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
[ ] Definitive Proxy Statement Commission Only (as permitted by
[X] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies.
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transactions:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Ex-
change 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 this filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[Letter to holders of the Registrant's BUCs]
[On Letterhead of America First Financial Corp.]
October 31, 1997
Dear BUC Holder:
America First Financial Fund 1987-A Limited Partnership
("America First") is seeking the written consent of holders of
beneficial unit certificates ("BUC Holders") to a proposed merger
(the "Merger") of America First's wholly-owned thrift holding com-
pany, America First Eureka Holdings, Inc. ("Eureka Holdings"), and
Bay View Capital Corporation ("Bay View"), the subsequent distri-
bution of America First's assets (net of expenses and reserves for
certain liabilities) (the "Distribution"), and the dissolution of
America First (the "Dissolution").
THIS IS A REMINDER THAT THE DEADLINE IS FAST APPROACHING
FOR GRANTING OR WITHHOLDING YOUR CONSENT TO THE PROPOSED TRANSAC-
TIONS. IN ORDER TO BE VALID, CONSENTS MUST BE RECEIVED BY MACKEN-
ZIE PARTNERS BY 5:00 P.M. E.S.T. ON NOVEMBER 10, 1997. IF YOU
HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN COMPLETING THE CONSENT
CARD, PLEASE CALL MACKENZIE PARTNERS AT (800) 322-2885.
On October 23, 1997, Bay View announced that its share-
holders have approved the Merger. We are excited by the op-
portunity presented by these transactions. At the time we negoti-
ated the proposed Merger, America First hoped that the market
would recognize the strategic advantage of a combination between
Bay View and Eureka Holdings. Rather than fix the merger consid-
eration that America First would receive based upon the market
price of Bay View Common Stock on May 8, 1997, the date we signed
the Merger Agreement, we negotiated for a formula that will allow
America First and the BUC Holders to get the benefit of apprecia-
tion in Bay View's stock price above a $26 trading level. As ex-
plained in the Joint Proxy Statement/Prospectus dated October 10,
1997, the Merger Consideration will be fixed based upon the aver-
age closing sale price of one share of Bay View Common Stock dur-
ing the 20 consecutive full trading days ending on the fifth busi-
ness day immediately prior to the closing date of the Merger (the
"Average Bay View Stock Price"). The closing sale price of the
Bay View Common Stock on The Nasdaq Stock Market on October 30,
1997 was $30.25 per share, as compared to a closing price of
$25 7/8 per share (as adjusted for a subsequent stock split) on
May 7, 1997, the last trading day preceding the announcement of
our transaction.
As is set forth on page 43 of the Joint Proxy Statement/
Prospectus, the Total Stock Consideration and the Net Cash Consid-
eration will be distributed to the BUC Holders and the General
Partner on a proportionate basis in accordance with the partner-
ship agreement. The exact amount of consideration available for
distribution cannot be determined until trading closes on the
fifth business day immediately prior to the Closing Date. The
following chart sets forth estimated amounts of consideration to
be received by the BUC Holders and the General Partner at various
levels of Average Bay View Stock Price:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Average Bay View Stock Price.......... $ 18.90 $ 21.00 $ 26.00 $ 30.00 $ 35.00 $ 40.00
Number of Bay View Shares
Distributed......................... 11,111,111 10,000,000 8,076,923 8,076,923 8,076,923 8,076,923
Total Stock Consideration............. 210,000,000 210,000,000 210,000,000 242,307,690 282,692,305 323,076,920
Total Cash Consideration.............. 90,000,000 90,000,000 90,000,000 90,000,000 90,000,000 90,000,000
Merger Consideration.................. 300,000,000 300,000,000 300,000,000 332,307,690 372,692,305 413,076,920
Less FDIC Payout...................... (12,800,000) (12,800,000) (12,800,000) (12,800,000) (12,800,000) (12,800,000)
Less Admin. Expenses and Reserves..... (2,100,000) (2,100,000) (2,100,000) (2,100,000) (2,100,000) (2,100,000)
Net Cash and Total Stock
Consideration....................... 285,100,000 285,100,000 285,100,000 317,407,690 357,792,305 398,176,920
General Partner's Distribution........ 36,653,002 36,653,002 36,653,002 44,729,924 54,826,078 64,922,232
BUC Holders' Distribution............. 248,446,999 248,446,999 248,446,999 272,677,766 302,966,227 333,254,689
Number of Bay View Shares per BUC..... 1.610931 1.449838 1.171023 1.154413 1.137869 1.124680
Cash per BUC.......................... $ 10.8883 $ 10.8883 $ 10.8883 $ 10.7338 $ 10.5800 $ 10.4574
Bay View Stock Value per BUC.......... $ 30.4466 $ 30.4466 $ 30.4466 $ 34.6324 $ 39.8254 $ 44.9872
Total Value per BUC................... $ 41.3349 $ 41.3349 $ 41.3349 $ 45.3662 $ 50.4054 $ 55.4446
</TABLE>
The "Total Value per BUC" increases by $1.0078 for each $1.00
increase in the Average Bay View Stock Price over $26 per
share.<PAGE>
The foregoing estimates are subject to a number of
factors, including, without limitation, the Average Bay View
Stock Price, the amount of liabilities, obligations, expenses
and other available assets of America First at the time of
the Distribution (including the amount determined to be owed
to the FDIC, which is currently estimated to be in the range
of $8.5 million to $12.8 million), and the amount of reserves
that the General Partner deems reasonably necessary for any
contingent or unforeseen liabilities of America First. The
calculation of the amount of the Distribution to be received
by the General Partner and the BUC Holders will be validated
by the accounting firm of KPMG Peat Marwick.
YOU ARE URGED TO CAREFULLY REVIEW THE JOINT PROXY
STATEMENT/PROSPECTUS FOR A FULL DESCRIPTION OF THE PROPOSED
TRANSACTIONS. SUBJECT TO THE APPROVAL OF THE BUC HOLDERS, WE
CONTINUE TO ANTICIPATE THAT A CLOSING OF THE MERGER WILL
OCCUR ON EITHER DECEMBER 31, 1997 OR JANUARY 2, 1998 AND THAT
THE DISTRIBUTION WILL OCCUR IMMEDIATELY AFTER THE
CONSUMMATION OF THE MERGER.
If you have already granted your consent to these
transactions and determine to revoke your consent, you may do
so by delivering a signed, written revocation of consent to
MacKenzie Partners by 5:00 p.m. E.S.T. on November 10, 1997.
For the reasons set forth at length in the Joint
Solicitation Statement/Prospectus, the Eureka Holdings Board
of Directors and the General Partner have unanimously
approved the Merger Agreement and the transactions
contemplated thereby and have determined that the proposed
Merger, the Distribution and the Dissolution, are fair to,
and in the best interests of, Eureka Holdings, America First
and the BUC Holders. ACCORDINGLY, THE BOARD OF DIRECTORS OF
EUREKA HOLDINGS AND THE GENERAL PARTNER UNANIMOUSLY RECOMMEND
A CONSENT TO THE MERGER, THE DISTRIBUTION AND THE
DISSOLUTION.
We thank you for your prompt attention to this important
matter.
Sincerely,
America First Capital Associates
Limited Partnership Five,
General Partner
By: AFCA-5 Management Corporation,
General Partner
/s/ George H. Krauss
George H. Krauss
Chairman of the Board
and Secretary
