FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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
Agreement of Limited Partnership)
Delaware 47-0810385
(State or other jurisdiction of (I.R.S. Employer
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)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Beneficial Unit Certificates representing assignments of limited
partnership interests in the America First Tax Exempt Investors, L.P.
(the "BUCs")
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by the 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 X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of the chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the Partnership's BUC's on March 23, 1999,
based on the final sales price per BUC as reported in the Wall Street Journal
on March 24, 1999, was $61,122,159.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> -i-
TABLE OF CONTENTS
Page
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . 3
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . 4
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . 4
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . 4
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . 4
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . . . 4
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . 4
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . . 5
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 6
Item 12. Security Ownership of Certain Beneficial Owners and Management . . 6
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . 6
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K . 7
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
<PAGE> -ii-
Item 1. Business. America First Tax Exempt Investors, L.P. (the Registrant
or the Partnership) was formed on April 2, 1998 under the Delaware Revised
Uniform Limited Partnership Act for the purpose of acquiring, holding,
operating, selling and otherwise dealing with a portfolio of federally
tax-exempt mortgage bonds which have been issued to provide construction
and/or permanent financing of multifamily residential apartments. The
Registrant's business objectives are to: (i) preserve and protect its capital;
(ii) provide regular cash distributions to investors; and, (iii) provide a
potential for an enhanced federally tax-exempt yield as a result of a
participation interest in the net cash flow and net capital appreciation of
the real estate financed by the tax-exempt bonds held by the Registrant.
As of December 31, 1998, the Partnership had not yet begun its business
operations. However, on February 1, 1999, the Partnership merged with America
First Tax Exempt Mortgage Fund Limited Partnership (the Prior Partnership).
Under the terms of the merger agreement, the Partnership was the surviving
partnership and effectively took over the operations of the Prior Partnership
as of that date. As of the date of the merger, the assets of the Prior
Partnership consisted primarily of seven of tax-exempt mortgage bonds with a
carrying value (at estimated fair value) equal to $71,720,000. These
tax-exempt mortgage bonds were issued by various state and local housing
authorities to provide for the construction and/or permanent financing of
seven multifamily housing properties located in five states. Under the terms
of the mortgage bonds, the principal amounts do not amortize over their
terms. However, the mortgage bonds provide for the payment of base interest
to the Partnership and for the payment of contingent interest based upon the
amount of net cash flow and net capital appreciation generated by the
underlying apartment properties. Therefore, the return to the Partnership
from the mortgage bonds depends upon the economic performance of the real
estate which collateralizes the mortgage bonds. For this reason, the
Partnership's investments are dependent on the economic performance of such
real estate and may be considered to be in competition with other
income-producing real estate of the same type in the same geographic areas.
A description of the seven tax-exempt mortgage bonds acquired by the
Registrant as a result of the merger with the Prior Partnership (and the
properties collateralizing such bonds) is set forth below:
<TABLE>
<CAPTION>
Base
Number Maturity Interest
Property Name Location of Units Date Rate
------------------------ ---------------- --------- --------- ---------
<S> <C> <C> <C> <C>
Arama Apartments Miami, FL 293 07/01/10 8.5% (1)
Shoals Crossing Atlanta, GA 176 12/01/09 8.5% (1)
Woodbridge Apts. of
Bloomington III (4) Bloomington, IN 280 12/01/27 7.5% (2)
Ashley Pointe at
Eagle Crest (4) Evansville, IN 150 12/01/27 7.0% (2)
Woodbridge Apts. of
Louisville II (4) Louisville, KY 190 12/01/27 7.5% (2)
Northwoods Lake
Apartments (4) Duluth, GA 492 09/01/25 7.5% (2)
Ashley Square Des Moines, IA 144 12/01/09 8.5% (1)
</TABLE>
(1) In addition to the base interest rates shown, the bonds bear additional
contingent interest as defined in each revenue note which, when combined with
the base interest, is limited to a cumulative, noncompounded amount not greater
than 16% per annum.
(2) In addition to the base interest rates shown, the bonds bear additional
contingent interest as defined in each revenue note of up to an additional
3.5% per annum that is payable out of 50% (100% in the case of Ashley Pointe
and Northwoods Lake Apartments) of the net cash flow generated by the
respective property.
