FORM 10-K/A
AMENDMENT NO. 1
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: 0-21494
WNC HOUSING TAX CREDIT FUND III, L.P.
California 33-0463432
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section
12(b) of the Act:
NONE
Securities registered pursuant to section
12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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 ____
1
<PAGE>
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
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant.
INAPPLICABLE
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
2
<PAGE>
UNIT I.
Item 1. Business
Organization
WNC Housing Tax Credit Fund III, L.P. ("the Partnership") is a California
Limited Partnership formed under the laws of the State of California on May 10,
1991. The Partnership was formed to acquire limited partnership interests in
other limited partnerships or limited liability companies ("Local Limited
Partnerships") which own multifamily apartment complexes that are eligible for
low-income housing federal income tax credits (the "Low Income Housing Credit").
The general partner of the Partnership is WNC Tax Credits Partners, L.P.
("TCP" or the "General Partner"). The general partners of TCP are WNC &
Associates, Inc. ("Associates") and Wilfred N. Cooper, Sr. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust, owns 66.8% of the outstanding stock of
Associates. John B. Lester, Jr. was the original limited partner of the
Partnership and owns, through the Lester Family Trust, 28.6% 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.
Pursuant to a registration statement filed with the Securities and Exchange
Commission on January 2, 1992, the Partnership commenced a public offering of
15,000 Units of Limited Partnership Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering on September 30, 1993, a total of
15,000 Units representing $15,000,000 had been sold. Holders of Units are
referred to 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 or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing 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
to reduce 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
Housing Complex is subject to a fifteen-year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.
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 Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended "by Supplements thereto" (the "Partnership Agreement"),
will be able to be accomplished promptly at the end of the 15-year period. If a
Local Limited Partnership is unable to sell its Housing Complex, it is
anticipated that the local general partner ("Local General Partner") will either
continue to operate such Housing Complex or take such other actions as the Local
General Partner believes to be in the best interest of the Local Limited
Partnership. Notwithstanding the preceding, circumstances beyond the control of
the General Partner or the Local General Partners may occur during the
Compliance Period, which would require the Partnership to approve the
disposition of an Housing Complex prior to the end thereof, possibly resulting
in recapture of Low Income Housing Credits.
As of December 31, 1998, the Partnership had invested in forty-eight Local
Limited Partnerships. Each of these Local Limited Partnerships owns a Housing
Complex that is eligible for the federal Low Income Housing Credit. Certain
Local Limited Partnerships may 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 low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness. If a Local Limited Partnership does not makes its mortgage
payments, the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits. As a limited partner or non-managing member of
the Local Limited Partnerships, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships, and will rely
totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. 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 Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters, which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All Partnership management
decisions are made by the General Partner.
As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.
Item 2. Properties
Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the forty-eight Housing Complexes as of December 31, 1998
and for the periods indicated:
4
<PAGE>
<TABLE>
<CAPTION>
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As of December 31, 1998
-------------------------------------------------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of Estimated of Local
General Partner Number Occu- in Local Limited Investment Low Income Limited
Partnership Name Location Name of Units pancy Partnerships Paid to Date Housing Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beaumont Elderly Beaumont, Donald W. Sowell 30 100% $ 229,000 $ 229,000 $ 462,000 $ 933,000
Housing, L.P. Mississippi
Brownfield Seniors Brownfield, Winston Sullivan 24 100% 147,000 147,000 292,000 691,000
Community, Ltd. Texas
Buffalo Apartments, Buffalo, Donald W. Sowell 24 100% 91,000 91,000 177,000 388,000
Ltd. Texas
Cambridge Court Grottoes, Alexander P. Fekas
Associates Limited Virginia and Fred P.
Partnership Bullington 39 100% 254,000 254,000 557,000 1,333,000
Candleridge Apart- Bondurant, Eric A. Sheldahl 23 100% 99,000 99,000 222,000 605,000
ments of Bondurant Iowa
L.P.
Candleridge Apart- Waukee, Eric A. Sheldahl 23 100% 101,000 101,000 227,000 659,000
ments of Waukee L.P. Iowa
Carlinville Carlinville, Kenneth M. Vitor 20 75% 105,000 105,000 208,000 503,000
Associates I, L.P. Illinois
Cherokee Housing, Cedar Bluff, Thomas H. Cooksey
Ltd. Alabama and Apartment
Developers, Inc. 19 100% 110,000 110,000 272,000 624,000
Chester Associates Chester, Kenneth M. Vitor 24 88% 159,000 159,000 358,000 694,000
I, a Limited Partner- Illinois
ship
Clinton Terrace Albany, Eddie C. Dalton 24 92% 138,000 138,000 290,000 774,000
Apartments, Ltd. Kentucky
</TABLE>
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<TABLE>
<CAPTION>
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As of December 31, 1998
--------------------------------------------------------------------------------------
Partnership's Estimated Encumbrances
Total Investment Amount of Low Income of Local
General Partner Number Occu- in Local Limited Investment Housing Limited
Partnership Name Location Name of Units pancy Partnerships Paid to Date Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Coffeeville Coffeeville, Thomas H. Cooksey
Housing, Ltd Alabama and Apartment
Developers, Inc. 19 63% 103,000 103,000 239,000 547,000
Coosa County Rockford, Thomas H. Cooksey
Housing, Ltd. Alabama and Apartment
Developers, Inc. 19 90% 103,000 103,000 265,000 566,000
Crockett Manor, Crockett, Jean Johnson 40 98% 184,000 184,000 383,000 905,000
Ltd. Texas
Crockett Manor Crockett, Jean Johnson 36 94% 203,000 203,000 446,000 1,026,000
SeniorCitizens Texas
Complex, Ltd.
Delta Manor, L.P. Techula, Glenn D. Miller 36 94% 227,000 227,000 499,000 1,239,000
Mississippi
Eupora Apartments, Eupora, Richard Tenhet and
L.P. Mississippi Geraldine Tenhet 36 100% 138,000 138,000 310,000 1,208,000
Fairview Village V, Carroll, Kevin A. Bierl 20 100% 119,000 119,000 273,000 597,000
Limited Partnership Iowa
Fox Lake Manor Fox Lake, William E.
Limited Partnership Wisconsin Paschke, Jr. and
Robert E. Campbell 12 75% 84,000 84,000 161,000 376,000
Ft. Deposit Housing, Fort Deposit, Thomas H. Cooksey
Ltd. Alabama and Apartment
Developers, Inc. 23 83% 127,000 127,000 330,000 706,000
</TABLE>
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<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
As of December 31, 1998
-----------------------------------------------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of Estimated of Local
General Partner Number Occu- in Local Limited Investment Low Income Limited
Partnership Name Location Name of Units pancy Partnerships Paid to Date Housing Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gulf Coast Gulfport, Philip Napier 59 98% 320,000 320,000 698,000 1,454,000
Apartments, L.P. Mississippi
Gulf Coast Apart- Long Beach, Philip Napier 60 95% 315,000 315,000 685,000 1,462,000
ments of Long Mississippi
Beach, L.P.
Heritage Colonial Blackshear, Robert J.
Homes, L.P. Georgia Deharder and
Jacqueline F.
