<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amemdment No. 1)
<TABLE>
<S> <C>
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 Section 240.14a-11(c) or
Section 240.14a-12
</TABLE>
NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
<TABLE>
<S> <C> <C>
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).
/ / 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:
Units of Depositary Receipts Representing Assigned Limited Partner Interests
2) Aggregate number of securities to which transaction applies:
8,168,457.7
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):
$ (aggregate amount to be distributed to security holders)
4) Proposed maximum aggregate value of transaction:
$ (aggregate amount to be distributed to security holders)
5) Total fee paid:
$
/X/ 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:
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2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------------
4) Date Filed:
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<PAGE>
Changed Pages Only
NEW YORK LIFE
GRIMSHAWE
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CLASS ACTION SETTLEMENT
TELEPHONE SCRIPTS FOR RESPONDING
TO CLASS MEMBER INQUIRIES
(Revised March 29, 1996)
<PAGE>
LIQUIDATION
ARE THE PARTNERSHIPS BEING LIQUIDATED BECAUSE OF THE LAWSUIT?
No. Settlement of the lawsuit provides New York Life with a vehicle for exiting
various limited partnerships. Prior to this lawsuit, New York Life had already
concluded that it would be in the best interests of the limited partners to
liquidate various limited partnerships and to provide investors with some
enhancement to their liquidation payments. With this settlement, New York Life
can achieve these goals and make substantial additional monetary benefits
available to Class Members, as well as avoid time consuming and expensive
litigation.
7
<PAGE>
OBJECTIONS TO OR
COMMENTS ON SETTLEMENT
OBJECTION: A written submission by a Class Member to the Court that states a
disagreement with some aspect of the settlement.
WHAT IS THE DEADLINE FOR OBJECTING?
In order to object to the terms of the settlement, a Class Member must file with
the Court and serve and file an objection with the Court in writing by June 12,
1996, which is 21 days prior to the currently scheduled date of the Final
Hearing.
HOW DO I GO ABOUT RAISING AN OBJECTION?
If a Class Member disagrees with some aspect of the settlement, he or she
must file with the Court and serve a written statement of objection on Lead
Counsel and Defendants' counsel, postmarked no later than June 12, 1996.
The statement of objection must state the objection(s) and the specific
reason(s), if any, for each objection, including any legal support the Class
Member wishes to bring to the Court's attention and any evidence the Class
Member wishes to introduce in support of the objection. The specific
procedures for objecting appear in Section IX of the Notice.
DO I NEED AN ATTORNEY IN ORDER TO OBJECT TO THE SETTLEMENT?
No. There is no requirement that Class Members who want to object must do so
through counsel. If you do not hire an attorney to represent you, you should be
sure to read carefully Section IX of the Notice describing the procedures you
must follow in order to object to the settlement. You should also be aware that
the Court might decline to consider an objection if it does not comply with the
procedures set out in the settlement agreement for raising objections. If you
do hire an attorney to represent you personally, whether for purposes of
objecting to the settlement or for any other reason, you must do so at your own
expense.
IF I FILE A REQUEST FOR EXCLUSION FROM THE SETTLEMENT, CAN I STILL OBJECT TO THE
SETTLEMENT'S TERMS?
No. Class Members who file a request for exclusion from the settlement are not
allowed to object to the settlement's terms.
8
<PAGE>
York Life for the Liquidation Advance it has paid to Class
Members as part of the settlement check; (ii) to establish a
reserve in order to meet any liabilities or obligations that
remain following liquidation of the limited partnerships; and
(iii) to distribute any remaining amounts to class members on a
PRO RATA basis. (Any such distribution would require a SECOND
check to the limited partners for that limited partnership.)
FOURTH: Finally, once a general partner has determined that ALL of a
limited partnership's outstanding liabilities and obligations
have been satisfied, any amounts that remain will be distributed
to limited partners on a PRO RATA basis. (Any such distribution
would require a THIRD check to the limited partners for that
limited partnership.)
WILL I RECEIVE INTEREST ON THE AMOUNTS I RECEIVE FROM THE SETTLEMENT?
No. Provided that the general partners obtain the consent of a majority of
the limited partners in a limited partnership, each limited partner in that
partnership will receive cash payments designed to ensure that he or she
receives a return of at least 100% of his or her original investment. The
settlement does not provide for additional interest on these payments.
I WAS PROMISED A RETURN OF X% ON MY INVESTMENT. WHY SHOULD I SETTLE FOR THE
RETURN OF MY INITIAL INVESTMENT?
Attorneys representing every Class Member, including you, negotiated extensively
on behalf of the class to achieve what they determined was a fair, adequate and
reasonable settlement. Although New York Life and the other defendants have not
admitted to any wrongdoing, they felt that the settlement constituted a
reasonable course of action that avoided the disruption and expense of
litigation, and that was otherwise in the best interests of the limited
partners. An investor's decision whether to participate in the settlement is a
choice only the investor can make. New York Life is happy to answer questions
you may have about the settlement and to provide information about the options
available to you.
WHAT IF I INVESTED IN MORE THAN ONE PARTNERSHIP?
You are eligible for relief under the settlement for EACH limited partnership in
which you invested. Thus, if you are eligible to receive a Refund or an
Enhancement with respect to one limited partnership, it will not prevent you
from also receiving a Refund or Enhancement with respect to another Limited
Partnership, PROVIDED, HOWEVER, that the requisite consent to liquidation is
obtained from the limited partnership's limited partners.
14