<PAGE> -1-
The Partnership intends to pursue a business strategy of increasing the number
of tax-exempt multifamily mortgage bonds held by it in order to: (i) increase
the amount of tax-exempt interest available for distribution to its investors
and (ii) reduce risk through asset diversification and achieve economies of
scale. Unlike the Prior Partnership, the Registrant has the ability to
finance the acquisition of additional tax-exempt mortgage bonds through the
issuance of additional Beneficial Unit Certificates (BUCs) representing
assigned limited partnership interests and from the sale of senior debt
instruments created from its existing portfolio of tax-exempt mortgage bonds.
In general, tax-exempt mortgage bonds acquired by the Partnership will be
secured by a first mortgage or deed of trust on multifamily real estate.
Unlike the Prior Partnership, the Partnership also has the authority to
acquire tax-exempt bonds that represent less than 100% of the bonds secured by
a particular multifamily property provided that such bonds are rated in one of
the highest four rating categories by at least one nationally recognized
securities rating agency. Such bonds may not represent more than 25% of the
Partnership's assets at the time of acquisition. In addition, the Partnership
will be able to acquire bonds secured by multifamily real estate which
generate interest that is not exempt from federal income tax. However, such
bonds may only be acquired in conjunction with the acquisition of tax-exempt
mortgage bonds secured by the same property.
The amount of cash that the Partnership will receive from its mortgage bonds
will be a function of the net rental revenues generated by the financed
properties. Net rental revenues from a multifamily apartment complex depend
on the rental and occupancy rates of the property and on the level of
operating expenses. Occupancy rates and rents are directly affected by the
supply of, and demand for, apartments in the market areas in which a property
is located. This, in turn, is affected by several factors such as local or
national economic conditions, the amount of new apartment construction and
interest rates on single-family mortgage loans. In addition, factors such as
government regulation (such as zoning laws), inflation, real estate and other
taxes, labor problems and natural disasters can affect the economic operations
of a property.
In each city in which the properties financed by the Partnership are located,
such properties compete with a substantial number of other apartment
complexes. Apartment complexes also compete with single-family housing that
is either owned or leased by potential tenants. The principal method of
competition is to offer competitive rental rates. Such properties also
compete by emphasizing property location, condition and amenities.
The Partnership believes that each of the properties financed by the
Partnership is in compliance in all material respects with federal, state and
local regulations regarding hazardous waste and other environmental matters
and the Partnership is not aware of any environmental contamination at any of
such properties that would require any material capital expenditure by the
Registrant for the remediation thereof.
The Partnership is engaged solely in the business of providing financing for
the acquisition and improvement of multifamily real estate. Accordingly, the
presentation of information about industry segments is not applicable and
would not be material to an understanding of the Partnership's business taken
as a whole.
The Partnership has no employees. Certain services are provided to the
Partnership by employees of America First Companies L.L.C. which is the
general partner of the general partner of the Partnership. America First
Companies L.L.C. is reimbursed by the Partnership for such services at cost.
The Registrant is not charged, and does not reimburse, for the services
performed by managers and officers of America First Companies L.L.C.
Item 2. Properties. As a result of the merger described in Item 1, the
Partnership acquired seven tax-exempt mortgage bonds collateralized by first
mortgages on multifamily housing properties Properties collateralizing these
mortgage bonds are described in the following table:
<PAGE> -2-
<TABLE>
<CAPTION>
Average
Number Square Feet
Property Name Location of Units Per Unit
- - ----------------------------------- ------------------- -------- -----------
<S> <C> <C> <C>
Woodbridge Apts. of Bloomington III Bloomington, IN 280 892
Ashley Pointe at Eagle Crest Evansville, IN 150 910
Woodbridge Apts. of Louisville II Louisville, KY 190 934
Northwoods Lake Apartments Duluth, GA 492 964
Ashley Square Des Moines, IA 144 963
Shoals Crossing Atlanta, GA 176 926
Arama Apartments Miami, FL 293 562
--------
1,725
========
</TABLE>
The average annual occupancy rate and average effective rental rate per unit
or per square foot for each of the properties for each of the last five years
are listed in the following table:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
WOODBRIDGE APTS. OF BLOOMINGTON III
Average Occupancy Rate 95% 90% 95% 93% 96%
Average Effective Annual Rental Per Unit $7,018 $6,957 $7,251 $6,848 $6,701
ASHLEY POINTE AT EAGLE CREST
Average Occupancy Rate 99% 99% 96% 96% 93%
Average Effective Annual Rental Per Unit $6,711 $6,423 $6,163 $6,032 $5,686
WOODBRIDGE APTS. OF LOUISVILLE II
Average Occupancy Rate 93% 95% 95% 93% 96%
Average Effective Annual Rental Per Unit $7,291 $7,075 $6,880 $6,451 $6,504
NORTHWOODS LAKE APARTMENTS
Average Occupancy Rate 97% 94% 94% 97% 98%
Average Effective Annual Rental Per Unit $7,584 $7,263 $7,188 $7,101 $6,806
ASHLEY SQUARE
Average Occupancy Rate 97% 96% 97% 98% 97%
Average Effective Annual Rental Per Unit $6,565 $6,792 $6,728 $6,764 $6,574
SHOALS CROSSING
Average Occupancy Rate 90% 95% 93% 95% 96%
Average Effective Annual Rental Per Unit $4,581 $4,942 $4,712 $4,649 $4,458
ARAMA APARTMENTS
Average Occupancy Rate 98% 98% 99% 99% 99%
Average Effective Annual Rental Per Unit $7,649 $7,467 $7,517 $7,156 $7,355
</TABLE>
In the opinion of the Partnership's management, each of the properties is
adequately covered by insurance. A discussion of general competitive
conditions to which these properties are subject is included in Item 1 hereof.
