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"). The general partners of TCP are WNC & Associates, Inc. ("Associates") and Wilfred N. Cooper, Sr. 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 ("Offering") of 15,000 Units of Limited Partnership Interests ("Units"), at a price of $1,000 per Units. The Partnership closed its Offering September 30, 1993 with a total of 15,000 Units representing $15,000,000 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 15-year compliance period (the "Compliance Period").
In general, in order to avoid recapture of Low Income Housing Credit, the Partnership does not expect that it will dispose of its interests in Local Limited Partnerships ("Local Limited Partnership Interests") or approve the sale by a Local Limited Partnership of any Apartment Complex prior to the end of the applicable Compliance Period. Because of (i) the nature of the Apartment Complexes, (ii) the difficulty of predicting the resale market for low-income housing 15 or more years in the future, and (iii) the inability of the Partnership to directly cause the sale of Apartment Complexes by Local General Partners, but generally only to require such Local General Partners to use their respective best efforts to find a purchaser for the Apartment Complexes, it is not possible at this time to predict whether the liquidation of substantially all of the Partnership's assets and the disposition of the proceeds, if any, in accordance with the Partnership's Agreement of Limited Partnership ("Partnership Agreement") will be able to be accomplished promptly at the end of the 15-year period. If a Local Limited Partnership is unable to sell an Apartment Complex, it is anticipated that the Local General Partner will either continue to operate such Apartment Complex or take such other actions as the Local General Partner believes to be in the best interest of the Local Limited Partnership. In addition, circumstances beyond the control of the General Partner may occur during the Compliance Period which would require the Partnership to approve the disposition of an Apartment Complex prior to the end thereof.
As of December 31, 1996, 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 eligible for the Low Income Housing Credit. All of the Local Limited Partnerships also benefit from government programs promoting low- or moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the risks incident to the management and ownership of low-income housing and to the management and ownership of multifamily residential real estate. Some of these risks are that the Low Income Housing Credit could be recaptured and that neither the Partnership's investments nor the Apartment Complexes owned by the Local Limited Partnerships will be readily marketable. Additionally, there can be no assurance that the Partnership will be able to dispose of its interest in the Local Limited Partnerships at the end of the Compliance Period. The value of the Partnership's investments will be subject to changes in national and local economic conditions, including unemployment conditions, which could adversely impact vacancy levels, rental payment defaults and operating expenses. This, in turn, could substantially increase the risk of operating losses for the Apartment Complexes and the Partnership. The Apartment Complexes 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 Local General Partners, there can be no assurance that Partnership operations will be profitable or that the anticipated Low Income Housing Credits will be available to Limited Partners.
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, 1996, 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 respective 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 Partners of the Local Limited Partnership retain responsibility for maintaining, operating and managing the Apartment Complex.
The following is a schedule of the status, as of December 31, 1996, of the Apartment Complexes owned by Local Limited Partnerships in which HTCF III was a limited partner as of December 31, 1996.
Item 2.

Item 2. Properties
Through its investment in Local Limited Partnerships HTCF III holds interests in Apartment Complexes. See Item 1 for information pertaining to these Apartment Complexes.
Item 3.

Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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 Partnership Agreement are satisfied.
At December 31, 1996, there were 1,012 Limited Partners in HTCF III. The Partnership was not designed to provide cash distributions to Limited Partners in circumstances other than refinancing of Apartment Complexes or disposition of its Local Partnership Interests. The Limited Partners received Low Income Housing Credits per Unit as follows:
1996 1995 1994 ---- ---- ---- $157 $152 $119 ==== ==== ====
Item 6.

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 $71,300 for the period ended December 31, 1996. This decrease in cash consisted of cash provided by investing activities of approximately $2,600 and cash used by operations for the Partnership of approximately $73,900. Cash provided from investing activities consisted of distributions from Local Limited Partnerships of approximately $25,600 cash used in investing activities consisted primarily of capital contributions to Local Limited Partnerships. Cash provided by operating activities consisted of interest income. Cash used consisted primarily of payments for operating fees and expenses. The major components of all these activities are discussed in greater detail below.
Overall, as reflected in its Statement of Cash Flows, the Partnership had a net decrease in cash and cash equivalents of approximately $590,700. for the period ended December 31, 1995. This decrease in cash consisted of cash used by investing activities and operations for the Partnership of approximately $574,500 and $16,200, respectively. Cash provided from investing activities consisted of distributions from Local Limited Partnerships and collections on loans receivable of approximately $14,300 and $167,000, respectively, cash used in investing activities consisted primarily of capital contributions to Local Limited Partnerships and payment of acquisitions costs and fees of approximately $755,500 and $300, respectively. Cash provided by operating activities consisted of interest income. Cash used consisted primarily of payments for operating fees and expenses. The major components of all these activities are discussed in greater detail below.
The Partnership was indebted to an affiliate of the General Partner in the amount of approximately $750,500 and $516,300 at December 31, 1996 and 1995, respectively. The component items of such indebtedness are as follows: accrued management fees of approximately $748,300 and $513,800 and advances for operating expenses of approximately $2,200 and $2,500 for 1996 and 1995, respectively.
Since inception, the Partnership has received $15,000,000 in cash from the sale of Units. Substantially all of the $15,000,000 has been committed to the purchase price and acquisition fees and costs of investments in Local Limited Partnerships, reserves and expenses of the offering. Although not presently the case, the Partnership previously had identified its investments in advance of receipt of sufficient cash capital to fund the investments. As of March 31, 1997 and December 31, 1996, the Partnership had made capital contributions to Limited Partnerships in the amount of approximately $10,857,600 and had commitments for additional capital contributions of approximately $50,800.
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, if ever.
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 Limited Partnerships and the Partnership. These problems may result from a number of factors, many of which cannot be controlled by the General Partner. Nevertheless, the General Partner anticipates that capital raised from the sale of the Units is sufficient to fund the Partnership's operations.
Upon completion of its public offering (in 1993), the Partnership established working capital reserves of approximately 3.0% of the Limited Partners' capital contributions. This amount 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. Liquidity would, however, be adversely affected by unanticipated or greater than anticipated operating costs. 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 Partner 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 Limited Partnerships. Accordingly, if circumstances arise that cause the Local Limited 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, as 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.
The Partnership's capital needs and resources were expected to undergo major changes at least through 1994 as a result of the completion of its offering of Units and its acquisition of investments. Thereafter, the Partnership's capital needs and resources are expected to be relatively stable over the holding periods of the investments.
Results of Operations
As of December 31, 1996, the Partnership had acquired in 48 Local Limited Partnership Interests. Each of the 50 Apartment Complexes owned by the 48 Local Limited Partnerships receives or is expected to receive Government Assistance and each of them has received a reservation for Low Income Housing Credits. As of December 31, 1996 all 50 of the Apartment Complexes had commenced operations.
As reflected on its Statements of Operations, the Partnership had losses of approximately, $1,831,800, $1,616,300, and $1,594,800 for the years ended December 31, 1996, 1995, and 1994, respectively. The component items of revenue and expense are discussed below.
Revenue. Partnership revenues consist of recovery of bad debt write off (1995 only), reporting fees from Local Limited Partnerships(1994) and interest earned on cash deposits held in financial institutions (i) as Reserves, or (ii) pending investment in Local Limited Partnerships. 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 fee 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 Limited Partnerships plus the Partnership's share of the debts related to the Apartment Complexes owned by such Limited Partnerships). The annual management fee incurred was $299,500, $293,500, and $241,000 for the years ended December 31, 1996, 1995, and 1994, respectively. Bad debts of approximately $70,500, $0, $46,000 were written off in 1996, 1995 and 1994, respectively.
Amortization expense consists of the amortization over a period of 30 years of the Acquisition Fee and other expenses attributable to the acquisition of Local Limited Partnership investments.
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 Limited Partnerships. The Partnership's equity in losses from Limited Partnerships is equal to approximately 99% of the aggregate net loss of the 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 expected to exceed cash operating expenses, depreciation and amortization deductions claimed by the Limited Partnerships are expected to exceed net rental income.
Item 8.

