FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1996 or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number: 0-20737
AMERICA FIRST APARTMENT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 47-0797793
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Suite 400, 1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
<PAGE> - i -
Part I. Financial Information
Item 1. Financial Statements
No financial statements for America First Apartment Investors, L.P. (the
"Registrant") have been included in this report because the Registrant has not
yet been capitalized or begun operations. Accordingly, the Registrant had no
assets or liabilities as of June 30, 1996, and no income or loss for the
period then ended. See "Management's Discussion and Analysis of Financial
Condition and Results of Operation."
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Registrant was formed as a Delaware limited partnership on
March 7, 1996, but has not yet been capitalized or begun operations. On
March 28, 1996, the Registrant entered into an Agreement and Plan of Merger
(the "Merger Agreement") with America First Tax Exempt Mortgage Fund 2 Limited
Partnership, a Delaware limited partnership (the "Tax Exempt Fund"), pursuant
to which the Registrant and the Tax Exempt Fund will merge under Delaware law
with the Registrant as the surviving limited partnership of the merger. Upon
consummation of the merger, the Registrant will succeed to all of the assets,
liabilities and business operations of the Tax Exempt Fund. The Merger
Agreement contains a number of conditions precedent to the merger, including
the receipt of the consent from a majority-in-interest of the limited partners
of the Tax Exempt Fund. The Registrant expects that the merger with the Tax
Exempt Fund will occur during August 1996, subject to the receipt of such
consents. Accordingly, the Registrant expects to begin business operations,
as the successor-in-interest to the Tax Exempt Fund, during the third quarter
of 1996. Such operations will be reflected in the report on Form 10-Q filed
by the Registrant with respect to such quarter.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4(a) Form of Certificate of Beneficial Unit Certificate
incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-4 (No. 333-2920) filed by the Registrant
on March 29, 1996)
4(b) Form of Agreement of Limited Partnership of the Registrant
(incorporated by reference to Exhibit 4.2 to Amendment No. 1 to
Registration Statement on Form S-4 (No. 333-2920) filed by the
Registrant on May 17, 1996).
4(c) Agreement of Merger, dated March 28, 1996, between the
Registrant and America First Tax Exempt Mortgage Fund 2 Limited
Partnership (incorporated by reference to Exhibit 4.3 to
Amendment No. 1 to Registration Statement on Form S-4 (No.
333-2920) filed by the Registrant on May 17, 1996)
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the
quarter for which this report is filed.
<PAGE> - 1 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 13, 1996 AMERICA FIRST APARTMENT INVESTORS, L.P.
By America First Capital
Associates Limited
Partnership Four, General
Partner of the Registrant
By America First Companies L.L.C.,
General Partner of America First Capital
Associates Limited Partnership Four
By /s/ Michael Thesing
Michael Thesing
Vice President, Secretary,
Treasurer and Chief Financial
Officer (Vice President and Principal
Financial Officer of Registrant)
<PAGE> - 2 -
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
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0
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