McPhillips 20 100% 125,000 115,000 126,000 530,000
HOI Limited Benson, North Housing
Partnership of Carolina Opportunities,
Benson Inc. 50 98% 269,000 269,000 577,000 1,234,000
HOI Limited Dallas, North Housing
Partnership of Carolina Opportunities,
Dallas Inc. 60 100% 366,000 366,000 787,000 1,719,000
HOI Limited Dunn, North Housing
Partnership of Carolina Opportunities,
Dunn Inc. 34 97% 170,000 170,000 366,000 830,000
HOI Limited Kings Housing
Partnership of Mountain, Opportunities,
Kings Mt. North Carolina Inc. 46 98% 262,000 262,000 563,000 1,245,000
HOI Limited Sanford, North Housing
Partnership of Carolina Opportunities,
Lee Inc. 78 93% 419,000 419,000 901,000 2,008,000
HOI Limited Sanford, North Housing
Partnership of Carolina Opportunities,
Sanford Inc. 50 100% 277,000 277,000 594,000 1,283,000
HOI Limited Selma, North Housing
Partnership of Carolina Opportunities,
Selma Inc. 58 98% 271,000 271,000 582,000 1,250,000
Killbuck Limited Killbuck, Georg E. Maharg 24 100% 151,000 151,000 338,000 753,000
Partnership Ohio
</TABLE>
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<TABLE>
<CAPTION>
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As of December 31, 1998
-----------------------------------------------------------------------------------------
Partnership's Estimated Encumbrances
General Total Investment Amount of Low Income of Local
Partner Number Occu- in Local Limited Investment Housing Limited
Partnership Name Location Name of Units pancy Partnerships Paid to Date Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lake Ridge Tiptonville, Lewis Beasley,
Apartments, L.P. Tennessee Jr. and Carol
Beasley 44 100% 317,000 317,000 647,000 1,469,000
Levelland Manor, Levelland, 1600 Capital
L.P. Texas Company 36 97% 175,000 175,000 393,000 909,000
Logan Park Caldwell, Riley J. Hill 50 100% 571,000 571,000 1,281,000 2,288,000
Associates Idaho
Limited Partnership
Meadow Run Gordonsville, Alexander P.
Associates Virginia Fekas and Fred
Limited Partnership P. Bullington 43 100% 302,000 302,000 662,000 1,497,000
Oakdale Senior Oakdale, Oakdale Senior
Housing Limited California Housing
Partnership Corporation 80 100% 919,000 919,000 2,110,000 3,089,000
Orange Beach Orange Beach, Thomas H.
Housing, Ltd. Alabama Cooksey and
Apartment
Developers, Inc. 31 100% 229,000 208,000 472,000 1,097,000
Parks I Limited Chatham, Sallie B. Garst
Partnership Virginia and Lillien S.
Brown 39 100% 253,000 253,000 568,000 1,251,000
Post Manor, L.P. Post, 1600 Capital
Texas Company 24 96% 117,000 117,000 263,000 604,000
Red Bud Associates Red Bud, Kenneth M. Vitor 20 90% 135,000 135,000 303,000 602,000
I, a Limited Illinois
Partnership
Steeleville Steeleville, Kenneth M. Vitor 16 88% 110,000 110,000 247,000 541,000
Associates I, a Illinois
Limited Partnership
</TABLE>
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<TABLE>
<CAPTION>
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As of December 31, 1998
-----------------------------------------------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of Estimated of Local
General Partner Number Occu- in Local Limited Investment Low Income Limited
Partnership Name Location Name of Units pancy Partnerships Paid to Date Housing Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tanglewood Frankfurt, Georg E. Maharg
Limited Ohio and Maharg
Partnership Realty, Inc. 36 100% 212,000 212,000 475,000 1,071,000
Village Lane Farmington, ERC Properties,
Properties, a Arkansas Inc. 36 100% 168,000 168,000 370,000 891,000
Limited Partnership
Whitted Forest Hillsborough, Hillsborough
Limited Partnership North Affordable
Carolina Housing
Corporation 35 100% 685,000 685,000 1,572,000 1,042,000
Wilcam Housing, Camden, Thomas H.
Ltd. Alabama Cooksey and
Apartment
Developers,
Inc. 19 100% 126,000 106,000 299,000 624,000
Wills Point Manor, Wills Point, 1600 Capital
L.P. Texas Company 24 96% 124,000 124,000 277,000 631,000
Windmere Associates Lexington, Alexander P.
Limited Partnership Virginia Fekas and
Fred P.
Bullington 38 100% 291,000 291,000 539,000 1,490,000
Woodlands Apart- Mount 1600 Capital
ments, L.P. Pleasant, Company 48 96% 239,000 239,000 537,000 1,259,000
Texas
Woodview Limited Chillicothe, Michael K.
Partnership Illinois and Moore 36 100% 269,000 269,000 362,000 1,201,000
Glassford, ------ ---- ---------- ---------- ---------- ----------
Illinois 1,685 96% $10,908,000 $10,857,000 $23,565,000 $49,698,000
====== ==== ========== ========== ========== ==========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------
For the year ended December 31, 1998
-----------------------------------------
Low Income Housing Credits
Partnership Name Rental Income Net Income/(loss) Allocated to Partnership
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Beaumont Elderly Housing, L.P. $ 93,000 $ (23,000) 99%
Brownfield Seniors Community,
Ltd. 81,000 (4,000) 99%
Buffalo Apartments, Ltd. 84,000 10,000 99%
Cambridge Court Associates
Limited Partnership 134,000 (33,000) 99%
Candleridge Apartments of
Bondurant L.P. 108,000 (16,000) 99%
Candleridge Apartments of
Waukee L.P. 129,000 4,000 99%
Carlinville Associates I, L.P. 55,000 (38,000) 99%
Cherokee Housing, Ltd. 65,000 (14,000) 99%
Chester Associates I, a Limited
Partnership 73,000 (35,000) 99%
Clinton Terrace Apartments,
Ltd. 72,000 (13,000) 99%
Coffeeville Housing, Ltd. 45,000 (21,000) 99%
Coosa County Housing, Ltd. 56,000 (10,000) 99%
Crockett Manor, Ltd. 131,000 (14,000) 99%
Crockett Manor Senior Citizens
Complex, Ltd. 111,000 (9,000) 99%
Delta Manor, L.P. 145,000 (27,000) 99%
Eupora Apartments, L.P. 111,000 (31,000) 99%
Fairview Village V, Limited
Partnership 75,000 (5,000) 99%
Fox Lake Manor Limited
Partnership 42,000 (10,000) 99%
Ft. Deposit Housing, Ltd. 68,000 (21,000) 99%
Gulf Coast Apartments, L.P. 191,000 (26,000) 99%
Gulf Coast Apartments of Long
Beach, L.P. 216,000 (21,000) 99%
</TABLE>
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<TABLE>
<CAPTION>
-----------------------------------------
For the year ended December 31, 1998
-----------------------------------------
Low Income Housing Credits
Partnership Name Rental Income Net Income/(loss) Allocated to Partnership
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Heritage Colonial Homes, L.P. 67,000 (14,000) 99%
HOI Limited Partnership of
Benson 177,000 (26,000) 99%
HOI Limited Partnership of
Dallas 199,000 (57,000) 99%
HOI Limited Partnership of
Dunn 121,000 (17,000) 99%
HOI Limited Partnership of
Kings Mt. 144,000 (37,000) 99%
HOI Limited Partnership of Lee 266,000 (60,000) 99%
HOI Limited Partnership of
Sanford 190,000 (33,000) 99%
HOI Limited Partnership of
Selma 207,000 (26,000) 99%
Killbuck Limited Partnership 77,000 (28,000) 99%
Lake Ridge Apartments, L.P. 136,000 (13,000) 99%
Levelland Manor, L.P. 115,000 (20,000) 99%
Logan Park Associates Limited
Partnership 388,000 (56,000) 99%
Meadow Run Associates Limited
Partnership 156,000 (28,000) 99%
Oakdale Senior Housing Limited
Partnership 314,000 (152,000) 99%
Orange Beach Housing, Ltd. 98,000 (34,000) 99%
Parks I Limited Partnership 210,000 (37,000) 99%
Post Manor, L.P. 68,000 (16,000) 99%
Red Bud Associates I, a Limited
Partnership 66,000 (29,000) 99%
Steeleville Associates I, a
Limited Partnership 49,000 (19,000) 99%
Tanglewood Limited Partnership 102,000 (36,000) 99%
</TABLE>
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<TABLE>
<CAPTION>
-----------------------------------------
For the year ended December 31, 1998
-----------------------------------------
Low Income Housing Credits
Partnership Name Rental Income Net Income/(loss) Allocated to Partnership
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Village Lane Properties, a
Limited Partnership 193,000 (42,000) 99%
Whitted Forest Limited
Partnership 181,000 (13,000) 99%
Wilcam Housing, Ltd. 59,000 (16,000) 99%
Wills Point Manor, L.P. 79,000 (11,000) 99%
Windmere Associates Limited
Partnership 148,000 (38,000) 99%
Woodlands Apartments, L.P. 154,000 (32,000) 99%
Woodview Limited Partnership 152,000 (10,000) 99%
------------ ------------
$ 6,201,000 $ (1,257,000)
============ ============
12
</TABLE>
<PAGE>
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 and none exists. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.
