WNC HOUSING TAX CREDIT FUND V LP SERIES 4
8-K/A, 1997-07-01
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 28, 1997


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
             (Exact name of registrant as specified in its charter)


      California                      0-21897                  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 7.  Financial Statements and Exhibits

         a.       Financial Statements of Businesses Acquired.

                  Inapplicable.

         b.       Proforma Financial Information

                  Proforma Balance Sheet, March 31, 1997
                  Proforma Statement of Operations for the Three Month Period 
                  Ended March 31, 1997
                  Notes to Proforma Financial Statements

         c.       Exhibits

                  10.1     Amended and Restated Agreement of Limited 
                           Partnership  of Belen  Vista  Associates
                           Limited Partnership (previously filed)

                                       2
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                             PROFORMA BALANCE SHEET
                                 March 31, 1997


                                     ASSETS

                                   Historical      Proforma            Proforma
                                      Balance   Adjustments             Balance

Cash and cash equivalents          $2,643,984    $1,831,503
                                                   (140,850)        $4,334,637
Cash in escrow                        924,502             0            924,502
Subscriptions receivable              477,000             0            477,000
Loans receivable                       26,155       (26,155)                 0

Investment in limited 
partnerships                       13,577,035       864,084
                                                    140,850         14,581,969

Other assets                            6,670             0              6,670
                                    ---------    ----------        -----------
                                  $17,655,346    $2,669,432        $20,324,778
                                  ===========    ==========        ===========


                        LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:

Payable to limited partnerships    $6,512,791      $864,084
                                                    (26,155)        $7,350,720
Accrued fees and expenses due to 
general partner and affiliates        127,705             0            127,705
                                    ---------      --------            -------
                                    6,640,496       837,929          7,478,425
                                    ---------       -------          ---------


Partners' equity (deficit):
  General partner                     (17,636)       (2,844)           (20,480)
  Limited partners                 11,032,486     1,834,347         12,866,833
                                  -----------     ----------        ----------
    Total partners' equity         11,014,850     1,831,503         12,846,353
                                  -----------     ----------        ----------

                                  $17,655,346    $2,669,432        $20,324,778
                                  ===========    ==========         ==========


                                  - Unaudited -

             See Accompanying Notes to Proforma Financial Statements
                                      FS-1

<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                        PROFORMA STATEMENT OF OPERATIONS

                 For the Three Month Period Ended March 31, 1997




                                Historical         Proforma           Proforma
                                   Balance      Adjustments            Balance

Interest income:                   $25,841                             $25,841
                                   -------                              ------

Operating expense
Amortization                         3,682                               3,682
Asset management fees                5,785                               5,785
Other                                  292                                 292
                                       ---                                 ---

Total operating expense              9,759                               9,759
                                     -----                               -----

Income from operations              16,082                              16,082

Equity in income (loss)
of limited partnerships               (949)            1,600               651
                                      ----             -----               ---

Net loss                          $ 15,133            $1,600           $16,733
                                    ======            ======           =======

                                  - Unaudited -

             See Accompanying Notes to Proforma Financial Statements
                                      FS-2

<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                     NOTES TO PROFORMA FINANCIAL STATEMENTS


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 4 financial  statements  dated
March 31, 1997. WNC Housing Tax Credit Fund V, L.P.,  Series 4 is referred to in
these notes as the "Partnership."

NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS

As of March 31, 1997, the Partnership  was admitted as majority  limited partner
in seven limited partnerships: Ashford Place, L.P., Blessed Rock, Crescent City,
Lamar Plaza, Mesa Verde,  Ogallalla  Apartments I, L.P. and Woodland  Townhomes,
L.P..  Subsequent  to March 31,  1997,  the  Partnership  has  acquired  limited
partnership  interests in two additional limited  partnerships,  Belen Vista and
Hilltop,  and is negotiating  to acquire  limited  partnership  interests in one
other   partnership.   The   investments   commit  the  Partnership  to  capital
contributions as follows:

                  Belen Vista                  $422,803
                  Hilltop                       120,814
                  Mountain Vista                320,467
                                                -------
                                               $864,084


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  partnerships  discussed above were
acquired  at the end of the period  presented.  The  adjustment  to cash and the
adjustment  to partners'  equity of  $1,831,503  reflects the net proceeds  from
April 1 to April 28,  1997 from  issuance  of 2,184  units of limited  partners'
capital  ($2,168,890  less notes  receivable  of $53,000,  and  commissions  and
offering costs of $284,387.)

                                      FS-3
<PAGE>


                                      
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
               NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)



The  adjustment  to  investment  in limited  partnerships  and notes  payable to
limited  partnerships of $864,084 reflects the Partnership's  acquisition of the
three limited partnership  interests as if the Partnership's date of acquisition
was March 31, 1997. The second adjustment to investment in limited  partnerships
and the second  adjustment to cash of $140,850  reflects the acquisition fee for
the acquisition of the identified limited  partnerships.  The adjustment to loan
receivable and payable of $(26,155)  reflects the application of loan receivable
from Hilltop to its payable upon acquisition.

Belen Vista and Mountain Vista  apartment  complexes were under  construction or
rehabilitation during the period presented and had no operations which should be
reported.  Hilltop had  operations  during the period  presented  and a proforma
income  adjustment  of $1,600 has been  recorded  to equity in income  (loss) of
limited  partnerships  in the Proforma  Statement of Operations to reflect these
operations.  The Partnership uses the equity method of accounting to account for
its investments in these local limited partnerships



                                      FS-4
<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:  June 27, 1997              By:      WNC &  Associates, Inc.,
      --------------                       General Partner

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

                                       3


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