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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
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: 0-21494
WNC HOUSING TAX CREDIT FUND III, L.P.
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0463432
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
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
UNIT I.
Item 1. Business
Organization
WNC Housing Tax Credit Fund III, L.P. ("HTCF III" or the "Partnership") is a
California Limited Partnership formed under the laws of the State of California
on May 10, 1991. 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 low-income housing federal
income tax credits (the "Low Income Housing Credit").
The general partner of the Partnership is WNC Tax Credits Partners, L.P. ("TCP"
or the "General Partner"). The general partners of TCP are WNC & Associates,
Inc. ("Associates") and Wilfred N. Cooper, Sr. Wilfred N. Cooper, Sr., through
the Cooper Revocable Trust, owns just less than 70% of the outstanding stock of
Associates. John B. Lester, Jr. is the original limited partners of the
Partnership and owns, through the Lester Family Trust, just less than 30% of
Associates. The business of the Partnership is conducted primarily through
Associates as neither TCP nor the Partnership has employees of its own.
On January 2, 1992, the Partnership commenced a public offering of 15,000 Units
of Limited Partnership Interest ("Units"), at a price of $1,000 per Unit. As of
December 31, 1998, a total of 15,000 Units representing $15,000,000 had been
sold. Holders of Units are referred to herein as "Limited Partners."
Description of Business
The Partnership's principal business is to invest as a limited partner in Local
Limited Partnerships which will own and operate an apartment complex ("Apartment
Complex") which will qualify for the Low Income Housing Credit. In general,
under Section 42, an owner of a low-income housing project is entitled to
receive the Low Income Housing Credit in each year of a ten-year period (the
"Credit Period"). The Apartment Complex is subject to a fifteen-year compliance
period (the "Compliance Period").
In general, in order to avoid recapture of Tax 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 15 year
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
year in the future, and (iii) the inability of the Partnership to directly cause
the sale of Apartment Complexes by the general partner 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
Agreement will be able to be accomplished promptly at the end of the Compliance
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.
1
As of December 31, 1998, HTCF III had invested in 48 Local Limited
Partnerships. One Local Limited Partnership owns three Apartment Complexes and
each of the remaining Local Limited Partnerships own one 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 multifamily residential real
estate. Some of these risks are that neither the Partnership's investments nor
the Apartment Complexes owned by Local Limited Partnerships will be readily
marketable. Additionally, there can be no assurance that the Partnership will be
able to dispose of its interests in 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 will 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 Partners and the general partners of the Local Limited 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.
Each of the Local Limited Partnerships has received financial assistance from
the FmHA. The Partnership's ability to exercise the voting rights granted it
under the Local Limited Partnership Agreements and to transfer its Local Limited
Partnership Interests is subject to restrictions which would not be present if
assistance were received. In this regard, FmHA approval generally will be
required in connection with the removal of a Local General Partner, the sale of
an Apartment Complex or the sale of a Local Limited Partnership Interest. Any
such approval may be withheld upon the discretion of FmHA.
As of December 31, 1998, all of the Apartment Complexes were completed and in
operation. The Apartment Complexes owned by the Local Limited Partnerships in
which HTCF III has invested were developed by the general partners of the
respective Local Limited Partnerships ("Local General Partners") who acquired
the sites and applied for applicable mortgages and subsidies. HTCF III became
the principal limited partner in these Local Limited Partnerships pursuant to
arm's-length negotiations with the Local General Partners. As a limited partner,
HTCF III's liability for obligations of the Local Limited Partnership is limited
to its investment. The Local General Partner of the Local Limited Partnership
retains responsibility for developing, constructing, maintaining, operating and
managing the Apartment Complex.
2
The following is a schedule of the status as of December 31, 1998, of the
Apartment Complexes owned by Local Limited Partnerships in which HTCF III was a
limited partner as of December 31, 1998.
