FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 22, 1995
AMERICA FIRST PARTICIPATING/PREFERRED EQUITY MORTGAGE FUND
(Exact name of registrant as specified in its charter)
Nebraska 0-15665
(State of Formation) (Commission File Number)
47-0700551
(IRS Employer Identification Number)
AMERICA FIRST PARTICIPATING/PREFERRED EQUITY
MORTGAGE FUND LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 0-15854
(State of Formation) (Commission File Number)
47-0700550
(IRS Employer Identification Number)
Suite 400, 1004 Farnam Street,
Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrants' telephone number, including area code)
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Item 5. Other Events. On May 22, 1995, the America First
Participating/Preferred Equity Mortgage Fund (the "Fund") entered into a
Second Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement") for Harmony Bay Associates ("Harmony Bay"), a Georgia limited
partnership which owns Harmony Bay Apartments in Roswell, Georgia. Pursuant
to the amendment to the Partnership Agreement Holcomb 400, Ltd, the former
general partner of Harmony Bay, has withdrawn as general partner and become a
limited partner and GP Successor Corporation, a Nebraska corporation, has been
admitted as the sole general partner of Harmony Bay. As a result of the
amendments made to the Partnership Agreement, the Fund will be entitled to all
distributions of Net Cash Flow (as defined in the Partnership Agreement) after
the payment of certain fees and the repayment of certain borrowings until the
Fund has received distributions of Net Cash Flow and/or Net Sale or
Refinancing Proceeds from the date of the Partnership Agreement equal to
$1,000,000. Distributions of Net Cash Flow thereafter will be made 50% to
Fund and 50% to Holcomb 400, Ltd. In addition, the Fund will be entitled to
all distributions of Net Sale or Refinancing Proceeds (as defined in the
Partnership Agreement) until it has received total distributions of Net Cash
Flow and Net Sale or Refinancing Proceeds from the date of the Partnership
Agreement equal to $1,000,000. Thereafter, distributions of Net Sale or
Refinancing Proceeds, after the payment of certain fees and the repayment of
certain borrowings, will be made 50% to the Fund and 50% to Holcomb 400, Ltd.
In addition, as of May 22, 1995, the Fund withdrew as a limited partner
of Moonraker Associates, Ltd. ("Moonraker"), a Georgia limited partnership
which owns Moonraker Apartments in Marietta, Georgia and assigned its entire
interest in Moonraker to BMV Partners, Ltd., a Georgia limited partnership
which serves as general partner of Moonraker. Accordingly, the Fund no longer
has an equity interest in Moonraker. The Fund had previously written off its
entire equity interest in Moonraker and, accordingly, the Fund will not
realize a loss from its withdrawal of Moonraker.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrants have each duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICA FIRST PARTICIPATING/
PREFERRED EQUITY MORTGAGE FUND
By America First Participating/
Preferred Equity Mortgage
Fund Limited Partnership,
managing general partner
By America First Capital
Associates Limited Partnership
Three, general partner
By America First Companies L.L.C, general
partner
By
Michael Thesing, Vice President
AMERICA FIRST PARTICIPATING/
PREFERRED EQUITY MORTGAGE
FUND LIMITED PARTNERSHIP
By America First Capital
Associates Limited Partnership
Three, general partner
By America First Companies L.L.C, general
partner
By
Michael Thesing, Vice President
June 1, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrants have each duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICA FIRST PARTICIPATING/
PREFERRED EQUITY MORTGAGE FUND
By America First Participating/
Preferred Equity Mortgage
Fund Limited Partnership,
managing general partner
By America First Capital
Associates Limited Partnership
Three, general partner
By America First Companies L.L.C, general
partner
By /s/ Michael Thesing
Michael Thesing, Vice President
AMERICA FIRST PARTICIPATING/
PREFERRED EQUITY MORTGAGE
FUND LIMITED PARTNERSHIP
By America First Capital
Associates Limited Partnership
Three, general partner
By America First Companies L.L.C, general
partner
By /s/ Michael Thesing
Michael Thesing, Vice President
June 1, 1995