(b) At December 31, 1998, there were 1,013 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.
(d) No unregistered securities were sold by the Partnership during 1998.
Item 5b.
NOT APPLICABLE
Item 6. Selected Financial Data
Selected balance sheet information for the Partnership is as follows as of
December 31:
<TABLE>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 338,486 $ 333,368 $ 448,311 $ 519,652 $ 1,110,349
Investments in limited
partnerships, net 4,811,538 5,923,350 7,221,643 8,840,410 9,933,747
Loans receivable - - - - 137,000
Other assets - - 531 17,004 220
--------- --------- --------- --------- ----------
$ 5,150,024 $ 6,256,718 $ 7,670,485 $ 9,377,066 $ 11,181,316
========= ========= ========= ========= ==========
LIABILITIES
Due to limited partnerships $ 50,818 $ 50,818 $ 50,818 $ 159,730 $ 634,968
Accrued fees and expenses due
to general partner and
affiliates 1,225,414 923,399 750,497 516,327 229,044
PARTNERS' EQUITY 3,873,792 5,282,501 6,869,170 8,701,009 10,317,304
--------- --------- --------- --------- ----------
$ 5,150,024 $ 6,256,718 $ 7,670,485 $ 9,377,066 $ 11,181,316
========= ========= ========= ========= ==========
</TABLE>
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<PAGE>
Selected results of operations, cash flows, and other information for the
Partnership is as follows for the year ended December 31:
<TABLE>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Loss from operations $ (360,770) $ (356,655) $ (425,201) $ (303,845) $ (271,337)
Equity in loss from limited
partnerships (1,047,939) (1,230,014) (1,406,638) (1,312,450) (1,323,487)
---------- ---------- ---------- ---------- ----------
Net loss $ (1,408,709) $ (1,586,669) $ (1,831,839) $ (1,616,295) $ (1,594,824)
========== ========== ========== ========== ==========
Net loss allocated to:
General partner $ (14,087) $ (15,866) $ (18,318) $ (16,163) $ (15,948)
========== ========== ========== ========== ==========
Limited partners $ (1,394,622) $ (1,570,803) $ (1,813,521) $ (1,600,132) $ (1,578,876)
========== ========== ========== ========== ==========
Net loss per limited partner
unit $ (92.97) $ (104.72) $ (120.90) $ (106.68) $ (105.26)
========== ========== ========== ========== ==========
Outstanding weighted limited
partner units 15,000 15,000 15,000 15,000 15,000
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net cash provided by
(used in):
Operating activities $ (11,507) $ (135,974) $ (73,931) $ (16,170) $ (38,224)
Investing activities 16,625 21,031 2,590 (574,527) (3,316,719)
Financing activities - - - - 702,892
---------- ---------- ---------- ---------- ----------
Net change in cash and cash
equivalents 5,118 (114,943) (71,341) (590,697) (2,652,051)
Cash and cash equivalents,
beginning of period 333,368 448,311 519,652 1,110,349 3,762,400
---------- ---------- ---------- ---------- ----------
Cash and cash equivalents,
end of period $ 338,486 $ 333,368 $ 448,311 $ 519,652 $ 1,110,349
========== ========== ========== ========== ==========
</TABLE>
Low Income Housing Credit per limited partner unit was as follows for the years
ended December 31:
<TABLE>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Federal $ 157 $ 157 $ 157 $ 152 $ 119
State - - - - -
------ ------ ------ ------ ------
Total $ 157 $ 157 $ 157 $ 152 $ 119
====== ====== ====== ====== ======
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition
The Partnership's assets at December 31, 1998 consisted primarily of $338,000 in
cash and aggregate investments in the forty-eight Local Limited Partnerships of
$4,812,000. Liabilities at December 31, 1998 primarily consisted of $1,222,000
of accrued annual management fees due to the General Partners.
14
<PAGE>
Results of Operations
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997. The
Partnership's net loss for 1998 was $(1,409,000), reflecting a decrease of
$178,000 from the net loss experienced in 1997. The decline in net loss is
primarily due to equity in losses from limited partnerships which declined to
$(1,048,000) in 1998 from $(1,230,000) in 1997. This decrease was a result of
the Partnership not recognizing certain losses of the Local Limited
Partnerships. The investments in such Local Limited Partnerships reached $0
during 1998. Since the Partnership's liability with respect to its investments
is limited, losses in excess of investment are not recognized. The reduction in
equity losses recognized was partially offset by an increase in loss from
operations of $(4,000) in 1998 to $(361,000), from $(357,000) in 1997, due to a
comparable increase in office expense allocations.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996. The
Partnership's net loss for 1997 was $(1,587,000), reflecting a decrease of
$245,000 from the net loss experienced in 1996. The decline in net loss is
primarily due to equity in losses from limited partnerships which declined to
$(1,230,000) in 1997 from $(1,407,000) in 1996, because the investments in
certain Local Limited Partnerships reached $0 during 1997. In addition, losses
from operations decreased by $(68,000) in 1997 to $(357,000), from $(425,000) in
1996, due to the write off of $70,000 of bad debts in 1996 compared to $0 in
1997.
Cash Flows
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997. Net
increase in cash in 1998 was $5,000, compared to net decrease in cash in 1997 of
$(115,000). The change was due primarily to a decrease in operating costs paid
to third parties partially offset by a decline in distributions from Local
Limited Partnerships.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996. Net cash
used in 1997 was $(115,000), compared to $(71,000) in 1996. The change was due
primarily to an increase in operating costs paid to third parties partially
offset by a decline in investments in Local Limited Partnerships.
During 1998 accrued payables, which consist primarily of related party
management fees due to the General Partner, increased by $(302,000). The General
Partner does not anticipate that these accrued fees will be paid until such time
as capital reserves are in excess of future forseeable working capital
requirements of the Partnership.
The Partnership expects its future cash flows, together with its net available
assets at December 31, 1998, to be sufficient to meet all currently forseeable
future cash requirements.
Impact of Year 2000 Issue
The General Partner 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, the General Partner 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. The
General Partner developed a compliance plan for each of its business computer
systems, with particular attention given to critical systems. The General
Partner contracted with an outside vendor to evaluate, test and repair such
15
<PAGE>
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.
The amount expended and to be expended by the General Partner is nominal.