SCHEDULE OF PROJECTS OWNED BY LIMITED PARTNERSHIPS
IN WHICH HTCF III HAS AN INVESTMENT
AS OF DECEMBER 31, 1998
Total Units Percentage of
Name & Location Units Occupied Total Units
Beaumont Elderly Housing 30 30 100%
Beaumont, Mississippi
Brownfield Seniors Community 24 24 100%
Brownfield, Texas
Buffalo Apartments 24 24 100%
Buffalo, Texas
Cambridge Court Associates 39 39 100%
Grottoes, Virginia
Candleridge Apts. of Bondurant, L.P. 23 23 100%
Bondurant, Iowa
Candleridge Apts. of Waukee, L.P. 23 23 100%
Waukee, Iowa
Carlinville Associates 20 15 75%
Carlinville, Illinois
Cherokee Housing, Ltd. 19 19 100%
Cedar Bluff, Alabama
Chester Associates I 24 21 88%
Chester, Illinois
Clinton Terrace Apartments, Ltd. 24 22 92%
Albany, Kentucky
Coffeeville Housing, Ltd. 19 12 63%
Coffeeville, Alabama
Coosa Co. Housing, Ltd. 19 17 90%
Rockford, Alabama
Crockett Manor, Ltd. 40 39 98%
Crockett, Texas
Crockett Manor Snr. Citizens Cmplx, Ltd. 36 34 94%
Crockett, Texas
Delta Manor, L.P. 36 34 94%
Techula, Mississippi
Eupora Apartments, L.P. 36 36 100%
Eupora, Mississippi
Fairview Village Limited Partnership 20 20 100%
Carroll, Iowa
Fox Lake Manor, L.P. 12 9 75%
Fox Lake, Wisconsin
Ft. Deposit Housing, Ltd. 23 19 83%
Fort Deposit, Alabama
Gulf Coast Apartments, L.P. 60 58 98%
Gulfport, Mississippi
Gulf Coast Apts. of Long Beach 59 56 95%
Long Beach, Mississippi
HOI Limited Partnership of Benson 50 49 98%
Benson, North Carolina
HOI Limited Partnership of Dallas, 60 60 100%
Dallas, North Carolina
HOI Limited Partnership of Dunn, 34 33 97%
Dunn, North Carolina
HOI Limited Partnership of Kings Mtn. 46 45 98%
Kings Mountain, North Carolina
3
SCHEDULE OF PROJECTS OWNED BY LIMITED PARTNERSHIPS
IN WHICH HTCF III HAS AN INVESTMENT
AS OF DECEMBER 31, 1998
Total Units Percentage of
Name & Location Units Occupied Total Units
HOI Limited Partnership of Lee 78 73 93%
Sanford, North Carolina
HOI Limited Partnership of Sanford 50 50 100%
Sanford, North Carolina
HOI of Limited Partnership Selma 58 57 98%
Selma, North Carolina
Heritage Colonial Homes 20 20 100%
Blackshear, Georgia
Killbuck Limited Partnership 24 24 100%
Killbuck, Ohio
Lake Ridge Apts 44 44 100%
Tiptonville, Tennessee
Levelland Manor, L.P 36 35 97%
Levelland, Texas
Logan Park 50 50 100%
Caldwell, Idaho
Meadow Run Associates 43 43 100%
Gordonsville, Virginia
Oakdale Senior Housing L. P. 80 80 100%
Oakdale, California
Orange Beach 30 30 100%
Orange Beach, Alabama
Parks I Limited Partnership 39 39 100%
Roanoke, Virginia
Post Manor, L.P. 24 23 96%
Post, Texas
Red Bud Associates I 20 18 90%
Red Bud, Illinois
Steeleville Associates I 16 14 88%
Steeleville, Illinois
Tanglewood Limited Partnership 36 36 100%
Frankfurt, Ohio
Village Lane Properties 36 36 100%
Fort Smith, Arkansas
Whitted Forest 35 35 100%
Hillsborough, North Carolina
Wilcam 19 19 100%
Wilcox County, Alabama
Wills Point Manor, L.P. 24 23 96%
Wills Point, Texas
Windemere Associates Ltd. Partnership 38 38 100%
Lexington, Virginia
Woodland Apartments, L.P. 48 46 96%
Mt. Pleasant, Texas
Woodview Limited Partnership 12 12 100%
Chillicothe, Illinois
Woodview Limited Partnership 24 24 100%
Glasford, Illinois
----- ----- -----
1,684 1,630 97%
----- ----- -----
4
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.
UNIT 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 were 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 HTCF III's Agreement of Limited Partnership ("Partnership
Agreement") are satisfied.
