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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, 1996
OR
|_| 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: 0-20058
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0316953
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
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 NOT APPLICABLE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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|
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. Inapplicable.
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
Item 1. Business
Organization
WNC California Tax Housing Credits, L.P. ("CHTC" or the "Partnership") is a
California Limited Partnership formed under the laws of the State of California
on September 15, 1988. The Partnership was formed to acquire limited partnership
interests in local limited partnerships ("Local Limited Partnerships") which own
multifamily apartment complexes that are eligible for Federal and California (in
some cases) low income tax credits ("Low Income Housing Credits").
The general partners of the Partnership are WNC & Associates, Inc.
("Associates") and Wilfred N. Cooper, Sr. (collectively, the "General
Partners"). The business of the Partnership is conducted primarily through
Associates as CHTC has no employees of its own.
WNC & Associates, Inc. became a general partner upon its acquisition of all of
the outstanding stock of WNC Resources, Inc. in August 1991. WNC Resources, Inc.
was originally a general partner and Mr. Cooper was its principal shareholder.
On March 16, 1989, the Partnership commenced a public offering of 10,000 Units
of Limited Partnership Interests ("Units"), at a price of $1,000 per Unit. As of
the close of the public offering, October 31, 1990, a total of 7,450 Limited
Partnership Interests representing $7,450,000 had been sold. 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 Tax Credits. The Partnership's principal
business therefore consists of investing as a limited partner in Local Limited
Partnerships each of which will own and operate an apartment complex ("Apartment
Complex") which will qualify for the Low Income Housing Credits. 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. In general, under Section 17058
of the California Revenue and Taxation Code, an owner of low-income housing can
receive the Low Income Housing Credit to be used against California taxes
otherwise due in each year of a four year period. The Apartment Complex is
subject to a fifteen-year compliance period (the "Compliance Period").
In general, in order to avoid recapture of the Low Income Housing Credits,
the Partnership does not expect that it will dispose of its interest 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
Partnerships 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
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.
3
As of December 31, 1996, CHTC had invested in 11 Local Limited Partnerships.
Each of these Local Partnerships owns an Apartment Complex that is eligible for
the Federal Low Income Housing Tax Credit. Eight of the Apartment Complexes are
eligible for the California Low Income Housing Tax Credit. All of the Local
Partnerships also benefit from government programs promoting low or moderate
income housing.
The Partnership's investments in Local Partnerships are subject to the risks
incident 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 neither the Partnership's investments nor th Apartment Complexes owned by
Local Partnerships will be readily marketable. Additionally there can be no
assurance that the Partnership will be able to dispose of its interest in Local
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 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 Partners and the general partners of
the Local Partnerships, 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, 1996, all of the Apartment Complexes were completed and in
operation. The Apartment Complexes owned by the Local Limited Partnerships in
which CHTC has invested were developed by the Local General Partners who
acquired the sites and applied for applicable mortgages and subsidies. CHTC
became the principal limited partner in these Local Partnerships pursuant to
arm's-length negotiations with the Local General Partners. As a limited partner,
CHTC'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 maintaining, operating and managing the Apartment
Complex.
4
The following is a schedule of the statu, as of December 31, 1996, of the
Apartment Complexes owned by Local Limited Partnerships in which CHTC is a
limited partner:
SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
AS OF DECEMBER 31, 1996
No. of Units Units Percentage of Total
Name & Location Apts. Completed Occupied Units Occupied
Alta Vista Investors, Ltd. 42 42 40 95%
Orisi, California
BCA Associates, Ltd. 40 40 40 100
Anderson, California
Cloverdale Garden Apts., Ltd. 34 34 34 100
Cloverdale, California
Countryway Associates, Ltd. 41 41 36 90
Mendota, California
East Garden Apartments, Ltd 51 51 51 100
Jamestown, California
HPA Investors, Ltd. 42 42 42 100
Shafter, California
Knights Landing, Ltd. 25 25 24 100
Knights Landing, California
Midland Manor Associates 40 40 39 98
Mendota, California
San Jacinto Associates 38 38 33 89
San Jacinto, California
Woodlake Manor, Ltd. 44 44 40 93
Woodlake, California
Yreka Investment Group, Ltd. 36 36 36 100
Yreka, California -- -- -- ---
433 433 416 96%
==== ==== ==== ===
5
Item 2. Properties
Through its investment in Local Partnerships CHTCF holds interests 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.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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 Units. Units can be assigned only if certain
requirements in CHTC's Partnership Agreement are satisfied.
