WNC HOUSING TAX CREDIT FUND V, L.P.
SERIES 3
[GRAPHIC OMITTED]
Supplement Dated May 7, 1996
To Prospectus Dated July 26, 1995
This Supplement is part of, and should be read in conjunction with, the
Prospectus of WNC Housing Tax Credit Fund V, L.P., Series 3 ("Series 3") dated
July 26, 1995 (the "Prospectus"), and the Supplement to Prospectus dated March
8, 1996. Capitalized terms used but not defined in this Supplement have the
meanings given to them in the Prospectus.
TABLE OF CONTENTS
Page
Status of Series 3 Offering................................................1
Local Limited Partnership Investments......................................2
Supplement Presentation Relationship to Prospectus Presentation
Status of Series 3 Offering New Information
Local Limited Partnership Investments New Information
STATUS OF SERIES 3 OFFERING
As of May 7, 1996, Series 3 had received subscriptions in the amount of
$8,502,000 (8,499 Units), of which $72,500 currently is represented by
Promissory Notes. Of the capital raised, approximately $6,631,000 is committed
to Local Limited Partnerships or Reserves, approximately $1,148,000 was or will
be paid to the Sponsor for Organizational and Offering Expenses (all of which
was or will be reallowed to non-Affiliates), approximately $638,000 was or will
be paid to the Sponsor as Acquisition Fees, and approximately $85,000 was or
will be paid to the Sponsor for Acquisition Expenses (all of which was or will
be reallowed to non-Affiliates).
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LOCAL LIMITED PARTNERSHIP INVESTMENTS
Included herein is a discussion of four Local Limited Partnership Interests
acquired or identified for acquisition by Series 3. The Apartment Complexes
owned by these Local Limited Partnerships are located in four states and are
being developed and constructed by four different development teams. Each of the
Apartment Complexes has received a reservation of Low Income Housing Credits.
While the Fund Manager believes that Series 3 is reasonably likely to retain or
acquire an interest in each of these Local Limited Partnerships, Series 3 may
not do so as a result of the failure by a Local Limited Partnership to satisfy
one or more conditions precedent to the payment of each installment payment, the
inability of Series 3 to raise additional capital necessary to complete the
purchase of the Local Limited Partnership Interests identified herein, the
purchase of Local Limited Partnership Interests other than those identified
herein, or other factors. Moreover, the terms of any acquisition may differ from
those as described. Accordingly, investors should not rely on the ability of
Series 3 to retain or acquire an investment in all these Local Limited
Partnerships on the indicated terms in deciding whether to invest in Series 3.
Series 3 has become a limited partner in Cascade Pines, L.P. II, a Georgia
limited partnership ("CASCADE"); and Rosedale Limited Partnership, a New Mexico
limited partnership ("ROSEDALE"). Series 3 expects to become a limited partner
in Curtis Associates I, L.P., a Nebraska limited partnership ("CURTIS"); and
Escatawpa Village Associates, L.P., a Mississippi limited partnership
("ESCATAWPA").
CASCADE owns the Cascade Pines Apartments in Atlanta, Georgia; CURTIS owns
the Bergwood Apartments in Curtis, Nebraska; ESCATAWPA owns the Escatawpa
Village Apartments in Escatawpa, Mississippi; and ROSEDALE owns the Valley View
Apartments in Silver City, New Mexico.
