SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 15, 1998
AMERICA FIRST APARTMENT INVESTORS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-20737
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(State of Formation) (Commission File Number)
47-0797793
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(IRS Employer Identification Number)
Suite 400, 1004 Farnam Street,
Omaha, Nebraska 68102
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(Address of principal executive offices) (Zip Code)
(402) 444-1630
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(Registrants' telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 4. Change in Registrant's Certifying Accountant.
(a)
(i) On December 15, 1998, PricewaterhouseCoopers LLP, the
Registrant's independent accountants (the "Former Accountants"), resigned
from their engagement as principal accountants for the Registrant. The
Former Accountants resigned due to a question about their independence.
The Registrant has engaged KPMG Peat Marwick, L.L.P. ("KPMG") as its new
principal independent accountants effective December 15, 1998.
(ii) The reports of the Former Accountants on the Registrant's
financial statements for the past two (2) fiscal years contained no
adverse opinion or disclaimer of adverse opinion, and were not qualified
or modified as to uncertainty, audit scope, or accounting principals.
(iii) The decision to engage KPMG as the principal independent
accountant for the Registrant was approved by the general partner of the
Registrant.
(iv) In connection with its audits for the two (2) most recent
fiscal years and through December 15, 1998, there have been no
disagreements with the Former Accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to the
satisfaction of the Former Accountants would have caused them to make
reference thereto in their report on the financial statements for such
years.
(v) During the two (2) most recent fiscal years and through
December 15, 1998, there were no "reportable events" as defined by Item
304 (a)(1)(v) of Regulation S-K.
(vi) The Registrant has requested that the Former Accountants
furnish it with a letter addressed to the U.S. Securities and Exchange
Commission stating whether or not it agrees with the above statements. A
copy of such letter will be filed by amendment.
(b)
Neither the Registrant nor anyone on its behalf has consulted
KPMG during the Registrant's two (2) most recent fiscal years, or any
subsequent interim period prior to its engagement of KPMG.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.01 Letter, dated December [15], 1998, from Registrant's former principal
independent accountant.*
* To be filed by amendment.
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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, hereunto duly authorized.
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, its General
Partner of America First Capital Associates
Limited Partnership Four
By /s/ Michael Thesing
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Michael Thesing, Vice President and Principal
Financial Officer
Dated: December 15, 1998
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