At December 31, 1996, there were 683 registered holders of Limited Partnership
Interests in CHTCF ("Limited Partners"). The Partnership was not designed to
provide cash distributions to Limited Partners in circumstances other than
refinancing or disposition of its investments in Local Partnerships. Federal
Housing Tax Credits to investors for 1996 and 1995 were $99 and $99,
respectively, per Unit. State Low Income Housing Credits in the aggregate amount
of $473 to $700 per Unit were generated from 1989 through 1994.
6
Item 6. Selected Financial Data
Years Ended December 31,
----------------------------------------------------------------------
1996 1995 1994 1993 1992
----- ----- ----- ----- -----
Revenues $3,549 $3,911 $2,764 $2,885 $4,698
Partnership operating
expenses (138,716) (145,806) (145,636) (157,710) (158,416)
Equity in loss of
Local Partnership (476,567) (412,291) (437,264) (375,550) (506,785)
-------- -------- -------- -------- --------
Net loss $(611,734) $(554,186) $(580,136) $(530,375) $(660,503)
======== ======== ======== ======== ========
Net loss per Limited
Partnership Interest $ (81) $ (74) $ (77) $ (70) $ (88)
========= ========= ========= ========= =========
Total assets $2,526,490 $3,027,914 $3,470,515 $3,938,958 $4,358,291
========= ========= ========= ========= =========
Net investment in
Local Partnerships $2,442,547 $2,943,052 $3,376,715 $3,836,281 $3,911,040
========= ========= ========= ========= =========
Capital contributions
payable to Local
Partnerships -0- -0- -0- -0- -0-
7
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Liquidity and Capital Resources
Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of approximately $600 for the period ended
December 31, 1996. This decrease was due to cash used by operating activities
for the Partnership of approximately $9,600 and cash provided by investing
activities of approximately $9,000 for distributions from Local Partnerships.
Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of approximately $9,200 for the period
ended December 31, 1995 This decrease was due to cash used by operating
activities for the Partnership of approximately $14,600 and cash provided by
investing activities of approximately $5,400 of distributions from Local
Partnerships. Cash provided by operating activities for the two years, consisted
of interest, and cash used consisted of payments for operating fees and
expenses.
The Partnership is indebed to an affiliate of the General Partner for accrued
management fees in the amount of approximately $594,000.
The Partnership raised $7,450,000 from investors by means of a public offering.
The Net Proceeds available for investment were disbursed for the payment of
Acquisition Fees and Acquisition Expenses, the establishment of Reserves, the
payment of operating expenses and the acquisition of investments in Local
Partnerships which own the Apartment Complexes. The Partnership has paid all
capital contributions due for its investments in Local Partnerships and has no
further obligations for its property investments.
Prior to sale of the Apartment Complexes, it is not expected that any of the
Local Limited Partnerships in which the Partnership has invested will generate
cash sufficient to provide distributions to the Partnership of any material
amount. Distributions to the Partnership would first by used to meet operating
expenses of the Partnership, including the payment of the Asset Management Fee
to the General Partner. See Item 11 hereof. As a result, it is not anticipated
that the Partnership will provide distributions to the Limited Partners prior to
the sale of the Apartment Complexes.
