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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-21897
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0707612
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Securities registered pursuant to Section 12(b) of the Act:
Title of Securities Exchanges on which Registered
NONE NONE
Securities registered pursuant to section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
NONE
1
Item 1. Business
PART I.
Organization
WNC Housing Tax Credit Fund, V, L.P., Series 4 (the "Partnership") or ("Series
4") was formed under the California Revised Limited Partnership Act on July 26,
1995 and commenced operations on July 1, 1996. The Partnership was formed to
invest primarily in other limited partnerships which will own and operate
multi-family housing complexes that will qualify for low income housing credits
(the "Low Income Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. (the "General
Partner".) Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns 70%
of the outstanding stock of WNC & Associates, Inc. John B. Lester, Jr. is the
original limited partner of the Partnership and owns, through the Lester Family
Trust, 30% of the outstanding stock of WNC & Associates, Inc. The business of
the Partnership is conducted primarily through the General Partner as the
Partnership has no employees of its own.
The Partnership conducted its public offering ("Offering") from July 1,1996 to
July 11, 1997. 25,000 units of limited partnership interests ("Units"), at a
price of $1,000 per Unit were offered. Since inception a total of 22,000 Units
representing approximately $21,915,000 were sold throughout the offering of
which $175,000 currently is represented by Promissory Notes. Holders of Units
are referred to herein as "Limited Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner in local limited
partnerships ("Local Limited Partnerships") each of which will own and operate
an apartment complex ("Apartment Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against Federal taxes otherwise due in each year of a ten-year period. The
Apartment Complex is subject to a 15-year compliance period (the "Compliance
Period").
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by a Local Limited Partnership of any Apartment Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Apartment
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the inability of the
Partnership to directly cause the sale of Apartment Complexes by the general
partners of the respective Local Limited Partnerships ("Local General
Partners"), but generally only to require such Local General Partners to use
their respective best efforts to find a purchaser for the Apartment Complexes,
it is not possible at this time to predict whether the liquidation of
substantially all of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership ("Partnership Agreement") will be able to be accomplished promptly
at the end of the 15-year period. If a Local Limited Partnership is unable to
sell an Apartment Complex, it is anticipated that the Local General Partner will
either continue to operate such Apartment Complex or take such other actions as
the Local General Partner believes to be in the best interest of the Local
Limited Partnership. In addition, circumstances beyond the control of the
General Partner may occur during the Compliance Period which would require the
Partnership to approve the disposition of an Apartment Complex prior to the end
thereof.
2
As of December 31, 1997, the Partnership has invested in 11 Local Limited
Partnerships. Each of these Local Limited Partnerships own an Apartment Complex
that is or is expected to be eligible for the Low Income Housing Credit. All of
the Local Limited Partnerships also benefit from government programs promoting
low- or moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multifamily residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Apartment Complexes owned by the
Local Limited Partnerships will be readily marketable. Additionally, there can
be no assurance that the Partnership will be able to dispose of its interest in
the Local Limited Partnerships at the end of the Compliance Period. The value of
the Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the
Apartment Complexes and the Partnership. The Apartment Complexes could be
subject to loss through foreclosure. In addition, each Local Limited Partnership
is subject to risks relating to environmental hazards which might be
uninsurable. Because the Partnership's ability to control its operations will
depend on these and other factors beyond the control of the General Partner and
the Local General Partners, there can be no assurance that Partnership
operations will be profitable or that the anticipated Low Income Housing Credits
will be available to Limited Partners.
As of December 31, 1997, eight of the Apartment Complexes acquired by the
Partnership were completed and in operation. Two of the Apartment Complexes are
still under construction. One apartment complex (Ogallala) has not started
construction. The Apartment Complexes were developed by the respective Local
General Partners who acquired the sites and applied for applicable mortgages and
subsidies. The Partnership and WNC Housing Tax Credit Fund V, L.P., Series 3
("Series 3") each acquired equal limited partnership interests in Blessed Rock.
(The General Partner of the Partnership is also the general partner of Series
3). The Partnership became the principal limited partner in the remaining Local
Limited Partnerships pursuant to arm's-length negotiations with the Local
General Partner. As a limited partner, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of the Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Apartment
Complex.
The following is a schedule of the status as of December 31, 1997, of the
Apartment Complexes owned by Local Limited Partnerships in which Series 4 was a
limited partner as of December 31, 1997.
