America First Tax Exempt Investors Lp - Amended Annual Report (10-K/A)
18 Marzo 2008 - 4:06AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 1
to
Form 10-K
|
|
|
(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended
December 31, 2007
|
or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period
from to
|
Commission file number:
000-24843
AMERICA FIRST TAX EXEMPT
INVESTORS, L.P.
(Exact name of registrant as
specified in its Agreement of Limited Partnership)
|
|
|
Delaware
|
|
47-0810385
|
(State or other jurisdiction
of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1004 Farnam Street, Suite 400
Omaha, Nebraska
(Address of principal
executive offices)
|
|
68102
(Zip Code)
|
(402) 444-1630
(Registrants telephone
number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
Beneficial Unit Certificates representing assignments of
limited partnership interests in
America First Tax Exempt Investors, L.P. (the
BUCs)
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
o
No
þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15
(d) of the
Act. Yes
o
No
þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports, and (2) has been subject
to such filing requirements for the past
90 days. Yes
þ
No
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§229.405 of the chapter) is not contained herein, and will
not be contained, to the best of the registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K.
þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer, and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
|
Non-accelerated
filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting
Company
o
|
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act.
o
The aggregate market value of the registrants BUCs held by
non-affiliates based on the final sales price of the BUCs on the
last business day of the registrants most recently
completed second fiscal quarter was $108,373,683.
DOCUMENTS
INCORPORATED BY REFERENCE
None
The registrant has filed this Amendment No. 1 to its report
on Form 10-K for the year ended December 31, 2007 for
the sole purpose of correcting the mistaken reference to the
year ended December 31, 2006 contained in the
certifications of its Chief Executive Officer and Chief
Financial Officer included as Exhibit 32.1 and 32.2 to the
original filing.
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules. Update
|
(a) The following documents are filed as part of this
report:
1.
Financial Statements.
The following
financial statements of the Company are included in response to
Item 8 of this report:
Reports of Independent Registered Public Accounting Firms.
Consolidated Balance Sheets of the Company as of
December 31, 2007 and 2006.
Consolidated Statements of Operations and Comprehensive Income
of the Company for the years ended December 31, 2007, 2006
and 2005.
Consolidated Statements of Partners Capital of the Company
for the years ended December 31, 2007, 2006 and 2005.
Consolidated Statements of Cash Flows of the Company for the
years ended December 31, 2007, 2006 and 2005.
Notes to Consolidated Financial Statements of the Company.
2.
Financial Statement Schedules.
The
information required to be set forth in the financial statement
schedules is included in the notes to consolidated financial
statements of the Company filed in response to Item 8 of this
report.
3.
Exhibits.
The following exhibits are
filed as required by Item 15(a)(3) of this report. Exhibit
numbers refer to the paragraph numbers under Item 601 of
Regulation S-K:
|
|
|
|
|
|
3
|
.
|
|
Articles of Incorporation and Bylaws of America First Fiduciary
Corporation Number Five (incorporated herein by reference to
Registration Statement on
Form S-11
(No. 2-99997)
filed by America First Tax Exempt Mortgage Fund Limited
Partnership on August 30, 1985).
|
|
4(a)
|
|
|
Form of Certificate of Beneficial Unit Certificate (incorporated
herein by reference to Exhibit 4.1 to Registration
Statement on
Form S-4
(No. 333-50513)
filed by the Partnership on April 17, 1998).
|
|
4(b)
|
|
|
Agreement of Limited Partnership of the Partnership
(incorporated herein by reference to the Amended Annual Report
on
Form 10-K
(No. 000-24843),
filed by the Partnership on June 28, 1999).
|
|
4(c)
|
|
|
Amended Agreement of Merger, dated June 12, 1998, between
the Partnership and America First Tax Exempt Mortgage
Fund Limited Partnership (incorporated herein by reference
to Exhibit 4.3 to Amendment No. 3 to Registration
Statement on
Form S-4
(No. 333-50513)
filed by the Partnership on September 14, 1998).
|
|
10(a)
|
|
|
Contract and Agreement dated January 15, 2003 between
America First Tax Exempt Investors, L.P. and Bank of America,
N.A., to confirm the terms of the interest rate cap transaction
between the parties (incorporated herein by reference to
Exhibit 4 to Annual Report on
Form 10-K
(No. 000-24843)
filed by the Partnership on March 27, 2003).
|
|
10(b)
|
|
|
Purchase and Sale Agreement, dated May 7, 2007, by and
among America First LP Holding Corp. (a wholly-owned subsidiary
of the Partnership), Atlantic Development GP Holding Corp.,
Joint Development & Housing Corporation, Boston
Financial Institutional Tax Credits II, a Limited Partnership,
Boston Financial Institutional Tax Credits III, a Limited
Partnership, Boston Financial Institutional Tax Credits IV, a
Limited Partnership, and SLP, Inc. (incorporated by reference to
Exhibit 10(a) to Quarterly Report on
Form 10-Q
filed by the registrant on August 14, 2007).
|
|
10(c)
|
|
|
Second Amended and Restated Agreement of Limited Partnership of
Crescent Village Townhomes Limited Partnership, dated
June 29, 2007, by and between Atlantic Development GP
Holding Corp. and America First LP Holding Corp. (as continuing
partners) and Joint Development & Housing Corporation
(as Withdrawing General Partner) (incorporated by reference to
Exhibit 10.1 to Current Report on
Form 8-K
filed by the registrant on July 6, 2007).