8
The Partnership's investments are not readily marketable and may be affected by
adverse general economic conditions which, in turn, could substantially increase
the risk of operating losses for the Apartment Complexes, the Local Partnerships
and the Partnership. These problems may result from a number of factors, many of
which cannot be controlled by the General Partners. Nevertheless, the General
Partners anticipate that capital raised from the sale of the Units is sufficient
to fund the Partnership's operations.
Upon completion of its pubic offering (in 1991) the Partnership established
working capital reserves of 3.3% of capital contributions (or approximately
$247,000), an amount which is anticipated to be sufficient to satisfy general
working capital and administrative expense requirements of the Partnership
including payment of the Asset Management Fee as well as expenses attendant to
the preparation of tax returns and reports to the limited partners and other
investor servicing obligations of the Partnership. To the extent that working
capital reserves are insufficient to satisfy the cash requirements of the
Partnership, it is anticipated that additional funds would be sought through
bank loans or other institutional financing. The General Partners may also apply
any cash distributions received from the Local Limited Partnerships for such
purposes or to replenish or increase working capital reserves.
Under its partnership agreement, the Partnership does not have the ability to
assess its partners for additional capital contributions to provide capital if
needed by the Partnership or Local Partnerships. Accordingly, if circumstances
arise that cause the Local Partnerships to require capital in addition to that
contributed by the Partnership and any equity of the Local General Partners, the
only sources from which such capital needs will be able to be satisfied (other
than the limited reserves available at the Partnership level) will be (i)
third-party debt financing (which may not be available, if, as expected, the
Apartment Complexes owned by the Local Limited Partnerships are already
substantially leveraged), (ii) additional equity contributions or advances of
the Local General Partners, (iii) other equity sources (which could adversely
affect the Partnership's interest in Low Income Housing Credits, cash flow
and/or proceeds of sale or refinancing of the Apartment Complexes and result in
adverse tax consequences to the Limited Partners), or (iv) the sale or
disposition of the Apartment Complexes (which could have the same adverse
effects as discussed in (iii) above). There can be no assurance that funds from
any of such sources would be readily available in sufficient amounts to fund the
capital requirement of the Local Limited Partnerships in question. If such funds
are not available, the Local Limited Partnerships would risk foreclosure on
their apartment complexes if they were unable to renegotiate the terms of their
first mortgages and any other debt secured by the Apartment Complexes to the
extent the capital requirements of the Local Limited Partnerships relate to such
debt.
9
Liquidity
CHTC's primary source of funds was the proceeds of its public offering. Other
sources of liquidity include interest earned on cash balances and distributions
from Local Limited Partnerships. The Local Limited Partnerships are expected to
maintain working capital reserves independent of those maintained by the
Partnership to the extent that (i) the terms of mortgage debt encumbering the
Apartment Complexes or the terms of any government assistance program so
require, or (ii) the Local General Partner determines that such reserves are
necessary or advisable. Although reserves are to be maintained at both the
Partnership and Local Limited Partnership levels, if such reserves and other
available income, if any, are insufficient to cover the Partnership's or any
Local Limited Partnership's operating expenses and liabilities, it may be
necessary to accumulate additional funds from distributions received from Local
Limited Partnerships which would otherwise be available for distribution to the
Limited Partners, or to liquidate the Partnership's investment in one or more
Local Limited Partnerships.
Reserves of the Partnership and reserves of the Local Limited Partnership may be
increased or decreased from time to time by the General Partner or the Local
General Partner, as the case may be, in order to meet anticipated costs and
expenses. The amount of cash flow available for distribution and/or Sale or
Refinancing Proceeds, if any, which is available for distribution to the Limited
Partners may be affected accordingly.
Results of Operations
As reflected on its Statements of Operations, the Partnership had losses of
$611,734, $554,186, and $580,136 for the years ended December 31, 1996, 1995,
and 1994, respectively. The component items of revenue and expense are discussed
below.