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
AS OF DECEMBER 31, 1997
Percentage
Total Units Units of Units
Name & Location Units Completed Occupied Occupied
- --------------- ----- --------- -------- --------
Ashford Place LP 100 100 18 18%
Belene Vista Associtates 57 57 57 100
Blessed Rock of El Monte 137 137 136 99%
Crescent City Apartments 55 55 42 76%
Crescent City, California
D. Hilltop Apt Ltd, Palastine TX 24 24 23 98%
Greyhound Assoc I, Windsor MO 24 24 0 0%
Lamar Plaza, Lamar MO 28 28 8 29%
Mesa Verde, Los Alamos, NM 142 0 0 0%
Mountain Vista Los Alamos, NM 96 96 92 96%
Ogallalla Apt I L.P. Ogallalla, NE 98 0 0 0%
Woodland Townhomes, LP Mairon, AL 42 42 22 52%
-- -- -- ---
Total 803 563 398 71%
=== === ===
3
Series 4 has acquired a Local Limited Partnership Interest in Ashford
Place, L.P., an Oklahoma limited partnership ("ASHFORD PLACE"); Crescent City
Apartments, a California limited partnership ("CRESCENT CITY"); Lamar Plaza,
L.P., a Missouri limited partnership ("LAMAR"); Mesa Verde Apartments, Limited
Partnership, a New Mexico limited partnership ("MESA VERDE"); Ogallalla
Apartments I, L.P., a Nebraska limited partnership ("OGALLALLA"); and Woodland
Townhomes, L.P., an Alabama limited partnership ("WOODLAND TOWNHOMES"); and has
acquired one-half of the Local Limited Partnership Interest in Blessed Rock of
El Monte, a California limited partnership ("BLESSED ROCK"). WNC Housing Tax
Credit Fund V, L.P., Series 3 ("Series 3") has acquired the other one-half of
the Local Limited Partnership Interest in BLESSED ROCK. Series 4 expects to
become a limited partner in Belen Vista, L.P., a New Mexico limited partnership
("BELEN VISTA"); Greyhound Associates I, L.P., a Missouri limited partnership
("GREYHOUND"), Hilltop, L.P., a Texas limited partnership ("HILLTOP"); and
Mountain Vista Associates, L.P., a New Mexico limited partnership ("MOUNTAIN
VISTA").
ASHFORD PLACE owns the Ashford Place Apartments in Shawnee, Oklahoma;
BELEN VISTA owns the Belen Vista Apartments in Belen, New Mexico; BLESSED ROCK
owns the Blessed Rock of El Monte Apartments in El Monte, California; CRESCENT
CITY owns The Surf Apartments in Crescent City, California; GREYHOUND owns the
Greyhound Apartments in Winsor, Missouri, HILLTOP owns the Hilltop Apartments in
Palestine, Texas; LAMAR owns the Lamar Plaza Apartments in Lamar, Missouri; MESA
VERDE owns the Mesa Verde Apartments in Roswell, New Mexico; MOUNTAIN VISTA owns
the Mountain Vista Apartments in Los Alamos, New Mexico; OGALLALLA owns the
Ogallalla Apartments in Ogallalla, Nebraska; and WOODLAND TOWNHOMES owns the
Woodland Townhomes in Marion, Alabama.
The following tables contain information concerning the Apartment
Complexes and the Local Limited Partnerships identified herein:
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
ESTIMATED LOCAL LIMITED
LOCAL ACTUAL OR DEVELOP- PERMANTEN PARTNERSHIP'S
LIMITED PROJECT ESTIMATED MENT COST NUMBER OF BASIC LOAN AGGREGATE
PARTNERSHIP NAME/NUMBER COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDIT
OF BUILDINGS DATE LAND COST) UNITS RENTS AMOUNT (1)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
ASHFORD Ashford Place December $4,748,683 32 1BR $360 $2,187,000 $3,901,370
PLACE Apartments 1997 60 2BR $438 Greystone
8 3BR $506 & Co. (2)
7 buildings
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
BELEN Belen Vista August $1,998,882 30 1BR $470 $1,546,000 $896,740
VISTA Apartments 1997 26 2BR $509 RECDS (5)
15 buildings
(3) (4)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ ---------------
BLESSED Blessed August $9,867,800 36 1BR $402 $2,600,000 $9,147,920
ROCK Rock of El 1997 1 2BR $0 (mgr FENB (7)
Monte unit)
Apartments $275,000
EMCRA
14 buildings (8)
(6)
$650,000
DCF (9)
- ---------- --------------- ------------ ----------- ------------ --------- ------------
4
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
ESTIMATED LOCAL LIMITED
LOCAL ACTUAL OR DEVELOP- PERMANENT PARTNERSHIP'S
LIMITED PROJECT ESTIMATED MENT COST NUMBER OF BASIC LOAN AGGREGATE
PARTNERSHIP NAME/NUMBER COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDIT
OF BUILDINGS DATE LAND COST) UNITS RENTS AMOUNT (1)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ ---------------
CRESCENT The Surf October $3,251,878 18 Studio $266 $1,960,000 $2,220,520
CITY Apartments 1995 37 1BR $300 CDHCD (10)
1 building
(3) ( 6)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ ---------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
GYEYHOUND Greyhound March $1,382,000 16 2BR $270 $643,000 $1,127,500
Apartments 1998 8 3BR $305 MHDC (19)
3 buildings
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
HILLTOP Hilltop December $596,919 8 1BR $262 $371,450 $221,880
Apartments 1996 16 2BR $320 RECDS (5)
4 buildings
(3)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
LAMAR Lamar Plaza June $1,679,720 24 2BR $285 $888,400 $1,343,440
Apartments 1997 4 3BR $320 MHDC (federal)
(11) $53,738
7 buildings (Missouri)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
MESA Mesa Verde December $6,840,387 11 1BR $256 $2,280,000 $6,427,180
VERDE Apartments 1997 45 1BR $314 Bank of
6 2BR $305 America
18 buildings 23 2BR $374 (12)
11 3BR $351 $277,904
46 4BR $431 HOME (13)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
MOUNTAIN Mountain July $1,960,261 16 1BR $317 $1,450,000 $884,480
VISTA Vista 1997 36 2BR $374 U.S. Dept.
