FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-28370
WNC HOUSING TAX CREDIT FUND IV, L.P. - Series 2
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0596399
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section 12(b) of the Act:
Title of Securities Exchanges on which Registered
NONE NOT APPLICABLE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
State the aggregate market value of the voting stock 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
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PART I.
Item 1. Business
Organization
WNC Housing Tax Credit Fund IV, L.P., Series 2 (the "Partnership") is a
California limited partnership formed under the laws of the State of California
on September 27, 1993 to acquire limited partnership interests in local limited
partnerships ("Local Limited Partnerships") which own multifamily apartment
complexes that are eligible for low-income housing federal income tax credits
(the "Low Income Housing Credit")
The general partner of the Partnership is WNC Tax Credits Partner IV, L.P. ("The
General Partner"). The general partner of the General Partner is WNC &
Associates, Inc. ("Associates"). The business of the Partnerships is conducted
primarily through Associates as neither the General Partner nor the Partnership
have employees of their own.
The Partnership conducted its public offering ("Offering") from July 1994 to
July 1995. 20,000 Units of Limited Partnership Interests ("Units"), at a price
of $1,000 per Unit were offered. Since inception a total of 15,600 Units
representing approximately $15,241,000 were sold throughout the offering. Enova
Financial, Inc. a California corporation, which is not an affiliate of the
Partnership or General Partner, has purchased 4,000 Units, which represents
25.6% of the Units outstanding for the Partnership. Enova Financial, Inc.
invested $3,641,000. A discount of $359,000 was allowed due to a volume
discount. See Item 12(a) in this 10-K.
Holders of Limited Partnership Interests are referred to herein as "Limited
Partners."
The Partnership has applied and will apply funds raised through its public
offerings, including the installment payments of the Limited Partners'
promissory notes as received, to the purchase price and acquisition fees and
costs of Local Limited Partnership Interests, reserves, and expenses of this
Offering.
Description of Business
The Partnership's principal business is to provide its Limited Partners with Low
Income Housing Credits. The Partnership's principal business therefore consists
of investing as a limited partner in Local Limited Partnerships each of which
will own and operate an apartment complex ("Apartment Complex") which will
qualify for the federal Low Income Housing Credit. In general, under Section 42,
an owner of a low-income housing project is entitled to receive the Low Income
Housing Credit in each year of a ten-year period (the "Credit Period"). The
Apartment Complex is subject to a fifteen-year compliance period (the
"Compliance Period").
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 a Local Limited Partnership of any Apartment Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Apartment
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the inability of the
Partnership to directly cause the sale of Apartment Complexes by the general
partners of the respective Local Limited Partnerships ("Local General
Partners"), but generally only to require such Local General Partners to use
their respective best efforts to find a purchaser for the Apartment Complexes,
it is not possible at this time to predict whether the liquidation of
substantially all of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
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Partnership ("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 an Apartment Complex, it is anticipated that the Local General Partner will
either continue to operate such Apartment Complex or take such other actions as
the Local General Partner believes to be in the best interest of the Local
Limited Partnership. In addition, circumstances beyond the control of the
General Partner may occur during the Compliance Period which would require the
Partnership to approve the disposition of an Apartment Complex prior to the end
thereof.
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 multifamily residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and neither the
Partnership's investments nor the Apartment Complexes owned by Local Limited
Partnerships will be readily marketable. Additionally, there can be no assurance
that the Partnership will be able to dispose of its interest in the Local
Limited Partnerships at the end of the Compliance Period. The value of the
Partnership's investments could be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the
Apartment Complexes and the Partnership. The Apartment Complexes will be subject
to loss through foreclosure. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that Partnership operations will be
profitable or that the anticipated Low Income Housing Credits will be available
to Limited Partners.
The Apartment Complexes owned by the Local Limited Partnerships in which the
Partnership has invested or is expected to invest were or are being developed by
the Local General Partners who acquired the sites and applied for applicable
mortgages and subsidies. The Partnership became or will become the principal
limited partner in these Local Limited Partnerships pursuant to arm's-length
negotiations with the Local General Partners. As a limited partner, the
Partnership's liability for obligations of the Local Limited Partnership is
limited to its investment. The Local General Partner of the Local Limited
Partnership retains responsibility for developing, constructing, maintaining,
operating and managing the Apartment Complex.