The Local General Partners or property managers maintain the business computer
systems that relate to the operations of the Local Limited Partnerships. The
General Partner is in the process of obtaining completed questionnaires from
such Local General Partners and property management companies to assess their
respective Year 2000 readiness. The General Partner 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 the Year 2000 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, the General Partner intends to develop
contingency plans which may include changing property management companies.
Outside Vendors
The General Partner 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 Partner,
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
The General Partner 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
NOT APPLICABLE
Item 8. Financial Statements and Supplementary Data
16
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
17
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
WNC Housing Tax Credit Fund III, L.P.
We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund
III, L.P. (a California Limited Partnership) (the "Partnership") as of December
31, 1998, and the related statements of operations, partners' equity (deficit)
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit. We did not audit
the financial statements of the limited partnerships in which WNC Housing Tax
Credit Fund III, L.P. is a limited partner. These investments, as discussed in
Note 2 to the financial statements, are accounted for by the equity method. The
investments in these limited partnerships represented 93% of the total assets of
WNC Housing Tax Credit Fund III, L.P. at December 31, 1998. Substantially all of
the financial statements of the limited partnerships were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for these limited partnerships, is based solely
on the reports of the other auditors.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC Housing Tax Credit Fund III, L.P. (a California
Limited Partnership) as of December 31, 1998, and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
BDO SEIDMAN, LLP
Orange County, California
April 1, 1999
18
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC Housing Tax Credit Fund III, L.P.
We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund
III, L.P. ( a California Limited Partnership) (the "Partnership") as of December
31, 1997, and the related statements of operations, partners' equity (deficit)
and cash flows for each of the years in the two-year period ended December 31,
1997. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. We did not audit the financial statements of the
limited partnerships in which WNC Housing Tax Credit Fund III, L.P. is a limited
partner. These investments, as discussed in Note 2 to the financial statements,
are accounted for by the equity method. The investments in these limited
partnerships represented 95% of the total assets of WNC Housing Tax Credit Fund
III, L.P. at December 31, 1997. Substantially all of the financial statements of
the limited partnerships were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for these limited partnerships, is based solely on the reports of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC Housing Tax Credit Fund III, L.P. (a California
Limited Partnership) as of December 31, 1997, and the results of its operations
and its cash flows for each of the years in the two-year period ended December
31, 1997, in conformity with generally accepted accounting principles.
CORBIN & WERTZ
Irvine, California
March 23, 1998
19
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
BALANCE SHEETS
December 31, 1998 and 1997
1998 1997
---- ----
ASSETS
Cash and cash equivalents $ 338,486 $ 333,368
Investments in limited partnerships 4,811,538 5,923,350
(Note 2) --------- ---------
$ 5,150,024 $ 6,256,718
========= =========
LIABILITIES AND PARTNERS' EQUITY
(DEFICIT)
Liabilities:
Due to limited partnerships $ 50,818 $ 50,818
(Note 4)
Accrued fees and expenses due to
general partner and affiliates 1,225,414 923,399
(Note 3) --------- ---------
Total liabilities 1,276,232 974,217
--------- ---------
Commitments and contingencies
Partners' equity (deficit):
General partner (1,783) 12,304
Limited partners (15,000 units
authorized; 15,000 units issued
and outstanding at December 31,
1998 and 1997) 3,875,575 5,270,197
--------- ---------
Total partners' equity 3,873,792 5,282,501
--------- ---------
$ 5,150,024 $ 6,256,718
========= =========
20
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For The Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
---- ---- ----
Interest income $ 14,043 $ 11,158 $ 16,756
--------- --------- --------
Operating expenses:
Amortization (Note 2) 47,248 47,248 47,176
Asset management fees 299,473 299,473 299,473
(Note 3)
Bad debt expense - - 70,455
(Note 2)
Office 28,092 21,092 24,853
--------- --------- --------
Total operating expenses 374,813 367,813 441,957
--------- --------- --------
Loss from operations (360,770) (356,655) (425,201)
Equity in losses of limited (1,047,939) (1,230,014) (1,406,638)
partnerships (Note 2)
---------- ---------- ----------
Net loss $ (1,408,709) $ (1,586,669) $ (1,831,839)
========== ========== ==========
Net loss allocable to:
General partner $ (14,087) $ (15,866) $ (18,318)
========== ========== ==========
Limited partners $ (1,394,622) $ (1,570,803) $ (1,813,521)
========== ========== ==========
Net loss per limited partner $ (92.97) $ (104.72) $ (120.90)
unit ========== ========== ==========
Outstanding weighted limited 15,000 15,000 15,000
partner units ========== ========== ==========
21
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Years Ended December 31, 1998, 1997 and 1996
General Limited
Partner Partners Total
------- -------- -----
Partners' equity at
January 1, 1996 $ 46,488 $ 8,654,521 $ 8,701,009
Net loss (18,318) (1,813,521) (1,831,839)
--------- ---------- ----------
Partners' equity at
December 31, 1996 28,170 6,841,000 6,869,170
Net loss (15,866) (1,570,803) (1,586,669)
--------- ---------- ----------
Partners' equity at
December 31, 1997 12,304 5,270,197 5,282,501
Net loss (14,087) (1,394,622) (1,408,709)
--------- ---------- ----------
Partners' equity (deficit)
at December 31, 1998 $ (1,783) $ 3,875,575 $ 3,873,792
========= ========== ==========
22
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
---- ---- ----
Cash flows from operating
activities:
Net loss $ (1,408,709) $ (1,586,669) $ (1,831,839)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Amortization 47,248 47,248 47,176
Bad debts - - 70,455
Equity in losses
from limited
partnerships 1,047,939 1,230,014 1,406,638
Change in other
assets - 531 (531)
Change in accrued
fees and expenses
due to general
partner and
affiliates 302,015 172,902 234,170
----------- ------------- ------------
Net cash used in
operating activities (11,507) (135,974) (73,931)
----------- ------------ ------------
Cash flows from investing
activities:
Investments in limited
partnerships, net - - (20,939)
Capitalized acquisition
costs and fees - - (2,100)
Distributions from limited
partnerships 16,625 21,031 25,629
----------- ------------ ------------
Net cash provided by
investing activities 16,625 21,031 2,590
----------- ----------- ------------
Net increase (decrease)
in cash and cash
equivalents 5,118 (114,943) (71,341)
Cash and cash equivalents,
beginning of year 333,368 448,311 519,652
----------- ----------- -----------
Cash and cash equivalents,
end of year $ 338,486 $ 333,368 $ 448,311
=========== ========== ===========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Taxes paid $ 800 $ 800 $ 800
=========== ========== ===========
23
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
WNC Housing Tax Credit Fund III, L.P., a California Limited Partnership (the
"Partnership"), was formed on May 10, 1991 under the laws of the State of
California. The Partnership was formed to invest primarily in other limited
partnerships (the "Local Limited Partnerships") which own and operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income housing credits. The local general partners (the "Local General
Partners") of each Local Limited Partnership retain responsibility for
maintaining, operating and managing the Housing Complex.
The general partner is WNC Tax Credit Partners, L.P. (the "General Partner"), a
California limited partnership. WNC & Associates, Inc. ("WNC") and Wilfred N.
Cooper are the general partners of the General Partner. Wilfred N. Cooper, Sr.,
through the Cooper Revocable Trust owns 66.8% of the outstanding stock of WNC.
John B. Lester is the original limited partner of the Partnership and owns 28.6%
of the outstanding stock of WNC.
The Partnership shall continue in full force and effect until December 31, 2050
unless terminated prior to that date pursuant to the partnership agreement or
law.
The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.
The partnership agreement authorized the sale of up to 15,000 units at $1,000
per Unit ("Units"). The offering of Units concluded on September 30, 1993 at
which time 15,000 Units representing subscriptions in the amount of $15,000,000
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and loss and in cash available for distribution from
the Partnership. The limited partners will be allocated the remaining 99%
interest in proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 3) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.