Apartments of
Agriculture
7 buildings (FmHA)
(3) (14)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
OGALLALLA Ogallalla September $1,029,400 10 2BR $310 $400,000 $723,170
Apartments 1997 6 3BR $390 FNBO (15)
8 buildings
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
WOODLAND Woodland September $2,616,040 32 1BR $178 $51,500 $2,230,740
TOWNHOMES Townhomes 1997 10 2BR $212 Regions
Bank (16)
6 buildings
$1,245,000
HOME (17)
- ---------- --------------- ------------ ----------- ------------ --------- ------------ --------------
5
(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) Property designed for senior citizens.
(7) Far East National Bank ("FENB") will provide the first mortgage loan for a
term of 30 years at an annual interest rate of 8.5%. Principal and interest will
be payable monthly, based on a 20-year amortization schedule. Outstanding
principal will be due on maturity.
(8) El Monte Community Redevelopment Agency ("EMCRA") will provide the second
mortgage loan for a term of 15 years at an annual interest rate of 4%. The loan
will be repayable based on residual receipts.
(9) Deferred City Fees ("DCF") will provide the third mortgage loan for a term
of 30 years at an annual interest rate of 1%. The loan will be repayable based
on residual receipts.
(10) California Department of Housing and Community Development ("CDHCD") will
provide the mortgage loan for a term of 50 years at an annual interest rate of
3%. Principal and interest will be payable annually based on a 50-year
amortization schedule.
(11) Missouri Housing Development Commission ("MHDC") will provide the mortgage
loan for a term of 40 years at an annual interest rate of 1%. Principal and
interest will be payable monthly based on a 40-year amortization schedule.
(12) Bank of America will provide the first mortgage loan for a term of 15 years
at an annual interest rate equal to the 15-year Treasury Bond yield plus 225
basis points. Principal and interest will be payable monthly based on a 30-year
amortization schedule. Outstanding principal will be due on maturity.
(13) HOME will provide the second mortgage loan for a term of 30 years at an
annual interest rate of 7.13%. Principal and interest will be payable monthly
based on a 30-year amortization schedule.
(14) 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.
(15) First National Bank of Omaha ("FNBO") will provide the mortgage loan for a
term of 15 years at an annual interest rate of 9%. Principal and interest will
be payable monthly based on a 25-year amortization schedule. Outstanding
principal will be due on maturity.
6
(16) 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.
(17) 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.
(18) Missouri Housing Development Commission ("MHDC") will provide the mortgage
loan for a term of 40 years at an annual interest rate of 1%. Principal and
interest will be payable monthly based on a 40-year amortization schedule.
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 intersection 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.
El Monte (BLESSED ROCK): El Monte (population 106,000) is in Los
Angeles County, California, in the San Gabriel Valley, approximately 12 miles
east of downtown Los Angeles. The major employers for El Monte residents are
Wells Fargo Bank, Von's Co., Inc. (distribution warehouse), and Sargent-Fletcher
(air frames).
Crescent City (CRESCENT CITY): Crescent City (population 4,000) is the
county seat of Del Norte County, California, and is on the Pacific coast near
the Oregon border on U.S. Highway 101, approximately 370 miles north of San
Francisco. The major employers for Crescent City residents are Pelican Bay State
Prison, Del Norte Unified School District, and Del Norte County.
Windsor (GREYHOUND): Windsor (population 3,100) is in Henry County, in
west-central Missouri, approximately 80 miles southeast of Kansas City, on State
Highway 52. The major employers for residents of Henry County are U.S. Safety
(Parmelee) (personal safety products), Windsor schools, and Royal Oaks Hospital.
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).
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.
Roswell (MESA VERDE): Roswell (population 48,700) is in southeast New
Mexico at the intersection of U.S. Highways 380 and 285, approximately 175 miles
southeast of Albuquerque. The major employers for Roswell residents are Roswell
Independent School District, Eastern New Mexico Medical Center and Levi Strauss.
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.
7
Ogallalla (OGALLALLA): Ogallalla (population 5,000) is the county seat
of Keith County, in the western part of Nebraska, near the intersection of
Interstate Highway 80, U.S. Highway 30 and State Highway 61, approximately 110
miles south of Rapid City, South Dakota. Lake McConaughy, which is the largest
lake in Nebraska, is five miles north of Ogallalla, and plays a role in the area
economy by generating tourism. The major employers for Ogallalla residents are
American Shizuki (capacitors), Ogallalla Electronics Mfg. Co. (electronic and
magnetic components) and U.S. Aprons (aprons, dog beds, decoy bags).
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).