Item 8. Financial Statements and Supplementary Data
WNC HOUSING TAX CREDIT FUND III, L.P. (A California Limited Partnership)
FINANCIAL STATEMENTS
For The Years Ended December 31, 1996, 1995 and 1994
with
INDEPENDENT AUDITORS' REPORT THEREON
INDEPENDENT AUDITORS' REPORT
To the Partners WNC Housing Tax Credit Fund III, L.P.
We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund III, L.P. (a California Limited Partnership) (the "Partnership") as of December 31, 1996 and 1995, and the related statements of operations, partners' equity 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 Housing Tax Credit Fund III, 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 94% of the total assets of WNC Housing Tax Credit Fund III, L.P. at December 31, 1996 and 1995. Substantially all of 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 audit 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 other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund III, L.P. (a California Limited Partnership) as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years ended December 31, 1996, 1995 and 1994, in conformity with generally accepted accounting principles.
/s/ Corbin & Wertz ___________________ CORBIN & WERTZ
Irvine, California April 21, 1997
WNC HOUSING TAX CREDIT FUND III, L.P. (A California Limited Partnership)
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS 1996 1995 ---------- ----------
Cash and cash equivalents $ 448,311 $ 519,652
Investments in limited partnerships (Note 2) 7,221,643 8,840,410
Other assets (Note 3) 531 17,004 ---------- ----------
$7,670,485 $9,377,066 ========== ==========
LIABILITIES AND PARTNERS' EQUITY
Liabilities: Due to limited partnerships (Note 5) $ 50,818 $ 159,730 Accrued fees and expenses due to general partner and affiliates (Note 4) 750,497 516,327 ---------- ----------
Total liabilities 801,315 676,057 ---------- ----------
Partners' equity: General partner 28,170 46,488 Limited partners (15,000 units authorized; 15,000 units issued and outstanding at December 31, 1996 and 1995) 6,841,000 8,654,521 ---------- ----------
Total partners' equity 6,869,170 8,701,009 ---------- ----------
$7,670,485 $9,377,066 ========== ==========
See accompanying notes to financial statements FS-2
WNC HOUSING TAX CREDIT FUND III, L.P. (A California Limited Partnership)
STATEMENTS OF OPERATIONS
For The Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994 ---------- ---------- ----------
Income: Interest income $ 16,756 $ 27,741 $ 77,448 Other (Note 3) -- 30,000 10,073 ---------- ---------- ---------- Total income 16,756 57,741 87,521 ---------- ---------- ---------- Operating expenses: Amortization (Note 4) 47,176 47,176 45,724 Partnership management fees (Note 4) 299,473 293,476 241,017 Bad debts (Note 2) 70,455 -- 16,000 Loans receivable write-off (Note 3) -- -- 30,000 Office 24,853 20,934 26,117 ---------- ---------- ---------- Total operating expenses 441,957 361,586 358,858 ---------- ---------- ---------- Loss from operations (425,201) (303,845) (271,337)
Equity in losses of limited partnerships (Note 2) (1,406,638) (1,312,450) (1,323,487) ---------- ---------- ---------- Net loss $(1,831,839) $(1,616,295) $(1,594,824) ========== ========== ========== Net loss allocable to: General partner $ (18,318) $ (16,163) $ (15,948) ========== ========== ========== Limited partners $(1,813,521) $(1,600,132) $(1,578,876) ========== ========== ========== Net loss per weighted limited partner units $ (120.90) $ (106.68) $ (105.26) ========== ========== ========== Outstanding weighted limited partner units 15,000 15,000 15,000 ========== ========== ==========
See accompanying notes to financial statements FS-3
WNC HOUSING TAX CREDIT FUND III, L.P. (A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
For The Years Ended December 31, 1996, 1995 and 1994
General Limited Partner Partners Total ------- -------- -----
Equity, January 1, 1994 $ 78,599 $ 11,833,529 $ 11,912,128
Net loss (15,948) (1,578,876) (1,594,824) ---------- ---------- ----------
Equity, December 31, 1994 62,651 10,254,653 10,317,304
Net loss (16,163) (1,600,132) (1,616,295) ---------- ---------- ----------
Equity, December 31, 1995 46,488 8,654,521 8,701,009
Net loss (18,318) (1,813,521) (1,831,839) ---------- ---------- ----------
Equity, December 31, 1996 $ 28,170 $ 6,841,000 $ 6,869,170 ========== ========== ==========
See accompanying notes to financial statements FS-4
WNC HOUSING TAX CREDIT FUND III, 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 $(1,831,839) $(1,616,295) $(1,594,824) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 47,176 47,176 45,724 Bad Debts 70,455 -- -- Equity in losses of limited partnerships 1,406,638 1,312,450 1,323,487 (Recapture) write-off of loan receivable (Note 3) -- (30,000) 30,000 Change in other assets (531) (16,784) (220) Change in accrued fees and expenses due to general partner and affiliates 234,170 287,283 157,609 ---------- ---------- ----------
Net cash used in operating activities ( 73,931) (16,170) (38,224) ---------- ---------- ----------
Cash flows from investing activities: Investments in limited partnerships, net (20,939) (755,513) (3,397,145) Capitalized acquisition costs and fees (2,100) (300) (218,210) Distribution from limited partnership 25,629 14,286 -- Decrease in loans receivable, including recapture of written- off loan receivable -- 167,000 298,636 ---------- ---------- ----------
Net cash provided by (used in) investing activities 2,590 (574,527) (3,316,719) ---------- ---------- ----------
Cash flows from financing activities - Collection of subscriptions and investor costs -- -- 702,892 ---------- ---------- ----------
Net change in cash and cash equivalents (71,341) (590,697) (2,652,051)
Cash and cash equivalents, beginning of year 519,652 1,110,349 3,762,400 ---------- ---------- ----------
Cash and cash equivalents, end of year $ 448,311 $ 519,652 $ 1,110,349 ========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ -- $ -- $ -- ========== ========== ======= Taxes paid $ 800 $ 800 $ 800 ========== ========== ==========
See accompanying notes to financial statements FS-5
WNC HOUSING TAX CREDIT FUND III, L.P. (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------------------------
Organization - ------------ WNC Housing Tax Credit Fund III, L.P. (A California Limited Partnership) (the "Partnership") was formed on May 10, 1991 under the laws of the State of California. The Partnership was formed to invest primarily in other limited partnerships which own and operate multifamily housing complexes that are eligible for low income housing tax credits.
The general partner is WNC Tax Credit Partners, L.P. (the "General Partner"), a California limited partnership. WNC & Associates, Inc. and Wilfred N. Cooper are the general partners of the General Partner. The Cooper Revocable Trust is the principal shareholder of the outstanding stock of WNC & Associates, Inc. John B. Lester is the original limited partner of the Partnership and owns 30% of the outstanding stock of WNC & Associates, Inc.
The Partnership shall continue in full force and effect until December 31, 2050 unless terminated prior to that date pursuant to the partnership agreement or law.
The partnership agreement authorized the sale of up to 15,000 units of Limited Partnership Interests at $1,000 per Unit ("Units"). The offering of Units concluded on September 30, 1993 at which time 15,000 Units, representing subscriptions in the amount of $15,000,000, 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 5), 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.
Method of Accounting For Investments 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 (see 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.
Continued
FS-6
WNC HOUSING TAX CREDIT FUND III, L.P. (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued - --------------------------------------------------------------