As of December 31, 1998, the Partnership had invested in twenty-two Local
Limited Partnerships. Each of these Local Limited Partnerships owns an Apartment
Complex that is or is expected to be eligible for the Low Income Housing Credit.
All of the Local Limited Partnerships also benefit from government programs
promoting low or moderate-income housing.
Following is recap of the status of the twenty-two Apartment Complexes owned by
the twenty-two Limited Partnerships invested in or identified by the
Partnership:
Construction Under
or Rehabilitation Construction
Completed or Rehabilitation
Properties acquired by 12/31/98 21 1
2
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The following is a schedule of the status as of December 31, 1997, of the
Apartment Complexes owned by Local Partnerships in which the Partnership was a
limited partner as of December 31, 1998:
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
AS OF DECEMBER 31, 1998
Number Percentage of
of Units Units Total Units
NAME & Location Apts. Completed Occupied Occupied
APT HOUSING OF EAST BREWTON 40 0 0 0%
East Brewton, (Escambia) Alabama
AUTUMN TRACE 58 58 58 100%
Silsbee (Hardin Co.) Texas
BROKEN BOW 16 16 14 88%
Broken Bow (Custer Co.), Nebraska
CHADWICK 48 48 48 100%
Eden, (Rockingham Co.) N.C.
COMANCHE 22 22 22 100%
Comanche (Comanche Co.) Texas
CROSSINGS 114 114 105 92%
Portage, Michigan
E.W. 16 16 13 81%
Evansville (Rock Co.) Wisconsin
GARLAND 18 18 18 100%
Malvern (Hot Spring Co.)Arkansas
HEREFORD 28 28 28 100%
Hereford, (Deaf Smith Co.) Texas
HICKORY LANE 24 24 23 96%
Newton (Newton Co.) Texas
HONEYSUCKLE 48 48 47 98%
Vidor (Orange Co.) Texas
KLIMPEL MANOR 59 59 59 100%
Fullerton (Orange Co.) CA
LA MESA 24 24 23 96%
Lamesa (Dawson Co.),
Texas
LAREDO HEIGHTS APTS 48 48 47 98%
Navasto, Texas
MOUNTAINVIEW 24 24 23 96%
North Wilkesboro (Wilkes Co.) N.C.
PALESTINE 42 42 42 100%
Palestine (Anderson Co.) Texas
PECAN 32 32 32 100%
Forrest City (St. Francis Co.) AR
PIONEER 112 112 110 98%
Bakersfield (Kern Co.) California
SIDNEY APARTMENTS I 18 18 14 78%
Omaha, Nebraska
SOUTHCOVE 54 54 54 100%
Orange Cove (Fresno Co.) CA
WALNUT BEND 24 24 24 100%
Buna (Jasper Co.) Texas
WAUKEE II 23 23 23 100%
Waukee (Dallas Co.) Iowa
====== ====== ====== ======
892 852 827 93%
====== ====== ====== ======
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Item 2. Properties
Through its investment in Local Limited Partnerships the Partnership holds
interests in Apartment Complexes. See Item 1 for information pertaining to the
Apartment Complexes.
Item 3. Legal Proceedings
NONE.
Item 4. Submission of Matters to a Vote of Security Holders
NONE.
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but were sold through a public
offering. It is not anticipated that any public market will develop for the
purchase and sale of any Unit. Units can be assigned only if certain
requirements in the Partnerships Agreement of Limited Partnership ("Partnership
Agreement") are satisfied.
(b) At December 31, 1998, there were 840 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. c) The Partnership was not designed
to provide cash distributions to Limited Partners in circumstances other than
refinancing or disposition of its investments in Local Limited Partnerships. The
Limited Partners received Low Income Housing Credits per Unit as follows:
1998 1997 1996
---- ---- ----
Federal $124 $113 $105
Item 6. Selected Financial Data
OMITTED
Note to Reader. Some of the limited partnerships in which the
Partnership has investments have yet to provide final audited financial
statements and other information as required under the terms of the
respective partnership agreements. That information is critical to the
completion of the Partnership's required disclosures in this Annual
Report on Form 10K, including information on the underlying property
investments, the Partnership's financial statements and required
supplementary schedules. Every effort is being made to obtain this
information and the registrant will file an amended Form 10K as quickly
as possible.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
OMITTED
See the Note to Reader in Part II, Item 6.
