FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
o 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: 0-20058
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0316953
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section
12(b) of the Act:
Title of Securities Exchanges on which Registered
NONE NOT APPLICABLE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
NONE
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PART I.
Item 1. Business
Organization
WNC California Tax Housing Credits, L.P. ("CHTC" or the "Partnership") is a
California Limited Partnership formed under the laws of the State of California
on September 15, 1988. The Partnership was formed to acquire limited partnership
interests in local limited partnerships ("Local Limited Partnerships") which own
multifamily apartment complexes that are eligible for low-income housing federal
and California income tax credits ("Low Income Housing Credits").
The general partners of the Partnership are WNC & Associates, Inc.
("Associates") and Wilfred N. Cooper, Sr. (collectively, the "General
Partners"). Wilfred N. Cooper, Sr. through the Cooper Revocable Trust, owns just
less than 70% of the outstanding stock of Associates. John B. Lester, Jr. is the
original limited partner of the Partnership and owns, through the Lester Family
Trust, just less than 30% of the outstanding stock of Associates. The business
of the Partnership is conducted primarily through Associates as the Partnership
has no employees of its own.
On March 16, 1989, the Partnership commenced a public offering of 10,000 Units
of Limited Partnership Interests ("Units"), at a price of $1,000 per Units. As
of the close of the public offering, October 31, 1990, a total of 7,450 Units
representing $7,450,000 had been sold. Holders of Units are referred herein as
"Limited Partners".
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner in Local Limited
Partnerships each of which will own and operate an apartment complex ("Apartment
Complex") which will qualify for the Low Income Housing Credit. In general,
under Section 42 of the Internal Revenue Code, an owner of low-income housing
can receive the Low Income Housing Credit to be used against Federal taxes
otherwise due in each year of a ten-year period. In general, under Section 17058
of the California Revenue and Taxation Code, an owner of low-income housing can
receive the Low Income Housing Credit to be used against California taxes
otherwise due in each year of a four-year period. The Apartment Complex is
subject to a fifteen-year compliance period (the "Compliance Period").
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In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnerships Interests") or approve the
sale by a Local Limited Partnership of any Apartment Complex prior to the end of
the applicable Compliance Period. Because of (i) the nature of the Apartment
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more year in the future, and (iii) the inability of the
Partnership to directly cause the sale of Apartment Complexes by the general
partners of the respective Local Limited Partnerships ("Local General
Partners"), but generally only to require such Local General Partners to use
their respective best efforts to find a purchaser for the Apartment Complexes
(and then subject to the ability of government lenders to disapprove of
transfers), it is not possible at this time to predict whether the liquidation
of substantially all of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership Agreement will be able to
be accomplished promptly at the end of the Compliance Period. If a Local Limited
Partnership is unable to sell an Apartment Complex, it is anticipated that the
Local General Partner will either continue to operate such Apartment Complex or
take such other actions as the Local General Partner believes to be in the best
interest of the Local Limited Partnership. In addition, circumstances beyond the
control of the General Partners may occur during the Compliance Period which
would require the Partnership to approve the disposition of an Apartment Complex
prior to the end thereof.
As of December 31, 1998, CHTC has invested in 11 Local Limited Partnerships.
Each of these Local Limited Partnerships owns an Apartment Complex that is
eligible for the federal Low Income Housing Tax Credit. Eight of the Apartment
Complexes are eligible for the California Low Income Housing Credit. All of the
Local Limited Partnerships also benefit from government programs promoting low
or moderate-income housing.
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The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of multifamily residential real
estate. Some of these risks are that the Housing Tax Credit could be recaptured
and neither the Partnership's investments nor the Apartment Complexes owned by
Local Limited Partnerships will be readily marketable. Additionally there can be
no assurance that the Partnership will be able to dispose of its interest in
Local Limited Partnerships at the end of the Compliance Period. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the
Apartment Complexes and the Partnership. The Apartment Complexes could be
subject to loss through foreclosure. In addition, each Local Limited Partnership
is subject to risks relating to environmental hazards which might be
uninsurable. Because the Partnership's ability to control its operations will
depend on these and other factors beyond the control of the General Partners and
the general partners of the Local Limited Partnerships, there can be no
assurance that Partnership operations will be profitable or that the anticipated
Low Income Housing Credits will be available to Limited Partners.