(b) At December 31, 1998, there were 1,026 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 received $157,
$157 and $157 federal Low Income Housing Credits per Unit for the years 1998.
1997 and 1996, respectively.
Item 6. Selected Financial Data
OMITTED
Note to Reader. Some of the limited partnerships in which the
Partnership has investments have yet to provide final audited financial
statements and other information as required under the terms of the
respective partnership agreements. That information is critical to the
completion of the Partnership's required disclosures in this Annual
Report on Form 10K, including information on the underlying property
investments, the Partnership's financial statements and required
supplementary schedules. Every effort is being made to obtain this
information and the registrant will file an amended Form 10K as quickly
as possible.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
OMITTED
See the Note to Reader in Part II, Item 6.
5
Impact of Year 2000
Associates has assessed the Partnership's exposure to date sensitive computer
systems that may not be operative subsequent to 1999. As a result of this
assessment, Associates has executed a plan to minimize the Partnership's
exposure to financial loss and/or disruption of normal business operations that
may occur as a result of Year 2000 non-compliant computer systems.
Business Computer Systems
These systems include both computer hardware and software applications relating
to operations such as financial reporting. The Partnership does not maintain its
own systems and thus utilizes the computer systems of the General Partner.
Associates developed a compliance plan for each of its business computer
systems, with particular attention given to critical systems. Associates
contracted with an outside vendor to evaluate, test and repair such systems. The
assessment consisted of determining the compliance with Year 2000 of critical
computer hardware and software. Incidences of non-compliance were found with
respect to computer software applications and were corrected. The vendor found
no instances of non-compliance with respect to computer hardware.
The Local General Partners or property managers maintain the business computer
systems that relate to the operations of the Local Limited Partnerships.
Associates is in the process of obtaining completed questionnaires from such
Local General Partners and property management companies to assess their
respective Year 2000 readiness. Associates intends to identify those Local
General Partners and property management companies that have systems critical to
the operations of the Local Limited Partnerships that are not Year 2000
compliant. For those Local General Partners and property management companies
which have business computer systems which will not be Year 2000 compliant prior
to December 31, 1999 and where the lack of such compliance is determined to have
a potential material effect on the Partnership's financial condition and results
of operations, Associates intends to develop contingency plans which may include
changing property management companies.
Outside Vendors
Associates has obtained assurances from its suppliers of electrical power and
banking and telecommunication services that their critical systems are all Year
2000 compliant. There exists, however, inherent uncertainty that all systems of
outside vendors or other third parties on which the General Partner, and thus
the Partnership, and the Local General Partners and property management
companies, and thus the Local Limited Partnerships, rely will be Year 2000
compliant. Therefore, the Partnership remains susceptible to the consequences of
third party critical computer systems being non-compliant.
Personal Computers
Associates has determined that its personal computers and related software
critical to the operations of the Partnership are Year 2000 compliant.
6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NONE.
Item 8. Financial Statements and Supplementary Data
OMITTED
See the Note to Reader in Part II, Item 6.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
(a)(1) (i) On December 16, 1998, Corbin & Wertz, Irvine, California
was dismissed as the Partnership's principal independent accountant.
(ii) The reports of Corbin & Wertz respecting the financial
statements of the Partnership did not contain an adverse opinion or a
disclaimer of opinion, nor were any such reports qualified or modified
as to uncertainty, audit scope, or accounting principles, as of and
for the years ended December 31, 1997 and 1996.
(iii) The decision to change accountants was approved by the
board of directors of the General Partner.
(iv) During the last two fiscal years and subsequent interim
period of the Partnership there were no disagreements between Corbin &
Wertz and the Partnership on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure of the nature described in Item 304(a)(1)(iv) of Securities
and Exchange Commission Regulation S-K.
(v) During the last two fiscal years and subsequent interim
period of the Partnership there were no reportable events of the
nature described in Item 304(a)(1)(v) of Securities and Exchange
Commission Regulation S-K.
(a)(2) On February 3, 1999, BDO Seidman, LLP, Costa Mesa, California
was engaged as the Partnership's principal independent accountant.
During the last two fiscal years and subsequent interim period of the
Partnership, the Partnership did not consult BDO Seidman, LLP
regarding (i) either, the application of accounting principles to a
specified transaction; or the type of audit opinion that might be
rendered on the Partnership's financial statements, or (ii) any matter
that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or
was a reportable event (as defined in Item 304(a)(1)(v) of Securities
and Exchange Commission Regulation S-K).
