WNC HOUSING TAX CREDIT FUND V, L.P.,
SERIES 4
[GRAPHIC OMITTED]
Supplement Dated February 26, 1997
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 4 ("Series 4") dated
July 26, 1995 (the "Prospectus"), and the Supplement to Prospectus dated
November 14, 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 4 Offering.................................................1
Local Limited Partnership Investments.......................................1
Supplement Presentation Relationship to Prospectus Presentation
Status of Series 4 Offering New Information
Local Limited Partnership Investments New Information
STATUS OF SERIES 4 OFFERING
As of the date hereof, Series 4 has received and accepted subscriptions in
the amount of $11,101,000 (11,101 Units), of which $207,000 currently is
represented by Promissory Notes.
LOCAL LIMITED PARTNERSHIP INVESTMENTS
Included herein is a discussion of seven Local Limited Partnership
Interests acquired or identified for acquisition by Series 4 in addition to the
three other Local Limited Partnership Interests identified in the Supplement
dated November 14, 1996. The Apartment Complexes owned by these seven Local
Limited Partnerships are located in five states and are being developed and
constructed by six different development teams. Each of the Apartment Complexes
has received a reservation of Low Income Housing Credits. While the Fund Manager
believes that Series 4 is reasonably likely to retain or acquire an interest in
each of these Local Limited Partnerships, Series 4 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 4
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 4 to acquire an
investment in all these Local Limited Partnerships on the indicated terms in
deciding whether to invest in Series 4.
Series 4 has become a limited partner in Ashford Place, L.P., an Oklahoma
limited partnership ("ASHFORD PLACE"); Lamar Plaza, L.P., a Missouri limited
partnership ("LAMAR"); Mesa Verde Apartments, Limited Partnership, a New Mexico
limited partnership ("MESA VERDE"); and Woodland Townhomes, L.P., an Alabama
limited partnership "WOODLAND TOWNHOMES"). Series 4 expects to become a limited
partner in Belen Vista, L.P., a New Mexico limited partnership ("BELEN VISTA");
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Hilltop, L.P., a Texas limited partnership ("HILLTOP"); and Mountain Vista
Associates, L.P., a New Mexico limited partnership ("MOUNTAIN VISTA").
ASHFORD PLACE owns the Ashford Place Apartments in Shawnee, Oklahoma; BELEN
VISTA owns the Belen Vista Apartments in Belen, New Mexico; HILLTOP owns the
Hilltop Apartments in Palestine, Texas; LAMAR owns the Lamar Plaza Apartments in
Lamar, Missouri; MESA VERDE owns the Mesa Verde Apartments in Roswell, New
Mexico; MOUNTAIN VISTA owns the Mountain Vista Apartments in Los Alamos, New
Mexico; and WOODLAND TOWNHOMES owns the Woodland Townhomes in Marion, Alabama.
The following tables contain information concerning the Apartment Complexes
and the Local Limited Partnerships identified herein:
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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 COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS AVAIL-
PARTNERSHIP OF BUILDINGS OF PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) ABLE
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ASHFORD Ashford Shawnee December $4,748,683 32 1BR units $360 $2,187,000 $3,901,370 1997
PLACE Place (Pottawa 1997 60 2BR units $438 Greystone
Apartments -tomie 8 3BR units $506 & Co. (2)
County),
7 buildings Oklahoma
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BELEN Belen Vista Belen March $1,998,882 30 1BR $470 $1,546,000 $896,740 1997
VISTA Apartments (Valencia 1997 26 2BR $509 RECDS (5)
County),
15 buildings New Mexico
(3) (4)
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HILLTOP Hilltop Palestine December $596,919 8 1BR $262 $371,450 $221,880 1997
Apartments (Anderson 1996 16 2BR $320 RECDS (5)
County),
4 buildings Texas
(3)
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LAMAR Lamar Plaza Lamar June $1,679,720 24 2BR $285 $888,400 $1,343,440 1997
Apartments (Barton 1997 4 3BR $320 Missouri (federal)
County), Housing $53,738
7 buildings Missouri Development (Missouri)
Commission
(6)
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MESA Mesa Verde Roswell December $6,840,387 11 1BR $256 $2,280,000 $6,427,180 1998
VERDE Apartments (Chaves 1997 45 1BR $314 Bank of
County), 6 2BR $305 America (7)
18 buildings New Mexico 23 2BR $374 $277,904
11 3BR $351 HOME (8)
46 4BR $431
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MOUNTAIN Mountain Los Alamos April $1,960,261 16 1BR $317 $1,450,000 $884,480 1997
VISTA Vista (Los 1997 36 2BR $374 U.S. Dept of
Apartments Alamos Agriculture
County), (FmHA)
7 buildings New Mexico (9)
(3)
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WOODLAND Woodland Marion September $2,616,040 32 1BR units $178 $51,500 $2,230,740 1997
TOWNHOME Townhomes (Perry 1997 10 2BR units $212 Regions
County), Bank (10)
6 buildings Alabama
$1,245,000
HOME (11)
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</TABLE>
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(1) Low Income Housing Credits are available over a 10-year period. For the
year in which the credit first becomes available, Series 4 will receive only
that percentage of the annual credit which corresponds to the number of months
during which Series 4 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) Greystone & Co. will provide the mortgage loan for a term of 18 years
at an annual interest rate of 8.5%. Principal and interest will be payable
monthly based on a 30-year amortization schedule. Outstanding principal will be
due on maturity.