As of December 31, 1998, all of the Apartment Complexes were completed and in
operation. The Apartment Complexes owned by the Local Limited Partnerships in
which CHTC has invested were developed by the Local General Partners who
acquired the sites and applied for applicable mortgages and subsidies. CHTC
became the principal limited partner in these Local Limited Partnerships
pursuant to arm's-length negotiations with the general partners of the
respective Local Limited Partnerships ("Local General Partners"). As a limited
partner, CHTC's liability for obligations of the Local Limited Partnership is
limited to its investment. The Local General Partner of the Local Limited
Partnership retains responsibility for developing, constructing, maintaining,
operating and managing the Apartment Complex.
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The following is a schedule of the status as of December 31, 1998, of the
Apartment Complexes owned by Local Limited Partnerships in which CHTC is a
limited partner.
Total Units Percentage of Total
Name & Location Units Occupied Units Occupied
Alta Vista Investors, Ltd. 42 41 98%
Orisi, California
BCA Associates, Ltd. 40 40 100%
Anderson, California
Cloverdale Garden Apts., Ltd. 34 34 100%
Cloverdale, California
Countryway Associates, Ltd. 41 39 95%
Mendota, California
East Garden Apartments, Ltd 51 51 100%
Jamestown, California
HPA Investors, Ltd. 42 41 98%
Shafter, California
Knights Landing, Ltd. 25 24 96%
Knights Landing, California
Midland Manor Associates 40 39 98%
Mendota, California
San Jacinto Associates 38 28 74%
San Jacinto, California
Woodlake Manor, Ltd. 44 41 93%
Woodlake, California
Yreka Investment Group, Ltd. 36 36 100%
Yreka, California
---- ---- ----
433 414 96%
==== === ===
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Item 2. Properties
Through its investment in Local Partnerships, CHTC holds interests in
Apartment Complexes. See Item 1 for information pertaining to these Apartment
Complexes.
Item 3. Legal Proceedings
NONE.
Item 4. Submission of Matters to a Vote of Security Holders
NONE.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but were sold through a public
offering. It is not anticipated that any public market will develop for the
purchase and sale of any Unit. Units can be assigned only if certain
requirements in CHTC's Agreement of Limited Partnership ("Partnership
Agreement") are satisfied. (b) At December 31, 1998, there were 685 Limited
Partners. (c) The Partnership was not designed to provide cash distributions to
Limited Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships. The Limited Partners received $99
federal Low Income Housing Credits per Unit for each year of 1998 and 1997.
State Low Income Housing Credits in the aggregate amount of $473 to $700 per
Limited Partnership Interest were generated from 1989 through 1994.
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Item 6. Selected Financial Data
OMITTED
Note to Reader. Some of the limited partnerships in which the
Partnership has investments have yet to provide final audited financial
statements and other information as required under the terms of the
respective partnership agreements. That information is critical to the
completion of the Partnership's required disclosures in this Annual
Report on Form 10K, including information on the underlying property
investments, the Partnership's financial statements and required
supplementary schedules. Every effort is being made to obtain this
information and the registrant will file an amended Form 10K as quickly
as possible.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
OMITTED
See the Note to Reader in Part II, Item 6.
Impact of Year 2000
Associates has assessed the Partnership's exposure to date sensitive computer
systems that may not be operative subsequent to 1999. As a result of this
assessment, Associates has executed a plan to minimize the Partnership's
exposure to financial loss and/or disruption of normal business operations that
may occur as a result of Year 2000 non-compliant computer systems.
Business Computer Systems
These systems include both computer hardware and software applications relating
to operations such as financial reporting. The Partnership does not maintain its
own systems and thus utilizes the computer systems of the General Partner.
Associates developed a compliance plan for each of its business computer
systems, with particular attention given to critical systems. Associates
contracted with an outside vendor to evaluate, test and repair such systems. The
assessment consisted of determining the compliance with Year 2000 of critical
computer hardware and software. Incidences of non-compliance were found with
respect to computer software applications and were corrected. The vendor found
no instances of non-compliance with respect to computer hardware.
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The Local General Partners and/or property management companies maintain the
business computer systems that relate to the operations of the Local Limited
Partnerships. Associates is in the process of obtaining completed questionnaires
from such Local General Partners and property management companies to assess
their respective Year 2000 readiness. Associates intends to identify those Local
General Partners and property management companies that have systems critical to
the operations of the Local Limited Partnerships that are not Year 2000
compliant. For those Local General Partners and property management companies
which have business computer systems which will not be Year 2000 compliant prior
to December 31, 1999 and where the lack of such compliance is determined to have
a potential material effect on the Partnership's financial condition and results
of operations, Associates intends to develop contingency plans which may include
changing property management companies.
