SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 2, 1998
Date of Report (Date of earliest event reported)
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
(Exact name of registrant as specified in Charter)
DELAWARE 0-16918 47-0713310
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The information set forth under Item 5, below, is
incorporated by reference herein in its entirety.
ITEM 5. OTHER EVENTS
On January 2, 1998, America First Eureka Holdings,
Inc. (the "Company"), a Delaware corporation and a wholly
owned subsidiary of America First Financial Fund 1987-A Lim-
ited Partnership (the "Partnership"), a Delaware limited
partnership, was merged with and into Bay View Capital Corpo-
ration, a Delaware corporation ("Bay View"), pursuant to the
Agreement and Plan of Merger, dated as of May 8, 1997, by and
among the Company, the Partnership, America First Capital As-
sociates Limited Partnership Five (the general partner of the
Partnership) and Bay View. In the merger, the Partnership
received $90 million and 8,076,923 shares of common stock of
Bay View.
On January 2, 1998, the Partnership distributed (i)
approximately $70.4 million and 6,839,539 shares of Bay View
common stock to its BUC Holders and (ii) $ 12.3 million and
1,237,384 shares of Bay View common stock to its general
partner. The Partnership paid $10.0 million, and EurekaBank
paid approximately $11.5, to the Federal Deposit Insurance
Corporation (the "FDIC") to redeem preferred stock of Eureka-
Bank held by the FDIC and in satisfaction of certain contrac-
tual obligations of the Partnership and its subsidiaries.
A copy of a press release dated January 2, 1997 an-
nouncing completion of the merger and the making of the dis-
tribution is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information.
The required pro forma financial information is filed as
Exhibit 99.2 hereto and is incorporated herein by reference.
-2-<PAGE>
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit No. Description
99.1 Press Release dated January 2, 1998.
99.2 Pro Forma Financial Statements
-3-<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this re-
port to be signed on its behalf by the undersigned hereunto
duly authorized.
AMERICA FIRST FINANCIAL FUND
1987-A LIMITED PARTNERSHIP
By: America First Capital As-
sociates Limited Partnership
Five, General Partner of the
Registrant
By: AFCA-5 Management Corpora-
tion, General Partner of
America First Capital As-
sociates Limited Partnership
Five
Dated: January 16, 1998 By: \s\ George H. Krauss
George H. Krauss
Chairman of the Board of
Directors and Secretary<PAGE>
EXHIBIT INDEX
Exhibits.
99.1 Press Release dated January 2, 1998.
99.2 Pro Forma Financial Statements
Exhibit 99.1
Bay View Capital Corp. Completes its Acquisition of America
First Eureka Holdings Inc. and EurekaBank
January 2, 1998
SAN MATEO, Calif.--(BUSINESS WIRE)--Jan. 2, 1998--Bay View
Capital Corp. (NASDAQ:BVCC) ("the Company") today announced the
completion of its acquisition of America First Eureka Holdings
Inc. ("AFEH") and its wholly owned subsidiary, EurekaBank.
Pursuant to the merger agreement, the company today delivered
$90 million in cash and 8,076,923 shares of the company's
common stock to America First Financial Fund 1987-A ("AFFF"),
the sole shareholder of AFEH.
The number of shares issued was based on the average value of
the company's stock for the 20 full trading days ending on the
fifth business day prior the merger closing date, not to exceed
$26 per share. Based on the average value of $34.3031 during
this period, the number of shares was determined by dividing
the $210 million stock portion of the purchase price by $26 per
share.
Edward H. Sondker, the company's President and Chief Executive
Officer, stated: "This is a significant milestone for our
company, now the largest deposit franchise of any financial
institution operating exclusively in the BAY Area. We welcome
our many new customers, employees and shareholders and promise
to remain committed to enhancing shareholder value."
EurekaBank Integration
The company also announced that EurekaBank will initially
operate under its own name. The company anticipates that by
May 31, 1998, the systems and products of EurekaBank and Bay
View Bank will be fully integrated at which time all EurekaBank
branches will convert to Bay View Bank branches.
Goodwill Generated From Merger
Based on the closing share price of the company's common stock
on Dec. 31, 1997, of $36.25 per share, this transaction is
valued at approximately $383 million. The company originally
estimated and disclosed that the goodwill generated from this
merger, accounted for under the purchase method of accounting,
would approximate $112 million. The company also disclosed
that no additional goodwill would be created to the extent the<PAGE>
average value of the company's stock exceeded $26 per share.
The company is currently in the process of evaluating the fair
value of the assets acquired and liabilities assumed today to
determine the final goodwill amount.
