine months of 2001 to the same periods in 2002 is due to a decrease
in wages and salaries and interest expense. The decrease in wages and
salaries is due to a decrease in managers salaries. The decrease in
interest expense is due to the decrease in the principal balance on
which interest is calculated.
In the third quarter of 2002, Registrant incurred a loss of
$37,000 at Roseland including $18,000 of depreciation and amortization
expense, compared to a loss of $37,000 including $17,000 of
depreciation in the third quarter of 2001 and, for the first nine
months of 2002, the Registrant incurred a loss of $82,000 including
$53,000 of depreciation and amortization expense, compared to a loss
of $90,000, including $52,000 of depreciation expense for the same
period in 2001. The loss did not change from the third quarter and
the first nine months of 2001 to the same period in 2002 is due to a
decrease in utilities expense, maintenance expense and management fees
offset by increases in wages expense and rental income. The decrease
in utilities expense is due to a decrease in electric, gas, water and
sewer charges. The decrease in maintenance expense is due to a
decrease in equipment rental.
The Registrant owned a minority interest in Saunders
Apartments which it accounts for on the equity method. The Registrant
does not include the assets or liabilities of Saunders Apartments in
its consolidated financial statements. The following operating
information is provided for the property. For the third quarter and
the first nine months of 2002 Registrant incurred a loss of $0 at
Saunders Apartments compared to a loss of $13,000 for the same period
of 2001. The decrease in the loss from the third quarter and first
nine months of 2002 to the same period in 2001 is due to the sale of
the Registrant's interest in the property.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
All of our assets and liabilities are denominated in U.S.
dollars, and as a result, we do not have exposure to currency exchange
risks.
We do not engage in any interest rate, foreign currency
exchange rate or commodity price-hedging transactions, and as a
result, we do not have exposure to derivatives risk.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our
Securities Exchange Act of 1934 reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and
communicated to our management, including our managing partner's
principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures,
our management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and our management
necessarily was required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.
Under the supervision of our managing partner's principal
executive officer and principal financial officer we have carried out
an evaluation of the effectiveness of our adopted disclosure controls
and procedures as of the end of the period covered by this report.
Based upon that evaluation, our managing partner's president and
treasurer concluded that our disclosure controls and procedures are
effective.
There have been no significant changes in our internal
controls over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting during our most recent fiscal quarter.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
To the best of its knowledge, Registrant is not party to,
nor is any of its property the subject of, any pending material legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the quarter covered by this
report to a vote of security holders.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Number Document
-------------- --------
3 Registrant's Amended and
Restated Certificate of Limited
Partnership and Agreement of
Limited Partnership, previously
filed as part of Amendment No.
2 of Registrant's Registration
Statement on Form S-11, are
incorporated herein by
reference.
21 Subsidiaries of the Registrant
are listed in Item 2.
Properties on Form 10-K,
previously filed and
incorporated herein by
reference.
31 General Partners Opinion
Certification
32 Certification Pursuant to 18
U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter
ended September 30, 2002.
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
DIVERSIFIED HISTORIC INVESTORS VI
By: Dover Historic Advisors VI, its
general partner
By: EPK, Inc., managing partner
Date: August 30, 2004 By: /s/ Spencer Wertheimer
--------------- ----------------------
SPENCER WERTHEIMER
President (principal executive
officer, principal financial
officer)
Exhibit 31
CERTIFICATION
I, Spencer Wertheimer, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the
quarterly period ended September 30, 2002, of Diversified Historic
Investors VI;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) [Omission in accordance with SEC Release Nos. 33-
8238, 34-47986 and IC-26068 (June 5, 2003)] for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during
the period in which this report is being prepared;
(b) [Omitted in accordance with SEC Release Nos. 33-8238, 34-
47986 and IC-26068 (June 5, 2003)];
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: August 30, 2004 /s/ Spencer Wertheimer
--------------- ----------------------
Name: Spencer Wertheimer
Title: President (principal
executive officer,
principal financial
officer) of the
registrant's managing
partner, EPK, Inc.
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Diversified Historic
Investors VI on Form 10-Q for the quarterly period ended September 30,
2002 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Spencer Wertheimer, President and Treasurer
of the Company's managing partner, EPK, Inc., certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the, financial condition and results of operations
of the Company.
Date: August 30, 2004 /s/ Spencer Wertheimer
--------------- ----------------------
Name: Spencer Wertheimer
Title: President (principal
executive officer,
principal financial
officer) of the
registrant's managing
partner, EPK, Inc.