FORM OF CONSENT TO PREP FUND 1
Published on February 12, 1998
EXHIBIT 99.1
FORM OF CONSENT FORM FOR
AMERICA FIRST PARTICIPATING/PREFERRED EQUITY
MORTGAGE FUND LIMITED PARTNERSHIP
CONSENT FORM CONSENT FORM
- --------------------------------------------------------------------------------
AMERICA FIRST PARTICIPATING/PREFERRED EQUITY MORTGAGE FUND LIMITED PARTNERSHIP
THIS CONSENT is solicited by the General Partner of Prep Fund 1 in connection
with an action by written consent to be taken on or about March 31, 1998 to
approve the proposed merger (the "Merger") of Prep Fund 1 with and into America
First Mortgage Investments, Inc. (the "Company"), in accordance with the terms
of the Agreement and Plan of Merger, dated as of July 19, 1997 (the "Merger
Agreement"), and as more fully described in the Consent Solicitation
Statement/Prospectus, dated , 1998, accompanying this Consent Form. The
consummation of the Merger and such related transactions will result in, among
other things, the exchange of the Units in Prep Fund 1 for Common Stock of the
Company. YOUR VOTE WILL BE RECORDED IN ACCORDANCE WITH THE INSTRUCTIONS BELOW.
IF NO INSTRUCTIONS ARE INDICATED ON THIS CONSENT FORM, BY YOUR SIGNATURE BELOW
YOU WILL BE DEEMED TO HAVE CONSENTED TO THE MERGER AND RELATED ACTIONS AS SET
FORTH HEREIN AND IN THE CONSENT SOLICITATION STATEMENT/PROSPECTUS WITH RESPECT
TO ALL UNITS IN PREP FUND 1 HELD BY YOU. ABSTAINING OR FAILING TO SIGN AND
RETURN THE CONSENT FORM WILL HAVE THE EFFECT OF VOTING AGAINST THE MERGER AND
RELATED ACTIONS, SO THE GENERAL PARTNER URGES YOU TO COMPLETE AND RETURN THIS
FORM AS DESCRIBED BELOW. Capitalized terms used but not defined herein have the
meanings described in the Consent Solicitation Statement/Prospectus. For
additional information regarding this consent see the Consent Solicitation
Statement/Prospectus under the heading "THE CONSENT SOLICITATION."
THE GENERAL PARTNER AND THE SPECIAL COMMITTEE RECOMMEND VOTING FOR THE MERGER.
1. This consent is to (i) approve the Merger in accordance with the terms of the
Merger Agreement; (ii) approve the entering into and execution of the Merger
Agreement by the General Partner on behalf of Prep Fund 1; and (iii) to
authorize the taking of any action by the General Partner necessary or
advisable in the opinion of such General Partner to consummate the Merger,
including all transactions set forth in the Consent Solicitation
Statement/Prospectus. You may vote on the actions described above by marking
one of the following boxes:
/ / FOR / / AGAINST / / ABSTAIN
2. Upon consummation of the Merger, the Company intends to institute a Dividend
Reinvestment Plan whereby stockholders may automatically reinvest cash
distributions from the Company in additional shares of Common Stock, as more
fully described in the Consent Solicitation Statement/Prospectus under the
heading "DIVIDEND REINVESTMENT PLAN." Please indicate below the percentage
(from 0% to 100%) of your future cash distributions from the Company which
you wish to have reinvested in shares of Common Stock pursuant to the
Dividend Reinvestment Plan. If the Merger is approved and you do not indicate
a percentage or do not return this consent form, none of your future cash
distributions will at this time be reinvested in shares of Common Stock.
______%
The undersigned acknowledges receipt of the Consent Solicitation
Statement/Prospectus pertaining to the Merger and affirms that he/she has read
such Consent Solicitation Statement/Prospectus in its entirety. Please sign this
Consent Form in the space provided below. Execution by Unitholders who are not
individuals must be made by an authorized signatory.
Dated: ________________________, 1998
_____________________________________
Name of Unitholder
_____________________________________
Signature
Title:
_____________________________________
Signature if held jointly
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS. WHEN UNITS ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATION NAME, BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN A
PARTNERSHIP NAME BY AUTHORIZED
PERSON.
TO BE VALID THIS CONSENT FORM MUST BE RECEIVED BY MARCH 31, 1998. Please
complete, sign, date and return this consent form using the enclosed
postage-prepaid envelope or deliver to: Kissel-Blake Inc., 110 Water Street, New
York, New York 10005, Attention: . Facsimile copies of this consent
form, properly completed and duly executed, will be accepted at . If
you have any questions, please call .