(3) Rehabilitation property.
(4) Property designed for both families and senior citizens.
(5) 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.
(6) Missouri Housing Development Commission will provide the mortgage loan
for a term of 40 years at an annual interest rate of 1%. Principal and interest
will be paid monthly based on a 40-year amortization schedule.
(7) Bank of America will provide the first mortgage loan for a term of 15
years at an annual interest rate equal to the 15-year Treasury Bond yield plus
225 basis points. Principal and interest will be payable monthly based on a
30-year amortization schedule. Outstanding principal will be due on maturity.
(8) HOME will provide the second mortgage loan for a term of 30 years at an
annual interest rate of 7.13%. Principal and interest will be payable monthly
based on a 30-year amortization schedule.
(9) U.S. Department of Agriculture (FmHA) will provide the mortgage loan
for a term of 50 years at an annual interest rate of 7.25%. Principal and
interest will be payable monthly based on a 50-year amortization schedule.
(10) Regions Bank will provide the first mortgage loan for a term of 20
years at an annual interest rate of 9.5%. Principal and interest will be payable
monthly based on a 20-year amortization schedule.
(11) HOME will provide the second mortgage loan for a term of 30 years at
an annual interest rate of 0.5%. Principal and interest will be payable monthly
based on a 30-year amortization schedule.
The following is a discussion of the approximate population and general
location of, and the employers in, the communities in which the Apartment
Complexes are located:
Shawnee (ASHFORD PLACE): Shawnee (population 26,800) is in central Oklahoma
near the juncture of Interstate Highway 40 and U.S. Highway 177 approximately 35
miles east of Oklahoma City. The major employers for Shawnee residents are TDK
Ferrites (ceramic magnets), Mobil Chemical, Wolverine Tube (copper tubing) and
Shawnee Regional Hospital.
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Belen (BELEN VISTA): Belen (population 7,700) is in west-central New
Mexico, approximately 20 miles south of Albuquerque, the state's capital, on
Interstate Highway 25. The major employers for Belen residents are Los Lunas
Hospital and Training School, Belen Consolidated School District and the
Atchison, Topeka and Santa Fe Railroad.
Palestine (HILLTOP): Palestine (population 18,100) is in eastern Texas at
the intersection of U.S. Highways 287, 79 and 84, approximately 100 miles
southeast of Dallas. The major employers for Palestine residents are Texas
Department of Corrections, Memorial Hospital, and Murray Corp. (air conditioning
compressors).
Lamar (LAMAR): Lamar (population 4,500) is in southwestern Missouri on U.S.
Highway 160 near the intersection of U.S. Highway 71, approximately 51 miles
northwest of Springfield. The major employers for Lamar residents are O'Sullivan
Furniture, Thorco Display Metal Racks and Barton County Hospital.
Roswell (MESA VERDE): Roswell (population 48,700) is in southeast New
Mexico at the intersection of U.S. Highways 380 and 285, approximately 175 miles
southeast of Albuquerque. The major employers for Roswell residents are Roswell
Independent School District, Eastern New Mexico Medical Center and Levi Strauss.
Los Alamos (MOUNTAIN VISTA): Los Alamos (population 12,000) is in
north-central New Mexico on State Route 4 approximately 16 miles northwest of
Santa Fe. The major employers for Los Alamos residents are the U.S. Department
of Energy and the Los Alamos National Laboratory.
Marion (WOODLAND TOWNHOMES): Marion (population 4,400) is in central
Alabama, approximately 91 miles northwest of the Perry County Board of
Education, C-T South (iron casting), Niemands Industries (packaging and filling)
and Griffin Wood (lumber).