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
<PAGE> -3-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) Market Information. The BUCs trade on The NASDAQ Stock Market under
the trading symbol "ATAXZ." However, as of December 31, 1998, trading had not
yet commenced and therefore, no market information was available with respect
to the time period covered by this item. For market information relating to
the BUCs of the Prior Partnership, please refer to the Form 10-K filed by
America First Tax Exempt Mortgage Fund Limited Partnership for the year ended
December 31, 1998.
(b) BUC Holders. The approximate number of BUC holders on March 23,
1999 was 5,700.
(c) Distributions. As of December 31, 1998, the Partnership had not yet
commenced operations. As such, no distributions were paid through that date.
Upon commencement of operations, the Partnership plans to make monthly
distributions at the same rate as the Prior Partnership. For information on
distributions made by the Prior Partnership, please refer to the Form 10-K
filed by America First Tax Exempt Mortgage Fund Limited Partnership for the
year ended December 31, 1998.
Item 6. Selected Financial Data.
As of December 31, 1998, the Partnership had not yet been capitalized or
commenced operations. The Partnership merged with the Prior Partnership on
February 1, 1999, and effectively assumed the operations of the Prior
Partnership on that date. For selected financial data relating to the Prior
Partnership, for the five year period ended December 31, 1998, please refer to
the Form 10-K of America First Tax Exempt Mortgage Fund Limited Partnership
for the year ended December 31, 1998.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
As of December 31, 1998, the Partnership had not yet been capitalized or
commenced operations. The Partnership merged with the Prior Partnership on
February 1, 1999, and effectively assumed the operations of the Prior
Partnership on that date. For management's discussion and analysis of the
financial condition and results of operations of the Prior Partnership for its
two most recent fiscal years, please refer to the Form 10-K of America First
Tax Exempt Mortgage Fund Limited Partnership for the year ended December 31,
1998.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. As
of December 31, 1998, the Partnership had not yet been capitalized or
commenced operations. The Partnership merged with the Prior Partnership on
February 1, 1999, and effectively assumed the operations of the Prior
Partnership on that date. For quantitative and qualitative disclosure
regarding market risk of the assets acquired from the Prior Partnership as a
result of the merger, please refer to the Form 10-K of America First Tax
Exempt Mortgage Fund Limited Partnership for the year ended December 31,
1998.
Item 8. Financial Statements and Supplementary Data.
No financial statements for the Partnership have been included in this report
because the Partnership had not yet been capitalized or commenced operations
as of December 31, 1998. The Partnership merged with the Prior Partnership on
February 1, 1999, and effectively assumed the operations of the Prior
Partnership on that date. The financial statements and supplementary data of
the Prior Partnership are included in the Form 10-K of America First Tax
Exempt Mortgage Fund Limited Partnership for the year ended December 31, 1998.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None
<PAGE> -4-
PART III
Item 10. Directors and Executive Officers of the Registrant. The
Registrant has no directors or officers. Management of the Registrant
consists of the general partner of the Registrant, America First Capital
Associates Limited Partnership Two ("AFCA") and its general partner, America
First Companies L.L.C.. The following individuals are the managers and
officers of America First Companies L.L.C., and each serves for a term of one
year.