AFFF Distribution
AFFF will make a liquidating distribution of all of the
company's stock and cash held by AFFF to the general and
limited partners of AFFF in accordance with their interest in
AFFF. Beneficial Unit Certificate ("BUC") holders of record on
Jan. 2, 1998, will receive cash in the amount of $11.3553 and
1.137915 shares of Bay View Capital Corp. common stock for each
BUC. The distribution will occur on or about Jan. 5, 1998.
BUC holders will receive cash in lieu of any fractional shares
of Bay View Capital Corp. common stock that they would
otherwise receive in the distribution. The shares of Bay View
Capital Corp. common stock issued in conjunction with the
transaction will trade on a when-issued basis effective today
under the NASDAQ symbol BVCCV until the shares have been
distributed.
As disclosed in the proxy material, there will be a $2.1
million reserve maintained by AFFF for partnership wind-up
expenses. After Jan. 2, 1998, the BUCs will cease trading on
NASDAQ. AFFF, however, will not be liquidated until sometime
later in the first quarter of 1998. At that time, after all
the final expenses have been accounted for, there will be a
final distribution of cash made to all BUC holders. While it
is impossible to determine the exact amount of the cash
distribution at this time, the current estimate of this final
distribution is approximately $0.15 per BUC.
Bay View Capital Corp. is a diversified financial services
holding company for Bay View Bank, including EurekaBank, Bay
View Credit (formerly California Thrift & Loan), Ultra Funding
Inc. And Concord Growth Corp.
Exhibit 99.2
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
AND SUBSIDIARY
PRO FORMA FINANCIAL INFORMATION
(unaudited)
On January 2, 1998 the Partnership disposed of its investment
in America First Eureka Holdings, Inc. for $80 million cash and
8,076,923 shares of Bay View Capital Corporation stock
resulting in a gain to the Partnership of approximately $192.5
million. Simultaneously, the Partnership distributed $80.6
million cash and the 8,076,923 shares of Bay View stock to the
General Partner and Beneficial Unit Certificate (BUC) Holders.
BUC Holders received $68.3 million cash and 6,839,539 shares of
Bay View stock and the General Partner received $12.3 million
cash and 1,237,384 shares of Bay View stock.
The pro forma balance sheet of the Partnership has been
prepared as if the disposition of America First Eureka
Holdings, Inc. and the resulting distribution of sale proceeds
occurred on September 30, 1997. The pro forma statements of
operations of the Partnership for the year ended December 31,
1996 and for the nine months ended September 30, 1997, assume
that the disposition and resulting distribution occurred on
January 1, 1996. Subsequent to the disposition and resulting
distribution, $2.1 million of cash remains in the Partnership.
Any cash remaining after the payment of liquidation expenses
will be distributed to the BUC Holders and General Partner upon
termination of the Partnership.
These pro forma financial statements do not purport to
represent what the Partnership's financial position or results
of operations would actually have been if the disposition in
fact had occurred on such dates or at the beginning of such
periods or the Partnership's financial position or results of
operation for any future date or period.<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
AND SUBSIDIARY
PRO FORMA BALANCE SHEET
September 30, 1997
(dollars in thousands)
(unaudited)
Pro Forma Pro
Historical Adjustments Forma
----------------------------------
Assets
Cash and amounts due from
depository institutions 39,249 (37,149) 2,100
Federal funds sold 24,900 (24,900) 0
Securities purchased under
agreements to resell 38,415 (38,415) 0
Mortgage-backed securities, net
Held to maturity 506,779 (506,779) 0
Available-for-sale 41,285 (41,285) 0
Loans receivable, net 1,524,335 (1,524,335) 0
Loans held for sale 1,551 (1,551) 0
Accrued interest receivable 12,834 (12,834) 0
Premises and equipment, net 8,394 (8,394) 0
Federal Home Loan Bank stock,
at cost 20,236 (20,236) 0
Real estate held for sale or
investment, net 1,328 (1,328) 0
Real estate owned, net 1,958 (1,958) 0
Deferred tax assets, net 22,053 (22,053) 0
Other assets 7,200 (4,755) 2,445
----------------------------------
Total Assets 2,250,517 (2,245,972) 4,545
==================================
Liabilities and Partners' Capital
Customer deposits 1,965,961 (1,965,961) 0
Other borrowings 68,481 (68,481) 0
Distributions payable 2,437 2,437
Other liabilities and accrued
expenses 16,217 (16,102) 115
----------------------------------
Total Liabilities 2,053,096 (2,050,544) 2,552
----------------------------------<PAGE>
Pro Forma Pro
Historical Adjustments Forma
----------------------------------
Redeemable Preferred Stock 9,153 (9,153) 0
Partners' Capital
General Partner 11,520 (11,022) 498
Beneficial Unit Certificate (BUC)
Holders
6,010,589 BUCs authorized,