7
UNIT III.
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 WNC & Associates, Inc. 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. The principal shareholders of WNC &
Associates, Inc. are Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and
a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and
a general partner in some of the programs previously sponsored by the Sponsor.
Mr. Cooper has been involved in real estate investment and acquisition
activities since 1968. Previously, during 1970 and 1971, he was founder and
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 where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.
John B. Lester, Jr., age 65, is President, a Director, Secretary and a
member of the Acquisition Committee of WNC & Associates, Inc., and a Director of
WNC Capital Corporation. Mr. Lester has 27 years of experience in engineering
and construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, 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 graduated from the University
of Southern California in 1956 with a Bachelor of Science degree in Mechanical
Engineering.
Wilfred N. Cooper, Jr., age 36, is Executive Vice President, a Director and
a member of the Acquisition Committee of WNC & Associates, Inc. He is President
of, and a registered principal with, WNC Capital Corporation, a member firm of
the NASD, and is a Director of WNC Management, Inc. He has been involved in
investment and acquisition activities with respect to real estate since he
joined the Sponsor in 1988. Prior to this, he served as Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report, a Director of NMHC and an Alternate
Director of NAHB. He graduated from The American University in 1985 with a
Bachelor of Arts degree.
David N. Shafer, age 46, is Senior Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
8
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 (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.
Michael L. Dickenson, age 42, is Vice President - Finance, Chief Financial
Officer and a member of the Acquisition Committee of WNC & Associates, Inc. and
Chief Financial Officer of WNC Management, Inc. He has been involved with
acquisition and investment activities with respect to real estate since 1985.
Prior to joining the Sponsor in March 1999, he was the Director of Financial
Reporting at TrizecHahn Centers Inc., a developer and operator of commercial
real estate, from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real
Estate Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of
Finance with Great Southwest Companies, a commercial and residential real estate
developer, from 1985 to 1988. Mr. Dickenson is a member of the Financial
Accounting Standards Committee for the National Association of Real Estate
Companies and the American Institute of Certified Public Accountants, and a
Director of HomeAid Southern California, a charitable organization affiliated
with the building industry. He graduated from Texas Tech University in 1978 with
a Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant.
Thomas J. Riha, age 44, is Vice President - Asset Management and a member
of the Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. 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 and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 53, is Vice President - National Sales of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment activities since 1978. Prior to joining
the Sponsor he served as Executive Vice President by MRW, Inc., 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.
N. Paul Buckland, age 36, is Vice President - Acquisitions of WNC &
Associates, Inc. He has been involved in real estate acquisitions and
investments since 1986 and has been employed with WNC & Associates, Inc. since
1994. Prior to that, he served on the development team of the Bixby Ranch which
constructed apartment units and Class A office space in California and
neighboring states, and 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.
9
David Turek, age 44, is Vice President - Originations of WNC & Associates,
Inc. He has been involved with real estate investment and finance activities
since 1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995
to 1996, Mr. Turek served as a consultant for a national Tax Credit sponsor
where he was responsible for on-site feasibility studies and due diligence
analyses of Tax Credit properties. From 1990 to 1995, he was involved in the
development of conventional and tax credit multi-family housing. He is a
Director with the Texas Council for Affordable Rural Housing and graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.
Kay L. Cooper, age 62, is a Director of WNC & Associates, Inc. Mrs. Cooper
was the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. 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 its affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership paid the General Partner
or its affiliates as of December 31, 1998 $2,250,000, consisting of commissions
and other fees and expenses of the Partnership's offering of Units of $1,125,000
and $1,125,000, respectively. Of the total paid to the General Partner or its
affiliates, all of the amount of $2,250,000 was paid (reallowed) to unaffiliated
persons participating in the Partnership's offering or rendering other services
in connection with the Partnership's offering.
(b) Acquisition fees in an amount equal to 9% of the gross proceeds of the
Partnership's offering ("Gross Proceeds"). Through December 31, 1998, the
aggregate amount of acquisition fees of $1,350,000 have been paid to the General
Partner or its affiliates.