Concentration of Credit Risk - ---------------------------- At times, the Partnership has maintained cash balances at certain financial institutions in excess of amounts insured by Federal agencies.
Offering Expenses - ----------------- Offering expenses consist of underwriting commissions, legal fees, printing, filing and recordation fees, and other costs incurred with selling Units. 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 are reflected as a reduction of limited partners' capital and amounted to $2,250,000 as of December 31, 1996 and 1995.
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 Weighted Limited Partner Units - ------------------------------------------- Net loss per weighted limited partner units are computed by dividing the limited partners' share of net loss by the weighted number of limited partner units outstanding during the year.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS - -------------------------------------------- As of December 31, 1996 and 1995, the Partnership has acquired limited partnership interests in 48 limited partnerships which own and operate apartment complexes consisting of 1,684 apartment units. The general partners of the limited partnerships manage the day-to-day operations of the limited partnerships. Significant 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 investments in limited partnerships as shown in the accompanying balance sheets at December 31, 1996 and 1995, are approximately $1,298,000 and $1,451,000, respectively, greater than the Partnership's equity as shown in the limited partnerships' combined financial statements. This difference is due primarily to acquisition costs related to the acquisition of the limited partnerships which were capitalized in the Partnership's investment account and capital contributions accrued but not paid (see Note 5). The capitalized acquisition costs are being amortized over 30 years.
Continued
FS-7
WNC HOUSING TAX CREDIT FUND III, 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 - -------------------------------------------------------
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 $ 8,840,410 $ 9,933,747 Capital contributions to limited partnerships -- 280,275 Capitalized acquisition costs and acquisition fees 2,100 300 Equity in losses of limited partnerships (1,406,638) (1,312,450) Distributions from limited partnerships (25,629) (14,286) Tax credit adjustments (141,424) -- Amortization of capitalized acquisition costs (47,176) (47,176) ---------- ----------
Investments per balance sheet, end of year $ 7,221,643 $ 8,840,410 ========== ==========
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
Assets 1996 1995 - ------ ---------- ----------
Buildings and improvements, net of accumulated depreciation for 1996 and 1995 of $6,997,000 and $5,004,000, respectively $53,383,000 $55,296,000 Land 4,067,000 4,074,000 Due from related parties 21,000 78,000 Other assets 3,667,000 3,316,000 ---------- ----------
Total assets $61,138,000 $62,764,000 ========== ==========
Liabilities - -----------
Mortgage and construction loans payable $50,118,000 $50,246,000 Other liabilities 3,305,000 3,331,000 ---------- ----------
Total liabilities 53,423,000 53,577,000 ---------- ----------
Partners' Capital
WNC Housing Tax Credit Fund III, L.P. 5,924,000 7,389,000 Other partners 1,791,000 1,798,000 ---------- ----------
Total partners' capital 7,715,000 9,187,000 ---------- ----------
Total liabilities and partners' capital $61,138,000 $62,764,000 ========== ==========
Continued
FS-8
WNC HOUSING TAX CREDIT FUND III, 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 STATEMENTS OF OPERATIONS
1996 1995 1994 ---------- ---------- ----------
Total revenues $ 6,270,000 $ 5,878,000 $ 4,900,000
Expenses: Operating expenses 3,778,000 3,374,000 2,874,000 Interest expense 1,922,000 1,877,000 1,674,000 Depreciation and amortization 1,993,000 1,954,000 1,700,000 ---------- ---------- ----------
Total expenses 7,693,000 7,205,000 6,248,000 ---------- ---------- ----------
Net loss $(1,423,000) $(1,327,000) $(1,348,000) ========== ========== ========== Net loss allocable to the Partnership $(1,407,000) $(1,312,000) $(1,323,000) ========== ========== ==========
In connection with tax credit adjustments, as defined in the partnership agreements, the Company had amounts due from certain limited partnerships. As of December 31, 1996 and 1994, such amounts were deemed by management to be uncollectible. Accordingly, amounts were charged to operations totaling $70,455 and $16,000 for the years ended December 31, 1996 and 1994, respectively.
Certain limited partnerships have incurred operating losses and have 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 the 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.
NOTE 3 - LOANS RECEIVABLE - ------------------------- Loans receivable represented amounts loaned by the Partnership to certain limited partnerships in which the Partnership may invest. These loans were applied against the first capital contribution upon the Partnership acquiring the limited partnership interest. Loans with a balance of $30,000 at December 31, 1993 were written-off during 1994. In connection with the acquisition of this limited partnership interest by an affiliated partnership, during 1995 the Partnership was reimbursed the $30,000, from such affiliated partnership.
NOTE 4 - 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 not to exceed 9% of the gross proceeds from the sale of partnership units as compensation to the General Partner for services rendered to the Partnership in connection with the acquisition of limited partnership. As of December 31, 1996 and 1995, acquisition fees of $1,350,000 had been incurred. Accumulated amortization amounted to $160,133 and $115,137 as of December 31, 1996 and 1995, respectively.
Continued
FS-9
WNC HOUSING TAX CREDIT FUND III, L.P. (A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Years Ended December 31, 1996, 1995 and 1994
NOTE 4 - RELATED PARTY TRANSACTIONS, continued - ---------------------------------------------- Reimbursement of costs incurred by an affiliate of the General Partner in connection with the acquisition of limited partnerships. These reimbursements have not exceeded 1.6% of the gross proceeds. As of December 31, 1996, the Partnership has incurred aggregate acquisition costs of $67,424 which have been included in limited partnership investment. Accumulated amortization amounted to $7,815 and $5,635 as of December 31, 1996 and 1995.
An annual asset management fee equal to 0.5% of the invested assets of the limited partnerships, including the Partnership's allocable share of the mortgages. Asset management fees of $299,473, $293,476 and $241,017 were incurred for 1996, 1995 and 1994, respectively. Asset management fees of $65,000, $57,000 and $25,065 were paid during 1996, 1995 and 1994, respectively.
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 specified services.
Accrued fees and expenses due to general partner and affiliates are summarized as of December 31 as follows:
1996 1995 ---------- ----------
Advances from general partner $ 2,239 $ 2,541 Accrued asset management fees 748,258 513,786 ---------- ----------
Total $ 750,497 $ 516,327 ========== ==========
NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS - ----------------------------------------- Due to limited partnerships at December 31, 1996 and 1995 represents amounts which are due at various times based on conditions specified in the respective limited partnership agreements. These contributions are payable in installments, are generally due upon the limited partnerships achieving certain development and operating benchmarks, and are generally expected to be paid within two years of the Partnership's initial investment.
NOTE 6 - 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.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 10.