Outside Vendors
Associates has obtained assurances from its suppliers of electrical power and
banking and telecommunication services that their critical systems are all Year
2000 compliant. There exists, however, inherent uncertainty that all systems of
outside vendors or other third parties on which the General Partners, and thus
the Partnership, and the Local General Partners and property management
companies, and thus the Local Limited Partnerships, rely will be Year 2000
compliant. Therefore, the Partnership remains susceptible to the consequences of
third party critical computer systems being non-compliant.
Personal Computers
Associates has determined that its personal computers and related software
critical to the operations of the Partnership are Year 2000 compliant.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NONE.
Item 8. Financial Statements and Supplementary Data
OMITTED.
See the Note to Reader in Part II, Item 6.
7
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Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
(a)(1) (i) On December 16, 1998, Corbin & Wertz, Irvine, California
was dismissed as the Partnership's principal independent accountant.
(ii) The reports of Corbin & Wertz respecting the financial
statements of the Partnership did not contain an adverse opinion or a
disclaimer of opinion, nor were any such reports qualified or modified
as to uncertainty, audit scope, or accounting principles, as of and
for the years ended December 31, 1997 and 1996.
(iii) The decision to change accountants was approved by the
board of directors of the General Partner.
(iv) During the last two fiscal years and subsequent interim
period of the Partnership there were no disagreements between Corbin &
Wertz and the Partnership on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure of the nature described in Item 304(a)(1)(iv) of Securities
and Exchange Commission Regulation S-K.
(v) During the last two fiscal years and subsequent interim
period of the Partnership there were no reportable events of the
nature described in Item 304(a)(1)(v) of Securities and Exchange
Commission Regulation S-K.
(a)(2) On February 3, 1999, BDO Seidman, LLP, Costa Mesa, California
was engaged as the Partnership's principal independent accountant.
During the last two fiscal years and subsequent interim period of the
Partnership, the Partnership did not consult BDO Seidman, LLP
regarding (i) either, the application of accounting principles to a
specified transaction; or the type of audit opinion that might be
rendered on the Partnership's financial statements, or (ii) any matter
that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or
was a reportable event (as defined in Item 304(a)(1)(v) of Securities
and Exchange Commission Regulation S-K).
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PART III.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who
serves as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred
N. Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC &
Associates, Inc. are Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and
a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and
a general partner in some of the programs previously sponsored by the Sponsor.
Mr. Cooper has been involved in real estate investment and acquisition
activities since 1968. Previously, during 1970 and 1971, he was founder and
principal of Creative Equity Development Corporation, a predecessor of WNC &
Associates, Inc., and of Creative Equity Corporation, a real estate investment
firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.
John B. Lester, Jr., age 65, is President, a Director, Secretary and a
member of the Acquisition Committee of WNC & Associates, Inc., and a Director of
WNC Capital Corporation. Mr. Lester has 27 years of experience in engineering
and construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries which he co-founded in 1973. Mr. Lester graduated from the University
of Southern California in 1956 with a Bachelor of Science degree in Mechanical
Engineering.
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Wilfred N. Cooper, Jr., age 36, is Executive Vice President, a Director and
a member of the Acquisition Committee of WNC & Associates, Inc. He is President
of, and a registered principal with, WNC Capital Corporation, a member firm of
the NASD, and is a Director of WNC Management, Inc. He has been involved in
investment and acquisition activities with respect to real estate since he
joined the Sponsor in 1988. Prior to this, he served as Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report, a Director of NMHC and an Alternate
Director of NAHB. He graduated from The American University in 1985 with a
Bachelor of Arts degree.
David N. Shafer, age 46, is Senior Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.
Michael L. Dickenson, age 42, is Vice President - Finance, Chief Financial
Officer and a member of the Acquisition Committee of WNC & Associates, Inc. and
Chief Financial Officer of WNC Management, Inc. He has been involved with
acquisition and investment activities with respect to real estate since 1985.
Prior to joining the Sponsor in March 1999, he was the Director of Financial
Reporting at TrizecHahn Centers Inc., a developer and operator of commercial
real estate, from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real
Estate Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of
Finance with Great Southwest Companies, a commercial and residential real estate
developer, from 1985 to 1988. Mr. Dickenson is a member of the Financial
Accounting Standards Committee for the National Association of Real Estate
Companies and the American Institute of Certified Public Accountants, and a
Director of HomeAid Southern California, a charitable organization affiliated
with the building industry. He graduated from Texas Tech University in 1978 with
a Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant.