Revenue. Partnership revenues consisted entirely of interest earned on cash
deposits held in financial institutions as Reserves. Interest revenue in future
years will be a function of prevailing interest rates and the amount of cash
balances. It is anticipated that the Partnership will maintain cash reserves in
an amount not materially in excess of the minimum amount required by its
Partnership Agreement, which is 3% of Capital Contributions.
Expenses. The most significant component of operating expenses is expected to be
the Asset Management Fee. The Asset Management Fees is equal to 0.5% of Invested
assets of local Limited Partnerships: accordingly the amount to be incurred in
the future is a function of the level of such invested assets (i.e., the sum of
the Partnerships' capital contributions to the Local Limited Partnerships plus
the Partnership's share of the debts related to the Apartment Complexes owned by
such Local Limited Partnerships). The annual management fee incurred was
$111,691, $111,691, and $111,693, for the years ended December 31, 1996, 1995,
and 1994, respectively.
Office expense consists of the Partnership's administrative expenses, such as
accounting and legal fees, bank charges and investor reporting expenses.
Equity in losses from Local Limited Partnerships. The Partnership's equity in
losses from Local Limited Partnerships is equal to 99% of the aggregate net loss
of the Local Limited Partnerships. After rent-up, the Local Limited Partnerships
are expected to generate losses during each year of operations; this is so
because, although rental income is generally expected to exceed cash operating
expenses, depreciation and amortization deductions claimed by the Local Limited
Partnerships are expected to exceed net rental income.
The Partnership, as a Limited Partner in the Local Partnerships in which it has
invested, is subject to the risks incident to the construction, management, and
ownership of improved real estate. The Partnership investments are also subject
to adverse general economic conditions, and accordingly, the status of the
national economy, including substantial unemployment and concurrent inflation,
could increase vacancy levels, rental payment defaults, and operating expenses,
which in turn, could substantially increase the risk of operating losses for the
Apartment Complexes.
10
Item 8. Financial Statements and Supplementary Data
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
FINANCIAL STATEMENTS
For The Years Ended
December 31, 1996, 1995 and 1994
with
INDEPENDENT AUDITORS' REPORT THEREON
11
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC California Housing Tax Credits, L.P.
We have audited the accompanying balance sheets of WNC California Housing Tax
Credits, L.P. (a California Limited Partnership) (the "Partnership") as of
December 31, 1996 and 1995, and the related statements of operations, partners'
equity (deficit) and cash flows for the years ended December 31, 1996, 1995 and
1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of the
limited partnerships in which WNC California Housing Tax Credits, L.P. is a
limited partner. These investments, as discussed in Note 2 to the financial
statements, are accounted for by the equity method. The investments in these
limited partnerships represented 97% of the total assets of WNC California Tax
Credits, L.P., at December 31, 1996 and 1995. The financial statements of the
limited partnerships were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for these limited partnerships, is based solely on the reports of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC California Housing Tax Credits, L.P. (A California
Limited Partnership) as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the years ended December 31, 1996,
1995 and 1994 in conformity with generally accepted accounting principles.