issued and outstanding 176,748 (175,253) 1,495
----------------------------------
Total Partners' Capital 188,268 (186,275) 1,993
----------------------------------
----------------------------------
Total Liabilities and Partners
Capital 2,250,517 (2,245,972) 4,545
==================================
BUC Holders capital per BUC 29.41 (29.16) 0.25
==================================<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
AND SUBSIDIARY
PRO FORMA STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1997
(dollars in thousands except per BUC amounts)
(unaudited)
Pro Forma Pro
Historical Adjustments Forma
----------------------------------
Interest Income
Interest and fees on loans 83,408 (83,408) 0
Interest on mortgage-backed
securities 32,117 (32,117) 0
Interest and dividends on
investment 2,298 (2,181) 117
----------------------------------
Total interest income 117,823 (117,706) 117
----------------------------------
Interest expense
Interest on deposits 66,375 (66,375) 0
Interest on borrowings 3,928 (3,928) 0
Preferred Stock accretion 1,405 (1,405) 0
----------------------------------
Total interest expense 71,708 (71,708) 0
----------------------------------
Net interest income before provision
for loan losses 46,115 (45,998) 117
Provision for loan losses 752 (752) 0
----------------------------------
Net interest income after provision
for loan losses 45,363 (45,246) 117
----------------------------------
Non-interest income
Deposit related fees 1,399 (1,399) 0
Loan related fees 906 (906) 0
Gain on disposition of loans, net 234 (234) 0
Other income 5,090 (5,090) 0
----------------------------------
Total non-interest income 7,629 (7,629) 0
----------------------------------<PAGE>
Pro Forma Pro
Historical Adjustments Forma
----------------------------------
Non-interest expense
Compensation and benefits 18,371 (18,208) 163
Occupancy and equipment 5,934 (5,934) 0
FDIC premiums and special
assessments 1,151 (1,151) 0
Professional services 1,455 (1,448) 7
Advertising and promotion 883 (883) 0
Provision for loss (recovery) on
interest rate exchange
agreements 17 (17) 0
Other expense 6,427 (6,267) 160
----------------------------------
Total non-interest expense 34,238 (33,908) 330
----------------------------------
Income (loss) before income taxes 18,754 (18,967) (213)
Provision for income taxes (960) 960 0
Income tax benefit 0 0 0
----------------------------------
Net income (loss) 17,794 (18,007) (213)
==================================
Net income (loss) per BUC 2.56 (2.59) (0.03)
==================================
Number of BUCs outstanding 6,010,589 6,010,589 6,010,589
===================================<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
AND SUBSIDIARY
PRO FORMA STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1996
(dollars in thousands except per BUC amounts)
(unaudited)
Pro Forma Pro
Historical Adjustments Forma
----------------------------------
Interest Income
Interest and fees on loans 107,157 (107,1570 0
Interest on mortgage-backed
securities 50,161 (50,161) 0
Interest and dividends on
investment 4,680 (4,565) 115
----------------------------------
Total interest income 161,998 (161,883) 115
----------------------------------
Interest expense
Interest on deposits 81,982 (81,982) 0
Interest on borrowings 19,689 (19,689) 0
Preferred Stock accretion 0 0 0
----------------------------------
Total interest expense 101,671 (101,671) 0
----------------------------------
Net interest income before provision
for loan losses 60,327 (60,212) 115
Provision for loan losses 965 (965) 0
----------------------------------
Net interest income after provision
for loan losses 59,362 (59,247) 115
----------------------------------
Non-interest income
Deposit related fees 1,900 (1,900) 0
Loan related fees 1,379 (1,379) 0
Gain on disposition of loans, net 307 (307) 0
Other income 4,814 (4,814) 0
----------------------------------
Total non-interest income 8,400 (8,400) 0
----------------------------------<PAGE>
Pro Forma Pro
Historical Adjustments Forma
----------------------------------
Non-interest expense
Compensation and benefits 21,767 (21,550) 217
Occupancy and equipment 8,349 (8,349) 0
FDIC premiums and special
assessments 15,089 (15,089) 0
Professional services 1,385 (1,380) 5
Advertising and promotion 1,107 (1,107) 0
Provision for loss (recovery) on
interest rate exchange
agreements (332) 332 0
Other expense 9,855 (9,656) 199
----------------------------------
Total non-interest expense 57,220 (56,799) 421
----------------------------------
Income (loss) before income taxes 10,542 (10,848) (306)
Provision for income taxes 0 0 0
Income tax benefit 20,870 (20,870) 0
----------------------------------
Net income (loss) 31,412 (31,718) (306)
==================================
Net income (loss) per BUC 4.48 (4.52) (0.04)
==================================
Number of BUCs outstanding 6,010,589 6,010,589 6,010,589
===================================
