<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1998
REGISTRATION NO. 333-50513
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 47-0810385 6799
(State or other jurisdiction (I.R.S. Employer (Primary
of incorporation or Identification No.) Standard
organization) Industrial
Classification
Code Number)
</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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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) EXHIBITS
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<C> <S>
4.1 Form of Beneficial Unit Certificate*
4.2 Form of Agreement of Limited Partnership of the Registrant (included as
Appendix A to Consent Solicitation Statement/Prospectus contained in
Part I hereof)*
4.3 Amended Agreement of Merger, dated June 12, 1998, between the Registrant
and America First Tax Exempt Mortgage Fund Limited Partnership (included
as Appendix B to Consent Solicitation Statement/Prospectus contained in
Part I hereof)*
5.1 Revised opinion of Kutak Rock as to the legality of securities*
8.1 Revised opinion of Kutak Rock as to certain tax matters*
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Mueller, Prost, Purk & Willbrand, P.C.*
23.3 Consent of Kutak Rock (included in Exhibits 5.1 and 8.1)*
24.1 Powers of Attorney*
99.1 Supplemental Material to be Delivered to BUC Holders*
99.2 Letter to BUC Holders
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* previously filed
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 4 to this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Omaha, State of Nebraska, on the 16th day of September, 1998.
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<S> <C> <C>
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
By America First Capital Associates Limited
Partnership Two, Its General Partner
By America First Companies L.L.C.,
Its General Partner
By: /s/ MICHAEL YANNEY
------------------------------------------
Michael Yanney
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities indicated on dates indicated opposite their names.
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<CAPTION>
SIGNATURE DATE TITLE
- ------------------------------ ------------------- --------------------------
<C> <C> <S>
/s/ MICHAEL YANNEY Chairman of the Board,
- ------------------------------ September 16, 1998 President and Chief
Michael Yanney Executive Officer
/s/ MICHAEL THESING*
- ------------------------------ September 16, 1998 Secretary and Chief
Michael Thesing Financial Officer
/s/ WILLIAM S. CARTER*
- ------------------------------ September 16, 1998 Manager
William S. Carter
/s/ GEORGE KUBAT*
- ------------------------------ September 16, 1998 Manager
George Kubat
/s/ MARTIN MASSENGALE*
- ------------------------------ September 16, 1998 Manager
Martin Massengale
/s/ ALAN BAER*
- ------------------------------ September 16 ,1998 Manager
Alan Baer
/s/ GAIL WALLING YANNEY*
- ------------------------------ September 16, 1998 Manager
Gail Walling Yanney
/s/ MARIANN BYERWALTER*
- ------------------------------ September 16, 1998 Manager
Mariann Byerwalter
</TABLE>
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<S> <C> <C> <C>
*By MICHAEL YANNEY
ATTORNEY-IN-FACT
/s/ MICHAEL YANNEY
-------------------------
Michael Yanney
</TABLE>
II-2
<PAGE>
September __, 1998
Dear Investor:
We are asking you to consider and vote on a proposal to merge the
America First Tax Exempt Mortgage Fund into a new partnership, America First
Tax Exempt Investors, L.P. The Tax Exempt Mortgage Fund is performing very
satisfactorily; however, the current structure does not allow the Fund to
take advantage of existing opportunities to increase cash flow. The General
Partner has proposed the merger in order to transfer the assets of the
existing partnership to the new fund which will have expanded authority to
restructure its current assets so that it may acquire additional tax-exempt
mortgage bonds secured by multifamily real estate. The General Partner has
proposed the transaction in an effort to increase the amount of tax-exempt
interest available for distribution to investors, reduce risk through
increased asset diversification and achieve improved economies of scale.
Because you are an investor of record as of September 25, 1998, you are
receiving the following documents;
- -- Consent Solicitation Statement/Prospectus
- -- Consent Form, which must be completed and returned
- -- Question and Answer brochure
The merger proposal is described in detail in the accompanying Consent
Solicitation Statement Prospectus. We realize this is a sizable document, but
we urge you to read it carefully. After you have reviewed the enclosed
materials, we urge you to vote "FOR" the proposal by completing, signing and
dating the enclosed Consent Form and returning it by November 5, 1998, in the
enclosed, postage-paid, envelope.
If you have further questions regarding the proposal, please call our
Investor Services Department at 1-800-239-8787, Option 2.
Michael Yanney
Chairman