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.
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.

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 $299,473 were incurred for 1996.
(b) 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 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.
(c) In 1996 the General Partner was allocated federal Low Income Housing Credits of $23,743.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
No person is known to own beneficially in excess of 5% of the outstanding Units.
(b) Security Ownership of Management
Neither the General Partner, Associates nor any of the officers or directors of Associates own directly or beneficially any Units in HTCF 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.

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.
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements: Report of independent public accountants.
Balance sheets 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.
(10) Material contracts:
10.1 Third Amended and Restated Agreement and Certificate of Limited Partnership of Cambridge Court Limited Partnership filed as exhibit 10.3 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.1.
10.2 Amended and Restated Agreement and Certification of Limited Partnership of Chester Associates I, A Limited Partnership filed as exhibit 10.4 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.2.
10.3 Amended and Restated Agreement and Certification of Limited Partnership of Red Bud I, A Limited Partnership filed as exhibit 10.5 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Post Manor, L.P. filed as exhibit 10.6 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.4.
10.5 Amended and Restated Agreement and Certification of Limited Partnership of Steelville Associates I, A Limited Partnership filed as exhibit 10.7 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Wills Point Manor, L.P. filed as exhibit 10.8 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.6.
10.7 Amended and Restated Agreement and Certificate of Limited Partnership of Killbuck Limited Partnership filed as exhibit 10.9 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Coosa Co. Housing, Ltd. filed as exhibit 10.10 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Ft. Deposit Housing, Ltd. filed as exhibit 10.11 to Form 10-K dated December 31, 1992 is hereby incorporated herein by reference as exhibit 10.9.
10.10 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 10.10.
10.11 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 10.11.
10.12 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 10.12.
10.13 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 10.13.
10.14 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 10.14.
10.15 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 10.15.
10.16 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 10.16.
10.17 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 10.17.
10.18 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 10.18.
10.19 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 10.19.
10.20 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 10.20.
10.21 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 10.21.
10.22 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 10.22.
10.23 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 10.23.
10.24 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 10.24.
10.25 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 10.25.
10.26 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 10.26.
10.27 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 10.27.
10.28 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 10.28.
10.29 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 10.29.
10.30 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 10.30.
10.31 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 10.31.
10.32 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 10.32.
10.33 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 10.33.
10.34 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 10.34.
10.35 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 10.35.
10.36 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 10.36.
10.37 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 10.37.
10.38 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 10.38.
10.39 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 10.39.
10.40 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 10.40.
10.41 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 10.41.
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 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 and Chief Opertating Officer of WNC & Associates, Inc.
Date: May 6, 1997
By: /s/ Theodore M. Paul ----------------------------------------------------- Theodore M. Paul Vice-President Finance and Chief Financial Officer of WNC & Associates, Inc.
Date: May 6, 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: May 6, 1997
By: /s/ John B. Lester, Jr ----------------------------------------------------- John B. Lester, Jr. Director and Secretary of the Board WNC & Associates, Inc.
Date: May 6, 1997


ITEM 1 - BUSINESS
May Drilling Partnership 1983-1 (the "Drilling or General Partnership") and May Limited Partnership 1983-1 (the "Limited Partnership") were organized by May Petroleum Inc. ("May") to explore for and develop oil and gas reserves primarily in Texas, Oklahoma and Louisiana. Funds received from the sale and production of oil and gas reserves are used to pay the obligations of the Limited Partnership. Funds not required by the Limited Partnership as working capital are distributed to the participants in the Drilling Partnership and the general partner.
The general partner of the Limited Partnership is EDP Operating, Ltd., which is one of the operating partnerships for Hallwood Energy Partners, L. P. ("HEP"). The Drilling Partnership is the sole limited partner of the Limited Partnership. The Limited Partnership does not have any subsidiaries, nor does it engage in any other kind of business. The Limited Partnership has no employees and is operated by Hallwood Petroleum, Inc. ("HPI"), a subsidiary of HEP. In February 1997, HPI employed 127 full-time employees.
Pursuant to the terms of the general partnership agreement and the limited partnership agreement, HEP is obligated, from time to time, to contribute certain amounts, in property, cash or unreimbursed services, to the Limited Partnership. As of December 31, 1996, all such required contributions had been made.
Participation in Expenses and Revenues
