<PAGE>
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 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
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)
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
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:
__________________________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
3) Filing Party:
__________________________________________________________________
4) Date Filed:
__________________________________________________________________
<PAGE>
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
- ---------------------------------------------
EVELYN SHEA, ANN GRIMSHAWE and
on behalf of themselves and all others
similarly situated,
Case No. 96-0746-
Plantiffs, CIV-NESBITT
CLASS ACTION
v.
NEW YORK LIFE INSURANCE COMPANY,
NYLIFE INC., NYLIFE EQUITY INC.,
NYLIFE SECURITIES INC., NYLIFE
REALTY INC., CNP REALTY INVESTMENT,
INC., AMERICAN EXPLORATION COMPANY
and AMERICAN EXPLORATION
PRODUCTION COMPANY,
Defendants,
- ---------------------------------------------
To: ALL PERSONS WHO, DURING THE PERIOD FROM JANUARY 1, 1985 THROUGH MARCH
18, 1996, PURCHASED OR OTHERWISE ASSUMED RIGHTS AND TITLE TO INTERESTS
IN THE LIMITED PARTNERSHIPS GENERALLY KNOWN AS NEW YORK LIFE OIL & GAS
PRODUCING PROPERTIES PROGRAM, NYLIFE ENERGY INVESTORS, NYLIFE REALTY
INCOME PARTNERS AND NYLIFE GOVERNMENT MORTGAGE PLUS.
PLEASE TAKE NOTICE that a hearing is to be held on July 3, 1996, at
9:30 a.m., before the Honorable Lenore Nesbitt, United States District Court
for the Southern District of Florida, 301 North Miami Avenue, Miami, Florida
33128-7788. The purpose of the hearing is to consider a proposed settlement
of the class action with the caption shown above. The Court has not yet
finally ruled on the fairness of the proposed settlement. The Court has
determined, however, that this Notice should be distributed to all Class
Members so that they may make their own decisions about whether or not to
remain in the Class and participate in the proposed settlement. Unless you
specifically act to exclude yourself from the Class, you will be bound by the
terms of the settlement, and will be entitled to its benefits if it is
approved by the Court and becomes final.
A DETAILED SETTLEMENT NOTICE (THE "NOTICE") DESCRIBING THE
SETTLEMENT AND THE RIGHTS OF CLASS MEMBERS HAS BEEN MAILED TO ALL CLASS
MEMBERS THAT COULD BE IDENTIFIED FROM AVAILABLE RECORDS. BECAUSE THE
PROPOSED SETTLEMENT AND THE SCHEDULED COURT HEARING MAY AFFECT THE
RIGHTS OF CLASS MEMBERS, IF YOU ARE A MEMBER OF THE CLASS AND HAVE NOT
RECEIVED A COPY OF THE NOTICE, YOU SHOULD IMMEDIATELY OBTAIN A COPY
EITHER BY (i) CALLING 1-800-278-4117, OR (ii) WRITING TO THE SETTLEMENT
ADMINISTRATOR, P.O. BOX 8417, BOSTON, MA 02286-8417.
THE SETTLEMENT CLASS. The Court has certified for settlement purposes, a
Class of individuals who, during the period from January 1, 1985 through
March 18, 1996, purchased or otherwise assumed rights and title to one or
more units of limited partnership interest (the "Proprietary Investment
Units" or "Units") in four series of limited partnership programs generally
known as:
New York Life Oil & Gas Producing Properties Program
NYLIFE Energy Investors
NYLIFE Realty Income Partners
NYLIFE Government Mortgage Plus
The Class does not include persons or entities who signed a document that
released New York Life Insurance Company or its subsidiaries (collectively
"the New York Life Defendants") from any further claims concerning the
Proprietary Investment Units they owned.
OBJECTIVE OF SETTLEMENT. The objective of the settlement is to give investors in
these limited partnership programs an opportunity to receive an amount of
money that, together with the distributions and any payments they have
previously received, will at least equal 100% of the amount they invested in
any particular partnership. The benefits to be made available under the
proposed settlement will depend on several factors, including (i) whether you
currently own units in a limited partnership, (ii) whether you have already
recovered your original investment in the limited partnership, and (iii)
whether the required number of limited partners in your limited partnership
votes to approve liquidation and any proposed modifications to the
partnership agreements. The relief to be made available through the proposed
settlement is described in more detail in Section IV of the Notice.
