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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
WNC California Housing Tax Credits III, L.P.
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(Name of Subject Company [Issuer])
Everest Tax Credit Investors, LLC
Everest Properties II, LLC
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(Bidder)
Units of Limited Partnership Interests
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Christopher K. Davis
Everest Properties II, LLC
199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
Telephone (800) 611-4613
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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Transaction Valuation: $899,500(1) Amount of Filing Fee: $179.90
(1) Calculated as the product of the number of Units on which the Offer is
made and the gross cash price per Unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount previously paid: $179.90 Filing party: Everest Tax Credit Investors, LLC
Form or registration no.: SC14D-1 Date filed: May 12, 1998
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AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 is filed by Everest Tax Credit Investors, LLC, a
California limited liability company (the "Purchaser"), and Everest Properties
II, LLC, a California limited liability company ("EPII") as the final amendment
to the Tender Offer Statement on Schedule 14D-1 originally filed by the
Purchaser with the Securities and Exchange Commission on May 12, 1998, as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No.
4, relating to the Purchaser's offer to purchase up to 1,799 units of limited
partnership interests ("Units") in WNC California Housing Tax Credits III, L.P.
(the "Partnership") upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated May 12, 1998, and the related Agreement of Transfer
and Letter of Transmittal. Capitalized terms used but not defined herein have
the meaning ascribed to them in the Offer to Purchase. The Offer is hereby
amended to include the information below.
ITEM 6. Interest in Securities of the Subject Company
Item 6 is hereby amended and supplemented by adding the following sentences
thereto:
The Offer expired pursuant to its terms at 6:00 p.m., New York time, on
Thursday, June 18, 1998. The Purchaser received 165 Units that were validly
tendered and not withdrawn, all of which were accepted for payment. The
Partnership has confirmed that the Units have been transferred to the Purchaser
as of June 30, 1998, and payment has been sent. Accordingly, as a result of the
Offer, the Purchaser owns 165 Units, which represent approximately 0.9% of the
outstanding Units.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 6, 1998
EVEREST TAX CREDIT INVESTORS, LLC
By: EVEREST PROPERTIES II, LLC,
Manager
By: /s/ David I. Lesser
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David I. Lesser
Executive Vice President
EVEREST PROPERTIES II, LLC
By: /s/ David I. Lesser
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David I. Lesser
Executive Vice President