Risks and Uncertainties
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low-income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
24
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Local Limited Partnerships. 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 Housing Complexes and the
Partnership. In addition, each Limited Local Partnership is subject to risks
relating to environmental hazards and natural disasters, which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits in the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting for Investments in Limited Partnerships
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's are consistent with those of the Partnership. Costs incurred by
the Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (See Note 2).
Losses from Local Limited Partnerships allocated to the Partnership are not
recognized to the extent that the investment balance would be adjusted below
zero.
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital and amounted to $2,250,000 as of December 31,
1998 and 1997.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents.
Concentration of Credit Risk
At December 31, 1998, the Partnership has maintained cash balances at certain
financial institutions in excess of the maximum federally insured amounts.
25
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Net Loss Per Limited Partner Unit
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
Reporting Comprehensive Income
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the years
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.
Reclassifications
Certain prior year balances have been reclassified to conform to the 1998
presentation.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of December 31, 1998 and 1997, the Partnership has acquired limited
partnership interests in 48 Local Limited Partnerships, each of which owns one
Housing Complex consisting of an aggregate of 1,685 apartment units. The
respective general partners of the Local Limited Partnerships manage the
day-to-day operations of the entities. Significant Local Limited Partnership
business decisions require approval from the Partnership. The Partnership, as a
limited partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses of the Local Limited
Partnerships.
The Partnership's investments in limited partnerships as reflected in the
balance sheets at December 31, 1998 and 1997, are approximately $1,608,000 and
$1,465,000, respectively, greater than the Partnership's equity as shown in the
Local Limited Partnerships' financial statements. This difference is primarily
due to unrecorded losses, as discussed below, acquisition, selection, and other
costs related to the acquisition of the investments which have been capitalized
in the Partnership's investment account and to capital contributions payable to
the limited partnerships which were netted against partner capital in the Local
Limited Partnerships' financial statements (See Note 4).
Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.
Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income.
26
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
At December 31, 1998, the investment accounts in certain Local Limited
Partnerships have reached a zero balance. Consequently, the Partnership's share
of losses during the years ended December 31, 1998 and 1997 amounting to
approximately $197,000 and $157,000, respectively, have not been recognized. As
of December 31, 1998, the aggregate share of net losses not recognized by the
Partnership amounted to $354,000.
The following is a summary of the equity method activity of the investments in
limited partnerships for the years ended December 31:
1998 1997
---- ----
Investments per balance sheet,
beginning of year $ 5,923,350 $ 7,221,643
Equity in losses of limited
partnerships (1,047,939) (1,230,014)
Distributions paid (16,625) (21,031)
Amortization of paid acquisition
fees and costs (47,248) (47,248)
---------- ----------
Investments in limited partnerships,
end of year $ 4,811,538 $ 5,923,350
========== ==========
27
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted in
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:
COMBINED CONDENSED BALANCE SHEETS
1998 1997
---- ----
ASSETS
Buildings and improvements,
net of accumulated
depreciation for 1998
and 1997 of $10,899,000
and $8,955,000, respectively $ 49,813,000 $ 51,626,000
Land 4,076,000 4,077,000
Due from related parties 21,000 21,000
Other assets 4,332,000 3,906,000
---------- ----------
$ 58,242,000 $ 59,630,000
========== ==========
LIABILITIES
Mortgage and construction
loans payable $ 49,698,000 $ 49,923,000
Due to related parties 2,355,000 1,861,000
Other liabilities 1,170,000 1,564,000
---------- ----------
53,223,000 53,348,000
---------- ----------
PARTNERS' CAPITAL
WNC Housing Tax Credit
Fund III, L.P. 3,204,000 4,458,000
Other partners 1,815,000 1,824,000
---------- ----------
5,019,000 6,282,000
---------- ----------
$ 58,242,000 $ 59,630,000
========== ==========
28
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
COMBINED CONDENSED STATEMENTS OF OPERATIONS
1998 1997 1996
---- ---- ----
Revenues $ 6,542,000 $ 6,416,000 $ 6,270,000
Expenses:
Operating expenses 3,993,000 3,989,000 3,778,000
Interest expense 1,862,000 1,873,000 1,922,000
Depreciation and
amortization 1,944,000 1,958,000 1,993,000
---------- ---------- ----------
Total expenses 7,799,000 7,820,000 7,693,000
---------- ---------- ----------
Net loss $ (1,257,000) $ (1,404,000) $ (1,423,000)
========== ========== ==========
Net loss allocable to
the Partnership $ (1,245,000) $ (1,387,000) $ (1,407,000)
========== ========== ==========
Net loss recorded by
the Partnership $ (1,048,000) $ (1,230,000) $ (1,407,000)
========== ========== ==========
In connection with tax credit adjustments, as defined in the partnership
agreements, the Company had amounts due from certain Local Limited Partnerships.
As of December 31, 1996, such amounts were deemed by management to be
uncollectible. Accordingly, amounts were charged to operations totaling $70,455
for the year ended December 31, 1996.
Certain Local Limited Partnerships have incurred significant operating losses
and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partner may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
impaired.
NOTE 3 - RELATED PARTY TRANSACTIONS
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or their affiliates for the following items:
Acquisition fees not to exceed 9% of the gross proceeds from the sale
of Units as compensation for services rendered in connection with the
acquisition of Local Limited Partnerships. As of December 31, 1998 and
1997, the Partnership incurred acquisition fees of $1,350,000.
Accumulated amortization of these capitalized costs was $250,125 and
$205,129 as of December 31, 1998 and 1997, respectively.
Reimbursement of costs incurred by the General Partner in connection
with the acquisition of Local Limited Partnerships. These
reimbursements have not exceeded 1.6% of the gross proceeds. As of
December 31, 1998 and 1997, the Partnership incurred acquisition costs
of $67,423, which have been included in investments in limited
partnerships. Accumulated amortization was $12,319 and $10,067 as of
December 31, 1998 and 1997, respectively.
29
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1998, 1997 and 1996
NOTE 3 - RELATED PARTY TRANSACTIONS, continued
An annual asset management fee equal to 0.5% of the invested assets of
the Local Limited Partnerships, including the Partnership's allocable
share of the mortgages. Management fees of $299,473 were incurred for
1998, 1997 and 1996, of which $0, $125,000 and $65,000 were paid
during 1998, 1997 and 1996, respectively.
A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving a preferred return of 16% through December
31, 2002 and 6% thereafter (as defined in the Partnership Agreement)
and is payable only if the General Partner or its affiliates render
services in the sales effort.
The accrued fees and expenses due to General Partner and affiliates as of
December 31, 1998 and 1997 consist of the following:
1998 1997
---- ----
Advances from WNC $ 3,210 $ 668
Asset management fee payable 1,222,204 922,731
---------- -----------
$ 1,225,414 $ 923,399
========== ===========
The General Partner does not anticipate that these accrued fees will be paid
until such time as capital reserves are in excess of future foreseeable working
capital requirements of the Partnership.
NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the respective limited partnership
agreements. These contributions are payable in installments and are generally
due upon the limited partnerships achieving certain development and operating
benchmarks (generally within two years of the Partnership's initial investment).
NOTE 5 - INCOME TAXES
No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.
30
<PAGE>
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) During the last two fiscal years of the Partnership, 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.
(iii) The decision to change accountants was approved by the board of
directors of WNC & Associates, Inc., the general partner of the
Partnership.
(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 December 16, 1998, 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).
UNIT 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 trusts established by 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.
31
<PAGE>
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.