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
LOCAL SHARING RATIOS SHARING SERIES 4'S
LOCAL LOCAL GENERAL CASH-FLOW RATIOS: CAPITAL
LIMITED GENERAL PROPERTY PARTNER' (3) ALLOCATIONS CONTRIBUTION
PARTNERSHIP PARTNERS MANAGER DEVELOPMENT (4) (6)
FEE AND SALE OR
REFINANCING
PROCEEDS (5)
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
ASHFORD PLACE The Cowen Insignia $591,714 WNC: 15% but 98.99/.01/1 $2,317,180
Group, Management no 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%
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
BELEN VISTA Monarch Monarch $205,101 WNC: 33% but 99/1 $488,274
Properties, Properties, no less than 50/50
Inc. (9) Inc. (9) $1,944 per
year; maximum
46%
LGP: The
balance
- ---------------- -------------- ------------ ------------- ---------------- --------------- -------------------
BLESSED Everland, Professional $1,061,100 WNC: Greater 98.99/.01/1 $2,581,086
ROCK Inc. (10) Apartment of 30% or 50/50 (12)
Management $12,000 LGP:
Inc. (11) 40% of the
balance
The balance:
50/50
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
CRESCENT CITY Crescent Crescent $311,546 WNC: Greater 99/1 $1,191,878
City Surf, City of 15% or 50/50
Inc. (14) Surf, $800 LGP: 40%
Inc. (14) of the balance
The balance:
50/50
- ---------------- -------------- ------------ ------------- ----------------
8
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
LOCAL SHARING RATIOS SHARING SERIES 4'S
LOCAL LOCAL GENERAL CASH-FLOW RATIOS: CAPITAL
LIMITED GENERAL PROPERTY PARTNER' (3) ALLOCATIONS CONTRIBUTION
PARTNERSHIP PARTNERS MANAGER DEVELOPMENT (4) (6)
FEE AND SALE OR
REFINANCING
PROCEEDS (5)
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
GREYHOUND WMC WMC $198,834 WNC: 15% but 99/1 (27) $641,829
Community Community no less than 50/.1/49.9
Development Development $1,500 per year (28)
Corporation Corporation LGP: 40% of
(26) the balance
Lockwood The balance:
Realty, WNC: 50%
Inc (27) LGP: 50%
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
HILLTOP Donald W. Wilmic $72,330 WNC: 1/3 99/1 $120,814
Sowell Ventures, LGP: 2/3 5050
15) Inc. (16)
- --------------- -------------- ------------ ------------- ---------------- --------------- ----------------
- --------------- -------------- ------------ ------------- ---------------- --------------- ------------------
LAMAR MBL The Remus $146,700 WNC: 15% but (19) $797,842
Development, Company no less than
Co. (18) $850 per year
(17) LGP: 40% of
the balance
The balance:
WNC: 50%
LGP: 50%
- --------------- -------------- ------------ ------------- ---------------- --------------- ------------------
- --------------- -------------- ------------ ------------- ---------------- --------------- ------------------
MESA VERDE Trianon-Mesa Trianon $735,611 WNC: 15% but 99/1 $3,940,587
Verde, Development no less than 50/50
L.L.C. (20) Corporation $5,000 per
(20) year
LGP: $5,000
plus 40% of
the balance
The balance:
WNC: 50%
LGP: 50%
- --------------- -------------- ------------ ------------- ---------------- --------------- ------------------
MOUNTAIN VISTA Monarch Monarch $202,500 WNC: 33% but 99/1 $481,602
Properties, Properties, no less than 50/50
Inc. (9) Inc. (9) $2,015 per
year
Low Income LGP: The
Housing balance
Foundation
of New
Mexico
(21)
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
9
- ---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
LOCAL SHARING RATIOS SHARING SERIES 4'S
LOCAL LOCAL GENERAL CASH-FLOW RATIOS: CAPITAL
LIMITED GENERAL PROPERTY PARTNER' (3) ALLOCATIONS CONTRIBUTION
PARTNERSHIP PARTNERS MANAGER DEVELOPMENT (4) (6)
FEE AND SALE OR
REFINANCING
PROCEEDS (5)
- --------------- -------------- ------------ ------------- ---------------- --------------- ------------------
OGALLALLA Most Retro $125,550 WNC: Greater 98.99/.01/1 $400,905
Worshipful Management of 15% or 50/50
Prince Group, $500 LGP: 40%
Hall Inc. (23) of the balance
Grand The balance:
Lodge (22) 50/50
- --------------- -------------- ------------ ------------- ---------------- --------------- ------------------
WOODLAND Alabama Charter $267,400 WNC: 30% but 98.99/.01/1 $1,347,008
TOWNHOMES Council on Property no less than 50/50
Human Management $1,200 per
Relations, Co., Inc. year
Housing Corp. (25) LGP: 40% of
(24) the balance
The balance:
WNC: 15%
LGP: 85%
- --------------- -------------- ------------ ------------- ---------------- --------------- ------------------
(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) or an
Affiliate of 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 (and
Series 3 in the case of BLESSED ROCK).
(3) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 4 (and Series 3 in the case of BLESSED ROCK) ("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 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 (i) in the case
of ASHFORD PLACE, BLESSED ROCK, OGALLALLA and WOODLAND TOWNHOMES (a) Series 4
(and Series 3 in the case of BLESSED ROCK), (b) WNC Housing, L.P., an Affiliate
of the Sponsor which is the special limited partner, and (c) the Local General
Partner; and (ii) in the case of BELEN VISTA, CRESCENT CITY, HILLTOP, MESA VERDE
and MOUNTAIN VISTA (a) Series 4, and (b) the Local General Partner(s). For a
discussion of LAMAR, see note 19.