The principal expenses and revenues of the Limited Partnership are shared by the general partner and the Drilling Partnership as set forth in the following table. The charges and credits to participants in the Drilling Partnership are shared among the participants in proportion to their ownership of units of participation.
Drilling General Partnership Partner
Abandonment expenses (1) 99% 1% Noncapital expenses 99% 1% Direct expenses 99% 1% Lease acquisition expenses 100% Capital expenses 100% Oil and gas revenues (2) (2) Operating expenses (2) (2) Special projects (2) (2) General and administrative overhead (2) (2)
(1) Includes expenses that would otherwise be allocated as lease acquisition expenses and/or capital expenses but that relate to abandoned properties.
(2) Such items were shared 70% by the Drilling Partnership and 30% by the general partner until December 31, 1984. As of December 31, 1984, and as of December 31 of each year thereafter, the sharing of such items is adjusted so the general partner's allocation equals the percentage that the amount of Limited Partnership expenses allocated to the general partner bears to the aggregate amount of Limited Partnership expenses allocated to the general partner and the Drilling Partnership, plus 15 percentage points, but in no event will the general partner's allocation exceed 50%. The sharing ratio for each of the last three years was:
1996 1995 1994 ------ ------ -----
Limited Partner 57.7% 57.9% 58.1% General Partner 42.3% 42.1% 41.9%
In 1997, the sharing ratio will be 57.6% to the limited partner and 42.4% to the general partner.
To the extent that the characterization of any expense of the Limited Partnership depends on its deductibility for federal income tax purposes, the proper characterization is determined by the general partner (according to its intended characterization on the Limited Partnership's federal income tax return) in good faith at the time the expense is to be charged or credited. Such characterization will control related charges and credits to the partners regardless of any subsequent determination by the Internal Revenue Service or a court of law that the reported expenses should be otherwise characterized for tax purposes.
Competition
Oil and gas must compete with coal, atomic energy, hydro-electric power and other forms of energy. See also "Marketing" for a discussion of the market structure for oil and gas sales.
Regulation
Production and sale of oil and gas is subject to federal and state governmental regulations in a variety of ways including environmental regulations, labor law, interstate sales, excise taxes and federal, state and Indian lands royalty payments. Failure to comply with these regulations may result in fines, cancellation of licenses to do business and cancellation of federal, state or Indian leases.
The production of oil and gas is subject to regulation by the state regulatory agencies in the states in which the Limited Partnership does business. These agencies make and enforce regulations to prevent waste of oil and gas and to protect the rights of owners to produce oil and gas from a common reservoir. The regulatory agencies regulate the amount of oil and gas produced by assigning allowable production rates to wells capable of producing oil and gas.
Federal Income Tax Considerations
The Limited Partnership and the General Partnership are partnerships for federal income tax purposes. Consequently, they are not taxable entities; rather, all income, gains, losses, deductions and credits are passed through and taken into account by the partners on their individual federal income tax returns. In general, distributions are not subject to tax so long as such distributions do not exceed the partner's adjusted tax basis. Any distributions in excess of the partner's adjusted tax basis are taxed generally as capital gains.
Marketing
The oil and gas produced from the properties owned by the Limited Partnership has typically been marketed through normal channels for such products. Oil has generally been sold to purchasers at field prices posted by the principal purchasers of crude oil in the areas where the producing properties are located. The majority of the Limited Partnership's gas production is sold on the spot market and is transported in intrastate and interstate pipelines. Both oil and natural gas are purchased by refineries, major oil companies, public utilities and other users and processors of petroleum products.
Factors which, if they were to occur, might adversely affect the Limited Partnership include decreases in oil and gas prices, the availability of a market for production, rising operational costs of producing oil and gas, compliance with and changes in environmental control statutes and increasing costs and difficulties of transportation.
Significant Customer
For the years ended December 31, 1996, 1995 and 1994, purchases by the following company exceeded 10% of the total oil and gas revenues of the Limited Partnership:
1996 1995 1994 ------ ------ -----
Conoco Inc. 89% 91% 64%
Although the Limited Partnership sells the majority of its production to one purchaser, there are numerous other purchasers in the area, so the loss of its significant customer would not adversely affect the Limited Partnership's operations.
Environmental Considerations
The exploration for, and development of, oil and gas involve the extraction, production and transportation of materials which, under certain conditions, can be hazardous or can cause environmental pollution problems. In light of the present general interest in environmental problems, the general partner cannot predict what effect possible future public or private action may have on the business of the Limited Partnership. The general partner is continually taking all actions it believes necessary in its operations to ensure conformity with applicable federal, state and local environmental regulations and does not presently anticipate that the compliance with federal, state and local environmental regulations will have a material adverse effect upon capital expenditures, earnings or the competitive position of the Limited Partnership in the oil and gas industry.
Insurance Coverage
The Limited Partnership is subject to all the risks inherent in the exploration for, and development of, oil and gas, including blowouts, fires and other casualties. The Limited Partnership maintains insurance coverage as is customary for entities of a similar size engaged in operations similar to the Limited Partnership's, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. The occurrence of an event which is not insured or not fully insured could have an adverse impact upon the Limited Partnership's earnings and financial position.
ITEM 2

