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 14, 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 2. Acquisition or Disposition of Assets
WNC Housing Tax Credit Fund V, L.P., Series 4 ("SERIES 4") has acquired
a Local Limited Partnership Interest in D. Hilltop Apartments, Ltd., a Texas
limited partnership ("HILLTOP" or the "Local Limited Partnership"). HILLTOP owns
The Hilltop Apartments (the "Apartment Complex") in Palestine, Texas.
The following tables contain information concerning the Apartment
Complex and the Local Limited Partnership identified herein:
<TABLE>
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LOCAL
LIMITED YEAR
ESTIMATED PERMANENT PARTNERSHIP'S CREDITS
PROJECT CONSTRUC- ESTIMATED MORTGAGE ANTICIPATED TO BE
LOCAL NAME AND TION DEVELOPMENT COST NUMBER OF BASIC LOAN AGGREGATE FIRST
LIMITED NUMBER OF LOCATION OF COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS AVAIL-
PARTNERSHIP BUILDINGS PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) ABLE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HILLTOP The Palestine December $596,919 8 1BR units $262 $473,450 $221,880 1997
Hilltop (Anderson 1996 16 2BR units $320 RD(3)
Apartments County),
Texas
4 buildings
(2)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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) Rehabilitation property.
(3) RD provides mortgage loans under the RD Section 515 Mortgage Loan Program.
This mortgage loan 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.
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).
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
SHARING ESTIMATED
RATIOS: SERIES ACQUISITION
ALLOCATIONS 4's FEES PAYABLE
SHARING (4) AND CAPITAL TO FUND
LOCAL LOCAL RATIOS: SALE OR CONTRIBUTION MANAGER
LIMITED GENERAL PROPERTY DEVELOPMENT CASH FLOW REFINANCING (6)
PARTNERSHIP PARTNER MANAGER (1) FEE (2 (3) PROCEEDS (5)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
HILLTOP Donald W. Sowell Wilmic $72,330 WNC:1st 99/1 $120,814 $12,100
Ventures, Inc. $400 50/50
LGP:2nd
$800
The
balance:
99/1
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. The 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) The Local Limited Partnership will pay its Local General Partner 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
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<PAGE>
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 ("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 WNC 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 of SERIES 4 and the
Local General Partner.
(5) Reflects the percentage interests of SERIES 4 and the Local General Partner
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 contributions of SERIES 4; and the capital contribution of the Local
General Partner.
(6) SERIES 4 will make its capital contributions to the Local Limited
Partnership in stages, with each contribution due when certain conditions
regarding construction or operations of the Apartment Complex have been
fulfilled.
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<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 Months Ended
March 31, 1997
Notes to Proforma Financial Statements
c. Exhibits
10.1 Amended and Restated Agreement of Limited Partnership
of D. Hilltop Apartments, Ltd.(previously filed)
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<PAGE>
<TABLE>
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
<S> <C> <C>
Cash and cash equivalents $2,643,984 $1,054,483
(80,510) $3,617,957
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
80,510 14,521,629
Other assets 6,670 0 6,670
--------- ------------ ------------
$17,655,346 $1,892,412 $19,547,758
=========== ============ ============
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) (1,564) (19,200)
Limited partners 11,032,486 1,056,047 12,088,533
------------ ---------- -----------
Total partners' equity 11,014,850 1,054,483 12,069,333
------------ ---------- -----------
$17,655,346 $1,892,412 $19,547,758
============= =========== ==========
</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)
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 a limited
partnership interest in one additional limited partnership, Hilltop and is
negotiating to acquire limited partnership interests in two other partnerships.
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 first adjustment to cash and
the adjustment to partners' equity of $1,054,483 reflects the net proceeds from
April 1 to April 14, 1997 from issuance of 1,236 units of limited partners'
capital ($1,220,890 less notes receivable of $10,000, and commissions and
offering costs of $156,407.)
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
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 $80,510 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
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