(5) Reflects the respective percentage interests of (i) Series 4 (and Series 3
in the case of BLESSED ROCK) and (ii) 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 contributions
(the tax liability in the case of ASHFORD PLACE) of Series 4 (and Series 3 in
the case of BLESSED ROCK); the capital contribution of the special limited
partner (if any); and the capital contribution (the tax liability in the case of
ASHFORD PLACE) of the Local General Partner(s).
10
(6) Series 4 (and Series 3 in the case of BLESSED ROCK) will make their 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. 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) Everland, Inc. is a California corporation which was formed in 1986. It has
acted as developer of projects in El Monte and Rosemead, California. The
corporation's president, Tom Y. Lee, is a Certified Public Accountant and one of
the founding organizers and directors of First Continental Bank in Rosemead.
Everland, Inc. has represented that, as of June 30, 1996, its total equity was
approximately ($382,000); however, construction and operating deficit guarantees
will be provided by Tom Y. Lee. Mr. Lee, age 47, has represented to Series 4
that, as of December 31, 1995, he had a net worth in excess of $3,500,000.
(11) Professional Apartment Management, Inc. is a California-licensed real
estate broker which provides full property management services for more than 100
facilities, consisting of more than 5,000 units, and having a combined value of
more than $200 million. The company has been managing affordable housing for 26
years, and currently manages approximately 500 Tax Credit units.
(12) Series 3 will make a capital contribution in the same amount.
(13) Series 3 will pay an acquisition fee to the Fund Manager in the same
amount.
(14) Crescent City Surf, Inc. is a California corporation which was formed in
1993. William L. Kjelland is the president of the corporation. He has been
involved in the development and management of five other subsidized properties
in California. The corporation has represented to Series 4 that its net worth is
negligible. Construction and operating deficit guarantees will be provided by
Mr. Kjelland. Mr. Kjelland, age 86, has represented to Series 4 that, as of May
1, 1996, he had a net worth in excess of $1,000,000.
(15) 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 officer 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
(16) 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.
(17) 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.
(18) 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.
(19) 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.
(20) Trianon-Mesa Verde, L.L.C., is a New Mexico limited liability company
recently formed by Trianon Development Corporation, a California corporation,
and Foundation For Social Resources, Inc., a Delaware non-profit corporation, to
serve as the Local General Partner. Trianon Development Corporation was formed
in 1986 by Lester G. Day. Mr. Day, who is currently the corporation's chairman,
has 40 years' experience in property development and management. Trianon
Development Corporation currently manages 72 affordable housing projects
consisting of approximately 6,500 units. The Local General Partner has
represented to Series 4 that its net worth is nominal. Construction, operating
deficit and Tax Credit guarantees will be provided by Lester Day. Mr. Day, age
70, has represented to Series 4 that, as of December 31, 1996, he had a net
worth in excess of $3,000,000.
(21) 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.
(22) Most Worshipful Prince Hall Grand Lodge ("MWPHGL") was formed 103 years
ago, and was incorporated in 1982. One of its goals is to foster the development
of safe, decent and affordable housing to individuals and families earning less
than 60% of the median income of the area. The corporation has represented to
Series 4 that, as of September 1, 1995, it had a net worth in excess of
$3,000,000.
(23) Retro Management Group, Inc. was formed in 1993. The company currently
manages more than 2,200 units of conventional and government-financed apartment
projects in Oklahoma, Nebraska and Iowa. The company's principal, Douglas E.
Hiner, has been involved in property management since 1974.
(24) Alabama Council on Human Relations, Housing Corp. was founded in 1954 as a
forum for interracial communication throughout Alabama. It is now a private
non-profit organization. The organization has represented that, as of February
29, 1996, its net assets were in excess of $600,000.
12
(25) 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).
(26) Lockwood Realty, Inc. ("Lockwood") is a Missouri corporation which was
formed in 1979, originally under the name of SMR Realty, Inc. Lockwood has been
involved in property management for 18 years. Currently, Lockwood manages more
than 6,000 units in 258 projects.
(27) Subject to certain special allocations, the profits, losses and Low Income
Housing Credits of GREYHOUND will be allocated 99% to Series 4 and 1% to the
Local General Partner. The Local Limited Partnership will also generate Missouri
low income housing tax credits which will be allocated entirely to Affordable
Equity Partners, Inc., a Missouri corporation which is the special limited
partner.
(28) Reflects the respective percentage interests of (a) Series 4, (b)
Affordable Equity Partners, Inc., the special limited partner, and (c) 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 contribution of Series 4; and the capital contribution of the
Local General Partner.
Item 2. Properties
Through its investment in Local Limited Partnerships the Partnership holds an
interest in Apartment Complexes. See Item 1 for information pertaining to these
Apartment Complexes.
Item 3. Legal Proceedings
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but are being sold through a
public offering. It is not anticipated that any public market will develop for
the purchase and sale of any Unit. Units can be assigned only if certain
requirements in the Partnership Agreement are satisfied.
(b) At December 31, 1997, there were 1295 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships. The Limited Partners, who invested in
the Partnership received Housing Tax Credits of $11 to $19 and $14 to $2 per
Unit, depending on the month of investment, in 1997 and 1996, respectively.
