SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 1996
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
(Exact name of registrant as specified in its charter)
California 33-91136 33-6163848
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 662-5565
N/A
Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Not Applicable.
b. Proforma Financial Information
Proforma Balance Sheet
Proforma Statement of Operations
Notes to Proforma Balance Sheet
c. Exhibits
10.1 Amended and Restated Agreement of Limited Partnership
of Blessed Rock of El Monte
(previously filed)
2
<PAGE>
<TABLE>
WNC HOUSING TAX CREDIT FUND V, L.P., Series 3
(A California Limited Partnership)
(A Development-Stage Enterprise)
PROFORMA BALANCE SHEET
June 30, 1996
ASSETS
Historical Proforma Proforma
Balance Adjustments Balance
<S> <C> <C>
Cash $6,590,926 $ 8,550
(339,810) $6,259,666
<S> <C> <C>
Subscriptions receivable 1,685,130 1,685,130
Loans receivable 30,541 30,541
Investment in limited partnerships 8,768,957 6,132,443
339,810 15,241,210
Other assets 18,534 0 18,534
-------- ------------ ------
$17,094,08 $6,140,993 $23,235,081
========= =========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Advances due to affiliate
of the general partner $ 349,518 $ 349,518
Notes payable to limited partnerships 3,469,560 $6,132,443 9,602,003
----------- ----------- ---------
3,819,078 6,132,443 9,951,521
Partners' capital (Note 1):
General partner (20,133) (15) (20,148)
Limited partners 13,295,143 13,303,708
------------ --------- ----------
8,565
Total partners' equity 13,275,010 8,550 13,283,560
------------ ---------- ----------
$17,094,088 $6,140,993 $23,235,081
============= ========== ==========
-Unaudited-
See Accompanying Notes to Proforma Financial Statements
FS-1
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
(A California Limited Partnership)
(A Development-Stage Enterprise)
PROFORMA STATEMENT OF OPERATIONS
For the Period January 1, to June 30, 1996
Historical Proforma Proforma
Balance Adjustments Balance
Interest income $ 36,504 $ 36,504
------ ------
Operating expenses:
Amortization 8,155 8,155
Asset management fees 24,750 24,750
Legal and accounting 1,864 1,864
Other 3,247 3,247
----- -----
Total operating expenses 38,016 38,016
------ ------
Income (loss) from operations (1,512) (1,512)
Equity in loss from limited partnerships (45,200) $ (7,555) (52,755)
------- --------- -------
Net loss $(46,712) $(7,555) $(54,267)
======= ======= =======
Net loss allocated to:
General partner $(467) $(76) $(543)
===== ==== =====
Limited partners $(46,245) $(7,479) $(53,724)
======== ======= ========
Net loss per weighted limited partner units
outstanding (9,009) $(5.13) $(0.83) $(5.96)
===== ===== =====
-Unaudited-
See Accompanying Notes to Proforma Financial Statements
FS-2
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO PROFORMA FINANCIAL STATEMENTS
<FN>
NOTE 1 - GENERAL
The information contained in the following notes to the proforma financial
statements is condensed from that which appears in the financial statements.
Accordingly, these proforma financial statements should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the WNC Housing Tax Credit Fund V, L.P., Series 3 financial statements dated
June 30, 1996. WNC Housing Tax Credit Fund V, L.P., Series 3 is referred to in
these notes as the "Partnership."
NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
As of June 30, 1996, the Partnership has been admitted as majority limited
partner in eleven limited partnerships. Subsequent to June 30, 1996, the
Partnership has acquired limited partnership interests in four limited
partnerships, Blessed Rock, Heritage, Hillcrest, and Solomon and is
negotiating to acquire limited partnership interests in three other
partnerships. The investments commit the Partnership to capital contributions
as follows:
Blessed Rock $2,581,086
Broadway 1,896,260
Curtis Associates 98,622
Escatawpa Village 268,831
Heritage Apartments 773,469
Hillcrest 372,114
Soloman Associates 142,061
---------
$6,132,443
In accordance with Article 11, Proforma Financial Information of Regulation S-X
of the Securities and Exchange Commission, the accompanying proforma balance
sheet was computed assuming that the limited partnerships discussed above were
acquired at the end of the period presented. The adjustment to cash and limited
partners equity of $8,550 reflects the net proceeds from July 1, 1996 to
September 15, 1996, from issuance of 10 units of limited partners capital
($10,000 less commissions and offering costs of $1,450.) The adjustment of
$6,132,443 reflects the Partnership's acquisition of limited partnership
interests in the identified limited partnerships as if the Partnership's date of
acquisition was June 30, 1996. The adjustment to liabilities of $6,132,443
reflects future capital contributions payable. The second adjustment to
investment in limited
FS-3
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO PROFORMA FINANCIAL STATEMENTS (CONTNUED)
NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
partnerships and the second adjustment to cash of $339,810 reflects the
acquisition fees for the acquisition of the identified limited partnerships.
Hillcrest had operations during the period presented. A proforma loss of $7,555
has been recorded in the Proforma Statement of Operations reflecting income from
Hillcrest incurred during the period January 1, 1995 to June 30, 1996. The other
six limited local partnerships were under construction or rehabilitation during
the period presented and had no operations which should be reported.
</FN>
</TABLE>
FS-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
Date: December 6, 1996 By: WNC & Associates, Inc.,
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
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