AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1998
    
                                                      REGISTRATION NO. 333-50513
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 6
    
 
                                       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. 5 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 21st 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. 5 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 21, 1998 President and Chief Michael Yanney Executive Officer /s/ MICHAEL THESING* - ------------------------------ September 21, 1998 Secretary and Chief Michael Thesing Financial Officer /s/ WILLIAM S. CARTER* - ------------------------------ September 21, 1998 Manager William S. Carter /s/ GEORGE KUBAT* - ------------------------------ September 21, 1998 Manager George Kubat /s/ MARTIN MASSENGALE* - ------------------------------ September 21, 1998 Manager Martin Massengale /s/ ALAN BAER* - ------------------------------ September 21 ,1998 Manager Alan Baer /s/ GAIL WALLING YANNEY* - ------------------------------ September 21, 1998 Manager Gail Walling Yanney /s/ MARIANN BYERWALTER* - ------------------------------ September 21, 1998 Manager Mariann Byerwalter
*By MICHAEL YANNEY ATTORNEY-IN-FACT /s/ MICHAEL YANNEY ------------------------- Michael Yanney
II-2


                                                                     EXHIBIT 8.1





   
                                    September 22, 1998
    

America First Capital Associates
  Limited Partnership Two
Suite 400
1004 Farnam Street
Omaha, NE  68102

               Re:  America First Tax Exempt Investors, L.P.

Ladies and Gentlemen:

     We have acted as special tax counsel to America First Capital Associates 
Limited Partnership Two (the "General Partner"), a Delaware limited 
partnership which is the general partner of America First Tax Exempt 
Investors, L.P., a Delaware limited partnership (the "Partnership"), in 
connection with the merger (the "Merger") of America First Tax Exempt 
Mortgage Fund Limited Partnership, a Delaware limited partnership (the "Tax 
Exempt Partnership"), with and into the Partnership pursuant to the Amended 
Agreement of Merger, dated June 12, 1998, by and between the Partnership and 
the Tax Exempt Partnership (the "Merger Agreement") under which (i) the 
separate existence of the Tax Exempt Partnership will cease, and the 
Partnership will be the surviving partnership and will succeed to all of the 
assets and liabilities of the Tax Exempt Partnership and (ii) persons holding 
Beneficial Unit Certificates representing assigned limited partnership 
interests ("BUCs") in the Tax Exempt Partnership will become BUC holders of 
the Partnership.  As a result thereof, the General Partner and limited 
partner of the Tax Exempt Partnership will acquire the same interests in the 
Partnership as they had in the Tax Exempt Partnership, and the persons 
holding BUCs in the Tax Exempt Partnership will acquire one BUC in the 
Partnership for each BUC they held in the Tax Exempt Partnership as of the 
effective date of the Merger.  In connection therewith, we have been asked by 
the General Partner to render an opinion regarding the status of the 
Partnership for United States federal income tax purposes and certain federal 
income tax considerations relevant to the Merger.  Any terms used in this 
letter but not herein defined will have the meanings ascribed to them in the 
Registration Statement on Form S-4 (the "Registration Statement") filed with 
the Securities and Exchange Commission under the Securities Act of 1933, as 
amended, in connection with the issuance of BUCs of the Partnership and the 
solicitation of the consent of the BUC holders of the Tax Exempt Partnership 
to the Merger.


   
American First Capital Associates
 Limited Partnership Two
September 22, 1998
Page 2
    

     In rendering our opinion, we have examined certain documents, including:

          1. the Registration Statement, including the Consent Solicitation
     Statement/Prospectus contained therein (the "Prospectus");

          2. the form of Agreement of Limited Partnership of the Partnership
     (the "Partnership Agreement");

          3. the Certificate of Limited Partnership of the Partnership, as filed
     with the Secretary of State of the State of Delaware on April 2, 1998, and

          4. the Merger Agreement.

     As to various questions of fact which are material to the opinion set forth
in this letter, we have relied upon certain representations, statements and
information set forth in the foregoing documents.  In addition, we have made
such other investigations as we deemed necessary in connection with our opinion.

     As to matters of federal income tax law, we have based our opinion upon the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the
legislative history of the Code, the Treasury Department Income Tax Regulations
promulgated and proposed under the Code (the "Regulations") and the
interpretations of the Code and the Regulations by the Internal Revenue Service
(the "Service") and by the courts as of the date of this letter.  The provisions
of the Code or of the Regulations may be amended or the interpretations of the
Service or of the courts may change in a manner which would affect our opinions,
and any such changes may have retroactive effect.

DISCUSSION OF PARTNERSHIP STATUS

     The Partnership was formed as a limited partnership under the Delaware
Revised Uniform Limited Partnership Act on April 2, 1998.  We have been advised
by the General Partner that it has not filed, and will not file, an election
with the Service  for the Partnership to be treated as an association taxable as
a corporation.  Accordingly, we are of the opinion that the Partnership will be
treated as a partnership for federal income tax purposes and that the holders of
BUCs of the Partnership will be recognized as partners for federal income tax
purposes.

ADDITIONAL FEDERAL INCOME TAX CONSIDERATIONS

   
     In addition to the foregoing opinion, we also confirm each of our opinions
set forth in the Prospectus under the heading "MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF THE TRANSACTION."
    


   
American First Capital Associates
 Limited Partnership Two
September 22, 1998
Page 3
    

     We are rendering no opinions regarding federal income tax or other matters
except for those expressly set forth in this letter.  This letter is being
furnished in connection with the Merger to you solely for your benefit and the
benefit of persons holding BUCs, and it may not be

used, circulated, relied upon, filed or quoted by or to any other person, or
used for any other purpose, without our prior written consent.



     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the heading "LEGAL
MATTERS" therein.  In giving such consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
promulgated pursuant thereto.

                                             Sincerely,



                                             KUTAK ROCK