13
Item 6. Selected Financial Data
OMITTED
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
OMITTED
Item 8. Financial Statements and Supplementary Data
OMITTED
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
NONE.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of Associates are Wilfred N. Cooper, Sr., who serves as Chairman
of the Board, John B. Lester, Jr., David N. Shafer, Wilfred N. Cooper, Jr. and
Kay L. Cooper. Substantially all of the shares of Associates are owned by
Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, and John B. Lester,
Jr., through the Lester Family Trust.
WILFRED N. COOPER, SR., age 67, has been the principal shareholder and a
Director of WNC & ASSOCIATES, INC. since its organization in 1971, of SHELTER
RESOURCE CORPORATION since its organization in 1981 and of WNC RESOURCES, INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES, INC.
in 1991, serving as President of those companies until 1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP, L.P. and WNC TAX CREDIT PARTNERS, L.P. During 1970 and
1971 he was a principal of Creative Equity Development Corporation, a
predecessor of WNC & ASSOCIATES, INC., and of Creative Equity Corporation, a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell International Corporation, last serving as its manager of housing
and urban developments. Previously, he had responsibility for new business
development including factory-built housing evaluation and project management in
urban planning and development. Mr. Cooper is a Director of the Executive
Committee of the National Association of Home Builders (NAHB) and a past
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference, a Director of the Affordable Housing Tax Credit Coalition, a past
President of the California Council of Affordable Housing (CCAH) (formerly Rural
Builders Council of California), and a past President of Southern California
Chapter II of the Real Estate Syndication and Securities Institute (RESSI) of
the National Association of Realtors (NAR). Mr. Cooper graduated from Pomona
College in 1956 with a Bachelor of Arts degree.
JOHN B. LESTER, JR., age 64, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES, INC. since 1986, Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder, Executive
Vice President, Secretary and a Director of WNC RESOURCES, INC. from 1988
through its acquisition by WNC & ASSOCIATES, INC. in 1991. From 1973 to 1986 he
was Chairman of the Board and Vice President or President of E & L Associates,
14
Inc., a provider of engineering and construction services to the oil refinery
and petrochemical industries which he co-founded in 1973. Mr. Lester is a former
Director of the Los Angeles Chapter of the Associated General Contractors of
California. His responsibilities at WNC & ASSOCIATES, INC. include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern California in 1956 with a Bachelor of Science degree in Mechanical
Engineering.
DAVID N. SHAFER, age 45, has been a Director of WNC & ASSOCIATES, INC. since
1997, a Senior Vice President since 1992, and General Counsel since 1990, and
served as Asset Management Director from 1990 to 1992, and has been a Director
and Secretary of WNC Management, Inc. since its organization. Previously he was
employed as an associate attorney by the law firms of Morinello, Barone, Holden
& Nardulli from 1987 until 1990, Frye, Brandt & Lyster from 1986 to 1987 and
Simon and Sheridan from 1984 to 1986. Mr. Shafer is a Director and President of
CCAH, a member of NAHB's Rural Housing Council, a past President of Southern
California Chapter II of RESSI, a past Director of the Council of Affordable and
Rural Housing and Development and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree and from the University of San Diego in 1986 with a Master
of Law degree in Taxation.
WILFRED N. COOPER, JR., age 35, has been employed by WNC & ASSOCIATES, INC.
since 1988 and has been a Director since 1997 Executive Vice President since
1998, and a Senior Vice President since 1992. Mr. Cooper heads the Acquisition
Originations department at WNC, has been President of, and a registered
principal with, WNC CAPITAL CORPORATION, a member firm of the NASD, since its
organization, and has been a Director of WNC Management Inc. since its
organization. Previously, he was employed as a government affairs assistant by
Honda North America from 1987 to 1988, and as a legal assistant with respect to
Federal legislative and regulatory matters by the law firm of Schwartz, Woods
and Miller from 1986 to 1987. Mr. Cooper is an alternate director and member of
NAHB's Rural Housing Council and serves as Chairman of its Membership Committee.
Mr. Cooper graduated from The American University in 1985 with a Bachelor of
Arts degree.
THEODORE M. PAUL, age 42, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief Financial Officer since 1990, and has been a Director
and Chief Financial Officer of WNC Management Inc. since its organization.
Previously, he was a Vice President and Chief Financial Officer of National
Partnership Investments Corp., a sponsor and general partner of syndicated
partnerships investing in affordable rental housing qualified for tax credits,
from 1986 until 1990, and was employed as an associate by the accounting firms
of Laventhol & Horwath, during 1985, and Mann & Pollack Accountants, from 1979
to 1984. Mr. Paul is a member of the California Society of Certified Public
Accountants and the American Institute of Certified Public Accountants. His
responsibilities at WNC & ASSOCIATES, INC. include supervision of investor
partnership accounting and tax reporting matters and monitoring the financial
condition of the Local Limited Partnerships in which the Partnership will
invest. Mr. Paul graduated from the University of Illinois in 1978 with a
Bachelor of Science degree and is a Certified Public Accountant in the State of
California.
