8-K 1 aproz8kmerger.htm

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

Date of Report (Date of earliest event reported):

November 11, 2002

AMERICA FIRST APARTMENT INVESTORS, L.P.

(Exact name of registrant as specified in its charter)

Delaware 000-20737

(State of Formation) (Commission File Number)

47-0797793

(IRS Employer Identification Number)

1004 Farnam Street, Suite 400

Omaha, Nebraska 68102

(Address of principal executive offices) (Zip Code)

(402) 444-1630

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Item 5. Other Events.

On November 11, 2002, the holders of a majority of the limited partnership interests (known as BUCs) of America First Apartment Investors, L.P. (NASDAQ: APROZ) (the "Partnership") approved the merger of the Partnership with and into America First Apartment Investors, Inc. (NASDAQ: APRO) (the "Corporation"), a newly-formed Maryland corporation that will operate as a real estate investment trust.

As a result of the merger, each outstanding BUC of the Partnership will be converted into one fully paid and nonassessable share of common stock, $.01 par value, of the Corporation. 5,023,067 shares of common stock of the Corporation will be issued to BUC holders in connection with the merger. In addition, 50,738 shares of common stock of the Corporation will be issued to America First Capital Associates Limited Partnership Four in exchange for its general partnership interest in the Partnership.

Attached hereto as Exhibit 99 is a press release issued by the Partnership on November 12, 2002 regarding the approval of the merger with the Corporation by the BUC holders of the Partnership.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICA FIRST APARTMENT INVESTORS, L.P.,

BY AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP FOUR, its General Partner

BY AMERICA FIRST COMPANIES L.L.C., its General Partner

By /s/ Lisa Y. Roskens

Lisa Y. Roskens, President and Chief Executive Officer

Dated: November 12, 2002

EXHIBIT 99

PRESS RELEASE FOR IMMEDIATE RELEASE

November 12, 2002 OMAHA METRO

CONTACT: Maurice Cox NASDAQ: APROZ
(402) 444-1630

AMERICA FIRST APARTMENT INVESTORS, L.P.

Announces Approval of Merger

(Omaha, NE)

America First Apartment Investors, L.P. (NASDAQ: APROZ) announced today that the holders of its limited partnership interests (known as BUCs) approved the merger of America First Apartment Investors, L.P. with and into America First Apartment Investors, Inc. (NASDAQ:APRO), a newly formed Maryland corporation that will operate as a real estate investment trust.

Lisa Roskens, President and CEO of APROZ stated "We are pleased that investors have shown their support for the conversion from a limited partnership to a REIT. We're particularly pleased with the wide margin of support."

AMERICA FIRST APARTMENT INVESTORS LP 8-K