The following tables contain information concerning the Apartment Complexes
owned by the Local Limited Partnerships identified herein:
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<TABLE>
ACTUAL OR LOCAL LIMITED YEAR
ESTIMATED ESTIMATED PERMANENT PARTNERSHIP'S CREDITS
CONSTRUC- DEVELOP- MORTGAGE ANTICIPATED TO BE
LOCAL PROJECT TION MENT COST NUMBER OF BASIC LOAN AGGREGATE FIRST
LIMITED NAME/NUMBER LOCATION OF COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS AVAIL-
PARTNERSHIP OF BUILDINGS PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) ABLE
<S> <C> <C> <C> <C> <C> <C>
CASCADE Cascade Pines Atlanta October $8,614,000 94 1BR units $329-$365 $2,465,000 $2,681,950 1996
Apartments (Fulton 1996 187 2BR units $399-$470 URFA (3)
Co.), 94 3BR units $499-$530
38 buildings Georgia $4,990,000
(2) URFA (3)
$1,100,000
URFA (3)
<S> <C> <C> <C> <C> <C> <C>
CURTIS Bergwood Curtis July 1996 $514,168 4 1BR units $265 $430,000 $181,120 1996
Apartments (Frontier 8 2BR units $320 RECDS (4)
Co.),
3 buildings Nebraska
(2)
<S> <C> <C> <C> <C> <C> <C>
ESCATAWPA Escatawpa Escatawpa September $1,279,300 8 1BR units $317 $900,500 $493,720 1996
Village (Jackson 1996 23 2BR units $369 RECDS (4)
Apartments Co.),
Mississippi
12 buildings
(2)
URFA(3)
<S> <C> <C> <C> <C> <C> <C>
ROSEDALE Valley View Silver City January $1,408,660 6 1BR units $295 $1,330.000 $547,280 1996
Apartment (Grant 1996 19 2BR units $358 RECDS (4)
Co.), 6 3BR units $418
4 buildings New Mexico
<FN>
(1) Low Income Housing Credits are available over a 10-year period. For the
year in which the credit first becomes available, Series 3 will receive only
that percentage of the annual credit which corresponds to the number of months
during which Series 3 was a limited partner of the Local Limited Partnership,
and during which the Apartment Complex was completed and in service. See the
discussion under "The Low Income Housing Credit" in the Prospectus.
(2) Rehabilitation property.
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(3) Urban Residential Finance Authority (URFA) will provide the first mortgage
loan for a term of 15 years at an annual interest rate of 6.25%. Principal and
interest will be payable annually based on a 15-year amortization schedule. URFA
will provide the second mortgage loan for a term of 30 years at an annual
interest rate of 6.6%. Principal and interest will be payable annually based on
a 30-year amortization schedule. URFA will provide the third mortgage loan for a
term of 30 years at an annual interest rate of 7%. Principal and interest will
be payable annually based on a 30-year amortization schedule.
(4) RECDS provides mortgage loans under the RECDS Section 515 Mortgage Loan
Program. Each of these mortgage loans will be a 50-year loan and will bear
annual interest at a market rate prior to reduction of the interest rate by a
mortgage interest subsidy to an annual rate of 1%, with principal and interest
payable monthly based on a 50-year amortization schedule.
</FN>
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Atlanta (CASCADE): Atlanta (population 394,000) is the state capital of Georgia,
and is located in Fulton County at the intersection of Interstate Highways 85,
75 and 20. Atlanta is considered the commercial, transportation and financial
capital of the Southeast. It is the national headquarters for Coca-Cola, CNN,
Delta Air Lines, United Parcel Service, Home Depot, and Holiday Inn-Worldwide.
Curtis (CURTIS): Curtis (population 800) is in Frontier County in the
south-central part of Nebraska, near the intersection of U.S. Highway 83 and
State Highways 18 and 23. Major employers for Curtis residents are Maywood Corp.
(agricultural products), Sunset Haven Nursing Community, and NCTA Technical
School.
Escatawpa (ESCATAWPA): Escatawpa (population 3,900) is in Jackson County in
southern Mississippi on Interstate Highway 10. Mobile, Alabama is located
approximately 20 miles east of Escatawpa. Major employers in Jackson County
include Ingalls (shipbuilding), Chevron Refinery, and International Paper.
