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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 2)
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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
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NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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 Units
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 of cash, estimated only for purposes of computing the
filing fee, to be distributed to security holders assuming sale of all of the
properties of the Registrant for $____)
4) Proposed maximum aggregate value of transaction:
$____ (aggregate amount of cash, estimated only for purposes of computing the
filing fee, to be distributed to security holders assuming sale of all of the
properties of the Registrant for $____)
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.:
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3) Filing Party:
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4) Date Filed:
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MORTGAGE Q&A
Q. Why isn't the company recommending the liquidation of the Government
Mortgage program like it is for other partnerships?
A. In the case of other partnerships, the General Partners have concluded that
it is unlikely that investors would achieve a greater return on their investment
by continuing their operation. The picture is not clear for the Government
Mortgage program. The General Partners cannot be certain whether investors
would achieve a better return by liquidating now, or by postponing liquidation
in the hope that the participation rights would improve the returns. If the
Mortgage Plus partnership is not liquidated now, investors may continue to
receive distributions, but there can be no assurance that the amount of the
distributions and later sale will equal or exceed the return that would be
obtained if the assets were sold now.
By offering investors the chance to receive the balance of their investment
through the settlement, investors increase their liquidity and get the chance to
make alternative investments that they believe may generate more favorable
returns than they might otherwise enjoy through continuation of the Government
Mortgage program.
Q. What if I do not think liquidation of Government Mortgage is a good idea?
A. If you do not want to see Government Mortgage liquidated and are
considering voting against liquidation, you can do so when the final consent
solicitation materials are sent. However, you do not have to exclude yourself
from the class or object to the settlement. If you remain in the class and the
settlement is approved but the limited partners vote against liquidation, New
York Life may nevertheless elect to keep Government Mortgage in the
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settlement and pay you the amount of the enhancement provided under the
settlement.
Q. The estimated settlement payment on my Statement of Eligibility for
Government Mortgage is very different from the "Investment" amount reported on
my annual and quarterly statements. Why the difference?
A. Your quarterly and annual statements report the amount you invested after
New York Life had returned about 51% of your original investment back in 1992.
It does not reflect sales charges that you paid as part of your investment and
some additional repayments of principal that you received as part of quarterly
distributions.
The estimated settlement payment on your Statement of Eligibility reflects
these amounts. It also reflects a small amount of money that is part of a
working capital reserve that is not included in your quarterly and annual
statements.
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