WNC HOUSING TAX CREDIT FUND V LP SERIES 3
NT 10-K, 1997-04-01
OPERATORS OF APARTMENT BUILDINGS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

NOTIFICATION OF LATE FILING

                                    SEC FILE NUMBER
                                    0-21895
                                    CUSIP NUMBER
                                    none
(Check One):
|X| Form 10-K and Form 10-KSB
|_| Form 20-F
|_| Form 11-K
|_| Form 10-Q and Form 10-QSB
|_| Form N-SAR
        For Period Ended:  December 31, 1996

|_|  Transition  Report  on Form  10-K |_|  Transition  Report  on Form 20-F |_|
Transition Report on Form 11-K |_| Transition Report on Form 10-Q |_| Transition
Report on Form N-SAR
        For the Transition Period Ended:

        Read Attached Instruction Sheet Before Preparing Form. Please Print or 
Type.  Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

        If the  notification  relates to a portion of the filing  checked above,
identify the Item(s) to which the notification relates:

Part I--Registrant Information
        Full Name of Registrant
        WNC HOUSING TAX CREDIT FUND V, L.P. - Series 3

        Former Name if Applicable

        Address of Principal Executive Office (Street and Number) City, State 
and Zip Code

3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626

Part II--Rules 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b),the  following should
be completed. (Check box if appropriate)

|X| (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

|X| (b) The subject annual report,  semi-annual report, transtion report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.


<PAGE>

Part III--Narrative

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.  (Attach Extra Sheets 
if Needed)

Information  has not been  received from the limited  partnerships  in which the
registrant has investments.

Part IV--Other Information

        (1) Name and telephone number of person to contact in regard to this 
notification

Theodore M. Paul
(714)  662-5565

        (2) Have all other periodic  reports  required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                             |X| Yes   |_| No

        (3)  Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?
                             |_| Yes   |X| No

        If so: attach an explanation of the anticipated change, both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.


<PAGE>



WNC HOUSING TAX CREDIT FUND V, L.P. - Series 3 has caused this  notification  to
be signed on its behalf by the undersigned thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND V, L.P. - Series 3

By:  WNC & Associates, Inc.  General Partner


By:  /s/ Theodore M. Paul
    ---------------------
Theodore M. Paul      Vice President - Finance

Date: March 31, 1997


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