WNC HOUSING TAX CREDIT FUND V LP SERIES 4
8-K/A, 1997-03-06
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):     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 7.  Financial Statements and Exhibits

         a.    Financial Statements of Businesses Acquired

               Inapplicable

         b.    Proforma Financial Information

               Proforma Balance Sheet, September 30, 1996
               Proforma Statement of Operations for the Period July 1, 1996 
                    to September 30, 1996
               Notes to Proforma Financial Information
 
         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)


                                      -2-
<PAGE>



                                  - Unaudited -
             See Accompanying Notes to Proforma Financial Statements
                                       FS
                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                             PROFORMA BALANCE SHEET
                               September 30, 1996




                                     ASSETS

 <TABLE>                                                  
                                                   

                                                  Historical      Proforma          Proforma
                                                    Balance       Adjustments        Balance
                                                  ----------      -----------      ----------
<S>                                                <C>            <C>               <C>
Cash                                               $766,107       $4,436,490
                                                                    (388,750)
                                                                    (390,788)       $4,423,059


Subscriptions receivable                            450,000          388,750           838,750

Investment in limited partnerships                3,973,325        5,953,625
                                                                     390,788        10,317,738

Other assets                                            702               0                702
                                                ------------     -----------       -----------
                                                 $5,190,134      $10,390,115       $15,580,249  
                                                ============     ===========       ===========


                        LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:

Notes payable to limited partnerships              $2,482,421     $5,953,625        $8,436,046
Accrued fees and expenses due to 
general partner and affiliates                         83,373              0            83,373
                                                -------------    -----------       -----------
                                                    2,565,794      5,953,625         8,519,419  
                                                -------------    -----------       -----------
                                                         
Partners' capital
  General partner                                      (3,578)        (7,740)         (11,318)
  Limited partners                                  2,627,918      4,444,230         7,072,148 
                                                -------------    -----------       -----------
        Total partners' equity                       2,624,340      4,436,490         7,060,830  
                                                -------------    -----------       -----------
                                                   $5,190,134    $10,390,115       $15,580,249  
                                                =============    ===========       ===========
</TABLE>



                                 - 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)
                        (A Development-Stage Enterprise)

                        PROFORMA STATEMENT OF OPERATIONS

             For the Period July 1, 1996 (date operations commenced)
                              to September 30, 1996



<TABLE>
                                                  Historical        Proforma          Proforma
                                                    Balance         Adjustments        Balance
                                                  ----------        -----------      ----------
<S>                                                  <C>               <C>              <C>   

Interest income                                       $2,427                            $2,427  
                                                      ------                            ------
Operating expense
Amortization                                             418                               418
Legal and accounting                                      44                                44  
                                                      ------                            ------
Total operating expense                                  462                               462  
                                                      ------                            ------

Income from operations                                 1,965                             1,965

Equity in loss of limited partnerships                (2,040)         (3,200)           (5,240)
                                                      -------         -------           -------


Net loss                                            $    (75)        $(3,200)          $(3,275)
                                                    =========        ========          ========

</TABLE>


                                 - 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
September 30, 1996. 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 September 30, 1996, the Partnership was admitted as majority  limited
partner in two limited partnerships,  Blessed Rock and Crescent City Apartments.
Subsequent  to  September  30,  1996,  the  Partnership  has  acquired a limited
partnership  interest in four limited  partnerships,  Ashford Place, L.P., Lamar
Plaza,  Ogallalla  Apartments  I,  L.P.  and  Woodland  Townhomes,  L.P.  and is
negotiating   to  acquire   limited   partnership   interests   in  three  other
partnerships. The investments commit the Partnership to capital contributions as
follows:
                  Ashford Place                $2,317,180
                  Belen Vista                     488,274
                  Hilltop                         120,814
                  Lamar                           797,842
                  Mountain Vista                  481,602
                  Ogallalla                       400,905
                  Woodland Townhomes            1,347,008
                                               ----------
                                               $5,953,625
                                               ==========


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 first  adjustment to cash and
the adjustment to partners' equity of $4,436,490  reflects the net proceeds from
October 1, 1996 to  December  31,  1996 from  issuance of 5,338 units of limited
partners' capital ($5,338,000 less notes receivable of $127,500, and commissions
and  offering  costs  of  $774,010.)  The  second  adjustment  to  cash  and the
adjustment to subscriptions receivable reflects the subscriptions receivable

                                      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)




from the above  subscriptions.  The  adjustment  to  investment  in limited
partnerships  and notes payable to limited  partnerships of $5,953,625  reflects
the Partnership's  acquisition of the seven limited partnership  interests as if
the  Partnership's  date of  acquisition  was  September  30,  1996.  The second
adjustment  to investment in limited  partnerships  and the third  adjustment to
cash of  $390,788  reflects  the  acquisition  fee for  the  acquisition  of the
identified limited partnerships.

The seven apartment  complexes were under  construction  or  rehabilitation
during the period  presented  and had no  operations  which  should be reported.
Crescent City Apartments had operations during the period presented prior to the
Partnership's  acquisition of the limited partnership  interest therein (July 1,
1996 to September 25, 1996),  and a proforma loss of $3,200 has been recorded in
the Proforma Statement of 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: March 4, 1997           By: WNC &  Associates, Inc.,
                                  General Partner

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


                                      -3-
<PAGE>


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