Name Position Held Position Held Since
Michael B. Yanney Chairman of the Board, 1985
President, Chief
Executive Officer and Manager
Michael Thesing Vice President, Secretary, 1985
Treasurer and Manager,
Chief Financial and
Accounting Officer
William S. Carter, M.D. Manager 1994
Martin A. Massengale Manager 1994
Alan Baer Manager 1994
Gail Walling Yanney Manager 1996
Mariann Byerwalter Manager 1997
Michael B. Yanney, 65, has served as the Chairman, President and Chief
Executive Officer of America First Companies L.L.C. and its predecessors since
1984. From 1977 until the organization of the first such fund in 1984, Mr.
Yanney was principally engaged in the ownership and management of commercial
banks. Mr. Yanney also has investments in private corporations engaged in a
variety of businesses. From 1961 to 1977, Mr. Yanney was employed by Omaha
National Bank and Omaha National Corporation (now part of U.S. Bank), where he
held various positions, including the position of Executive Vice President and
Treasurer of the holding company. Mr. Yanney also serves as a member of the
boards of directors of Burlington Northern Santa Fe Corporation, Forest Oil
Corporation, Level 3 Communications, Inc., Freedom Communications, Inc.,
Magnum Resources, RCN Corporation, Rio Grande Medical Technologies, Inc. and
PKS Information Services, Inc.
Michael Thesing, 44, has been Vice President and Chief Financial Officer
of affiliates of America First Companies L.L.C. since July 1984. He serves as
President of America First Investment Advisors, LLC and is a member of the
Board of the Board of Managers of America First Companies L.L.C. From January
1984 until July 1984 he was employed by various companies controlled by Mr.
Yanney. He was a certified public accountant with Coopers & Lybrand from 1977
through 1983.
William S. Carter, M.D., 72, is a retired physician. Dr. Carter
practiced medicine for 30 years in Omaha, Nebraska, specializing in
otolaryngology (disorders of the ears, nose and throat).
Martin A. Massengale, 65, is President Emeritus of the University of
Nebraska, Director of the Center for Grassland Studies and Foundation
Distinguished Professor. Prior to becoming President in 1991, he served as
Interim President from 1989, as Chancellor of the University of Nebraska
Lincoln from 1981 until 1990 and as Vice Chancellor for Agriculture and
Natural Resources from 1976 to 1981. Prior to that time, he was a professor
and associate dean of the College of Agriculture at the University of
Arizona. Dr. Massengale currently serves on the board of directors of Woodmen
Accident & Life Insurance Company and IBP, Inc. and is a member of the Board
of Trustees of the Great Plains Funds, Inc.
<PAGE> -5-
Alan Baer, 76, is presently Chairman of Alan Baer & Associates, Inc., a
management company located in Omaha, Nebraska. He is also Chairman of Lancer
Hockey, Inc., Baer Travel Services, Wessan Telemarketing, Total Security
Systems, Inc. and several other businesses. Mr. Baer is the former Chairman
and Chief Executive Officer of the Brandeis Department Store chain which,
before its acquisition, was one of the larger retailers in the Midwest. Mr.
Baer has also owned and served on the board of directors of several banks in
Nebraska and Illinois.
Gail Walling Yanney, 62, is a retired physician. Dr. Walling practiced
anesthesia and was most recently the Executive Director of the Clarkson
Foundation until October of 1995. In addition, she was a director of FirsTier
Bank, N.A., Omaha prior to its merger with First Bank, N.A.. Ms. Yanney is
the wife of Michael B. Yanney.
Mariann Byerwalter, 38, is Vice President of Business Affairs and Chief
Financial Officer of Stanford University. Ms. Byerwalter was Executive Vice
President of America First Eureka Holdings, Inc. ("AFEH") and EurekaBank from
1988 to January 1996. Ms. Byerwalter was Chief Financial Officer and Chief
Operating Officer of AFEH, and Chief Financial Officer of EurekaBank from 1993
to January 1996. She was an officer of BankAmerica Corporation and its
venture capital subsidiary from 1984 to 1987. She served as Vice President
and Executive Assistant to the President of Bank of America and was a Vice
President in the bank's Corporate Planning and Development Department. Ms.
Byerwalter currently serves on the board of directors of Redwood Trust, Inc.
Item 11. Executive Compensation. Neither the Registrant nor AFCA has
any managers or officers. Certain services are provided to the Registrant by
managers and officers of America First Companies, L.L.C. (America First) (the
general partner of AFCA). None of the managers or executive officers of
America First Companies L.L.C. receive compensation from the Registrant and
AFCA receives no reimbursement from the Registrant for any portion of their
salaries. No remuneration was paid by the Registrant to its general partner
pursuant to the terms of its limited partnership agreement during 1998.