Impact of Year 2000
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
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 Local General Partners and/or property management companies 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 December 31, 1999 and where the lack of
such compliance is determined to have a potential material effect on the
Partnership's financial condition and results of operations, 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.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NONE.
Item 8. Financial Statements and Supplementary Data
OMITTED
See the Note to Reader in Part II, Item 6.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
(a)(1) (i) On December 16, 1998, Corbin & Wertz, Irvine, California
was dismissed as the Partnership's principal independent accountant.
(ii) The reports of Corbin & Wertz respecting the financial
statements of the Partnership did not contain an adverse opinion or a
disclaimer of opinion, nor were any such reports qualified or modified
as to uncertainty, audit scope, or accounting principles, as of and
for the years ended December 31, 1997 and 1996.
(iii) The decision to change accountants was approved by the
board of directors of the General Partner.
(iv) During the last two fiscal years and subsequent interim
period of the Partnership there were no disagreements between Corbin &
Wertz and the Partnership on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure of the nature described in Item 304(a)(1)(iv) of Securities
and Exchange Commission Regulation S-K.
(v) During the last two fiscal years and subsequent interim
period of the Partnership there were no reportable events of the
nature described in Item 304(a)(1)(v) of Securities and Exchange
Commission Regulation S-K.
(a)(2) On February 3, 1999, BDO Seidman, LLP, Costa Mesa, California
was engaged as the Partnership's principal independent accountant.
During the last two fiscal years and subsequent interim period of the
Partnership, the Partnership did not consult BDO Seidman, LLP
regarding (i) either, the application of accounting principles to a
specified transaction; or the type of audit opinion that might be
rendered on the Partnership's financial statements, or (ii) any matter
that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or
was a reportable event (as defined in Item 304(a)(1)(v) of Securities
and Exchange Commission Regulation S-K).
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PART III.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who
serves as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred
N. Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC &
Associates, Inc. are Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and
a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and
a general partner in some of the programs previously sponsored by the Sponsor.
Mr. Cooper has been involved in real estate investment and acquisition
activities since 1968. Previously, during 1970 and 1971, he was founder and
principal of Creative Equity Development Corporation, a predecessor of WNC &
Associates, Inc., and of Creative Equity Corporation, a real estate investment
firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.
John B. Lester, Jr., age 65, is President, a Director, Secretary and a
member of the Acquisition Committee of WNC & Associates, Inc., and a Director of
WNC Capital Corporation. Mr. Lester has 27 years of experience in engineering
and construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries which he co-founded in 1973. Mr. Lester graduated from the University
of Southern California in 1956 with a Bachelor of Science degree in Mechanical
Engineering.
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.
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David N. Shafer, age 46, is Senior Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.
Michael L. Dickenson, age 42, is Vice President - Finance, Chief Financial
Officer and a member of the Acquisition Committee of WNC & Associates, Inc. and
Chief Financial Officer of WNC Management, Inc. He has been involved with
acquisition and investment activities with respect to real estate since 1985.
Prior to joining the Sponsor in March 1999, he was the Director of Financial
Reporting at TrizecHahn Centers Inc., a developer and operator of commercial
real estate, from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real
Estate Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of
Finance with Great Southwest Companies, a commercial and residential real estate
developer, from 1985 to 1988. Mr. Dickenson is a member of the Financial
Accounting Standards Committee for the National Association of Real Estate
Companies and the American Institute of Certified Public Accountants, and a
Director of HomeAid Southern California, a charitable organization affiliated
with the building industry. He graduated from Texas Tech University in 1978 with
a Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant.
Thomas J. Riha, age 44, is Vice President - Asset Management and a member
of the Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business
Administration with a concentration in Accounting and is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 53, is Vice President - National Sales of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment activities since 1978. Prior to joining
the Sponsor he served as Executive Vice President by MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 36, is Vice President - Acquisitions of WNC &
Associates, Inc. He has been involved in real estate acquisitions and
investments since 1986 and has been employed with WNC & Associates, Inc. since
1994. Prior to that, he served on the development team of the Bixby Ranch which
constructed apartment units and Class A office space in California and
neighboring states, and as a land acquisition coordinator with Lincoln Property
Company where he identified and analyzed multi-family developments. Mr. Buckland
graduated from California State University, Fullerton in 1992 with a Bachelor of
Science degree in Business Finance.
