SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No. 2
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 TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 0-14314
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(State of Formation) (Commission File Number)
47-0695511
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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 July 1, 1998, the son-in-law of George Kubat was
promoted to a manager of the Omaha, Nebraska office of PricewaterhouseCoopers
LLP (the "Former Accountants"). Because Mr. Kubat was then a member of the
Board of Managers of the general partner of the Registrant's general partner,
the promotion of his son-in-law raised an issue regarding the independence of
the Former Accountants with respect to the audit of the Registrant's financial
statements for the year ending December 31, 1998. The Former Accountants
requested guidance from the staff of the Securities and Exchange Commission
(the "SEC") with respect to this issue. In December 1998, the Former
Accountants were verbally advised by the staff that it would not consider the
Former Accountants to be independent under the rules of the SEC. As a result,
on December 15, 1998, the Former Accountants resigned from their engagement as
principal accountants for the Registrant and KPMG Peat Marwick, L.L.P.
("KPMG") was engaged as its new principal independent accountants effective
December 15, 1998. KPMG will conduct the audit of the Registrant's Financial
Statements for the year ended December 31, 1998.
(ii) The Former Accountants issued an audit report on March 26, 1998
with respect to the Registrant's financial statements as of, and for the year
ended, December 31, 1997. Accordingly, such report was issued prior to the
events which raised the issue as to the independence of the Former
Accountants. The Former Accountants were engaged on August 28, 1997 as
independent accountants for the purpose of issuing such report.
(iii) The decision to engage KPMG as the principal independent accountant
for the Registrant was approved by the general partner of the Registrant on
December 15, 1998.
(iv) 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 opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
(v) 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.
(vi) 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.
(vii) 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 is attached hereto as an Exhibit.
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(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 February 16, 1999, from Registrant's former principal
independent accountant.
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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 TAX EXEMPT MORTGAGE
FUND LIMITED PARTNERSHIP, the Registrant
By America First Capital Associates Limited
Limited Partnership Two, its general partner
By America First Companies L.L.C, its general
partner
By /s/ Michael Thesing
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Michael Thesing, Vice President and Principal
Financial Officer
Dated: February 16, 1999
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[PricewaterhouseCoopers LLP Letterhead]
February 16, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by America First Tax Exempt Mortgage Fund
Limited Partnership (copy attached), which we understand will be filed with
the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form
8-K/A No. 2 report for the month of December 1998. We agree with the
statements concerning our Firm in such Form 8-K/A No. 2.
Very truly yours,
PricewaterhouseCoopers LLP
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