Silver City (ROSEDALE): Silver City (population 10,600) is the county seat of
Grant County in southwest New Mexico near the intersection of U.S. Highway 180
and State Highway 90. Major employers for Rosedale residents are Silver City
Daily Press and Southwest Transit Mix.
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<TABLE>
ESTIMATED
ACQUISI-
LOCAL SHARING RATIOS: TION FEES
GENERAL ALLOCATIONS (4) SERIES 3'S PAYABLE
LOCAL LOCAL PARTNERS' SHARING RATIOS: AND SALE OR CAPITAL TO
LIMITED GENERAL PROPERTY DEVELOPMENT CASH FLOW REFINANCING CONTRIBUTION FUND
PARTNERSHIP PARTNERS MANAGER FEE(3) (3) PROCEEDS(5) (6) MANAGER
<S> <C> <C> <C> <C> <C> <C>
CASCADE Urban Brencor Asset $1,333,381 WNC:greater of 98/2 $1,471,854 $147,000
Residential Management, 10% or $5,000 50/50
Management, Inc. (8) LGP: 45%
Inc. (7) Balance:
WNC:10.9%;
LGP:89.1%
<S> <C> <C> <C> <C> <C>
CURTIS Joseph A. Lockwood $16,092 WNC: 1/3 99/1 $98,622 $9,800
Shepard (9) Realty, LGP: 2/3 50/50
Inc. (11)
Kenneth M.
Vitor (10)
<S> <C> <C> <C> <C> <C> <C>
ESCATAWPA Olsen Olsen $144,636 WNC: 1/3 99/1 $268,831 $27,000
Securities Securities LGP: 2/3 91/9
Corporation Corporation
(12) (12)
<S> <C> <C> <C> <C> <C> <C>
ROSEDALE Deke Noftsker M-DC Group, $230,000 WNC:greater of 99/1 $308,762 $31,000
(13) Inc.dba 33% or $1,400 50/50
Alpha LGP: 67%
Management
Co, Inc. (14)
<FN>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. Each Local General Partner is
authorized to employ either itself or one of its Affiliates, or a third party,
as property manager for leasing and management of the Apartment Complex so long
as the fee therefor does not exceed the amount authorized and approved by the
lender for the Apartment Complex.
(2) Each Local Limited Partnership will pay its Local General Partner(s) a
development fee in the amount set forth, for services incident to the
development and construction of the Apartment Complex, which services include:
negotiating the financing commitments for the Apartment Complex; securing
necessary approvals and permits for the development and construction of the
Apartment Complex; and obtaining allocations of Low Income Housing Credits. This
payment will be made in installments after receipt of each installment of the
capital contributions made by Series 3.
(3) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 3 ("WNC") and the Local General Partner(s) ("LGP") of the
Local Limited Partnership for each year of operations. Generally, to the extent
that the specific dollar amounts which are to be paid to Series 3 are not paid
annually, they will accrue and be paid from sale or refinancing proceeds as an
obligation of the Local Limited Partnership.
(4) Subject to certain special allocations, reflects the respective percentage
interests of Series 3 and the Local General Partner(s) in profits, losses and
Low Income Housing Credits commencing with entry of Series 3 as a limited
partner.
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(5) Reflects the percentage interests of Series 3 and the Local General
Partner(s) in any net cash proceeds from sale or refinancing of the Apartment
Complex, after payment of the mortgage loan and other Local Limited Partnership
obligations (see, e.g., note 3), and the following, in the order set forth: the
capital contribution of Series 3; and the capital contribution of the Local
General Partner(s).
(6) Series 3 will make its capital contributions to each Local Limited
Partnership in stages, with each contribution due when certain conditions
regarding construction or operations of the Apartment Complex have been
fulfilled. See "Investment Policies" and "Terms of the Local Limited Partnership
Agreements" under "Investment Objectives and Policies" in the Prospectus.