ITEM 2 - PROPERTIES
The Limited Partnership's oil and gas reserves are located in prospects in south Louisiana. The Limited Partnership's reserves are predominantly natural gas, which accounts for 90% of estimated future gross revenues in the Limited Partnership's reserve report as of December 31, 1996.
Significant Prospects
At December 31, 1996, the following prospects accounted for approximately 89% of the Limited Partnership's proved oil and gas reserves. Reserve quantities were obtained from the December 31, 1996 reserve report prepared by HPI's petroleum engineers.
Boudreaux Prospect. The Boudreaux prospect is located in Lafayette Parish, Louisiana. The Limited Partnership's interest in the prospect has remaining net proved reserves of 10,000 bbls of oil and 474,400 mcf of gas as of December 31, 1996, all of which are developed and producing at December 31, 1996. The Limited Partnership's working interest in this prospect ranges up to 1.1%.
Meaux Prospect. The Meaux prospect is located in Lafayette Parish, Louisiana. The Limited Partnership's interest in the prospect has remaining net proved reserves of 100 bbls of oil and 37,300 mcf of gas as of December 31, 1996, all of which are developed and producing at December 31, 1996. The Limited Partnership's working interest is 8.5%.
ITEM 3

ITEM 3 - LEGAL PROCEEDINGS
For a description of legal proceedings affecting the Limited Partnership, please refer to Item 8 - Note 4.
ITEM 4

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
No matter was submitted to a vote of participants during the fourth quarter of 1996.
PART II
ITEM 5

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
a) The registrant's securities consist of partnership interests which are not traded on any exchange and for which no established public trading market exists.
b) As of December 31, 1996, there were approximately 363 holders of record of partnership interests in the Drilling Partnership.
c) Distributions paid by the Limited Partnership were as follows (in thousands):
General Limited Partner Partner
1996 $88 $120 1995 18 1994 72 101
ITEM 6

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Material changes in the Limited Partnership's cash position for the years ended December 31, 1996 and 1995 are summarized as follows:
1996 1995 ------ ----- (In thousands)
Cash provided by operating activities $ 223 $ 53 Distributions to partners (208) (18) Additions to oil and gas properties (15) (16) ---- --- Increase in cash $ $ 19 ==== ===
Cash provided by operating activities in 1996 was used for distributions to the general partners and additions to oil and gas properties. The Limited Partnership has net working capital of $152,000 as of December 31, 1996. This working capital, together with future net cash flows generated from operations, may be used to fund future distributions. Future distributions depend on, among other things, continuation of current or higher oil and gas prices, markets for production and future development costs.
The Limited Partnership's ability to generate funds adequate to meet its future needs will be largely dependent upon its ability to continue to further develop its existing reserves. Proved reserves and discounted future net revenues valued at year-end prices (discounted at 10% and before general and administrative expenses) from proved reserves were estimated at 11,000 bbls and 575,000 mcf valued at $1,875,000 in 1996 and 12,000 bbls and 632,000 mcf valued at $1,086,000 in 1995. The increase in discounted future net revenues and the fluctuation in the quantities resulted primarily from an increase in year end oil and gas prices as well as changes in the estimated rates of production on certain wells.
Results of Operations
1996 Compared to 1995
Oil Revenue
Oil revenue increased $5,000 during 1996 as compared with 1995 primarily due to an increase in the average oil price from $17.68 per barrel in 1995 to $21.67 per barrel in 1996, partially offset by a 5% decrease in production as shown in the table below. The decrease in production is due to normal production declines.
Gas Revenue
Gas revenue increased $106,000 during 1996 as compared with 1995. The increase is due to an increase in the average gas price from $1.83 per mcf during 1995 to $2.92 per mcf during 1996, partially offset by a 2% decrease in production as shown below. The decrease in production is primarily due to normal production declines.
The following table summarizes the Limited Partnership's share of production from the Limited Partnership's significant properties for 1996 and 1995.
Interest Income
Interest income increased $2,000 during 1996 as compared with 1995 due to a higher average cash balance during 1996.
Lease Operating
Lease operating expense decreased $5,000 during 1996 as compared with 1995 primarily due to decreases in operating expenses resulting from cost saving measures implemented during 1996.
General and Administrative
General and administrative expenses decreased $13,000 during 1996 as compared with 1995 primarily due to a decrease in the allocation of overhead from the general partner.
Depletion
Depletion expense decreased $8,000 during 1996 as compared with 1995 as a result of decreased production and lower capitalized costs during 1996.
Litigation Settlement
Litigation settlement expense during 1996 represents the settlement of the Lamson lawsuit which is further discussed in Item 8