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<S> <C> <C> <C> <C> <C> <C> <C>
ESTIMATED
ACQUISI-
LOCAL SHARING RATIOS: TION FEES
GENERAL ALLOCATIONS (4) SERIES 4's PAYABLE
LOCAL LOCAL PARTNERS' SHARING RATIOS: AND SALE OR CAPITAL TO
LIMITED GENERAL PROPERTY DEVELOPMENT CASH FLOW REFINANCING CONTRIBUTION FUND
PARTNERSHIP PARTNERS MANAGER (1) FEE (2) (3) PROCEEDS (5) (6) MANAGER
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ASHFORD The Cowen Insignia $591,714 WNC: 15% but no 98.99/.01/1 $2,317,180 $231,700
PLACE Group, Management less than 50/50
L.L.C. (7) Group (8) $2,500 per year
LGP: 67% of the
balance
The balance:
WNC: 25%
LGP: 75%
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BELEN Monarch Monarch $205,101 WNC: 33% but no 99/1 $488,274 $48,800
VISTA Properties, Properties, less than 50/50
Inc. Inc. (9) $1,944 per
(9) year; maximum 46%
LGP: The balance
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HILLTOP Donald W. Wilmic $72,330 WNC: 1/3 99/1 $120,814 $12,000
Sowell Ventures, LGP: 2/3 50/50
(10) Inc. (11)
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</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
ESTIMATED
ACQUISI-
LOCAL SHARING RATIOS: TION FEES
GENERAL ALLOCATIONS (4) SERIES 4's PAYABLE
LOCAL LOCAL PARTNERS' SHARING RATIOS: AND SALE OR CAPITAL TO
LIMITED GENERAL PROPERTY DEVELOPMENT CASH FLOW REFINANCING CONTRIBUTION FUND
PARTNERSHIP PARTNERS MANAGER (1) FEE (2) (3) PROCEEDS (5) (6) MANAGER
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LAMAR MBL The Remus $146,700 WNC: 15% but no (14) $797,842 $79,800
Development, Company less than $850
Co. (13) per year
(12) LGP: 40% of the
balance
The balance:
WNC: 50%
LGP: 50%
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MESA Trianon-Mesa Trianon $735,611 WNC: 15% but no 99/1 $3,940,587 $394,100
VERDE Verde, LLC Development less than 50/50
(15) Corporation $5,000 per year
(15) LGP: $5,000
plus 40% of the
balance
The balance:
WNC: 50%
LGP: 50%
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MOUNTAIN Monarch Monarch $202,500 WNC: 33% but no 99/1 $481,602 $48,200
VISTA Properties, Properties, less than 50/50
Inc. (9) Inc. (9) $2,015 per year
LGP: The balance
Low Income
Housing
Foundation
of New Mexico
(16)
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WOODLAND Alabama Charter $267,400 WNC: 30% but no 98.99/.01/1 $1,347,008 $134,700
TOWNHOMES Council on Property less than 50/50
Human Management $1,200 per year
Relations, Co., Inc. LGP: 40% of the
Housing Corp. (18) balance
(17) The balance:
WNC: 18%
LGP: 85%
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</TABLE>
(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 therefore 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 4.
(3) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 4 ("WNC") and the Local General Partner(s) ("LGP") of the
Local Limited Partnership for each year of operations. Generally, to the extent
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that the specific dollar amounts which are to be paid to Series 4 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 in profits, losses and Low Income Housing Credits
commencing with entry of Series 4 as a limited partner of (i) in the case of
ASHFORD PLACE and WOODLAND TOWNHOMES (a) Series 4, (b) WNC Housing, L.P., an
Affiliate of the Sponsor which is the special limited partner, and (c) the Local
General Partner(s); and (ii) in the case of BELEN VISTA, HILLTOP, MESA VERDE and
MOUNTAIN VISTA (a) Series 4, and (b) the Local General Partner(s). For a
discussion of LAMAR, see note 14.
(5) Reflects the percentage interests of Series 4 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 4 (the tax liability of Series 4 in the case of
ASHFORD PLACE); the capital contribution of the special limited partner (if
any); and the capital contribution of the Local General Partner(s) (the tax
liability of the Local General Partner(s) in the case of ASHFORD PLACE).
(6) Series 4 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) The Cowen Group, L.L.C. is owned by E. Allen Cowen II, who has more
than nine years' experience in affordable housing development. The Cowen Group
has represented to Series 4 that, as of August 6, 1996, it had a net worth in
excess of $13,000.
