UNITED STATES 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):
JANUARY 9, 2007
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-24843
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47-0810385 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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1004 Farnam Street, Suite 400 Omaha, Nebraska
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68102 |
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(Address of principal executive offices)
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(402) 444-1630
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events
America First Tax Exempt Investors, L.P. (the “Company”) has filed this Current Report on Form
8-K in order to update Items 6, 7 and 8 of its Annual Report on Form 10-K for the year ended
December 31, 2005 (the “2005 Form 10-K”) to reflect, for all periods presented in the 2005 Form
10-K, the reclassification of the assets, liabilities, revenues and expenses of Northwood Lake
Apartments L.P. (“Northwood”) as a discontinued operation.
As required by Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the Company designated Northwood as a discontinued
operation on March 31, 2006, and continued to designate it as such until Northwood completed the
sale of its apartment complex and associated assets on August 24, 2006.
On the date hereof and subsequent to the filing of this Form 8-K, the Company will file a
registration statement on Form S-3 relating to the sale from time to time of additional Beneficial
Units representing assigned limited partnership interests in the Company. Such registration
statement incorporates by reference the audited financial information in the 2005 Form 10-K.
Notwithstanding the fact that the designation of Northwood as a discontinued operation occurred
after the time periods covered by the financial statements included in the 2005 Form 10-K, current
SEC guidance requires any previously issued annual financial statements which are incorporated by
reference in filings made by the Company with the SEC relating to the sale of securities under the
Securities Act of 1933, as amended, to be updated for current financial statement presentation of
discontinued operations under accounting principles generally accepted in the United States of
America (“GAAP”). Given this, the Company has filed this Form 8-K to update its presentation of
discontinued operations.
The reclassification of Northwood as a discontinued operation had no effect on the net income
or income per BUC previously reported by the Company in the audited financial statements contained
in the 2005 Form 10-K.
No other item of the 2005 Form 10-K is updated hereby.
The specific updates to Items 6, 7 and 8 of the 2005 Form 10-K are attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Updated Item 6. Selected Financial Data; Updated Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations; Updated Item 8. Financial Statements of Form 10-K
for the year ended December 31, 2005.