THOMAS J. RIHA, age 43, has been Vice President - Asset Management of WNC &
ASSOCIATES, INC. since 1994, and has been a Director and Chief Executive Officer
of WNC Management Inc. since its organization. He has more than 17 years'
experience in commercial and multi-family real estate investment and management.
Previously, Mr. Riha was employed by Trust Realty Advisor, a real estate
acquisition and management company, from 1988 to 1994, last serving as Vice
President - Operations. His responsibilities at WNC & ASSOCIATES, INC. include
monitoring the operations and financial performance of, and regulatory
compliance by, properties in the WNC portfolio. Mr. Riha graduated from the
California State University, Fullerton in 1977 with a Bachelor of Arts degree
(cum laude) in Business Administration with a concentration in Accounting and is
a Certified Public Accountant in the State of California and a member of the
American Institute of Certified Public Accountants.
15
SY P. GARBAN, age 52, has 20 years' experience in the real estate securities and
syndication industry. He has been associated with WNC & ASSOCIATES, INC., since
1989, serving as National Sales Director through 1992 and as Vice President -
National Sales since 1992. Previously, he was employed as Executive Vice
President by MRW, Inc., Newport Beach, California from 1980 to 1989, a real
estate development and management firm. Mr. Garban is a member of the
International Association of Financial Planners. He graduated from Michigan
State University in 1967 with a Bachelor of Science degree in Business
Administration.
CARL FARRINGTON, age 55, has been associated with WNC & ASSOCIATES, INC. since
1993, and has served as Director - Originations since 1994. Mr. Farrington has
more than 12 years' experience in finance and real estate acquisitions.
Previously, he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron
Corporation from 1988 to 1991. Mr. Farrington is a member and Director of the
Council of Affordable and Rural Housing and Development. Mr. Farrington
graduated from Yale University with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.
DAVID TUREK, age 43, has been Director - Originations of WNC & ASSOCIATES, INC.
since 1996. He has 23 years' experience in real estate finance and acquisitions.
Previously, from 1995 to 1996 Mr. Turek served as a consultant for a national
Low Income Housing Credit sponsor where he was responsible for on-site
feasibility studies and due diligence analyses of Low Income Housing Credit
properties, from 1992 to 1995 he served as Executive Vice President for Levcor,
Inc., a multi-family development company, and from 1990 to 1992 he served as
Vice President for the Paragon Group where he was responsible for Low Income
Housing Credit development activities. Mr. Turek graduated from Southern
Methodist University in 1976 with a Bachelor of Business Administration degree.
N. PAUL BUCKLAND, age 36, has been employed by WNC & ASSOCIATES, INC. since 1994
and currently serves as Vice President - Acquisitions. He has 11 years'
experience in analysis pertaining to the development of multi-family and
commercial properties. Previously, from 1986 to 1994 he served on the
development team of the Bixby Ranch which constructed more than 700 apartment
units and more than one million square feet of "Class A" office space in
California and neighboring states, and from 1984 to 1986 he served as a land
acquisition coordinator with Lincoln Property Company where he identified and
analyzed multi-family developments. Mr. Buckland graduated from California State
University, Fullerton in 1992 with a Bachelor of Science degree in Business
Finance.
MICHELE M. TAYLOR, age 43, has been employed by WNC & ASSOCIATES, INC. since
1986, serving as a paralegal and office manager, and currently is the Investor
Services Director. Previously she was self-employed between 1982 and 1985 in
non-financial services activities and from 1978 to 1981 she was employed as a
paralegal by a law firm which specialized in real estate limited partnership
transactions. Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.
THERESA I. CHAMPANY, age 40, has been employed by WNC & ASSOCIATES, INC. since
1989 and currently is the Marketing Services Director and a registered principal
with WNC CAPITAL CORPORATION. Previously, she was employed as Manager of
Marketing Services by August Financial Corporation from 1986 to 1989 and as
office manager and Assistant to the Vice President of Real Estate Syndications
by McCombs Securities Co., Inc. from 1979 to 1986. Ms. Champany attended
Manchester (Conn.) Community College from 1976 to 1978.
KAY L. COOPER, age 61, has been an officer and Director of WNC & ASSOCIATES,
INC. since 1971 and of WNC RESOURCES, INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory products, since 1975.
She is the wife of Wilfred N. Cooper, Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester, Jr. Mrs. Cooper graduated from the University
of Southern California in 1958 with a Bachelor of Science degree.
16
Item 11. Executive Compensation
(1)
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:
(a) Acquisition fees in an amount equal to 7.5% of the gross proceeds of the
Partnership's Offering ("Gross Proceeds") allocable to each of the Local Limited
Partnerships. Through December 31, 1996, the aggregate amount of acquisition
fees paid was approximately $1,571,600.
(b) An annual asset management fee in an amount equal to the greater of (i)
$2,000 for each Apartment Complex, or (ii) 0.275% of Gross Proceeds. Asset
management fee of $57,976 and $23,139 was incurred for the year ended December
31, 1997 and the period of July 1, 1996 through December 31, 1996, respectively
of which $30,000 was paid in 1997.