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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 Associates for the following fees:
(a) Selection fees in an amount equal to 8% of the gross proceeds of the
Partnerships' Offering ("Gross Proceeds"). Through December 31, 1998,
approximately $1,059,000 of selection fees had been incurred by the Partnership,
(b) A nonaccountable expense reimbursement in an amount equal to 2% of Gross
Proceeds. Through December 31, 1998, approximately $312,000 of nonaccountable
expense reimbursement has been incurred the Partnership.
(c) An annual asset management fee in an amount equal to the greater of (i)
$2,000 for each Apartment Complex or (ii) 0.275% of gross proceeds. Asset
management fees of$42,900 $42,900 and $42,900 were incurred during the years
ended December 31, 1998, 1997 and 1996, respectively.
(d) A subordinated disposition fee in an amount equal to 1% of the sale price
received in connection with the sale or disposition of an Apartment Complex or
interest in a Local Limited Partnership. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital contributions
and payment of the return on investment (as defined in Article I of the
Partnership Agreement), which includes Low Income Housing Credits, to the
Limited Partners. Through December 31, 1998, no disposition fee had been
incurred by the Partnerships.
(e) The General Partner was allocated Low Income Housing Credits of $19,605,
$17,850 and $16,603 for the years ended December 31, 1998, 1997 and 1996.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners(1)
(1) a) Security Ownership of Certain Beneficial Owners
The following is only person known to own beneficially in excess of 5%
of the outstanding Limited Partnership Interests:
Name and Address Amount and
Title of Class of Beneficial Owner Nature of Percent
Beneficial Owner of Class
- -------------------------------------------------------------------------------
Units of Limited Enova Financial , Inc. 4,000 units 25.6%
Partnership Interests P.O. Box 126943
San Diego, CA 92113-6943
(b) Security Ownership of Management
Neither the General Partner, Associates nor any of the officers or
directors of Associates own directly or beneficially any limited partnership
interests in the Partnership.
(c) Changes in Control
The management and control of the General Partners may be changed at
any time in accordance with their respective organizational documents, without
the consent or approval of the Limited Partners. In addition, the Partnership
Agreement provides for the admission of one or more additional and successor
General Partners in certain circumstances.
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may designate
one or more persons to be successor or additional General Partners. In addition,
any General Partner may, without the consent of any other General Partner or the
Limited Partners, (I) substitute in its stead as General Partner any entity
which has, by merger, consolidation or otherwise, acquired substantially all of
its assets, stock or other evidence of equity interest and continued its
business, or (ii) cause to be admitted to the Partnership an additional General
Partner or Partners if it deems such admission to be necessary or desirable so
that the Partnership will be classified a partnership for Federal income tax
purposes. Finally, a majority-in-interest of the Limited Partners may at anytime
remove the General Partner of the Partnership and elect a successor General
Partner
Item 13. Certain Relationships and Related Transactions
WNC & Associates, Inc. All of the Partnership's affairs are managed by
the General Partner, through Associates. The transactions with the General
Partner and Associates are primarily in the form of fees paid by the Partnership
for services rendered to the Partnership, as discussed in Item 11 and in the
notes to the accompanying financial statements.
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PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
OMITTED
See the Note to Reader in Part II, Item 6.
Exhibits
(3): Articles of incorporation and by-laws: The registrant is not incorporated.
The Partnership Agreement is included as Exhibit B to the Prospectus which is
included in Post-Effective No 11 to Registration Statement on Form S-11 dated
May 24, 1995 incorporated herein by reference as Exhibit 3. (10) Material
contracts: 10.1 Amended and Restated Agreement of Limited Partnership of
Chadwick Limited Partnership filed as exhibit 10.1 to Form 8-K dated July 22,
1994 is hereby incorporated herein by reference as exhibit 10.1.
10.2 Second Amended and Restated Agreement of Limited Partnership of Garland
Street Limited Partnership filed as exhibit 10.2 to Form 8-K dated July 22, 1994
is hereby incorporated herein by reference as exhibit 10.2
10.3 Amended and Restated Agreement of Limited Partnership of Lamesa Seniors
Community, Ltd. filed as exhibit 10.3 to Form 8-K dated July 22, 1994 is hereby
incorporated herein by reference as exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Palestine Seniors
Community, Ltd. filed as exhibit 10.4 to Form 8-K dated July 22, 1994 is hereby
incorporated herein by reference as exhibit 10.4.