/s/ CORBIN & WERTZ
-------------------
CORBIN & WERTZ
Irvine, California
March 15, 1997
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS 1996 1995
---------- ----------
Cash and cash equivalents $ 83,943 $ 84,504
Investments in limited partnerships
(Note 2) 2,442,547 2,943,052
Other assets --- 358
---------- ----------
$ 2,526,490 $ 3,027,914
========== ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities -
Accrued fees and expenses due to
general partner and affiliates
(Note 3) $ 594,248 $ 483,938
------- -------
Partners' equity (deficit):
General partner (45,518) (39,401)
Limited partners (10,000 units
authorized; 7,450 units issued
and outstanding at December 31,
1996 and 1995) 1,977,760 2,583,377
---------- ----------
Total partners' equity 1,932,242 2,543,976
---------- ----------
$ 2,526,490 $ 3,027,914
========= ==========
See accompanying notes to financial statements
FS-2
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For The Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
---------- ---------- ----------
Interest income $ 3,549 $ 3,911 $ 2,764
Operating expenses:
Amortization (Note 2) 14,904 15,970 19,509
Partnership management fees
(Note 3) 111,691 111,691 111,693
Legal and accounting 5,175 7,000 7,613
Office 6,946 11,145 6,821
--------- ---------- ----------
Total operating expenses 138,716 145,806 145,636
--------- ---------- ----------
Loss from operations (135,167) (141,895) (142,872)
Equity in losses from limited
partnerships (Note 2) (476,567) (412,291) (437,264)
---------- ---------- ----------
Net loss $ (611,734) $ (554,186) $ (580,136)
========== ========== ==========
Net loss allocable to:
General partners $ (6,117) $ (5,542) $ (5,801)
========== ========= ==========
Limited partners $ (605,617) $ (548,644) $ (574,335)
========== ========== ==========
Net loss per weighted number
of limited partner units $ (81.29) $ (73.64) $ (77.09)
========== ========== ==========
Outstanding weighted limited
partner units 7,450 7,450 7,450
========== ========== ==========
See accompanying notes to financial statements
FS-3
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Years Ended December 31, 1996, 1995 and 1994
General Limited
Partners Partners Total
Equity (deficit) -
January 1, 1994 $ (28,058) $ 3,706,356 $ 3,678,298
Net loss (5,801) (574,335) (580,136)
---------- ---------- ----------
Equity (deficit) -
December 31, 1994 (33,859) 3,132,021 3,098,162
Net loss (5,542) (548,644) (554,186)
---------- ---------- ----------
Equity (deficit) -
December 31, 1995 (39,401) 2,583,377 2,543,976
Net loss (6,117) (605,617) (611,734)
---------- ---------- ----------
Equity (deficit) -
December 31, 1996 $ (45,518) $ 1,977,760 $ 1,932,242
========== ========== ==========
See accompanying notes to financial statements
FS-4
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
---------- ---------- ----------
Cash flows from operating activities:
Net loss $ (611,734) $ (554,186) $ (580,136)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Amortization 14,904 15,970 19,509
Equity in loss of limited
partnerships 476,567 412,291 437,264
Change in other assets 358 (284) 180
Change in accrued fees and
expenses due to general
partner and affiliates 110,310 111,585 111,693
--------- ---------- ----------
Net cash used in operating activities (9,595) (14,624) (11,490)
Cash flows from investing activities -
Distributions from limited partnerships 9,034 5,402 7,402
--------- ---------- ----------
Net decrease in cash and cash equivalents (561) (9,222) (4,088)
Cash and cash equivalents, beginning of
year 84,504 93,726 97,814
--------- ---------- ----------
Cash and cash equivalents, end of year $ 83,943 $ 84,504 $ 93,726
========= ========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $ --- $ --- $ ---
========= ========== ==========
Taxes paid $ 800 $ 800 $ 800
========= ========== ==========
See accompanying notes to financial statements
FS-5
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
WNC California Housing Tax Credits, L.P. (A California Limited Partnership) (the
"Partnership") was formed on September 15, 1988 under the laws of the State of
California. The Partnership was formed to invest as a limited partner in other
limited partnerships which own and operate multifamily housing complexes that
are eligible for low income housing tax credits.
WNC & Associates, Inc., a California corporation, and Wilfred N. Cooper, Sr.,
are general partners of the Partnership (the "General Partner"). The Cooper
Revocable Trust is the principal shareholder of WNC & Associates, Inc.
The Partnership shall continue to be in full force and effect until December 31,
2037 unless terminated prior to that date pursuant to the partnership agreement
or law.