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Thomas J. Riha, age 44, is Vice President - Asset Management and a member
of the Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business
Administration with a concentration in Accounting and is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 53, is Vice President - National Sales of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment activities since 1978. Prior to joining
the Sponsor he served as Executive Vice President by MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 36, is Vice President - Acquisitions of WNC &
Associates, Inc. He has been involved in real estate acquisitions and
investments since 1986 and has been employed with WNC & Associates, Inc. since
1994. Prior to that, he served on the development team of the Bixby Ranch which
constructed apartment units and Class A office space in California and
neighboring states, and as a land acquisition coordinator with Lincoln Property
Company where he identified and analyzed multi-family developments. Mr. Buckland
graduated from California State University, Fullerton in 1992 with a Bachelor of
Science degree in Business Finance.
David Turek, age 44, is Vice President - Originations of WNC & Associates,
Inc. He has been involved with real estate investment and finance activities
since 1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995
to 1996, Mr. Turek served as a consultant for a national Tax Credit sponsor
where he was responsible for on-site feasibility studies and due diligence
analyses of Tax Credit properties. From 1990 to 1995, he was involved in the
development of conventional and tax credit multi-family housing. He is a
Director with the Texas Council for Affordable Rural Housing and graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.
Kay L. Cooper, age 62, is a Director of WNC & Associates, Inc. Mrs. Cooper
was the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.
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Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partners or their affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership paid the General
Partners or their affiliates as of December 31, 1998 approximately $1,006,000,
consisting of organization costs, commissions and other fees and expenses of the
Partnership's offering of Units of approximately $59,000, $745,000 and $202,000,
respectively. Of the total paid to the General Partners or its affiliates, the
entire approximate amount of $1,006,000 was paid (reallowed) to unaffiliated
persons participating in the Partnership's offering or rendering other services
in connection with the Partnership's offering.
(b) Acquisition fees in an amount equal to 6% of the gross proceeds of the
Partnership's offering ("Gross Proceeds"). Through December 31, 1998, the
aggregate amount of acquisition fees of $447,060 have been paid to the General
Partners or its affiliates.
(c) The Partnership reimbursed the General Partnersor their affiliatesas of
December 31, 1998 for acquisition expenses expended by such persons on behalf of
the Partnership in the amounts $32,018.
(d) An annual asset management fee in an amount equal to 0.5% of invested assets
(the sum of the Partnership's Investment in Local Limited Partnership Interests
and the Partnership's allocable share of the amount of the mortgage loans on and
other debts related to, the Apartment Complexes owned by such Local Limited
Partnerships.). Fees of $111,691 were incurred for 1998, 1997, and 1996. No
amounts were paid during 1998, 1997 or 1996.
(e) The General Partners were allocated federal and California Housing Tax
Credits for 1998 and 1997 as follows:
WNC & ASSOCIATES, INC.
1998 1997 1996
---- ---- ----
Federal $6,719 $6,716 $6,715
WILFRED N. COOPER
1998 1997 1996
---- ---- ----
Federal $ 747 $ 745 $ 746
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Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
No person is known to the General Partners to own beneficially in excess of 5%
of the outstanding Units.
Security Ownership of Management
(a) Security Ownership of Certain Beneficial Owners
No person is known to own beneficially in excess of 5% of the outstanding
Limited Partnership Interests.
(b) Security Ownership of Management
Neither the General Partner, its affiliates nor any of the officers or
directors of the General Partners or their affiliates own directly or
beneficially any limited partnership interests in the Partnership.
(c) Changes in Control
The management and control of the General Partners may be changed at any time in
accordance with their respective organizational documents, without the consent
or approval of the Limited Partners. In addition, the Partnership Agreement
provides for the admission of one or more additional and successor General
Partners in certain circumstances.
First, with the consent of any other General Partners and a majority-in-interest
of the Limited Partners, any General Partner may designate one or more persons
to be successor or additional General Partners. In addition, any General Partner
may, without the consent of any other General Partner or the Limited Partners,
(I) substitute in its stead as General Partner any entity which has, by merger,
consolidation or otherwise, acquired substantially all of its assets, stock or
other evidence of equity interest and continued its business, or (ii) cause to
be admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership will
be classified a partnership for Federal income tax purposes. Finally, a
majority-in-interest of the Limited Partners may at anytime remove the General
Partners of the Partnership and elect a successor General Partner
Item 13. Certain Relationships and Related Transactions
All of the Partnership's affairs are managed by Associates. The transactions
with the General Partners and Associates are primarily in the form of fees paid
by the Partnership for services rendered to the Partnership, as discussed in
Item 11 and in the notes to the accompanying financial statements.