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 and 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 Services 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 in California and Texas.
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.
32
<PAGE>
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 of 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 that 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.
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
Partner or its affiliates for the following fees:
(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of the Invested Assets of the Partnership, as defined.
"Invested Assets" means the sum of the Partnership's investment in Local
Limited Partnership Interests and the Partnership's allocable share of the
amount of indebtedness related to the Housing Complexes. Fees of $299,473
were incurred during the year ended December 31, 1998. The Partnership paid
the General Partner or its affiliates $0 of those fees in 1998.
(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of an Housing Complex or Local Limited Partnership Interest.
Subordinated disposition fees will be subordinated to the prior return of
the Limited Partners' capital contributions and payment of the Preferred
Return on investment to the Limited Partners. "Preferred Return" means
an annual, cumulative but not compounded, "return" to the Limited Partners
(including Low Income Housing Credits) as a class on their adjusted capital
contributions commencing for each Limited Partner on the last day of the
calendar quarter during which the Limited Partner's capital contribution
is received by the Partnership, calculated at the following rates: (i) 16%
through December 31, 2002, and (ii) 6% for the balance of the Partnerships
term. No disposition fees have been paid.
(c) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $23,000 during the year
ended December 31, 1998
33
<PAGE>
(d) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$24,000 for the General Partner for the year ended December 31, 1998. The
General Partner is also entitled to receive 1% of cash distributions. There
were no distributions of cash to the General Partner during the year ended
December 31, 1998.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
No person is known to the General Partner 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 Partner or its affiliates own directly or
beneficially any Units in the Partnership
(c) Changes in Control
The management and control of the General Partner 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 Partner of the Partnership and elect a
successor General Partner.
Item 13. Certain Relationships and Related Transactions
The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interest in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.
34
<PAGE>
UNIT IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
(a)(1) Financial statements included in Part II hereof:
Report of Independent Certified Public Accountants
Independent Auditors' Report
Balance Sheets, December 31, 1998 and 1997
Statements of Operations for the years ended December 31, 1998, 1997
and 1996
Statements of Partners' Equity (Deficit) for the years ended
December 31, 1998, 1997 and 1996
Statements of Cash Flows for the years ended December 31, 1998, 1997
and 1996
Notes to Financial Statements
(a)(2) Financial statement schedules included in Part IV hereof:
Report of Independent Certified Public Accountants on Financial
Statement Schedule
Schedule III - Real Estate Owned by Local Limited Partnerships
(b) Reports on Form 8-K.
1. A Form 8-K dated December 16, 1998 was filed on December 22, 1998
reporting the dismissal of the Partnership's former auditors and the
engagement of new auditors. No financial statements were included.
(c) Exhibits.
3.1 Articles of incorporation and by-laws: The registrant is not
incorporated. The Partnership Agreement dated May 10, 1991 is included
as Exhibit B to the Prospectus dated January 2, 1992, filed as Exhibit
28.1 to Form 10 K for the year ended December 31, 1994.
10.1 Second Amended and Restated Agreement and Certificate of Limited
Partnership of Tanglewood Limited Partnership (7) filed as exhibit
10.11 to Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.1.
10.2 Amended and Restated Agreement of Limited Partnership of Windemere
Associates Limited Partnership filed as exhibit 10.12 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.2.
10.3 Amended and Restated Agreement of Limited Partnership of Woodland
Apartments, L.P. filed as exhibit 10.13 to Post-Effective Amendment
No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Meadow Run
Associates Limited Partnership filed as exhibit 10.14 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Candleridge
Apartments of Bondurant L.P. filed as exhibit 10.15 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Candleridge
Apartments of Waukee L.P. filed as exhibit 10.16 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.6.
35
<PAGE>
10.7 Amended and Restated Agreement and Certification of Limited Partnership
of Fairview Village V, Limited Partnership filed as exhibit 10.17 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.7.
10.8 Woodview Limited Partnership Amended and Restated Limited Partnership
Agreement filed as exhibit 10.18 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Coffeeville
Housing, Ltd. filed as exhibit 10.19 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of Crockett Manor
Senior Citizens Complex, Ltd. filed as exhibit 10.20 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.10.
10.11 Amended and Restated Agreement and Certificate of Limited Partnership
of Delta Manor, L.P. filed as exhibit 10.21 to Post-Effective Amendment
No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.11.
10.12 Amended and Restated Agreement and Certificate of Limited Partnership
of Eupora Apartments, L.P. filed as exhibit 10.22 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by
reference as exhibit 10.12.
10.13 Amended and Restated Agreement of Limited Partnership of Levelland
Manor, L.P. filed as exhibit 10.23 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.13.
10.14 Third Amendment to the Partnership Agreement of Parks I Limited
Partnership filed as exhibit 10.24 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as
exhibit 10.14.
10.15 Second Amendment Village Lane Properties Certificate and Agreement of
Limited Partnership filed as exhibit 10.25 to Post-Effective Amendment
No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.15.
10.16 Amended and Restated Agreement of Limited Partnership of Gulf Coast
Apartments, L.P. filed as exhibit 10.1 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.16.
10.17 Amended and Restated Agreement of Limited Partnership of Gulf Coast
Apartments of Long Beach, L.P. filed as exhibit 10.2 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.17.
10.18 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Benson filed as exhibit 10.3 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.18.
10.19 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Dallas filed as exhibit 10.4 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.19.
10.20 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Dunn filed as exhibit 10.5 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.20.
36
<PAGE>
10.21 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Kings Mountain filed as exhibit 10.6 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.21.
10.22 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Lee filed as exhibit 10.7 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.22.
10.23 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Sanford filed as exhibit 10.8 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.23.
10.24 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Selma filed as exhibit 10.9 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.24.
10.25 Amended and Restated Agreement of Limited Partnership of Logan Park
Associates Limited Partnership filed as exhibit 10.10 to Form 8-K/A
Current Report Amendment 10.25.
10.26 Agreement of Limited Partnership of Oakdale Senior Housing Limited
Partnership filed as exhibit 10.11 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.26.
10.27 Amended and Restated Agreement of Limited Partnership of Clinton
Terrace Apartments, Ltd. filed as exhibit 10.12 to Form 8-K/A Current
Report Amendment No. 2 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.27.
10.28 Amended and Restated Agreement and Certification of Limited Partnership
of Wilcam Housing, Ltd. filed as exhibit 10.38 to Post-Effective
Amendment No. 13 dated October 22, 1993 is hereby incorporated herein
by reference as exhibit 10.28.
10.29 Amended and Restated Agreement and Certificate of Limited Partnership
of Cherokee Housing, Ltd. filed as exhibit 10.39 to Post-Effective
Amendment No. 13 dated October 22, 1993 is hereby incorporated herein
by reference as exhibit 10.29.
10.30 Amended and Restated Agreement of Limited Partnership of Beaumont
Elderly Housing, L.P. filed as exhibit 10.1 to Form 8-K dated January
4, 1994 is hereby incorporated herein by reference as exhibit 10.30.
10.31 Amended and Restated Agreement of Limited Partnership of Lake Ridge
Apartments, Ltd. filed as exhibit 10.2 to Form 8-K dated January 4,
1994 is hereby incorporated herein by reference as exhibit 10.31.
10.32 Amended and Restated Agreement of Limited Partnership of Orange Beach
Housing, Ltd. filed as exhibit 10. 3 to Form 8-K dated January 4, 1994
is hereby incorporated herein by reference as exhibit 10.32.
10.33 Amended and Restated Agreement of Limited Partnership of Cambridge
Court Associates Limited Partnership filed as exhibit 10.3 to Form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.33.
