AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1998
    
                                                      REGISTRATION NO. 333-50513
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- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 4
    
 
                                       TO
 
                                    FORM S-4
 
                             REGISTRATION STATEMENT
 
                        UNDER THE SECURITIES ACT OF 1933
                            ------------------------
 
                    AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
 
             (Exact name of registrant as specified in its charter)
 
                                                          
           DELAWARE                       47-0810385                  6799
 (State or other jurisdiction          (I.R.S. Employer             (Primary
     of incorporation or             Identification No.)            Standard
        organization)                                              Industrial
                                                                 Classification
                                                                  Code Number)
SUITE 400, 1004 FARNAM STREET OMAHA, NEBRASKA 68102 (402) 444-1630 (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) MICHAEL YANNEY SUITE 400, 1004 FARNAM STREET OMAHA, NEBRASKA 68102 (402) 444-1630 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: STEVEN P. AMEN, ESQ. Kutak Rock 1650 Farnam Street Omaha, Nebraska 68102 (402) 346-6000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective and after conditions in the Merger Agreement have been satisfied. ------------------------ If any of the securities being registered on the Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES (a) EXHIBITS 4.1 Form of Beneficial Unit Certificate* 4.2 Form of Agreement of Limited Partnership of the Registrant (included as Appendix A to Consent Solicitation Statement/Prospectus contained in Part I hereof)* 4.3 Amended Agreement of Merger, dated June 12, 1998, between the Registrant and America First Tax Exempt Mortgage Fund Limited Partnership (included as Appendix B to Consent Solicitation Statement/Prospectus contained in Part I hereof)* 5.1 Revised opinion of Kutak Rock as to the legality of securities* 8.1 Revised opinion of Kutak Rock as to certain tax matters* 23.1 Consent of PricewaterhouseCoopers LLP* 23.2 Consent of Mueller, Prost, Purk & Willbrand, P.C.* 23.3 Consent of Kutak Rock (included in Exhibits 5.1 and 8.1)* 24.1 Powers of Attorney* 99.1 Supplemental Material to be Delivered to BUC Holders* 99.2 Letter to BUC Holders
- ------------------------ * previously filed II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 4 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 16th day of September, 1998. AMERICA FIRST TAX EXEMPT INVESTORS, L.P. By America First Capital Associates Limited Partnership Two, Its General Partner By America First Companies L.L.C., Its General Partner By: /s/ MICHAEL YANNEY ------------------------------------------ Michael Yanney PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities indicated on dates indicated opposite their names.
SIGNATURE DATE TITLE - ------------------------------ ------------------- -------------------------- /s/ MICHAEL YANNEY Chairman of the Board, - ------------------------------ September 16, 1998 President and Chief Michael Yanney Executive Officer /s/ MICHAEL THESING* - ------------------------------ September 16, 1998 Secretary and Chief Michael Thesing Financial Officer /s/ WILLIAM S. CARTER* - ------------------------------ September 16, 1998 Manager William S. Carter /s/ GEORGE KUBAT* - ------------------------------ September 16, 1998 Manager George Kubat /s/ MARTIN MASSENGALE* - ------------------------------ September 16, 1998 Manager Martin Massengale /s/ ALAN BAER* - ------------------------------ September 16 ,1998 Manager Alan Baer /s/ GAIL WALLING YANNEY* - ------------------------------ September 16, 1998 Manager Gail Walling Yanney /s/ MARIANN BYERWALTER* - ------------------------------ September 16, 1998 Manager Mariann Byerwalter
*By MICHAEL YANNEY ATTORNEY-IN-FACT /s/ MICHAEL YANNEY ------------------------- Michael Yanney
II-2


September __, 1998

Dear Investor:

     We are asking you to consider and vote on a proposal to merge the 
America First Tax Exempt Mortgage Fund into a new partnership, America First 
Tax Exempt Investors, L.P. The Tax Exempt Mortgage Fund is performing very 
satisfactorily; however, the current structure does not allow the Fund to 
take advantage of existing opportunities to increase cash flow. The General 
Partner has proposed the merger in order to transfer the assets of the 
existing partnership to the new fund which will have expanded authority to 
restructure its current assets so that it may acquire additional tax-exempt 
mortgage bonds secured by multifamily real estate. The General Partner has 
proposed the transaction in an effort to increase the amount of tax-exempt 
interest available for distribution to investors, reduce risk through 
increased asset diversification and achieve improved economies of scale.

     Because you are an investor of record as of September 25, 1998, you are 
receiving the following documents;

- --  Consent Solicitation Statement/Prospectus

- --  Consent Form, which must be completed and returned

- --  Question and Answer brochure

     The merger proposal is described in detail in the accompanying Consent 
Solicitation Statement Prospectus. We realize this is a sizable document, but 
we urge you to read it carefully. After you have reviewed the enclosed 
materials, we urge you to vote "FOR" the proposal by completing, signing and 
dating the enclosed Consent Form and returning it by November 5, 1998, in the 
enclosed, postage-paid, envelope.

     If you have further questions regarding the proposal, please call our 
Investor Services Department at 1-800-239-8787, Option 2.


Michael Yanney

Chairman