(d) A subordinated disposition fee in an amount equal to 1% of the sale price
received in connection with the sale or disposition of an Apartment Complex or
Local Limited Partnership Interest. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital contributions
and payment of the Return on Investment to the Limited Parners. "Return on
Investment" means an annual, cumulative but not compounded, "return" to the
Limited Partners (including Low Income Housing Credits) as a class on their
adjusted capital contributions commencing for each Limited Partner on the last
day of the calendar quarter during which the Limited Partner's capital
contribution is received by the Partnership, calculated at the following rates:
(i) 13% through December 31, 2006, and (ii) 6% for the balance of the
Partnerships term. No disposition fees have been paid.
(e) The General Partner was allocated Low Income Housing Credits of $3,587 and
$659 in 1997 and 1996, respectively.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
No person is known to own beneficially in excess of 5% of the outstanding Units.
(b) Security Ownership of Management
Neither the General Partner, Associates nor any of the officers or directors of
Associates own directly or beneficially any limited partnership interests in the
Partnership.
(c) Changes in Control
The management and control of the General Partner may be changed at any time in
accordance with its organizational documents, without the consent or approval of
the Limited Partners. In addition, the Partnership Agreement provides for the
admission of one or more additional and successor General Partners in certain
circumstances.
First, with the consent of any other General Partners and a majority-in-interest
of the Limited Partners, any General Partner may designate one or more persons
to be successor or additional General Partners. In addition, any General Partner
may, without the consent of any other General Partner or the Limited Partners,
(i) substitute in its stead as General Partner any entity which has, by merger,
consolidation or otherwise, acquired substantially all of its assets, stock or
other evidence of equity interest and continued its business, or (ii) cause to
be admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership will
be classified a partnership for Federal income tax purposes. Finally, a
majority-in-interest of the Limited Partners may at any time remove the General
Partner of the Partnership and elect a successor General Partner.
17
Item 13. Certain Relationships and Related Transactions
All of the Partnership's affairs are managed by the General Partner, through
Associates. The transactions with the General and Associates are primarily in
the form of fees paid by the Partnership for services rendered to the
Partnership, as discussed in Item 11 and in the notes to the accompanying
financial statements.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial statements.
OMITTED. See Item 8.
Exhibits
(3.1): Articles of incorporation and by-laws: The registrant is not
incorporated. The Partnership Agreement is included as Exhibit B to the
to Post Effective Amentment No. 6 dated March 25, 1997
(3.2) First Amendment to Agreement of Limited Partnership included as Exhibit B
to the to Post Effective Amentment No. 6 dated March 25, 1997
Material Contracts
10.1 Blessed Rock of El Monte filed as exhibit 10.1 to Form 8-K Current Report
dated September 19, 1996 is herein incorporated by reference as exhibit 10.1.
10.2 Agreement of Limited Partnership of Crescent City Apartments filed as
exhibit 10.1 to Form 8-K Current Report dated September 25, 1996 is herein
incorporated by reference as exhibit 10.2.
10.3 Agreement of Limited Partnership of Ashford Place, a Limited Partnership
filed as exhibit 10.1 to Form 8-K Current Report dated December 31, 1996 is
herein incorporated by reference as exhibit 10.3
10.4 Amended and Restated Agreement of Limited Partnership of Lamar Plaza
Apartments, L. P. filed as exhibit 10.2 to Form 8-K Current Report dated
December 31, 1996 is herein incorporated by reference as exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Woodland , Ltd.
filed as exhibit 10.3 to Form 8-K Current Report dated December 31, 1996 is
herein incorporated by reference as exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Ogallalla
Apartments I Limited Partnership filed as exhibit 10.1 to Form 8-K Current
Report dated October 15, 1996 is herein incorporated by reference as exhibit
10.6.
10.7 Amended and Restated Agreement of Limited Partnership of Mesa Verde
Apartments, Limited Partnership filed as exhibit 10.1 to Form 8-K Current Report
dated December 31, 1996 is herein incorporated by reference as exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of D. Hilltop
Apartments, Ltd. filed as exhibit 10.1 to Form 8-K Current Report dated April
14, 1997 is herein incorporated by reference as exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Broadway
Apartments Limited Partnership filed as exhibit 10.1 to Form 8-K Current Report
dated April 10, 1997 is herein incorporated by reference as exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of Mountain Vista
Limited Partnership filed as exhibit 10.1 to Form 8-K Current Report dated May
15, 1997 is herein incorporated by reference as exhibit 10.10.
REPORTS ON 8-K.
No Forms 8-K Current Reports were filed in the quarter ended December 31, 1997.
18
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
By: WNC Tax Credit Partners, L.P. General Partner
By: WNC & Associates, Inc. General Partner
By: /s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr. President of WNC & Associates, Inc.
Date: April 20, 1998
By: /s/ Theodore M. Paul
-----------------------------------------------------
Theodore M. Paul Vice-President, Finance of WNC & Associates, Inc.
Date: April 20, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Wilfred N. Cooper, Sr.
-----------------------------------------------------
Wilfred N. Cooper, Sr. Chairman of the Board of WNC & Associates, Inc.
Date: April 20, 1998
By: /s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr. Secretary of the Boar of WNC & Associates, Inc.
Date: April 20, 1998
By: /s/ David N. Shafer
-----------------------------------------------------
David N. Shafer Director of WNC & Associates, Inc.
Date: April 20, 1998
19