WNC HOUSING TAX CREDIT FUND V, L.P.,
SERIES 4
[GRAPHIC OMITTED]
Supplement Dated January 21, 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 $8,671,000 (8,671 Units), of which $201,250 currently is
represented by Promissory Notes.
LOCAL LIMITED PARTNERSHIP INVESTMENTS
Included herein is a discussion of six Local Limited Partnership Interests
acquired or identified for acquisition by Series 4. The Apartment Complexes
owned by these Local Limited Partnerships are located in five states and are
being developed and constructed by five 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"); 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"); Hilltop,
L.P., a Texas limited partnership ("HILLTOP"); and Mountain Vista Associates,
L.P., a New Mexico limited partnership ("MOUNTAIN VISTA").
1
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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; MOUNTAIN VISTA owns the Mountain Vista Apartments in Los
Alamos, New Mexico; and WOODLAND TOWNHOMES owns Woodland Townhomes in Marion,
Alabama.
The following tables contain information concerning the Apartment Complexes
and the Local Limited Partnerships identified herein:
<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 TAXCREDITS 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 units $360 $2,187,000 $3,901,370 1997
PLACE Place (Pottawatomie 1997 60 2BR units $438 Greystone
Appartments County), 8 3BR units $506 & Co. (2)
Oklahoma
7 buildings
<S> <C> <C> <C> <C> <C> <C>
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)
<S> <C> <C> <C> <C> <C> <C>
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)
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)
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.
Apartments Alamos of
County), Agriculture
7 buildings New Mexico (FmHA)
(3) (7)
WOODLAND Woodland Marion September $2,616,040 32 1BR units $178 $51,500 $2,230,740 1997
TOWNHOMES Townhomes (Perry 1997 10 2BR units $212 Regions
County), Bank (8)
6 buildings Alabama
$1,245,000
HOME (9)
2
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<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. 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) 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.
(8) 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.
(9) 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>
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.
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).
3
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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.
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 Montgomery on State Route 5. The major
employers for Portage residents are the Perry County Board of Education, C-T
South (iron casting), Niemands Industries (packaging and filling) and Griffin
Wood (lumber).
<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>
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%
<S> <C> <C> <C> <C>
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
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)
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%
</TABLE>
4
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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>
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
(15)
<S> <C> <C> <C> <C> <C> <C> <C>
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 (17) balance
Corp. (16) The balance:
WNC: 18%
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 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
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 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); 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).
5
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(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.
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.
6
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(15) 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.
(16) 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.
(17) 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).
</FN>
</TABLE>