(7) Urban Residential Management, Inc. is a Georgia corporation which was
formed for the purpose of serving as the general partner of CASCADE. The
president of Urban Residential Management Inc. is Herbert Kohn. Brencor, Inc.,
an Affiliate of the property manager, will serve as guarantor for the
construction completion guarantee and the operating deficit guarantee. Brencor,
Inc. has represented to Series 3 that, as of September 30, 1995, it had a
shareholder's equity in excess of $400,000.
(8) Brencor Asset Management, Inc. was formed in Tennessee in 1993. The
company currently manages more than 580 properties, including two tax credit
properties consisting of 317 units.
(9) Joseph A. Shepard is president of Lockwood Housing Development Corporation,
chairman of the board of Lockwood Equities, Inc., and a partner of The Lockwood
Group. Since entering the real estate field in the mid-1970s, he has directed
the development, construction, rehabilitation, ownership and management of over
8,000 multifamily rental units. Mr. Shepard served two terms as president of the
National Council for Rural Housing and Development and is vice president of the
National Leased Housing Association. He is a member of the Multifamily Committee
and Rural Committee of the National Association of Home Builders. Mr. Shepard,
age 49, has represented to Series 3 that, as of January 27, 1995, he had a net
worth in excess of $7,000,000.
(10) Kenneth M. Vitor is a partner of The Lockwood Group, vice president of
Lockwood Housing Development Corporation, president of Lockwood Equities, Inc.,
and president of Mid-America Securities, Inc. Before joining The Lockwood Group
in June 1984, he was president and chief executive officer of Texstar Automotive
Group and its subsidiaries. Mr. Vitor currently serves as president of the
Missouri Council for Rural Housing and Development, a non-profit organization
dedicated to improving multi-family housing in rural areas. He is an
NASD-licensed broker and principal. Mr. Vitor, age 53, has represented to Series
3 that, as of December 16, 1994, he had a net worth in excess of $4,000,000.
(11) Lockwood Realty, Inc. is owned by Joseph A. Shepard and Kenneth M.
Vitor. It was formed as a Missouri corporation in 1979 as SMR Realty, Inc.
Lockwood Realty, Inc. is in charge of the day-to-day operations of over 200
apartment projects with more than 8,000 units in five states. The company
manages a variety of rental housing complexes which include conventional
apartments, moderate housing rehabilitation projects, HUD Section 8 apartment
units, and FmHA apartment units. Lockwood Realty, Inc. employs over 150
personnel including project managers and support staff at each site.
<PAGE>
(12) Olsen Securities Corporation is the parent company of Delta International
Construction Corporation, Delta Wholesale Distributors, Inc., Delta Management &
Systems Corporation, and Delta International Investor Corporation. These
entities have been engaged in real estate construction, development, investment,
and management since 1975 and have organized and administered several private
real estate syndications since that time. The management division of Olsen
Securities Corporation currently manages 50 properties (21 of which are
receiving Tax Credits) with an aggregate value in excess of $50,000,000. The
various projects under management include family, handicapped, congregate and
elderly care developments. Clifford E. Olsen, an attorney, is President and
Chairman of the Board of Directors of Olsen Securities Corporation. Olsen
Securities Corporation has represented to Series 3 that, as of July 31, 1995, it
had a stockholder's equity in excess of $1,200,000.
(13) Deke Noftsker, age 50, is the president of ABO Corp., and has been a
builder of commercial and residential (single and multi-family) properties for
the past 13 years. Mr. Noftsker has represented to Series 3 that, as of May 31,
1995, he had a net worth in excess of $4,000,000.
(14) M-DC Group, Inc., dba Alpha Management Co., Inc. is a Dallas-based property
management firm that was established by Elmer Allgeier in 1979. In 1990, the
firm was acquired by Michael Clark, through the M-DC Group, Inc. Presently the
firm manages 78 properties consisting of more than 3,800 units in Texas, New
Mexico and Colorado. Thirty-eight of the properties are receiving Low Income
Housing Credits.
</FN>
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