(c) The Partnership reimbursed the General Partner or its affiliates as of
December 31, 1998 for acquisition expenses expended by such persons on behalf of
the Partnership in the amounts $67,423.
(d) 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 $299,473, $299,473 and 299,473 were incurred for 1998,
1997, and 1996, respectively. The Partnership paid the General Partner or its
affiliates $0, $125,000 and $125,000 of those fees in 1998, 1997 and 1996,
respectively.
10
(e) 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 Preferred Return on investment to the Limited Partners.
"Preferred Return" 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) 16% through December 31, 2002, and (ii) 6% for the balance of the
Partnerships term. No disposition fees have been paid.
(f) The General Partner was allocated Housing Tax Credits for 1998, 1997 and
1996 of $23,782, $23,782 and $23,743, respectively.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
No person is known to the General Partner to own beneficially in excess of 5% of
the outstanding Units.
Security Ownership of 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, its affiliates nor any of the officers or
directors of Associates or its affiliates own directly or beneficially any
limited partnership interests in the Partnership.
(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,
11
(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
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.
UNIT IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
OMITTED.
See the Note to Reader in Part II, Item 6.
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.
(10) Material contracts:
10.1 Second Amended and Restated Agreement and Certificate of Limited
Partnership of Tanglewood Limited Partnership (7) filed as exhibit 10.11 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby incorporated
herein by reference as exhibit 10.1.
10.2 Amended and Restated Agreement of Limited Partnership of Windemere
Associates Limited Partnership filed as exhibit 10.12 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.2.
10.3 Amended and Restated Agreement of Limited Partnership of Woodland
Apartments, L.P. filed as exhibit 10.13 to Post-Effective Amendment No. 9 dated
March 31, 1993 is hereby incorporated herein by reference as exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Meadow Run
Associates Limited Partnership filed as exhibit 10.14 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.4.
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10.5 Amended and Restated Agreement of Limited Partnership of Candleridge
Apartments of Bondurant L.P. filed as exhibit 10.15 to Post-Effective Amendment
No. 9 dated March 31, 1993 is hereby incorporated herein by reference as exhibit
10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Candleridge
Apartments of Waukee L.P. filed as exhibit 10.16 to Post-Effective Amendment No.
9 dated March 31, 1993 is hereby incorporated herein by reference as exhibit
10.6.
10.7 Amended and Restated Agreement and Certification of Limited Partnership of
Fairview Village V, Limited Partnership filed as exhibit 10.17 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.7.
10.8 Woodview Limited Partnership Amended and Restated Limited Partnership
Agreement filed as exhibit 10.18 to Post-Effective Amendment No. 9 dated March
31, 1993 is hereby incorporated herein by reference as exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Coffeeville
Housing, Ltd. filed as exhibit 10.19 to Post-Effective Amendment No. 9 dated
March 31, 1993 is hereby incorporated herein by reference as exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of Crockett Manor
Senior Citizens Complex, Ltd. filed as exhibit 10.20 to Post-Effective Amendment
No. 9 dated March 31, 1993 is hereby incorporated herein by reference as exhibit
10.10.
10.11 Amended and Restated Agreement and Certificate of Limited Partnership of
Delta Manor, L.P. filed as exhibit 10.21 to Post-Effective Amendment No. 9 dated
March 31, 1993 is hereby incorporated herein by reference as exhibit 10.11.
10.12 Amended and Restated Agreement and Certificate of Limited Partnership of
Eupora Apartments, L.P. filed as exhibit 10.22 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as exhibit
10.12.
10.13 Amended and Restated Agreement of Limited Partnership of Levelland Manor,
L.P. filed as exhibit 10.23 to Post-Effective Amendment No. 9 dated March 31,
1993 is hereby incorporated herein by reference as exhibit 10.13.
10.14 Third Amendment to the Partnership Agreement of Parks I Limited
Partnership filed as exhibit 10.24 to Post-Effective Amendment No. 9 dated March
31, 1993 is hereby incorporated herein by reference as exhibit 10.14.
10.15 Second Amendment Village Lane Properties Certificate and Agreement of
Limited Partnership filed as exhibit 10.25 to Post-Effective Amendment No. 9
dated March 31, 1993 is hereby incorporated herein by reference as exhibit
10.15.