The Partnership Agreement authorized the sale of up to 10,000 units of Limited
Partnership Interests at $1,000 per Unit ("Units"). The offering of Units
concluded in October 1990 at which time 7,450 Units representing subscriptions
in the amount of $7,450,000 had been accepted. The General Partner has a 1%
interest in operating profits and losses of the Partnership. The limited
partners will be allocated the remaining 99% interest in proportion to their
respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received a
subordinated disposition fee (as described in Note 3), any additional sale or
refinancing proceeds will be distributed 90% to the limited partners (in
proportion to their respective investments) and 10% to the General Partner.
The Partnership's investments in limited partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and include the risks that neither the Partnership's investments nor the
apartment complexes owned by the 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 limited partnerships. 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 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 general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the anticipated housing tax credits will
be available to limited partners.
Continued
FS-6
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Method of Accounting For Investment in Limited Partnerships
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of each limited partnership's results of operations and
for any distributions received. The accounting policies of the limited
partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership in acquiring the investments in limited partnerships are capitalized
as part of the investment and are being amortized over 30 years (Note 2).
Losses from limited partnerships allocated to the Partnership are not recognized
to the extent that the investment balance would be adjusted below zero.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents.
Organization Costs
Organization costs of $59,142 were being amortized on the straight-line method
over sixty months. Such costs were fully amortized at December 31, 1996 and
1995.
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses amounting to
$946,704 at December 31, 1996 and 1995 and are reflected as a reduction of
limited partners' capital.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Net Loss Per Limited Partner Units
Net loss per weighted number of limited partner units is computed by dividing
the limited partners' share of net loss by the weighted number of limited
partner units outstanding during the year.
Continued
FS-7
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of December 31, 1996 and 1995, the Partnership has acquired limited
partnership interests in eleven limited partnerships which own and operate
apartment complexes consisting of 433 apartment units. The respective general
partners of the limited partnerships manage the day to day operations of the
limited partnerships. Significant limited partner business decisions, as
defined, require the approval of the Partnership. The Partnership, as a limited
partner, is generally entitled to 99% of the operating profits and losses of the
limited partnerships.
The Partnership's investment in limited partnerships as reflected in the
accompanying balance sheets at December 31, 1996 and 1995, is approximately
$225,000 and $271,000, respectively, greater than the Partnership's equity as
shown in the limited partnerships' combined financial statements. This
difference is due primarily to acquisition, selection and other costs related to
the acquisition of the limited partnerships which were capitalized in the
Partnership's investment account and to certain costs incurred by the limited
partnerships which were netted against partners' capital on the limited
partnerships' financial statements. Acquisition, selection and other costs
capitalized by the Partnership are being amortized over 30 years (see Note 3).
The following is a summary of the equity method activity of the investments in
limited partnerships for the years ended December 31:
1996 1995
---------- ----------
Investments per balance sheet,
beginning of year $ 2,943,052 $ 3,376,715
Equity in loss of limited partnerships (476,567) (412,291)
Distributions (9,034) (5,402)
Amortization of capitalized acquisition costs (14,904) (15,970)
---------- ----------
Investments per balance sheet, end of year $ 2,442,547 $ 2,943,052
========== ==========
Approximate combined condensed financial information from the individual
financial statements of the limited partnerships as of December 31 and for the
years then ended is as follows:
COMBINED CONDENSED BALANCE SHEETS
December 31,
Assets 1996 1995
- ------ ---------- ----------
Buildings and improvements, net of
accumulated depreciation for 1996 and
1995 of $4,200,000 and $3,589,000,
respectively $ 17,203,000 $ 17,772,000
Land 1,484,000 1,484,000
Other assets 1,331,000 1,366,000
---------- ----------