(8) Insignia Management Group has more than 10 years' experience in
property management. The company manages in excess of 207,000 apartment units,
51,800 of which are affordable housing units.
(9) Monarch Properties, Inc. is a Texas corporation which is involved with
the management of conventionally-financed and government-assisted multi-family
apartment communities. Monarch Properties, Inc. has more than 20 years'
experience in affordable housing property management. It manages in excess of
4,300 properties of which 92% are affordable housing units. The corporation has
represented to Series 4 that, as of October 31, 1996, its net worth was in
excess of $2,500,000.
(10) Donald W. Sowell has been a principal and chief executive officer of
D.W. & S. Construction Inc. since 1985. The corporation was formed for the
purpose of providing construction and construction-related services to the
multi-family, single-family and commercial-use markets. D.W. & S. Construction,
Inc. has completed more than $12,000,000 in multi-family, light commercial and
residential construction. Since 1979 Mr. Sowell has been a principal and chief
executive office of Don Sowell Development, Inc., a property development company
which has developed $19,000,000 of real estate in Texas and Mississippi. Mr.
Sowell, age 58, has represented to Series 4 that, as of June 30, 1996, he had a
net worth in excess of $3,100,000.
(11) Wilmic Ventures, Inc. is a Texas corporation which was incorporated in
1984. The corporation is comprised of Wilmic Property Management and Wilmic
Laundries, two separate divisions. Donald W. Sowell is a principal and chief
executive officer of Wilmic Ventures, Inc. Wilmic Property Management began
operating in 1979 and manages more than 1,200 apartment units, 386 of which are
Tax Credit units.
(12) D. Kim Lingle is the president of MBL Development Co., which has the
primary goal of developing and constructing affordable housing. Ted Scwermer is
vice president of MBL Development Co., and is also the uncle of Mr. Lingle. Mr.
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Lingle and Mr. Scwermer have a background in banking and development. MBL
Development Co. has represented to Series 4 that, as of June 30, 1996, its total
shareholder's equity was in excess of $400,000.
(13) The Remus Company is owned by William F. Gillen, who has 26 years'
experience in multi-family and commercial property management. Prior to forming
The Remus Company, Mr. Gillen was vice president of administration and
operations of Midland Property Management, Inc., a Kansas City-based real estate
development and property management firm, where he was employed for 14 years.
The Remus Company currently manages seven apartment complexes including three
government-subsidized properties.
(14) Subject to certain special allocations, Federal Tax Credits, losses
and income are allocated 98.98% to Series 4, .01% to WNC Housing, L.P., the
special limited partner, .01% to D. Kim Lingle, the original limited partner,
and 1% to the Local General Partner. This property also has Missouri Tax Credits
which are allocated solely to the original limited partner. Net cash proceeds
from sale or refinancing of the Apartment Complex, after payment of the mortgage
loan and other Local Limited Partnership obligations, and the capital
contributions of Series 4, the special limited partner, the Local General
Partner and the original limited partner, are distributable 50% to Series 4 and
50% to the Local General Partner.
(15) Trianon-Mesa Verde, LLC, is a New Mexico limited liability company
recently formed by Trianon Development Corporation, a California corporation,
and Foundation For Social Resources, Inc., a Delaware non-profit corporation, to
serve as the Local General Partner. Trianon Development Corporation was formed
in 1986 by Lester G. Day. Mr. Day, who is currently the corporation's chairman,
has 40 years' experience in property development and management. Trianon
Development Corporation currently manages 72 affordable housing projects
consisting of approximately 6,500 units. The Local General Partner has
represented to Series 4 that its net worth is nominal. Construction, operating
deficit and Tax Credit guarantees will be provided by Lester Day. Mr. Day, age
70, has represented to Series 4 that, as of December 31, 1996, he had a net
worth in excess of $3,000,000.
(16) Low Income Housing Foundation of New Mexico is a newly-formed
non-profit organization whose primary goal is to develop affordable housing for
low-income New Mexico residents. The organization has represented to Series 4
that, as of September 30, 1996, its net worth was approximately $19,000.
(17) Alabama Council on Human Relations, Housing Corp. was founded in 1954
as a forum for interracial communication through Alabama. It is now a statewide
private non-profit organization. The organization has represented that, as of
February 29, 1996, its net assets were in excess of $600,000.
(18) Charter Properties Management Co., Inc. was incorporated in 1991. The
company's emphasis is the professional management of affordable housing,
particularly multi-family properties. Charter Properties Management Co., Inc.
currently manages 28 properties (946 units).
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