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Partners of May Drilling Partnership 1983-1 and May Limited Partnership 1983-1:
We have audited the financial statements of May Drilling Partnership 1983-1 ("General Partnership") and May Limited Partnership 1983-1 ("Limited Partnership") as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, listed in the accompanying index at Item 8. These financial statements are the responsibility of the Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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 provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of the General Partnership and the Limited Partnership at December 31, 1996 and 1995, and the results of operations and cash flows of the Limited Partnership for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado February 28, 1997
MAY DRILLING PARTNERSHIP 1983-1 AND MAY LIMITED PARTNERSHIP 1983-1
NOTES TO FINANCIAL STATEMENTS
(1) ACCOUNTING POLICIES AND OTHER MATTERS
General Partnership
May Drilling Partnership 1983-1, a Texas general partnership (the "General Partnership"), was organized by May Petroleum Inc. ("May") for the purpose of oil and gas exploration through May Limited Partnership 1983-1 (the "Limited Partnership"). The General Partnership was formed on May 31, 1983, with investors ("Participants") subscribing an aggregate of $4,713,000 in assessable $1,000 units. After the expenditure of the initial contributions of the Participants, additional mandatory assessments from each Participant are provided for under the terms of the general partnership agreement in an amount up to 25% of the initial contribution of the Participant. During 1984, May assessed the Participants 13% of initial contributions. No additional assessments have been made since 1984.
The general partnership agreement requires that the manager, Hallwood Energy Partners, L. P. ("HEP"), offer to repurchase partnership interests from Participants for cash at amounts to be determined by appraisal (as set forth in the partnership agreement) of the Limited Partnership's net assets no later than December 31, 1988, and during each succeeding year, if such net assets are positive. The manager has made repurchase offers in all years since 1989 and intends to make a repurchase offer in 1997.
As the General Partnership is the sole limited partner of the Limited Partnership, its results of operations, changes in partners' capital and cash flows are equal to the limited partner's share of the Limited Partnership's results of operations, changes in partners' capital and cash flows as set forth herein. Therefore, separate statements of operations, changes in partners' capital and cash flows are not presented for the General Partnership.
Limited Partnership
The Limited Partnership, a Texas limited partnership, was organized by May and the General Partnership for the purpose of oil and gas exploration and the production of crude oil, natural gas and petroleum products. The Limited Partnership's oil and gas reserves are located in prospects in south Louisiana. Among other things, the terms of the limited partnership agreement (the "Agreement") give the general partner the authority to borrow funds. The Agreement also requires that the general partner's total capital contributions to the Limited Partnership as of each year end, including unrecovered general partner acreage and equipment advances, must be compared to total Limited Partnership expenditures from inception to date, and if such contributions are less than 15% of such expenditures, an additional contribution in the amount of the deficiency is required. At December 31, 1996, no additional contributions were necessary to comply with this requirement.
On June 30, 1987, May sold to HEP all of its economic interest in the Limited Partnership and account receivable balances due from the Limited Partnership. HEP became the general partner of the Limited Partnership in 1988.
Sharing of Costs and Revenues
Capital costs, as defined by the Agreement, for commercially productive wells and the costs related to the organization of the Limited Partnership are borne by the general partner. Noncapital costs and direct expenses, as defined by the Agreement, are charged 1% to the general partner and 99% to the limited partner. Oil and gas sales, operating expenses and general and administrative overhead are shared so that the general partner's allocation will equal the percentage that the amount of Limited Partnership expenses, as defined, allocated to the general partner bears to the aggregate amount of Limited Partnership expenses allocated to the general partner and the limited partner, plus 15 percentage points, but in no event will the general partner's allocation exceed 50%. The sharing ratio for each of the last three years was as follows:
1996 1995 1994 ------ ------ -----
Limited Partner 57.7% 57.9% 58.1% General Partner 42.3% 42.1% 41.9%
Significant Customer
For the years ended December 31, 1996, 1995 and 1994, purchases by the following company exceeded 10% of the total oil and gas revenues of the Limited Partnership:
1996 1995 1994 ------ ------ -----
Conoco Inc. 89% 91% 64%
Although the Limited Partnership sells the majority of its production to one purchaser, there are numerous other purchasers in the area, so the loss of its significant customer would not adversely affect the Limited Partnership's operations.
Income Taxes
No provision for federal income taxes is included in the financial statements of the Limited Partnership or the General Partnership because, as partnerships, they are not subject to federal income tax and the tax effects of their activities accrue to the partners. The partnerships' tax returns, the qualification of the General and Limited Partnerships as partnerships for federal income tax purposes, and the amount of taxable income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to the partnerships' taxable income or loss, the tax liability of the partners could change accordingly.
Oil and Gas Properties
The Limited Partnership follows the full cost method of accounting for oil and gas properties and, accordingly, capitalizes all costs associated with the exploration and development of oil and gas reserves.
The capitalized costs of evaluated properties, including the estimated future costs to develop proved reserves, are amortized on the units of production basis. Full cost amortization per dollar of gross oil and gas revenues was $.12 in 1996, $.22 in 1995 and $.19 in 1994.
Capitalized costs are limited to an amount not to exceed the present value of estimated future net cash flows. No valuation adjustment was required in 1996, 1995 or 1994. Significant price declines in the future could cause the Limited Partnership to experience valuation adjustments and could reduce the amount of future cash flow available for distributions and operations.
Generally no gains or losses are recognized on the sale or disposition of oil and gas properties. Maintenance and repairs are charged against income when incurred.
Gas Balancing
The Limited Partnership uses the sales method for accounting for gas balancing. Under this method, the Limited Partnership recognizes revenue on all of its sales of production, and any over production or under production is recovered at a future date.
As of December 31, 1996, the net imbalance to the Limited Partnership's interest is not considered material. Current imbalances can be made up with production from existing wells or from wells which will be drilled as offsets to current producing wells.
Use of Estimates
The preparation of the financial statements for the Limited Partnership and General Partnership 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 differ from these estimates.
Related Party Transactions
Hallwood Petroleum, Inc. ("HPI"), a subsidiary of the general partner, pays all costs and expenses of operations and receives all revenues associated with the Limited Partnership's properties. At month end, HPI distributes revenues in excess of costs to the Limited Partnership.
The amount due to HPI as of December 31, 1996 was $5,000 and the amount due from HPI was $8,000 as of December 31, 1995. These balances represent net revenues less operating costs and expenses.
Cash Flows
All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.
Reclassifications
Certain reclassifications have been made to prior years' amounts to conform to the classifications used in the current year.
(2) GENERAL AND ADMINISTRATIVE OVERHEAD
HPI conducts the day to day operations of the Limited Partnership and other affiliated partnerships of HEP. The costs of operating the entities are allocated to each entity based upon the time spent on that entity. General and administrative overhead allocated by HPI to the Limited Partnership totaled $56,000, $73,000, and $99,000 in 1996, 1995 and 1994.
(3) INCOME TAXES
As a result of the differences in the accounting treatment of certain items for income tax purposes as opposed to financial reporting purposes, primarily depreciation, depletion and amortization of oil and gas properties and the recognition of intangible drilling costs as an expense or capital item, the income tax basis of oil and gas properties differs from the basis used for financial reporting purposes. At December 31, 1996 and 1995, the income tax bases of the Partnership's oil and gas properties were approximately $98,000 and $108,000, respectively.
(4) LEGAL PROCEEDINGS
In June 1996, the Partnership and the other parties to the lawsuits styled Lamson Petroleum Corporation v. Hallwood Petroleum, Inc. et al. settled the lawsuits. The plaintiffs in the lawsuits claimed they had valid leases covering streets and roads in the units of the A.L. Boudreaux #1 well, G.S. Boudreaux #1 well, Paul Castille #1 well, Evangeline Shrine Club #1 well and Duhon #1 well, which represented approximately 3% to 4% of the Partnership's interest in these properties, and they were entitled to a portion of the production from the wells dating from February 1990. In the settlement, the Partnership and the plaintiffs agreed to cross-convey interests in certain leases to one another, and the Partnership agreed to pay the plaintiffs $25,000. The Partnership has not recognized revenue attributable to the contested leases since January 1993. These revenues, totaling $24,000, had been placed in escrow pending the resolution of the lawsuits. The excess of the cash paid over the escrowed amounts, is reflected as litigation settlement expense in the accompanying financial statements. The cross-conveyance of the interests in the leases resulted in a decrease in the Partnership's reserves of $15,000 in future net revenues, discounted at 10%.
SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (Unaudited)
The following tables contain certain costs and reserve information related to the Limited Partnership's oil and gas activities. The Limited Partnership has no long-term supply agreements and all reserves are located within the United States.
Costs Incurred -
For the Years Ended December 31, 1996 1995 1994 ------ ------ ----- (In thousands)
Development costs $ 15 $ 16 $ 6 === === ===
Oil and Gas Reserves (valued at year-end prices discounted at 10%) -
Certain reserve value information is provided directly to partners pursuant to the Agreement. Accordingly, such information is not presented herein.
ITEM 9

