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 September 30, 1998 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: 000-24843
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 47-0810385
(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 NO X
<PAGE> - i -
Part I. Financial Information
Item 1. Financial Statements
No financial statements for America First Tax Exempt 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 September 30, 1998, 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 April 2,
1998, but has not yet been capitalized or begun operations. On April 10,
1998, the Registrant entered into an Agreement and Plan of Merger (the "Merger
Agreement") (which Merger Agreement was amended on June 12, 1998) 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
the fourth quarter of 1998, 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 fourth quarter of
1998. Such operations will be reflected in the report on Form 10-K filed by
the Registrant with respect to such year.
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. 333-50513) filed by the Registrant
on April 17, 1998)
4(b) Form of Agreement of Limited Partnership of the Registrant
(incorporated by reference to Exhibit 4.2 to Amendment No. 3 to
Registration Statement on Form S-4 (No. 333-50513) filed by the
Registrant on September 14, 1998).
4(c) Amended Agreement of Merger, dated June 12, 1998, between the
Registrant and America First Tax Exempt Mortgage Fund Limited
Partnership (incorporated by reference to Exhibit 4.3 to
Amendment No. 3 to Registration Statement on Form S-4 (No.
333-50513) filed by the Registrant on September 14, 1998)
(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: November 13, 1998 AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
By America First Capital
Associates Limited
Partnership Two, General
Partner of the Registrant
By America First Companies L.L.C.,
General Partner of America First Capital
Associates Limited Partnership Two
By /s/ Michael Thesing
Michael Thesing
Vice President, Principal
Financial Officer
<PAGE> - 2 -
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