Total assets $ 20,018,000 $ 20,622,000
========== ==========
Continued
FS-8
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
COMBINED CONDENSED BALANCE SHEETS, continued
December 31,
Liabilities 1996 1995
- ----------- ---------- ----------
Mortgage loans payable $ 16,882,000 $ 16,891,000
Other liabilities 542,000 574,000
---------- ----------
Total liabilities 17,424,000 17,465,000
---------- ----------
Partners' Capital
WNC California Housing Tax Credits, L.P. 2,218,000 2,672,000
Other partners 376,000 485,000
---------- ----------
Total partners' capital 2,594,000 3,157,000
---------- ----------
Total liabilities and partners' capital $ 20,018,000 $ 20,622,000
========== ==========
COMBINED CONDENSED STATEMENTS OF OPERATIONS
For The Years Ended December 31,
1996 1995 1994
---------- ---------- ----------
Total revenues $ 1,771,000 $ 1,783,000 $ 1,757,000
Expenses:
Operating expenses 1,236,000 1,159,000 409,000
Interest expense 406,000 407,000 694,000
Depreciation and amort-
ization 611,000 633,000 1,096,000
---------- ---------- ----------
Total expenses 2,253,000 2,199,000 2,199,000
---------- ---------- ----------
Net loss $ (482,000) $ (416,000) $ (442,000)
========== ========== ==========
Net loss allocable to the
Partnership $ (477,000) $ (412,000) $ (437,000)
========== ========== ==========
Certain limited partnerships have incurred operating losses and working capital
deficiencies. In the event these limited partnerships continue to incur
operating losses, additional capital contributions by the Partnership may be
required to sustain operations of such limited partnerships. If additional
capital contributions are not made when they are required, the Partnership's
investment in certain of such limited partnerships could be impaired.
Continued
FS-9
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 3 - RELATED PARTY TRANSACTIONS
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or its affiliates for the following items:
Acquisition fees equal to 6% of the gross proceeds from the sale of
Units as compensation to the General Partner for services rendered to
the Partnership in connection with the acquisition of limited
partnerships. As of December 31, 1996 and 1995, acquisition fees of
$447,060 have been incurred and included in the Partnership's
investment in limited partnerships. Accumulated amortization amounted
to $157,149 and $142,245 as of December 31, 1996 and 1995,
respectively.
Reimbursement of costs incurred by an affiliate of the General Partner
in connection with the acquisition of limited partnerships. These
reimbursements have not exceeded 3% of the gross proceeds. As of
December 31, 1996 and 1995, the Partnership incurred acquisition costs
of $32,018 which have been included in the limited partnership
investment. Such costs were fully amortized at December 31, 1996 and
1995.
An annual management fee equal to 0.5% of the invested assets of the
limited partnerships, including the Partnership's allocable share of
the mortgages. Fees of $111,691, $111,691 and $111,693 were incurred
for 1996, 1995 and 1994, respectively. No amounts were paid during
1996, 1995 or 1994.
A subordinated disposition fee in an amount equal to 1% of the sales
price of any property sold. Payment of this fee to the General Partner
is subordinated to the limited partners who receive a 6% preferred
return (as defined in the partnership agreement) and is payable only
if the General Partner or its affiliates render services.
Accrued fees and expenses due to General Partner and affiliates are summarized
as follows:
December 31,
------------
1996 1995
---------- ----------
Due to affiliate $ 13 $ 1,394
Annual management fees accrued net of
amounts owed by General Partner 594,235 482,544
---------- ----------
Total $ 594,248 $ 483,938
========== ==========
NOTE 4 - INCOME TAXES
No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.
FS-10
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
Item 10. Directors and Executive Officers of the Registrant
Directors of Registrant
Directors and Executive Officers of WNC & Associates, Inc.
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.
WILFRED N. COOPER, SR., age 65, 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 and a member of the
Executive Committee of the National Association of Home Builders (NAHB) and a
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 Rural Builders Council of California (RBCC) 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 62, 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,
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 44, has been a Senior Vice President of WNC & ASSOCIATES,
INC. since 1992 and General Counsel since 1990, and served as Asset Management
Director from 1990 to 1992. 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 RBCC, 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 33, has been employed by WNC & ASSOCIATES, INC.
since 1988 and has been a Senior Vice President or Vice President since 1992.