|
|
10(d)
|
|
|
Second Amended and Restated Agreement of Limited Partnership of
Eagle Ridge Townhomes Limited Partnership, dated June 29,
2007, by and between Atlantic Development GP Holding Corp. and
America First LP Holding Corp. (as continuing partners) and
Joint Development & Housing Corporation (as
Withdrawing General Partner) (incorporated by reference to
Exhibit 10.2 to Current Report on
Form 8-K
filed by the registrant on July 6, 2007).
|
|
10(e)
|
|
|
Second Amended and Restated Agreement of Limited Partnership of
Meadowbrook Apartments Limited Partnership, dated June 29,
2007, by and between Atlantic Development GP Holding Corp. and
America First LP Holding Corp. (as continuing partners) and
Joint Development & Housing Corporation (as
Withdrawing General Partner) (incorporated by reference to
Exhibit 10.3 to Current Report on
Form 8-K
filed by the registrant on July 6, 2007).
|
|
|
|
|
|
|
10(f)
|
|
|
Second Amended and Restated Agreement of Limited Partnership of
Post Wood Townhomes Limited Partnership, dated June 29,
2007, by and between Atlantic Development GP Holding Corp. and
America First LP Holding Corp. (as continuing partners) and
Joint Development & Housing Corporation (as
Withdrawing General Partner) (incorporated by reference to
Exhibit 10.4 to Current Report on
Form 8-K
filed by the registrant on July 6, 2007).
|
|
10(g)
|
|
|
Second Amended and Restated Agreement of Limited Partnership of
Post Woods Townhomes II Limited Partnership, dated
June 29, 2007, by and between Atlantic Development GP
Holding Corp. and America First LP Holding Corp. (as continuing
partners) and Joint Development & Housing Corporation
(as Withdrawing General Partner) (incorporated by reference to
Exhibit 10.5 to Current Report on
Form 8-K
filed by the registrant on July 6, 2007).
|
|
10(h)
|
|
|
Second Amended and Restated Agreement of Limited Partnership of
Willow Bend Townhomes Limited Partnership, dated June 29,
2007, by and between Atlantic Development GP Holding Corp. and
America First LP Holding Corp. (as continuing partners) and
Joint Development & Housing Corporation (as
Withdrawing General Partner) (incorporated by reference to
Exhibit 10.6 to Current Report on
Form 8-K
filed by the registrant on July 6, 2007).
|
|
10(i)
|
|
|
Guaranty, dated June 29, 2007, of Registrant in favor of JP
Morgan Chase Bank, N.A. (incorporated by reference to
Exhibit 10.7 to Current Report on
Form 8-K
filed by the registrant on July 6, 2007).
|
|
23
|
.1
|
|
Consent of Deloitte & Touche LLP*
|
|
23
|
.2
|
|
Consent of Katz, Sapper & Miller, LLP*
|
|
23
|
.3
|
|
Consent of Katz, Sapper & Miller, LLP*
|
|
24
|
.
|
|
Powers of Attorney.*
|
|
31
|
.1
|
|
Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.**
|
|
31
|
.2
|
|
Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.**
|
|
32
|
.1
|
|
Revised Certification of CEO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002**
|
|
32
|
.2
|
|
Revised Certification of CFO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002**
|
* previously filed
** filed herewith
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
|
|
|
|
By
|
America First Capital
Associates Limited Partnership Two,
General Partner of the Partnership
|
|
|
By
|
The Burlington Capital Group LLC,
General Partner of
America First Capital Associates
Limited Partnership Two
|
Lisa Y. Roskens
Chief Executive Officer
Date: March 17, 2008
3
Pursuant to the requirements of the Securities and Exchange Act
of 1934, this amended report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
By
/s/ Michael
B. Yanney*
Michael
B. Yanney,
|
|
Chairman of the Board and Manager of Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ Lisa
Y. Roskens
Lisa
Y. Roskens,
|
|
President, Chief Executive Officer and Manager of The Burlington
Capital Group LLC
(Principal Executive Officer)
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ Michael
J. Draper
Michael
J. Draper,
|
|
Chief Financial Officer of The Burlington Capital Group LLC
(Principal Financial Officer and Principal Accounting Officer)
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ Mariann
Byerwalter*
Mariann
Byerwalter,
|
|
Manager of The Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ William
S. Carter*
William
S. Carter,
|
|
Manager of The Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ Patrick
J. Jung*
Patrick
J. Jung,
|
|
Manager of The Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ George
H. Krauss*
George
H. Krauss,
|
|
Manager of The Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ Martin
A. Massengale*
Martin
A. Massengale,
|
|
Manager of The Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ Gail
Walling Yanney*
Gail
Walling Yanney,
|
|
Manager of The Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
By
/s/ Clayton
K. Yeutter*
Clayton
K. Yeutter,
|
|
Manager of The Burlington Capital Group LLC
|
|
Date: March 17, 2008
|
|
|
|
|
|
*By
/s/ Michael
J. Draper
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
/s/ Michael
J. Draper
Michael
J. Draper
|
|
|
|
|
4
America First Tax Exempt (NASDAQ:ATAXZ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
America First Tax Exempt (NASDAQ:ATAXZ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024