If all eligible Class Members in all eligible Limited Partnerships
participate in the Settlement, and all of the Limited Partnerships are
authorized to liquidate, based on current estimates, the aggregate settlement
payment will comprise approximately $90 million to guarantee a return of
principal to investors, and approximately $97 million in pre-payments of
liquidation proceeds (which the New York Life Defendants will attempt to
recover from the proceeds when Partnership assets are actually sold).
Co-lead counsel are:
Hanzman Criden Korge & Chaykin, P.A. Goodkind Labaton Rudoff & Sucharow, LLP
200 South Biscayne Blvd. 100 Park Avenue
Suite 2100 New York, New York 10017
Miami, Florida 33131
PRELIMINARY CONSENT SOLICITATION MATERIALS. For investors who currently own
an interest in a limited partnership, preliminary consent solicitation
materials were sent with the Notice. Your right to receive a full return of
your investment will depend on whether authorization to liquidate the
partnership and to adopt any necessary amendments to the partnership
agreements has been obtained by the time the settlement proceedings are
concluded. Final and definitive consent solicitation materials, including a
form of consent, will be sent to the limited partners after regulatory
review. At that time, limited partners will be able to give approval or
disapproval to the matters on which consent is sought. If you currently own
an interest in one of the Limited Partnerships but did not receive the
preliminary consent solicitation materials, you should call 1-800-278-4117 to
request a copy of the materials.
SETTLEMENT CHOICES AND DEADLINES FOR CLASS MEMBERS. If you are a Class
Member, you have the following choices with respect to the proposed
settlement:
- You may remain in the Class and participate in the benefits of the
proposed settlement. If this is what you choose to do, you need not
take any action at this time. Your interests will be represented
without cost to you by counsel for the Class.
- If you remain the Class, you may file with the Court a written
objection to any aspect of the proposed settlement, postmarked by
June 12, 1996.
- You may exclude yourself from the Class by sending a formal, written
request for exclusion, postmarked by June 12, 1996, that complies with
the requirements described in Section VIII of the Notice.
For information concerning how to exercise any of these options, please refer
to the Notice.
INJUNCTION. By Court order, Class Members who do not exclude themselves from
the Class have been enjoined from filing any lawsuit or commencing or
prosecuting any lawsuit, action or arbitration in any jurisdiction based on
or relating to the facts and circumstances underlying the claims and causes
of action in this case. All persons have been enjoined from contacting or
otherwise organizing Class Members who have not excluded themselves from the
Class into a separate class for purposes of asserting as a purported class
action any claim based on or relating to the claims and causes of action, or
the facts and circumstances relating thereto, in this case. In addition,
current Unit owners who do not exclude themselves from the Class have been
enjoined from selling or otherwise transferring their interest in any Unit to
another person except as may occur by operation of law. You may transfer your
Unit(s) only if you agree in writing to be bound by the Release and to waive
any benefits under the settlement. The person to whom you transfer the
Unit(s) will be entitled to the same benefits you would have received if you
had not transferred the Unit(s).
DISMISSAL OF RELATED PROCEEDINGS. This action began as two class action
lawsuits filed against certain of the Defendants on January 11, 1996 in the
District Court of Harris County, Texas, captioned GRIMSHAWE v. NEW YORK LIFE
INSURANCE CO. ET AL. (No. 96-001188) and SHEA v. NEW YORK LIFE INSURANCE CO.
ET AL. (No. 96-001189) (the "Texas Actions"). As part of the proposed
settlement of this action, the Texas Actions were dismissed.
FURTHER INFORMATION. If you have any questions, if you wish to obtain a copy
of the Notice, or if you need further information about the terms of the
settlement, please call 1-800-278-4117.
DO NOT TELEPHONE THE COURT
OR THE CLERK OF THE COURT.
Dated: Miami, Florida
May 9, 1996
Carlos Juenke
Clerk, United States District Court
Southern District of Florida
