WNC HOUSING TAX CREDIT FUND V LP SERIES 3
8-K/A, 1997-06-24
OPERATORS OF APARTMENT BUILDINGS
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                       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):     April 10, 1997


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
             (Exact name of registrant as specified in its charter)


California                          0-21895                       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)

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<PAGE>

Item 7.  Financial Statements and Exhibits

         a.    Financial Statements of Businesses Acquired.

               Inapplicable.

         b.    Proforma Financial Information

               Proforma Balance Sheet, March 31, 1997
               Notes to Proforma Balance Sheet

         c.    Exhibits

               10.1 Amended and Restated Agreement of Limited Partnership of
                    Broadway Apartments, Limited Partnership (previously filed)




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<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 3
                       (A California Limited Partnership)
                             PROFORMA BALANCE SHEET
                                 March 31, 1997


                                     ASSETS

                                      Historical      Proforma       Proforma
                                       Balance       Adjustments      Balance

Cash and cash equivalents            $ 4,460,521                    $ 4,460,521
Loans receivable                         276,609       (276,609)              0
Investments in limited partnerships   12,536,923      2,003,595      14,540,518
Other Assets                               7,484              0           7,484
                                     ___________     __________     ___________
                                     $17,281,537     $1,726,986     $19,008,523
                                     ===========     ==========     ===========

                        LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Payable to limited partnerships      $ 2,006,400    $ 2,003,595
                                                       (276,609)    $ 3,733,386

Accrued fees and expenses due to
    general partner                      125,625              0         125,625
                                       _________      _________      __________
  Total liabilities                    2,132,025      1,726,986       3,859,011
                                       _________      _________      __________
Partners' capital (Note 1):
   General partner                       (23,446)                      (23,446)

   Limited partners                   15,172,958                     15,172,958
                                      __________                     __________
   Total partners equity              15,149,512                     15,149,512
                                      __________                     __________
                                     $17,281,537    $ 1,726,986     $19,008,523
                                     ===========    ===========     ===========











                                  - Unadited -
                See Accompanying Notes to Proforma Balance Sheet


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<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 3
                       (A California Limited Partnership)

                         NOTES TO PROFORMA BALANCE SHEET


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
March 31, 1997. 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 March 31, 1997,  the  Partnership  had been  admitted as majority  limited
partner to seventeen  limited  partnerships.  Subsequent to March 31, 1997,  the
Partnership  has  acquired   limited   partnership   interests  in  one  limited
partnership,  Broadway.  This  investment  commits  the  Partnership  to capital
contributions of $1,726,986 ($2,003,595, less the loan receivable of $276,609.)

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  partnership  discussed  above was
acquired at the end of the period  presented.  The  adjustment  of $2,003,595 to
investment in limited  partnerships and notes payable reflects the Partnership's
acquisition  of  limited   partnership   interests  in  the  identified  limited
partnerships  as of April 10, 1997 as if the  Partnership's  date of acquisition
was March 31, 1997.  The  adjustment  of  ($276,609)  to loans  receivable  from
limited  partnerships  and notes  payable to limited  partnerships  reflects the
application of the receivable to the payable.

Broadway was under  construction or  rehabilitation  during the period presented
and had no operations  which should be reported.  The  Partnership  will use the
equity method of accounting to account for its investments in this local limited
partnership.














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<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:  June 23, 1997              By:      WNC &  Associates, Inc.,
                                           General Partner

                                           By:      /s/ JOHN B. LESTER, JR.
                                                    John B. Lester, Jr.,
                                                    President













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