<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1996
REGISTRATION NO. 333-2920
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICA FIRST APARTMENT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 6513 47-0797793
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or No.)
organization)
</TABLE>
SUITE 400, 1004 FARNAM STREET
OMAHA, NEBRASKA 68102
(402) 444-1630
(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
MICHAEL YANNEY
SUITE 400, 1004 FARNAM STREET
OMAHA, NEBRASKA 68102
(402) 444-1630
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
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COPIES TO:
Steven P. Amen, Esq.
Kutak Rock
1650 Farnam Street
Omaha, Nebraska 68102
(402) 346-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AND
AFTER CONDITIONS IN THE MERGER AGREEMENT HAVE BEEN SATISFIED.
If any of the securities being registered on the Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Exhibits
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1 Form of Beneficial Unit Certificate*
4.2 Form of Registrant's Agreement of Limited Partnership (included as Appendix A to Consent
Solicitation Statement/Prospectus contained in Part I hereof)*
4.3 Agreement of Merger, dated March 28, 1996, between the Registrant and America First Tax Exempt
Mortgage Fund 2 Limited Partnership (included as Appendix B to Consent Solicitation
Statement/Prospectus contained in Part I hereof)*
5.1 Opinion of Kutak Rock as to the legality of securities*
8.1 Opinion of Kutak Rock as to certain tax matters*
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Kutak Rock (included in Exhibits 5.1 and 8.1)*
23.3 Consent of Mueller, Prost, Purt & Willbrand, P.C.
24.1 Powers of Attorney*
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* Previously filed
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Omaha, State of Nebraska, on the 10th day of June, 1996.
AMERICA FIRST APARTMENT
INVESTORS, L.P.
By America First Capital Associates
Limited
Partnership Four, Its General
Partner
By America First Companies L.L.C.,
Its General Partner
By /s/ MICHAEL YANNEY
-----------------------------------
Michael Yanney,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on dates indicated opposite their names.
SIGNATURE TITLE DATE
- ---------------------------------------- ---------------------- --------------
Chairman of the Board,
/s/ MICHAEL YANNEY President and Chief
- ---------------------------------------- Executive June 10, 1996
Michael Yanney Officer
/s/ MICHAEL THESING*
- ---------------------------------------- Secretary and Chief June 10, 1996
Michael Thesing Financial Officer
/s/ WILLIAM S. CARTER*
- ---------------------------------------- Manager June 10, 1996
William S. Carter
/s/ GEORGE KUBAT*
- ---------------------------------------- Manager June 10, 1996
George Kubat
/s/ MARTIN MASSENGALE*
- ---------------------------------------- Manager June 10, 1996
Martin Massengale
/s/ ALAN BAER*
- ---------------------------------------- Manager June 10, 1996
Alan Baer
/s/ GAIL WALLING YANNEY*
- ---------------------------------------- Manager June 10, 1996
Gail Walling Yanney
*By MICHAEL YANNEY
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ATTORNEY-IN-FACT
/s/ MICHAEL YANNEY
- ----------------------------------------
Michael Yanney
II-2
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Registration Statement on Form S-4 (File
No. 333-2920) of America First Apartment Investors, L.P. of our report dated
January 26, 1996, on our audit of the financial statements of Jefferson Place
L.P. as of December 31, 1995 and for the year then ended.
/s/ MUELLER, PROST, PURK & WILLBRAND,
P.C.
St. Louis, Missouri
May 13, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Registration Statement on Form S-4 (File
No. 333-2920) of America First Apartment Investors, L.P. of our report dated
April 30, 1996, on our audit of the financial statements of Sunpointe Associates
Limited Partnership as of December 31, 1995 and for the year then ended.
/s/ MUELLER, PROST, PURK & WILLBRAND,
P.C.
Certified Public Accountants
June 5, 1996
