UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)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
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)
May 15, 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.
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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 10 Pages
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SCHEDULE 13D
CUSIP No. 023913106 Page 2 of 10 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 336,900
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 336,900
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,900
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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)
5.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
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Item 1. Security and Issuer.
This statement relates to the Beneficial Unit Certificates (the "Shares"),
of America First Financial Fund 1997-A Limited Partnership, a Delaware limited
partnership (the "Company"). The Company's principal executive offices are
located at 1004 Farnam St., Omaha, NE 68102.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership") with respect to Shares of the Company.
The general partner of the Partnership is WTG & Co., L.P., a Delaware limited
partnership (the "General Partner") and the general partner of the General
Partner is D. Tisch & Co., Inc., a Delaware corporation ("D.Tisch & Co."), all
of the common stock of which is owned by Daniel R. Tisch (collectively with D.
Tisch & Co. and the General Partner, the "Control Persons").
The address of the principal offices and principal business of the
Partnership and each of the Control Persons is 500 Park Avenue, New York, New
York 10022.
The Partnership's principal business is investment in securities, primarily
in connection with "merger" (or "risk") arbitrage and, to a lesser extent,
classic arbitrage, including convertible securities arbitrage. The
Page 3 of 10 Pages
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principal business of the General Partner is serving as the general partner of
the Partnership. The sole business of D. Tisch & Co. is serving as the general
partner of the General Partner, and other than such service, D. Tisch & Co. has
no investment or operating history of any kind. Daniel R. Tisch's principal
occupation is that of President and sole Director of D. Tisch & Co., and he is a
United States citizen
Neither the Partnership nor, to its best knowledge, any of the Control
Persons has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws
Item 3. Source and Amount of Funds or Other Consideration.
The $12,403,050.32 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 its business activities
from margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business.
Page 4 of 10 Pages
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Item 4. Purpose of Transaction.
The Partnership acquired the Shares for investment purposes, and only in
the ordinary course of business.
In the ordinary course of business, the Partnership from time to time
evaluates its holdings of securities, and based on such evaluation, the
Partnership may determine to acquire or dispose of securities of specific
issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons
have any present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j), inclusive, of Item
4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 336,900 Shares of the Company (or approximately 5.6% of the Company's
Beneficial Unit Certificates outstanding on March 31, 1997)
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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.
(b) The Partnership (through the Control Persons) has the sole power to
vote, and dispose of, all the Shares beneficially owned by the Partnership.
(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.
(d) Neither the Partnership nor, to its best knowledge, any of the Control
Persons have or know any other person who has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
Shares beneficially owned by the Partnership.
Page 6 of 10 Pages
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.
Except as referred or described above, there are no contracts arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between any of such persons and any other person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership
During the Past Sixty Days.
Page 7 of 10 Pages
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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.
July 15, 1997
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(Date)
/s/
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(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 8 of 10 Pages
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EXHIBIT INDEX
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Exhibit A -- Acquisitions of Shares by the Partnership
During the Past Sixty Days.
Page 9 of 10 Pages
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EXHIBIT A
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Acquisitions of Shares by the Partnership
During the Past Sixty Days
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Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
------ ----------- --------- ----- -----
Partnership May 9, 1997 37,500 1,370,936.25 36.558
May 9, 1997 30,000 1,094,250.00 36.475
May 9, 1997 20,300 741,301.19 36,517
May 12, 1997 86,300 3,175,641.51 36.798
May 12, 1997 67,000 2,445,948.90 36.507
May 13, 1997 15,000 547,125.00 36.475
May 13, 1997 15,000 543,825.00 36.255
May 14, 1997 5,500 198,893.75 36.163
May 14, 1997 13,000 471,315.00 36.255
May 15, 1997 11,400 409,656.72 35.935
May 16, 1997 4,000 143,900.00 35.975
July 11, 1997 15,000 592,500.00 39.500
July 14, 1997 10,000 395,000.00 39.500
July 14, 1997 6,900 272,757.00 39.530
All Shares were purchased in transactions on the NASDAQ National Market.
Page 10 of 10 Pages
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