S-2MEF:
Published on June 22, 2001
QuickLinks -- Click here to rapidly navigate through this document
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2001
COMMISSION FILE NO.: 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
(Exact Name of Registrant As Specified In Its Charter)
|
Maryland |
399 Park Avenue 36th Floor New York, New York 10022 (212) 935-8760 |
13-3974868 |
||
|---|---|---|---|---|
| (State of Incorporation) | (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) |
(IRS Employer I.D. Number) |
Stewart Zimmerman, President and Chief Executive Officer
America First Mortgage Investments, Inc.
399 Park Avenue
36th Floor
New York, New York 10022
(212) 935-8760
(Name, address and telephone number of Agent for Service)
Copies to:
| Steven P. Amen Kutak Rock LLP 1650 Farnam Street Omaha, Nebraska 68102 Tel: (402) 346-6000 Fax: (402) 346-1148 |
Alan L. Gosule Clifford Chance Rogers & Wells LLP 200 Park Avenue, 52nd Floor New York, New York 10166 Tel: (212) 878-8295 Fax: (212) 878-8375 |
Wayne D. Boberg Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 Tel: (312) 558-5600 Fax: (312) 558-5700 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable following the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ ]
If the registrant elects to deliver its latest Form 10-K, as amended, to security holders or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box. [ ]
If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [X] 333-59800
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
Calculation of Registration Fee
|
|
||||||||
| Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||
| Common Stock, par value $.01 per share | 1,710,214 | $7.00 | $11,971,498 | $2,993 | ||||
- (1)
- Includes 210,214 shares which the Underwriters have the option to purchase to cover over-allotments, if any.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
In accordance with General Instruction III to Form S-2 and Rule 462(b) promulgated under the Securities Act of 1933, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-2 (File No. 333-59800) filed with the Securities and Exchange Commission by the Registrant on April 30, 2001, as amended.
EXHIBITS.
The following exhibits are filed herewith:
|
EXHIBIT NUMBER |
EXHIBIT TITLE |
|
||
|---|---|---|---|---|
| 5.1 | Opinion of Kutak Rock LLP | |||
| 23.1 | Consent of PricewaterhouseCoopers | |||
| 23.2 | Consent of Kutak Rock LLP (included in Exhibit 5.1) |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 22nd day of June, 2001.
| AMERICA FIRST MORTGAGE INVESTMENTS, INC. | ||||
|
By: |
/s/ STEWART ZIMMERMAN Stewart Zimmerman, President and Chief Executive Officer |
|||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Date: June 22, 2001 | By: |
/s/ MICHAEL B. YANNEY Michael B. Yanney, Chairman of the Board |
||
Date: June 22, 2001 |
By: |
/s/ STEWART ZIMMERMAN Stewart Zimmerman, President, Chief Executive Officer and Director |
||
Date: June 22, 2001 |
By: |
/s/ GARY THOMPSON Gary Thompson, Chief Financial Officer |
||
Date: June 22, 2001 |
By: |
/s/ MICHAEL L. DAHIR Michael L. Dahir, Director |
||
Date: June 22, 2001 |
By: |
/s/ ALAN L. GOSULE Alan L. Gosule, Director |
||
Date: June 22, 2001 |
By: |
/s/ GEORGE H. KRAUSS George H. Krauss, Director |
||
Date: June 22, 2001 |
By: |
/s/ GREGOR MEDINGER Gregor Medinger, Director |
||
Date: June 22, 2001 |
By: |
/s/ W. DAVID SCOTT W. David Scott, Director |
II3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SIGNATURES