WNC HOUSING TAX CREDIT FUND V LP SERIES 3
NT 10-K, 1999-03-31
OPERATORS OF APARTMENT BUILDINGS
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                                 UNITED STATES

                     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, 1998

|_| 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  Instruction (on back page) 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., 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


<PAGE>

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, transition report on Form
10-K, Form 20-F, 11-K, 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.


Part III--Narrative

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

Some of the limited  partnerships in which the registrant has  investments  have
yet to provide final audited financial statements or other financial information
as  required  under the terms of the  respective  partnership  agreements.  That
information  is  critical  to the  registrant's  completion  of  its  financial
statements  and the  filing of a  complete  10K.  Every  effort is being made to
obtain  this  information  and the  registrant  will file its  annual  report as
quickly as possible.

Part IV--Other Information

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

     Michael L. Dickenson
     (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., Series 3 has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND V., Series 3

By:  WNC & ASSOCIATES, INC.            General Partner



By:   /s/ Michael L. Dickenson
     ---------------------
Michael L. Dickenson     Vice President - Chief Financial Officer

Date: March 31, 1999


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