ITEM 9 - DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Drilling Partnership and Limited Partnership are managed by affiliates of HEP and do not have directors or executive officers.
ITEM 11

ITEM 11 - EXECUTIVE COMPENSATION
The partnerships pay no salaries or other direct remuneration to officers, directors or key employees of the general partner or HPI. The Limited Partnership reimburses the general partner for general and administrative costs incurred on behalf of the partnerships. See Note 2 to the Financial Statements.
ITEM 12

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the general partner, no person owns of record or beneficially more than 5% of the Drilling Partnership's outstanding units, other than HEP, the address of which is 4582 S. Ulster Street Parkway, Denver, Colorado 80237, and which beneficially owns approximately 38.8% of the outstanding units. The general partner of HEP is HEPGP Ltd.
ITEM 13

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information with respect to the Limited Partnership and its relationships and transactions with the general partner, see Part I, Item 1 and Part II, Item 7.
PART IV
ITEM 14

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. Financial Statements and Schedules: See Index at Item 8.
b. Reports on Form 8-K - None.
c. Exhibits:
3.1 The General Partnership Agreement and the Limited Partnership Agreement filed as an Exhibit to Registration Statement No. 0-11311, are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Partnerships have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
MAY DRILLING PARTNERSHIP 1983-1 MAY LIMITED PARTNERSHIP 1983-1 By: EDP OPERATING, LTD., GENERAL PARTNER By: HALLWOOD G.P., Inc. General Partner
By: /s/William L. Guzzetti William L. Guzzetti President, Chief Executive Officer and Director
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.
Signature Title Date
/s/Robert S. Pfeiffer Vice President February 28, 1997 - ----------------------- ----------------- Robert S. Pfeiffer (Principal Accounting Officer)
DOC\MAY83-1K.DOC