However, during 1999 remuneration will be paid by the Registrant to its
general partner.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) No person is known by the Registrant to own beneficially more
than 5% of the Registrant's BUCs.
(b) No manager or officer of America First and no partner of AFCA
owns any BUCs.
(c) There are no arrangements known to the Registrant the operation
of which may, at any subsequent date, result in a change in control of the
Registrant. As described in Item 1, the Registrant merged with the Prior
Partnership on February 1, 1999. However, this merger did not result in a
change of control of the Registrant since AFCA was the sole general partner of
the Registrant before and after the merger. AFCA was also the general partner
of the Prior Partnership prior to the merger.
Item 13. Certain Relationships and Related Transactions. The general
partner of the Registrant is AFCA and the sole general partner of AFCA is
America First. During the period covered by this report, the Registrant did
not engage in any transaction with AFCA, America First or with any person who
is (i) a manager or executive officer of America First or any general partner
of AFCA; (ii) a nominee for election as manager of America First; (iii) an
owner of more that 5% of the BUCs or (iv) a member of the immediate family of
any of the foregoing persons. Upon completion of the merger with the Prior
Partnership, the Partnership will reimburse AFCA and/or America First for
certain expenses incurred by them on behalf of the Partnership. For
information relating to reimbursements paid by the Prior Partnership to AFCA
and America First, please see the Form 10-K filed by Amrica First Tax Exempt
Mortgage Fund Limited Partnership for the year ended December 31, 1998.
<PAGE> -6-
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
3. Exhibits. The following exhibits were filed as required
by Item 14(c) of this report. Exhibit numbers refer to the
paragraph numbers under Item 601 of Regulation S-K:
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) Agreement of Limited Partnership of the Registrant
(to be filed by amendment)
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.
24. Power of Attorney.
27. Financial Data Schedule.
(b) The Registrant did not file any reports on Form 8-K during
the last quarter of the period covered by this report.
<PAGE> -7-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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 and
Principal Financial Officer
Date: March 29, 1999
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 29, 1999 By /s/ Michael B. Yanney*
Michael B. Yanney,
Chairman of the Board,
President, Chief Executive Officer
and Manager
Date: March 29, 1999 By /s/ Michael Thesing
Michael Thesing,
Principal Financial Officer
and Manager
Date: March 29, 1999 By /s/ William S. Carter, M.D.*
William S. Carter, M.D.,
Manager
Date: March 29, 1999 By /s/ Martin A. Massengale*
Martin A. Massengale,
Manager
Date: March 29, 1999 By /s/ Alan Baer*
Alan Baer,
Manager
Date: March 29, 1999 By /s/ Gail Walling Yanney*
Gail Walling Yanney
Manager
Date: March 29, 1999 By /s/ Mariann Byerwalter*
Mariann Byerwalter
Manager
*By Michael Thesing,
Attorney-in-Fact
/s/ Michael Thesing
Michael Thesing
<PAGE> -8-
EXHIBIT 24
POWER OF ATTORNEY
<PAGE> -9-
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1998, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Tax Exempt Mortgage Fund Limited Partnership
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 1999.
/s/ Michael B. Yanney
Michael B. Yanney
<PAGE> -10-
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1998 and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Tax Exempt Mortgage Fund Limited Partnership
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 1999.
/s/ William S. Carter, M.D.
William S. Carter, M.D.
<PAGE> -11-
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1998, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Tax Exempt Mortgage Fund Limited Partnership
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 1999.
/s/ Martin A. Massengale
Martin A. Massengale
<PAGE> -12-
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1998, and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Tax Exempt Mortgage Fund Limited Partnership
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 1999.
/s/ Alan Baer
Alan Baer
<PAGE> -13-
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1998 and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Tax Exempt Mortgage Fund Limited Partnership
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 1999.
/s/ Gail Walling Yanney
Gail Walling Yanney
<PAGE> -14-
POWER OF ATTORNEY
The undersigned hereby appoints Michael Thesing as his agent and
attorney-in-fact for the purpose of executing and filing all reports on Form
10-K relating to the year ending December 31, 1998 and any amendments
thereto, required to be filed with the Securities and Exchange Commission by
the following persons:
America First Tax Exempt Investors, L.P.
America First Tax Exempt Mortgage Fund Limited Partnership
America First Apartment Investors, L.P.
Capital Source L.P.
Capital Source II L.P.-A
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 1st day of February, 1999.
/s/ Mariann Byerwalter
Mariann Byerwalter
<PAGE> -15-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