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10.16 Amended and Restated Agreement of Limited Partnership of Gulf Coast
Apartments, L.P. filed as exhibit 10.1 to Form 8-K/A Current Report Amendment
No. 1 dated June 23, 1993 is hereby incorporated herein by reference as exhibit
10.16.
10.17 Amended and Restated Agreement of Limited Partnership of Gulf Coast
Apartments of Long Beach, L.P. filed as exhibit 10.2 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by
reference as exhibit 10.17.
10.18 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Benson filed as exhibit 10.3 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by reference
as exhibit 10.18.
10.19 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Dallas filed as exhibit 10.4 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by reference
as exhibit 10.19.
10.20 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Dunn filed as exhibit 10.5 to Form 8-K/A Current Report Amendment
No. 1 dated June 23, 1993 is hereby incorporated herein by reference as exhibit
10.20.
10.21 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Kings Mountain filed as exhibit 10.6 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by reference
as exhibit 10.21.
10.22 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Lee filed as exhibit 10.7 to Form 8-K/A Current Report Amendment
No. 1 dated June 23, 1993 is hereby incorporated herein by reference as exhibit
10.22.
10.23 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Sanford filed as exhibit 10.8 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by reference
as exhibit 10.23.
10.24 Amended and Restated Agreement of Limited Partnership of HOI Limited
Partnership of Selma filed as exhibit 10.9 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein by reference
as exhibit 10.24.
10.25 Amended and Restated Agreement of Limited Partnership of Logan Park
Associates Limited Partnership filed as exhibit 10.10 to Form 8-K/A Current
Report Amendment 10.25.
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10.26 Agreement of Limited Partnership of Oakdale Senior Housing Limited
Partnership filed as exhibit 10.11 to Form 8-K/A Current Report Amendment No. 1
dated June 23, 1993 is hereby incorporated herein by reference as exhibit 10.26.
10.27 Amended and Restated Agreement of Limited Partnership of Clinton Terrace
Apartments, Ltd. filed as exhibit 10.12 to Form 8-K/A Current Report Amendment
No. 2 dated June 23, 1993 is hereby incorporated herein by reference as exhibit
10.27.
10.28 Amended and Restated Agreement and Certification of Limited Partnership of
Wilcam Housing, Ltd. filed as exhibit 10.38 to Post-Effective Amendment No. 13
dated October 22, 1993 is hereby incorporated herein by reference as exhibit
10.28.
10.29 Amended and Restated Agreement and Certificate of Limited Partnership of
Cherokee Housing, Ltd. filed as exhibit 10.39 to Post-Effective Amendment No. 13
dated October 22, 1993 is hereby incorporated herein by reference as exhibit
10.29.
10.30 Amended and Restated Agreement of Limited Partnership of Beaumont Elderly
Housing, L.P. filed as exhibit 10.1 to Form 8-K dated January 4, 1994 is hereby
incorporated herein by reference as exhibit 10.30.
10.31 Amended and Restated Agreement of Limited Partnership of Lake Ridge
Apartments, Ltd. filed as exhibit 10.2 to Form 8-K dated January 4, 1994 is
hereby incorporated herein by reference as exhibit 10.31.
10.32 Amended and Restated Agreement of Limited Partnership of Orange Beach
Housing, Ltd. filed as exhibit 10. 3 to Form 8-K dated January 4, 1994 is hereby
incorporated herein by reference as exhibit 10.32.
Reports on Form 8-K
Form 8K Current Report was filed December 22, 1998
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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 III, L.P.
By: WNC Tax Credit Partners, L.P.
General Partner of the Registrant
By: WNC & Associates, Inc.
General Partner of WNC California Tax Credit Partners III, L.P.
By: /s/ John B. Lester, Jr.
- -----------------------------------------------------
John B. Lester, Jr.
President of WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ Michael L. Dickenson
- -----------------------------------------------------
Michael L. Dickenson
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: April 14, 1999
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 14, 1999
By: /s/ John B. Lester, Jr.
- -----------------------------------------------------
John B. Lester, Jr.
Director and Secretary of the Board WNC & Associates, Inc.
Date: April 14, 1999
By: /s/ David N. Shafer
- -----------------------------------------------------
David N. Shafer
Director of WNC & Associates, Inc.
Date: April 14, 1999
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