UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 6, 2009
AMERICA
FIRST TAX EXEMPT INVESTORS, L.P.
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
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000-24843
(Commission
File Number)
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47-0810385
(IRS
Employer 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)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (402) 444-1630
Not
applicable
(Former
name, former address and former fiscal year, if applicable)
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 (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o
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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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|
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On
October 6, 2009, America First Tax Exempt Investors, L.P., (the “Issuer”)
entered into an underwriting agreement (the “Underwriting Agreement”) with
Deutsche Bank Securities Inc., RBC Capital Markets Corporation and Oppenheimer
& Co. Inc. as representatives for the underwriters named therein
(the “Underwriters”). The Underwriting Agreement provides for
the sale by the Issuer of 4,200,000 shares representing assigned limited
partnership interests in the Issuer. Under the terms of the
Underwriting Agreement, the Underwriters have the option, exercisable for a
period of 30 days, to purchase an additional 630,000 shares from the
Issuer to cover overallotments. The Underwriting Agreement contains
customary representations, warranties, and agreements by the Issuer, customary
conditions to closing, indemnification rights, obligations of the parties, and
termination provisions. The offering is being made pursuant to the
Issuer’s effective shelf registration statement on Form S-3 relating to the sale
of up to $100,000,000 of Issuer’s shares (Registration No. 333-139864), as
supplemented by the prospectus supplement, dated October 6,
2009. A copy of the Underwriting Agreement is filed as Exhibit 1.1
hereto and is incorporated herein by reference.
On
October 7, 2009, the Issuer issued a press release, a copy of which is attached
hereto as Exhibit 99.1.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
1.1 Underwriting
Agreement dated October 6, 2009, among Deutsche Bank Securities Inc., RBC
Capital Markets Corporation, Oppenheimer & Co. Inc. and the
Issuer.
99.1 Press
Release of the Issuer, dated October 7, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October
7, 2009
AMERICA
FIRST TAX EXEMPT INVESTORS, L.P.
|
|
By:
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America
First Capital Associates Limited Partnership Two, its general
partner
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By:
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The
Burlington Capital Group, LLC, its general
partner
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By:
/s/Michael
Draper
Michael Draper, Chief Financial Officer