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PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
OMITTED.
See the Note to Reader in Part II, Item 6.
Exhibits
(3): Articles of incorporation and by-laws: The registrant is not incorporated.
The Partnership Agreement is included as Exhibit B to the Prospectus, filed as
Exhibit 28.1 to Form 10 K for the year ended December 31, 1994.
Material Contracts
10.1 Amended and Restated Agreement of Limited Partnership of Orland Associates
filed as exhibit 10.1 to the annual report on Form 10-K dated December 31, 1992,
is herein incorporated by reference as Exhibit 10.1.
10.2 Ukiah Terrace, a California Partnership filed as Exhibit 10.2 to the annual
report on Form 10-K dated December 31, 1992, is herein incorporated by reference
as Exhibit 10.2.
10.3 Amended and Restated Agreement of Limited Partnership of Northwest Tulare
Associates filed as exhibit 10.3 to the annual report on Form 10-K dated
December 31, 1992, is herein incorporated by reference as Exhibit 10.3.
10.4 Second Amended and Restated Agreement of Limited Partnership of Yucca
Warren Vista, Ltd. filed as exhibit 10.4 to the annual report on Form 10-K dated
December 31, 1992, is herein incorporated by reference as Exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Woodlake Garden
Apartments filed as exhibit 10.5 to the annual report on Form 10-K dated
December 31, 1992, is herein incorporated by reference as Exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of 602 Main Street
Investors filed as exhibit 10.6 to the annual report on Form 10-K dated December
31, 1992, is herein incorporated by reference as Exhibit 10.6.
10.7 Amended and Restated Agreement of Limited Partnership of ADI Development
Partners filed as exhibit 10.7 to the annual report on Form 10-K dated December
31, 1992, is herein incorporated by reference as Exhibit 10.7.
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10.8 Amended and Restated Agreement of Limited Partnership of Bayless Garden
Apartment Investors filed as exhibit 10.8 to the annual report on Form 10-K
dated December 31, 1992, is herein incorporated by reference as Exhibit 10.8.
10.9 Third Amended and Restated Agreement of Limited Partnership of Twin Pines
Apartments Associates filed as exhibit 10.9 to the annual report on Form 10-K
dated December 31, 1992, is herein incorporated by reference as Exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of Blackberry Oaks,
Ltd. filed as exhibit 10.10 to the annual report on Form 10-K dated December 31,
1992, is herein incorporated by reference as Exhibit 10.10.
10.11 Amended and Restated Agreement of Limited Partnership of Mecca Apartments
II filed as exhibit 10.11 to the annual report on Form 10-K dated December 31,
1992, is herein incorporated by reference as Exhibit 10.11.
10.12 Amended and Restated Agreement of Limited Partnership of Silver Birch
Limited Partnership filed as exhibit 10.12 to the annual report on Form 10-K
dated December 31, 1992, is herein incorporated by reference as Exhibit 10.12.
Reports on Form 8-K
Form 8K Current Report was filed December 22, 1998
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Pursuant to the requirements of Section 13 or 15(d) 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.
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
By: WNC California Tax Credit Partners III, L.P.
General Partner of the Registrant
By: WNC & Associates, Inc.
General Partner of WNC California Tax Credit Partners III, L.P.
By:_/s/ John B. Lester, Jr.
____________________________________________________
John B. Lester, Jr.
President and Chief Operating Officer of WNC & Associates, Inc.
Date: April 13, 1999
By:_/s/ Michael L. Dickenson
___________________________________________________
Michael L. Dickenson Vice-President Finance and
Chief Financial Officer of WNC & Associates, Inc.
Date: April 13, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By:__/s/ Wilfred N. Cooper, Sr.
_________________________________________________
Wilfred N. Cooper, Sr.
Director and Chairman of the Board WNC & Associates, Inc.
Date: April 13, 1999
By:_/s/ John B. Lester, Jr.
____________________________________________________
John B. Lester, Jr.
Director and Secretary of the Board WNC & Associates, Inc.
Date: April 13, 1999
By:__/s./ David N. Shafer
___________________________________________________
David N. Shafer Director of WNC & Associates, Inc.
Date: April 13, 1999
16
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