SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as Permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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AMERICA FIRST PREP FUND 2 PENSION SERIES
LIMITED PARTNERSHIP
(Name of Registrant as Specified in its Charter)
-----------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Dated Filed:
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AMERICA FIRST COMPANIES
1004 FARNAM STREET
OMAHA, NEBRASKA 68102
TELEPHONE (402) 444-1630
[AMERICA FIRST LOGO]
Date: ____________, 1998
Dear _____________,
Thank you for promptly casting your vote regarding the proposed merger of
America First PREP 2 Pension Fund into America First Mortgage Investments,
Inc., a newly formed Mortgage REIT.
You voted not to participate in the new REIT, indicating that you wished to
retain your position in America First PREP 2 Pension Fund. A number of your
fellow unitholders who voted "YES" to retain their current position in America
First PREP 2 Pension Fund did not realize that by voting "YES" on the Retention
Option Form for the retention option that they excluded themselves from
participating in the new REIT. By not participating in the new REIT, they will
continue to receive Form K-1s and will not have the liquidity resulting from
the shares of common stock of the new REIT being traded on the New York Stock
Exchange, following the merger. For further information regarding the
retention option and the risks and benefits of the merger, please refer to the
Consent Solicitation Statement/Prospectus.
If you do not wish to change your current election, not to participate in the
proposed merger, simply discard this notice.
To be a valid revocation of your previous election, the enclosed Retention
Option Form must be received by April 9, 1998. Please complete, sign, date and
return the enclosed Retention Option Form using the enclosed postage-paid
envelope or follow the other delivery instructions set forth in the last
paragraph of the enclosed form.
Sincerely,
Maurice E. Cox, Jr.
Executive Vice President
Enclosure
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