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): December 31, 1996
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(Exact name of registrant as specified in its charter)
California 33-91136 33-0707612
(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 2. Acquisition or Disposition of Assets
WNC Housing Tax Credit Fund V, L.P., 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");
and Woodland Townhomes, L.P., an Alabama limited partnership ("WOODLAND
TOWNHOMES"). ASHFORD PLACE, LAMAR and WOODLAND TOWNHOMES are sometimes
hereinafter referred to as the "Local Limited Partnerships." ASHFORD PLACE owns
the Ashford Place Apartments in Shawnee, Oklahoma; LAMAR owns the Lamar Plaza
Apartments in Lamar, Missouri; and WOODLAND TOWNHOMES owns Woodland Townhomes in
Marion, Alabama. These properties are sometimes hereinafter referred to as the
Apartment Complexes.
The following tables contain information concerning the Local Limited
Partnerships.
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<PAGE>
<TABLE>
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 OF COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS AVAIL-
PARTNERSHIP OF BUILDINGS PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) ABLE
<S> <C> <C> <C> <C> <C> <C>
ASHFORD Ashford Shawnee December $813,449 32 1BR $360 $2,187,000 $3,901,370 1997
PLACE Place (Pottawato- 1997 units Greystone
Apartments mie Co.), 60 2BR $438 & Co. (2)
Oklahoma units
7 buildings 8 3BR $506
units
<S> <C> <C> <C> <C> <C> <C>
LAMAR Lamar Plaza Lamar June $1,679,720 24 2BR $285 $888,400 $1,343,440 1997
Apartments (Barton 1997 units Missouri (federal)
Co.), 4 3BR $320 Housing $53,738
7 buildings Missouri units Develop- (Missouri)
ment
Commission
(3)
<S> <C> <C> <C> <C> <C> <C> <C>
WOODLAND Woodland Marion September $2,616,040 32 1BR $178 $51,500 $2,230,740 1997
TOWNHOMES Townhomes (Perry 1997 units Regions
Co.), 10 2BR $212 Bank (4)
6 buildings Alabama units
$1,245,000
HOME (5)
<FN>
(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.
(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) 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.
(4) 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.
(5) 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.
</FN>
</TABLE>
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<PAGE>
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.
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.
Marion (WOODLAND TOWNHOMES): Marion (population 4,400) is in central Alabama,
approximately 91 miles northwest of Montgomery on State Route 5. The major
employers for Portage residents are the Perry County Board of Education, C-T
South (iron casing), Niemands Industries (packaging and filling) and Griffin
Wood (lumber).
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<TABLE>
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
<S> <C> <C> <C> <C> <C> <C> <C>
ASHFORD The Cowen Insignia $591,714 WNC: 15% but 98.99/.01/1 $2,317,180 $231,700
PLACE Group, L.L.C. Management no less than 50/50
Group $2,500 per year
LGP: 67% of
the balance
The balance:
WNC: 25%
LGP: 75%
<S> <C> <C> <C> <C> <C>
LAMAR MBL The Remus $146,700 WNC: 15% but (7) $797,842 $79,800
Development, Company no less than
Co. $850 per year
LGP: 40% of the
balance
The balance:
WNC: 50%
LGP: 50
<S> <C> <C> <C> <C> <C> <C> <C>
WOODLAND Alabama Charter $267,400 WNC: 30% but 98.99/.01/1 $1,347,008 $134,700
TOWNHOMES Council Property no less than 50/50
on Human Management $1,200 per year
Relations Co., Inc.
Housing Corp. LGP: 40% of the
balance
The balance:
WNC: 15%
LGP: 85%
<FN>
(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 therefor 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
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 of Series 4 and the Local General Partner(s) in profits, losses and
Low Income Housing Credits commencing with entry of Series 4 as a limited
partner.
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(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); 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.
(7) 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 contribution 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.
</FN>
</TABLE>
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<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Inapplicable.
b. Proforma Financial Information
Proforma Financial Information will be filed upon
availability.
c. Exhibits
10.1 Amended and Restated Agreement of Limited Partnership
of Ashford Place, A Limited Partnership
(previously filed)
10.2 Amended and Restated Agreement of Limited Partnership
of Lamar Plaza Apartments, L.P.
(previously filed)
10.3 Amended and Restated Certificate and Agreement of
Limited Partnership of Woodland, Ltd.
(previously filed)
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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 4
Date: January 28, 1997 By: WNC & Associates, Inc.
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
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