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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: December 31, 2000
AMERICA FIRST REAL ESTATE INVESTMENT PARTNERS, L.P.
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(Exact name of Registrant as Specified in Its Charter)
Delaware 333-52117 39-1965590
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
1004 Farnam Street, Suite 400, Omaha, Nebraska 68102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (402) 444-1630
None
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(Former Name or Former Address, if Change Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On December 31, 2000, Capital Source L.P., a Delaware limited
partnership ("Cap Source I"), and Capital Source II L.P.-A, a Delaware limited
partnership ("Cap Source II", and together with Cap Source I, the
"Partnerships"), merged (the "Merger") with and into America First Real Estate
Investment Partners, L.P., a Delaware limited partnership (the "Registrant"),
with the Registrant being the surviving entity. The Merger was approved by a
majority in interest of the holders of the beneficial assignment certificates
(the "BACs") representing assigned limited partner interests in each of the
respective Partnerships.
In connection with the Merger, the outstanding BACs of Cap Source I
were converted into, at the election of the BAC holders made in connection with
the solicitation of consents to the Merger, 4,386,143 Units of assigned limited
partner interests in the Registrant (the "Units") and $3,167,000 in aggregate
principal amount of Variable Rate Junior Notes Callable on or After the Date of
Issuance, due January 15, 2008, Series A (the "Series A Notes"). In connection
with the Merger, the BACs of Cap Source II were converted into, at the election
of the BAC holders made in connection with the solicitation of consents to the
Merger, 2,965,069 Units and $884,000 in aggregate principal amount of Variable
Rate Junior Notes Callable on or After the Date of Issuance, due January 15,
2008, Series B (the "Series B Notes" and together with the Series A Notes, the
"Notes"). Units issued in connection with the Merger were issued in whole
numbers only. For each investor entitled to a fractional unit, the Registrant
will make a cash payment to that investor equal to $10 multiplied by the
fraction. The Notes were issued in incremental denominations of $1,000. Notes
issued in connection with the Merger were issued in whole numbers only. For each
investor entitled to a fractional Note, the Registrant will make a cash payment
to that investor equal to $1,000 multiplied by the fraction.
In connection with the Merger, and in accordance with the Stipulation
of Settlement (the "Settlement") dated April 24, 2000, which was approved by the
Delaware Court of Chancery on December 19, 2000, the Registrant will make a
distribution of approximately $0.75 per Unit on January 16, 2001, to holders of
record as of December 31, 2000. The Registrant will also make a distribution of
approximately $75.01 per Note on January 16, 2001, to Note holders of record as
of December 31, 2000. This distribution to Note holders will constitute a
prepayment of principal on the Notes, and will reduce the principal amount
outstanding on the Notes accordingly. The Registrant will also make a second
cash distribution of approximately $0.62 per Unit, and approximately $62.13 per
Note, on or about April 30, 2001, to holders of record on or about March 31,
2001. In accordance with the Settlement, the Registrant will also attempt to
purchase $3,500,000 in Units on the open market at various times during 2001. In
the event that less than $3,500,000 in Units are purchased by the Registrant
during 2001, the difference will be distributed in cash to Unit holders and
Note holders after the close of the fiscal year.
As of January 1, 2001, the Registrant had 7,351,212 Units issued and
outstanding. The Units will be listed on the NASDAQ National Market under the
symbol "AFREZ," subject to official notice of issuance. The Registrant
anticipates that trading in the Units on NASDAQ will begin on January 22, 2001.
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As a result of the Merger, the Registrant became the indirect owner,
subject to liabilities, of ten apartment complexes (the "Apartment Complexes")
located throughout the United States. Nine of the Apartment Complexes are owned
by nine different limited partnerships (the "Operating Partnerships"). The
Registrant owns 98.99% of the equity interests in each of these nine Operating
Partnerships. The remaining Apartment Complex is owned by an Operating
Partnership in which the Registrant owns 99.99% of the equity interests. In
addition, the Registrant also became the owner of (a) six mortgage-backed
securities guaranteed as to principal and interest by GNMA, and collateralized
by first mortgage loans on six of the Apartment Complexes insured as to
principal and interest by FHA, and (b) three first mortgage loans on three
Apartment Complexes insured as to principal and interest by FHA.