Mr. Cooper heads the Acquisition Origination department at WNC and has been
President of and a registered principal with WNC CAPITAL CORPORATION, a member
firm of the NASD, 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 a
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 40, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief Financial Officer since 1990. 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 41, has been Vice President - Asset Management of WNC &
ASSOCIATES, INC. since 1994. 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 California Society of Certified Public
Accountants and the American Institute of Certified Public Accountants.
SY GARBAN, age 50, has 19 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 by MRW, Inc., Newport
Beach, California from 1980 to 1989, a real estate acquisition, development and
management firm. Mr. Garban is a member of the International Association of
Financial Planners. Mr. Garban graduated from Michigan State University in 1967
with a Bachelor of Science degree in Business Administration.
CARL FARRINGTON, age 50, has been associated with WNC & ASSOCIATES, INC. since
1993, currently serving 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.
MICHELE M. TAYLOR, age 41, 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 38, 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 59, 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.
Item 11. Executive Compensation
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) An annual asset management fee in an amount equal to 0.5% of invested assets
(the sum of the Partnership's Investment in Local Limited Partnership Interests
and the Partnership's allocable share of the amount of the mortgage loans on and
other debts related to, the Apartment Complexes owned by such Local Limited
Partnerships.). Fees of $111,691, $111,691, and $111,693 were incurred for 1996,
1995, and 1994 respectively.
(b) The General Partners were allocated federal and California Housing Tax
Credits for 1995 and 1994 as follows:
WNC & ASSOCIATES, INC.
1996 1995 1994
---- ---- ----
Federal $6,715 6,715 $6,715
California -- -- 1,305
-------- -------- --------
$6,715 $6,715 $8,020
====== ====== ======
WILFRED N. COOPER
1996 1995 1994
---- ---- ----
Federal $ 746 $ 746 $ 746
California -- -- 145
-------- --------- -------
$ 746 $ 746 $ 891
====== ====== ======
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 Limited Partnership Interests.
(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 CHTCF III.
(c) Changes in Control
The management and control of the General Partners may be changed at
any time in accordance with their respective 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 anytime
remove the General Partner of the Partnership and elect a successor General
Partner
Item 13. Certain Relationships and Related Transactions
WNC & Associates, Inc. All of the Partnership's affairs are managed by
the General Partner, through Associates. The transactions with the General
Partner 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:
Report of independent public accountants.
Balance sheet as of December 31, 1996 and 1995.
Statements of Operations for the years ended December 31, 1996, 1995, and 1994.
Statement of Partners' Equity for the years ended December 31, 1996, 1995, and
1994.
Statements of Cash Flows for the years ended December 31, 1996, 1995, and 1994.
Notes to Financial Statements.
Financial Statement Schedules:
N/A
Exhibits
(3): Articles of incorporation and by-laws: The registrant is not incorporated.
The Partnership Agreement is included as Exhibit B to the Prospectus, filed as
Exhibit 28.1 to Form 10 K for the year ended December 31, 1994.
Reports on Form 8-K
No reports of Form 8-K were filed during the fourth quarter ended December 31,
1996.
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 CALIFORNIA HOUSING TAX CREDITS, L.P.
By: WNC & Associates, Inc. General Partner of the
Registrant
By: /s/ John B. Lester, Jr.
__________________________________________________
John B. Lester, Jr. President and Chief Opertating Officer of WNC &
Associates, Inc.
Date: April 21, 1997
By: /s/ Theodore M. Paul
__________________________________________________
Theodore M. Paul Vice-President Finance and Chief Financial Officer of WNC &
Associates, Inc.
Date: April 21, 1997
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. Director and Chairman of the Board
WNC & Associates, Inc.
Date: April 21, 1997
By: /s/ John B. Lester, Jr.
__________________________________________________
John B. Lester, Jr. Director and Secretary of the Board
WNC & Associates, Inc.
Date: April 21, 1997