10.34 Amended and Restated Agreement of Limited Partnership of Chester
Associates I, A Limited Partnership filed as exhibit 10.4 to form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.34.
10.35 Amended and Restated Agreement of Limited Partnership of Red Bud
Associates I, A Limited Partnership filed as exhibit 10.5 to form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.35.
37
<PAGE>
10.36 Amended and Restated Agreement of Limited Partnership of Post Manor,
L.P. filed as exhibit 10.6 to form 10-K dated December 31, 1992 is
hereby incorporated herein by reference as exhibit 10.36.
10.37 Amended and Restated Agreement of Limited Partnership of Steeleville
Associates I, Al imited Partnership filed as exhibit 10.7 to form 10-K
dated December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.37.
10.38 Amended and Restated Agreement of Limited Partnership of Wills Point
Manor, L.P. filed as exhibit 10.8 to form 10-K dated December 31, 1992
is hereby incorporated herein by reference as exhibit 10.38.
10.39 Amended and Restated Agreement of Limited Partnership of Killbuck
Limited Partnership filed as exhibit 10.9 to form 10-K dated December
31, 1992 is hereby incorporated herein by reference as exhibit 10.39.
10.40 Amended and Restated Agreement of Limited Partnership of Coosa Co.
Housing, Ltd. filed as exhibit 10.10 to form 10-K dated December 31,
1992 is hereby incorporated herein by reference as exhibit 10.40.
10.41 Amended and Restated Agreement of Limited Partnership of Ft. Deposit
Housing, Ltd. Filed as exhibit 10.11 to form 10-K dated December 31,
1992 is hereby incorporated herein by reference as exhibit 10.41.
(d) Financial statement schedule follows, as set forth in subsection (a)(2)
hereof.
38
<PAGE>
Report of Independent Certified Public Accountants on
Financial Statement Schedule
To the Partners
WNC Housing Tax Credit Fund III, L.P.
The audit referred to in our report dated April 1, 1999, relating to the 1998
financial statements of WNC Housing Tax Credit Fund III, L.P. (the
"Partnership"), which is contained in Item 8 of this Form 10-K, included the
audit of the accompanying financial statement schedule. The financial statement
schedule is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on this financial statement schedule
based upon our audit.
In our opinion, such financial statement schedule presents fairly, in all
material respects, the financial information set forth therein.
BDO SEIDMAN, LLP
Orange County, California
April 1, 1999
39
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
As of December 31, 1998
--------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Beaumont Elderly Beaumont,
Housing, L.P. Mississippi $ 229,000 $ 229,000 $ 933,000 $ 1,283,000 $ 125,000 $ 1,158,000
Brownfield Seniors Brownsfield,
Community, Ltd. Texas 147,000 147,000 691,000 837,000 94,000 743,000
Buffalo Apartments, Buffalo,
Ltd. Texas 91,000 91,000 388,000 552,000 67,000 485,000
Cambridge Court Grottoes,
Associates Limited Virginia 254,000 254,000 1,333,000 1,653,000 255,000 1,398,000
Partnership
Candleridge Apart- Bondurant,
ments of Bondurant Iowa 99,000 99,000 605,000 767,000 156,000 611,000
L.P.
Candleridge Apart- Waukee,
ments of Waukee Iowa 101,000 101,000 659,000 800,000 146,000 654,000
L.P.
Carlinville Carlinville,
Associates I, L.P. Illinois 105,000 105,000 503,000 645,000 192,000 453,000
Cherokee Housing, Cedar Bluff,
Ltd. Alabama 110,000 110,000 624,000 734,000 125,000 609,000
Chester Associates Chester,
I, a Limited Illinois 159,000 159,000 694,000 1,000,000 218,000 782,000
Partnership
Clinton Terrace Albany,
Apartments, Ltd. Kentucky 138,000 138,000 774,000 924,000 176,000 748,000
Coffeeville Coffeeville,
Housing, Ltd. Alabama 103,000 103,000 547,000 655,000 116,000 539,000
Coosa County Rockford,
Housing, Ltd. Alabama 103,000 103,000 566,000 686,000 129,000 557,000
</TABLE>
40
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
As of December 31, 1998
--------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Crockett Manor, Crockett,
Ltd. Texas 184,000 184,000 905,000 1,158,000 156,000 1,002,000
Crockett Manor Crockett,
Senior Citizens Texas 203,000 203,000 1,026,000 1,313,000 154,000 1,159,000
Complex, Ltd.
Delta Manor, L.P. Techula,
Mississippi 227,000 227,000 1,239,000 1,543,000 363,000 1,180,000
Eupora Apartments, Eupora,
L.P. Mississippi 138,000 138,000 1,208,000 1,422,000 232,000 1,190,000
Fairview Village Carroll,
V, Limited Iowa 119,000 119,000 597,000 767,000 137,000 630,000
Partnership
Fox Lake Manor Fox Lake,
Limited Partnership Wisconsin 84,000 84,000 376,000 480,000 101,000 379,000
Ft. Deposit Fort Deposit,
Housing, Ltd. Alabama 127,000 127,000 706,000 854,000 157,000 697,000
Gulf Coast Gulfport,
Apartments, L.P. Mississippi 320,000 320,000 1,454,000 1,838,000 424,000 1,414,000
Gulf Coast Apart- Long Beach,
ments of Long Mississippi 315,000 315,000 1,462,000 1,841,000 418,000 1,423,000
Beach, L.P.
Heritage Colonial Blackshear,
Homes, L.P. Georgia 125,000 115,000 530,000 752,000 113,000 639,000
HOI Limited Benson,
Partnership of North Carolina 269,000 269,000 1,234,000 1,684,000 275,000 1,409,000
Benson
HOI Limited Dallas,
Partnership of North Carolina 366,000 366,000 1,719,000 2,268,000 407,000 1,861,000
Dallas
</TABLE>
41
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
As of December 31, 1998
--------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
HOI Limited Dunn, North
Partnership of Carolina 170,000 170,000 830,000 1,077,000 195,000 882,000
Dunn
HOI Limited Kings Mountain,
Partnership of North Carolina 262,000 262,000 1,245,000 1,637,000 285,000 1,352,000
Kings Mt.
