<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMERICA FIRST APARTMENT INVESTORS, L.P.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 47-0797793
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
SUITE 400
1004 FARNAM STREET
OMAHA, NE 68102
(402) 444-1630
-------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. / /
If this Form relates to the registration of a class of debt securities and
is effective simultaneously with the effectiveness of a concurrent registration
statement under the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Beneficial Unit Certificates ("BUCs") representing assigned limited partner
---------------------------------------------------------------------------
interests
---------
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
The Registrant will issue Beneficial Unit Certificates (the "BUCs")
representing assigned limited partner interests in the Registrant as described
at pages 29-38 of the Preliminary Consent Solicitation Statement/Prospectus of
the Registrant filed with the Commission as part of Amendment No. 1 to
Registration Statement on Form S-4 (Registration No. 333-2920) which was filed
by the Registrant on May 17, 1996 and which is hereby incorporated by reference.
Item 2. EXHIBITS
2.1. Specimen Certificate of BUC (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).
2.2. Form of the Registrant's Agreement of Limited Partnership
(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).
2.3. 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).
2.4. Sections entitled "Terms of the New Partnership Agreement" and
"Description of BUCs of the New Fund" (as set forth on pages 29-38 of
the Preliminary Consent Solicitation Statement/Prospectus of the
Registrant filed with the Commission as part of Amendment No. 1 to
Registration Statement on Form S-4 (No. 333-2920) on May 17, 1996.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AMERICA FIRST APARTMENT INVESTORS, L.P.
By America First Capital Associates Limited
Partnership Four, general partner
By America First Companies L.L.C., general
partner
By /s/ Michael Yanney
-------------------------------------------
Michael Yanney, President
Dated: May 17, 1996
3
<PAGE>
INDEX TO EXHIBITS
2.1. Specimen Certificate of BUC (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).
2.2. Form of the Registrant's Agreement of Limited Partnership
(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).
2.3. 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).
2.4. Sections entitled "Terms of the New Partnership Agreement" and
"Description of BUCs of the New Fund" (as set forth on pages 29-38 of
the Preliminary Consent Solicitation Statement/Prospectus of the
Registrant filed with the Commission as part of Amendment No. 1 to
Registration Statement on Form S-4 (No. 333-2920) on May 17, 1996.
4
