UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)1
America First Financial Fund 1987-A Limited Partnership
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(Name of Issuer)
Beneficial Unit Certificates
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(Title of Class of Securities)
023913106
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(Cusip Number)
Daniel R. Tisch
c/o Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
- --------
1 The remainder of this cover page shall be filled out for a reporting
persons's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.).
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 023913106 Page 2 of 6 Pages
--------- --- ---
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 493,750
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 493,750
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
493,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
<PAGE>
This Amendment No. 2 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on July 16, 1997, as amended September
17, 1997 (the "Schedule 13D") by Mentor Partners, L.P., a Delaware limited
partnership (the "Partnership"), relating to the Beneficial Unit Certificates
(the "Shares") of America First Financial Fund 1987-A Limited Partnership, a
Delaware limited partnership (the "Company"). Capitalized terms used and not
defined herein shall have the meanings assigned to such terms in the Schedule
13D.
Item 3. Source and amount of Funds of Other Consideration.
The information set forth in Item 3 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
The $18,799,120.25 used to purchase Shares of the Company for the
Partnership came from the Partnership's working capital, which may at any given
time include funds borrowed in the ordinary course of business activities from
margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 of the Schedule 13D is hereby amended
and supplemented by adding the following information to the respective
paragraphs thereof:
Page 3 of 7 Pages
<PAGE>
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 493,750 Shares of the Company (or approximately 8.2% of the Company's
Beneficial Unit Certificates outstanding on October 10, 1997) based on the
number of 6,010,589 Shares then outstanding as set forth in the Company's most
recent filing with the Securities and Exchange Commission.
(c) Except as set forth in Exhibit A, which is hereby incorporated herein
by reference, no transactions in the Shares have been effected during the past
sixty days by the Partnership or, to its best knowledge, any of the Control
Persons.
Page 4 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 14, 1997
----------------
(Date)
/s/ Daniel R. Tisch
-------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
---------------------
(Name/Title)
Page 5 of 7 Pages
<PAGE>
EXHIBIT A
Acquisitions of Shares by the Partnership
During the Past Sixty Days
--------------------------
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
Partnership August 13, 1997 6,700 261,333.50 39.005
August 26, 1997 11,700 456,358.50 39.005
August 28, 1997 1,000 39,067.50 39.068
August 29, 1997 6,700 262,108.69 39.121
September 2, 1997 2,000 78,260.00 39.130
September 5, 1997 4,000 159,400.00 39.850
September 5, 1997 5,800 231,929.24 39.988
September 9, 1997 8,600 342,968.00 39.880
September 15, 1997 2,250 90,877.50 40.390
September 15, 1997 3,800 152,693.88 40.183
September 16, 1997 2,800 113,564.08 40.559
September 17, 1997 14,300 582,459.02 40.731
September 18, 1997 10,000 412,400.00 41.240
September 18, 1997 1,300 53,794.00 41.380
September 19, 1997 5,400 224,802.00 41.630
September 19, 1997 2,300 95,099.02 41.347
September 24, 1997 5,000 207,525.00 41.505
September 26, 1997 2,500 104,137.50 41.655
September 26, 1997 (10,000) (419,061.02) 41.938
September 29, 1997 7,000 291,585.00 41.655
September 30, 1997 500 20,827.50 41.655
October 1, 1997 5,000 208,900.00 41.780
October 3, 1997 (5,000) (216,725.00) 43.345
October 6, 1997 4,500 193,072.50 42.905
October 7, 1997 3,100 133,424.00 43.040
Page 6 of 7 Pages
<PAGE>
October 7, 1997 1,700 72,938.50 42.905
October 8, 1997 3,000 129,090.00 43.030
October 9, 1997 8,000 344,240.00 43.030
October 10, 1997 5,000 213,962.50 42.793
October 13, 1997 2000 85,500.00 42.750
October 13, 1997 29,300 1,253,454.00 42.780
All Shares were purchased in transactions on the NASDAQ National Market.
Page 7 of 7 Pages