10.5 Second Amended and Restated Agreement of Limited Partnership of Southcove
Associates filed as exhibit 10.1 to Form 8-K dated August 8, 1994 is hereby
incorporated herein by reference as exhibit 10.5.
10.6 Third Amended and Restated Agreement of Limited Partnership of Southcove
Associates d. filed as exhibit 10.2 to Form 8-K dated August 8, 1994 is hereby
incorporated herein by reference as exhibit 10.6.
10.7 Amended and Restated Agreement of Limited Partnership of Comanche
Retirement Village, Ltd. filed as exhibit 10.1 to Form 8-K dated August 31, 1994
is hereby incorporated herein by reference as exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Mountainview
Apartments Limited Partnership filed as exhibit 10.1 to Form 8-K dated September
21, 1994 is hereby incorporated herein by reference as exhibit 10.8.
10.9 Second Amendment to Amended and Restated Agreement of Limited Partnership
of Mountainview Apartments Limited Partnership filed as exhibit 10.2 to Form 8-K
dated September 21, 1994 is hereby incorporated herein by reference as exhibit
10.9.
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<PAGE>
10.10 Amended and Restated Agreement of Limited Partnership of Pecan Grove
Limited Partnership filed as exhibit 10.3 to Form 8-K dated September 21, 1994
is hereby incorporated herein by reference as exhibit 10.10.
10.11 Second Amendment to Amended and Restated Agreement of Limited Partnership
of Pecan Grove Limited Partnership filed as exhibit 10.4 to Form 8-K dated
September 21, 1994 is hereby incorporated herein by reference as exhibit 10.11.
10.12 Second Amendment to and Entire Restatement of the Agreement of Limited
Partnership of Autumn Trace Associates, Ltd. filed as exhibit 10.1 to Form 8-K
dated October 31, 1994 is hereby incorporated herein by reference as exhibit
10.12.
10.13 Amended and Restated Agreement of Limited Partnership of EW , a Wisconsin
Limited Partnership filed as exhibit 10.2 to Form 8-K dated October 31, 1994 is
hereby incorporated herein by reference as exhibit 10.13.
10.14 Agreement of Limited Partnership of Klimpel Manor, Ltd. filed as exhibit
10.3 to Form 8-K dated September 21, 1994 is hereby incorporated herein by
reference as exhibit 10.14.
10.15 Amended and Restated Agreement of Limited Partnership of Hickory Lane
Associates Limited filed as exhibit 10.15 to Form 10-K dated December 31, 1995
is hereby incorporated herein by reference as exhibit 10.15.
10.16 Amended and Restated Agreement of Limited Partnership of Honeysuckle Court
Associates, Ltd. filed as exhibit 10.16 to Form 10-K dated December 31, 1995 is
hereby incorporated herein by reference as exhibit 10.16.
10.17 Amended and Restated Agreement of Limited Partnership of Walnut Turn
Associates, Ltd. filed as exhibit 10.17 to Form 10-K dated December 31, 1995 is
hereby incorporated herein by reference as exhibit 10.17.
Reports on Form 8-K
Current report on Form 8-K Report of Unscheduled Material Event was filed
December 22, 1998 to report changes in principal independent accountants.
12
<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 IV, L.P., Series 2
By: WNC Tax Credit Partners IV, L.P.
General Partner of the Registrant
Date: April 14, 1999
By: WNC & Associates, Inc.
General Partner of WNC Tax Credit Partners IV, L.P.
Date: April 14, 1999
By:/s/ John B. Lester, Jr
- -----------------------------------------------------
John B. Lester, Jr.
President of WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ Michael L. Dickenson
- -----------------------------------------------------
Michael L. Dickenson
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: April 14, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Wilfred N. Cooper, Sr.
- -----------------------------------------------------
Wilfred N. Cooper, Sr.
Director and Chairman of the Board WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ John B. Lester, Jr.
- -----------------------------------------------------
John B. Lester, Jr.
Director and Secretary of the Board WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ David N. Shafer
- -----------------------------------------------------
David N. Shafer
Director WNC & Associates, Inc.
Date: April 14, 1999
13
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