The exchange values, which were intended to fairly represent the value
of the assets of the Partnerships, used to determine the allocation of Units and
Notes among the Partnerships were based on (a) the principal amount of GNMA
certificates and the FHA loans as shown in the Partnerships' audited financial
statements for the period ended December 31, 1998, (b) the value of the
Partnerships' limited partner interests in the Operating Partnerships, and (c)
the market value of the Partnerships' remaining net assets as shown in the
Partnerships' audited financial statements for the period ended December 31,
1998. The fair market value of the real estate held by the Operating
Partnerships, as determined by real estate appraisals dated December 31, 1998,
was the value assigned to the real estate for the purpose of determining the
exchange values.
America First Capital Source I L.L.C., the Registrant's general partner
(the "General Partner"), was a general partner of Cap Source I and is the
successor by merger to Insured Mortgage Equities, Inc., the other Cap Source I
general partner, and America First Capital Source II L.L.C., one of the Cap
Source II general partners. The General Partner is controlled by the same
entity, America First Companies L.L.C. ("America First Companies"), that
controlled the general partners of the Partnerships.
America First Properties Management L.L.C. ("Properties Management"),
an affiliate of America First Companies, provided property management services
to the Partnerships and will provide similar services to the Registrant.
Properties Management also provides property management services to America
First Apartment Investors, L.P. (NASDAQ: APROZ), which engages in similar real
estate businesses as those of the Registrant. The general partner of APROZ is
controlled by America First Companies, the same entity that controls the General
Partner. The services provided by Properties Management are necessary for the
effective management and operation of the Apartment Complexes. Neither America
First Companies nor the general partners of the Partnerships were issued any
Unit or Notes in connection with the Merger. The General Partner will own a 1%
general partner interest in the Registrant.
(b) The Apartment Complexes were operated by the Partnerships as
multifamily residential property. The Registrant intends to continue to operate
the Apartment Complexes as multifamily residences. The Registrant will
periodically re-evaluate the performance of each Apartment Complex and make
changes where the Registrant deems appropriate. The Registrant does not
currently have any binding commitments for the sale of any of the Apartment
Complexes.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
As of the date of this report, it is impracticable for the
Registrant to file the required financial statements of the
Partnerships. Accordingly, the required financial statements
will be filed as soon as they are available, but in no event
later than 60 days after the date on which this report must be
filed.
(b) Pro Forma Financial Information.
As of the date of this report, it is impracticable for the
Registrant to file the required pro forma financial
information with respect to the Merger. Accordingly, the
required pro forma financial information will be filed as soon
as it is available, but in no event later than 60 days after
the date on which this report must be filed.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger Among
America First Real Estate Investment
Partners, L.P., Capital Source L.P. and
Capital Source II L.P.-A
Exhibit 3.1 Amended and Restated Agreement of
Limited Partnership of America First Real
Estate Investment Partners, L.P.
Exhibit 4.1 Indenture, dated as of December 31, 2000,
between America First Real Estate
Investment Partners, L.P. and U.S. Bank
Trust National Association.
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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 REAL ESTATE
INVESTMENT PARTNERS, L.P.
By: AMERICA FIRST CAPITAL SOURCE I
L.L.C., general partner
Date: January 11, 2001 By:/s/ Michael B. Yanney
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Michael B. Yanney,
President
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 2.1 Agreement and Plan of Merger Among America First Real
Estate Investment Partners, L.P., Capital Source L.P. and
Capital Source II L.P.-A
Exhibit 3.1 Amended and Restated Agreement of Limited Partnership of
America First Real Estate Investment Partners, L.P.
Exhibit 4.1 Indenture, dated as of December 31, 2000, between America
First Real Estate Investment Partners, L.P. and U.S. Bank
Trust National Association.