HOI Limited Sanford, North
Partnership of Carolina 419,000 419,000 2,008,000 2,640,000 426,000 2,214,000
Lee
HOI Limited Sanford, North
Partnership of Carolina 277,000 277,000 1,283,000 1,739,000 282,000 1,457,000
Sanford
HOI Limited Selma, North
Partnership of Carolina 271,000 271,000 1,250,000 1,746,000 304,000 1,442,000
Selma
Killbuck Limited Killbuck,
Partnership Ohio 151,000 151,000 753,000 936,000 221,000 715,000
Lake Ridge Tiptonville,
Apartments, L.P. Tennessee 317,000 317,000 1,469,000 1,831,000 170,000 1,661,000
Levelland Manor, Levelland,
L.P. Texas 175,000 175,000 909,000 1,121,000 157,000 964,000
Logan Park Caldwell,
Associates Limited Idaho 571,000 571,000 2,288,000 3,021,000 648,000 2,373,000
Partnership
Meadow Run Gordonsville,
Associates Limited Virginia 302,000 302,000 1,497,000 1,856,000 221,000 1,635,000
Partnership
Oakdale Senior Oakdale,
Housing Limited California 919,000 919,000 3,089,000 4,654,000 767,000 3,887,000
Partnership
</TABLE>
42
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
As of December 31, 1998
--------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Orange Beach Orange Beach,
Housing, Ltd. Alabama 229,000 208,000 1,097,000 1,350,000 163,000 1,187,000
Parks I Limited Chatham,
Partnership Virginia 253,000 253,000 1,251,000 1,576,000 277,000 1,299,000
Post Manor, L.P. Post, Texas 117,000 117,000 604,000 734,000 104,000 630,000
Red Bud Associates Red Bud,
I, a Limited Illinois 135,000 135,000 602,000 931,000 177,000 754,000
Partnership
Steeleville Steeleville,
Associates I, a Illinois 110,000 110,000 541,000 727,000 151,000 576,000
Limited Partnership
Tanglewood Limited Frankfurt,
Partnership Ohio 212,000 212,000 1,071,000 1,322,000 309,000 1,013,000
Village Lane Farmington,
Properties, a Arkansas 168,000 168,000 891,000 984,000 217,000 767,000
Limited Partnership
Whitted Forest Hillsborough,
Limited Partnership North Carolina 685,000 685,000 1,042,000 2,010,000 191,000 1,819,000
Wilcam Housing, Camden,
Ltd. Alabama 126,000 106,000 624,000 758,000 110,000 648,000
Wills Point Manor, Wills Point,
L.P. Texas 124,000 124,000 631,000 765,000 109,000 656,000
Windmere Associates Lexington,
Limited Partnership Virginia 291,000 291,000 1,490,000 1,839,000 208,000 1,631,000
Woodlands Mount Pleasant,
Apartments, L.P. Texas 239,000 239,000 1,259,000 1,527,000 216,000 1,311,000
</TABLE>
43
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
As of December 31, 1998
--------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Woodview Limited Chillicothe,
Partnership Illinois and
Glassford,
Illinois 269,000 269,000 1,201,000 1,551,000 255,000 1,296,000
---------- ---------- ---------- ---------- ---------- ----------
$ 10,908,000 $ 10,857,000 $ 49,698,000 $ 64,788,000 $ 10,899,000 $53,889,000
========== ========== ========== ========== ========== ==========
</TABLE>
44
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
For the year ended December 31, 1998
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Beaumont Elderly Housing, L.P. $ 93,000 $ (23,000) 1995 Completed 45
Brownfield Seniors Community,
Ltd. 81,000 (4,000) 1994 Completed 40
Buffalo Apartments, Ltd. 84,000 10,000 1995 Completed 35
Cambridge Court Associates Limited
Partnership 134,000 (33,000) 1992 Completed 35
Candleridge Apartments of Bondurant
L.P. 108,000 (16,000) 1992 Completed 27.5
Candleridge Apartments of Waukee
L.P. 129,000 4,000 1992 Completed 27.5
Carlinville Associates I, L.P. 55,000 (38,000) 1994 Completed 30
Cherokee Housing, Ltd. 65,000 (14,000) 1993 Completed 40
Chester Associates I, a Limited
Partnership 73,000 (35,000) 1992 Completed 27.5
Clinton Terrace Apartments, Ltd. 72,000 (13,000) 1993 Completed 40
Coffeeville Housing, Ltd. 45,000 (21,000) 1993 Completed 40
Coosa County Housing, Ltd. 56,000 (10,000) 1992 Completed 40
Crockett Manor, Ltd. 131,000 (14,000) 1994 Completed 40
Crockett Manor Senior Citizens
Complex, Ltd. 111,000 (9,000) 1993 Completed 50
Delta Manor, L.P. 145,000 (27,000) 1993 Completed 27.5
Eupora Apartments, L.P. 111,000 (31,000) 1992 Completed 40
Fairview Village V, Limited
Partnership 75,000 (5,000) 1992 Completed 40
Fox Lake Manor Limited Partnership 42,000 (10,000) 1994 Completed 27.5
Ft. Deposit Housing, Ltd. 68,000 (21,000) 1992 Completed 40
Gulf Coast Apartments, L.P. 191,000 (26,000) 1993 Completed 30
</TABLE>
45
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
For the year ended December 31, 1998
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gulf Coast Apartments of Long Beach,
L.P. 216,000 (21,000) 1993 Completed 30
Heritage Colonial Homes, L.P. 67,000 (14,000) 1994 Completed 40
HOI Limited Partnership of Benson 177,000 (26,000) 1993 Completed 40
HOI Limited Partnership of Dallas 199,000 (57,000) 1993 Completed 40
HOI Limited Partnership of Dunn 121,000 (17,000) 1993 Completed 40
HOI Limited Partnership of Kings Mt. 144,000 (37,000) 1993 Completed 40
HOI Limited Partnership of Lee 266,000 (60,000) 1993 Completed 40
HOI Limited Partnership of Sanford 190,000 (33,000) 1993 Completed 40
HOI Limited Partnership of Selma 207,000 (26,000) 1993 Completed 40
Killbuck Limited Partnership 77,000 (28,000) 1992 Completed 27.5
Lake Ridge Apartments, L.P. 136,000 (13,000) 1994 Completed 50
Levelland Manor, L.P. 115,000 (20,000) 1993 Completed 40
Logan Park Associates Limited
Partnership 388,000 (56,000) 1993 Completed 27.5
Meadow Run Associates Limited
Partnership 156,000 (28,000) 1992 Completed 35
Oakdale Senior Housing Limited
Partnership 314,000 (152,000) 1993 Completed 30
Orange Beach Housing, Ltd. 98,000 (34,000) 1994 Completed 40
Parks I Limited Partnership 210,000 (37,000) 1993 Completed 40
Post Manor, L.P. 68,000 (16,000) 1992 Completed 40
Red Bud Associates I, a Limited
Partnership 66,000 (29,000) 1992 Completed 27.5
Steeleville Associates I, a Limited
Partnership 49,000 (19,000) 1992 Completed 27.5
Tanglewood Limited Partnership 102,000 (36,000) 1992 Completed 27.5
</TABLE>
46
<PAGE>
WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
For the year ended December 31, 1998
------------------------------------------------------------------------------
Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Village Lane Properties, a Limited
Partnership 193,000 (42,000) 1993 Completed 25
Whitted Forest Limited Partnership 181,000 (13,000) 1993 Completed 40
Wilcam Housing, Ltd. 59,000 (16,000) 1993 Completed 40
Wills Point Manor, L.P. 79,000 (11,000) 1992 Completed 40
Windmere Associates Limited
Partnership 148,000 (38,000) 1992 Completed 35
Woodlands Apartments, L.P. 154,000 (32,000) 1992 Completed 40
Woodview Limited Partnership 152,000 (10,000) 1992 Completed 40
---------- ---------
$6,201,000 $(1,257,000)
========= ==========
</TABLE>
47
<PAGE>
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 HOUSING TAX CREDIT FUND III, L.P.
By: WNC Tax Credit Partners, 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 of WNC & Associates, Inc.
Date: June 23, 1999
By: /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: June 23, 1999
By: /s/ Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr., General Partner
Date: June 23, 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., Chairman of the Board of WNC & Associates, Inc.
Date: June 23, 1999
By: /s/ John B. Lester, Jr.
John B. Lester, Jr., Director of WNC & Associates, Inc.
Date: June 23, 1999
By: /s/ David N. Shafer
David N Shafer, Director of WNC & Associates, Inc.
Date: June 23, 1999
48
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000875278
<NAME> WNC HOUSING TAX CREDIT FUND III, L.P.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 338,486
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 338,486
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,150,024
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,873,792
<TOTAL-LIABILITY-AND-EQUITY> 5,150,024
<SALES> 0
<TOTAL-REVENUES> 14,043
<CGS> 0
<TOTAL-COSTS> 374,813
<OTHER-EXPENSES> 1,047,939
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,408,709)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,408,709)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,408,709)
<EPS-BASIC> (92.97)
<EPS-DILUTED> 0
</TABLE>
