SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 8, 1997
Date of Report (Date of earliest event reported)
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
(Exact name of registrant as specified in Charter)
DELAWARE 0-16918 47-0713310
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1004 Farnam Street, Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
(402) 444-1630
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On May 8, 1997, America First Eureka Holdings, Inc.
(the "Company"), a Delaware corporation and a wholly owned
subsidiary of America First Financial Fund 1987-A Limited
Partnership (the "Partnership"), a Delaware limited partner-
ship, entered into an Agreement and Plan of Merger, dated as
of May 8, 1997 (the "Merger Agreement"), by and among the
Company, the Partnership, America First Capital Associates
Limited Partnership Five, the general partner of the Partner-
ship and Bay View Capital Corporation, a Delaware corporation
("Bay View"). The Merger Agreement provides for, among other
things, the merger of the Company with and into Bay View (the
"Merger"), with Bay View surviving the Merger. Pursuant to
the Merger Agreement and upon consummation of the Merger, all
outstanding shares of common stock of the Company (the "Com-
pany Common Stock") will be converted into the right to re-
ceive aggregate consideration equal to $90 million in cash
and a number of shares of common stock of Bay View ("Bay View
Common Stock") equal to $210 million divided by (a) the aver-
age (rounded to four decimal points) of the closing sale
price of one share of Bay View Common Stock on the Nasdaq Na-
tional Market for the 20 consecutive full trading days ending
on the fifth business day immediately prior to the date on
which the Merger will close ("Average Price"), or (b) if the
Average Price is in excess of $52.00 per share, then $52.00,
or (c) if the Average Price is less than $42.00 per share,
the Company has not elected to terminate the Merger Agree-
ment, and Bay View has not elected to adjust the exchange ra-
tio after receiving notice from the Company of its intent to
terminate the Merger Agreement, then $42.00.
Consummation of the Merger is subject to certain
customary conditions, including, among others, (i) the ap-
proval of the Merger, the Merger Agreement and the transac-
tions contemplated thereby by the unit holders of the Part-
nership at a meeting held for such purpose and by the share-
holders of Bay View at a meeting held for such purpose and
(ii) receipt of certain regulatory approvals. The foregoing
description of the Merger Agreement is qualified in its en-
tirety by reference to the Merger Agreement which is filed as
Exhibit 2.1 to this Form 8-K and incorporated herein by ref-
erence.
In connection with the Merger Agreement, the Com-
pany and Bay View entered into a Stock Option Agreement,
dated May 8, 1997 (the "Bay View Stock Option Agreement"),
pursuant to which Bay View granted to the Company an ir-
revocable option to purchase, under certain circumstances, up
-2-
to 1,290,530 authorized and unissued shares of Bay View Com-
mon Stock at a price, subject to certain adjustments, of
$51.75 per share (the "Bay View Option"). The Bay View Op-
tion, if exercised, would equal, before giving effect to the
exercise of the Bay View Option, 19.9% of the total number of
shares of Bay View Common Stock outstanding. The Bay View
Option was granted by Bay View as a condition and inducement
to the Company's willingness to enter into the Merger Agree-
ment. Under certain circumstances, Bay View may be required
to repurchase the Bay View Option or the shares acquired pur-
suant to the exercise of the Bay View Option.
Also, in connection with the Merger Agreement, the
Partnership and Bay View entered into an Option Agreement,
dated May 8, 1997 (the "Partnership Option Agreement"),
pursuant to which the Partnership granted to Bay View an ir-
revocable option to purchase, under certain circumstances, up
to 1,196,107 authorized and unissued units of the Partnership
at a price, subject to certain adjustments, of $31.08 per
share (the "Partnership Option"). The Partnership Option, if
exercised, would equal, before giving effect to the exercise
of the Partnership Option, 19.9% of the total number of units
of the Partnership outstanding. The Partnership Option was
granted by the Partnership as a condition and inducement to
Bay View's willingness to enter into the Merger Agreement.
Under certain circumstances, the Partnership may be required
to repurchase the Partnership Option or the shares acquired
pursuant to the exercise of the Partnership Option.
The preceding descriptions of the Partnership
Option Agreement and the Bay View Stock Option Agreement are
qualified in their entirety by reference to the copy of the
Bay View Stock Option Agreement and to the copy of the Partnership
Option Agreement included as Exhibit 99.1 and Exhibit 99.2
hereto, respectively, and which are hereby incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) The following exhibits are filed as part of this
Report:
2.1 Agreement and Plan of Merger dated as of May
8, 1997 by and among Bay View Capital Corpora-
tion, America First Eureka Holding, Inc.,
America First Financial Fund 1987-A Limited
Partnership and America First Capital Associ-
ates Limited Partnership Five.
-3-
99.1 Stock Option Agreement, dated May 8, 1997,
by and between Bay View Capital Corpora-
tion, as grantee, and America First Financial
Fund 1987-A Limited Partnership, as issuer.
99.2 Stock Option Agreement, dated May 8, 1997,
by and between America First Eureka
Holdings, Inc., as grantee, and Bay View Capi-
tal Corporation, as issuer.
99.3 America First Financial Fund 1987-A Limited
Partnership Press Release issued May 8, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this re-
port to be signed on its behalf by the undersigned hereunto
duly authorized.
AMERICA FIRST FINANCIAL FUND
1987-A LIMITED PARTNERSHIP
By: America First Capital As-
sociates Limited Partnership
Five, General Partner of the
Registrant
By: AFCA-5 Management Corpora-
tion, General Partner of
America First Capital As-
sociates Limited Partnership
Five
Dated: May 16, 1997 By:/s/ George H. Krauss
George H. Krauss
Chairman of the Board of
Directors and Secretary
EXHIBIT INDEX
Exhibits.
2.1 Agreement and Plan of Merger dated as of
May 8, 1997 by and among Bay View Capital
Corporation, America First Eureka Holding,
Inc., America First Financial Fund 1987-A Lim-
ited Partnership and America First Capital As-
sociates Limited Partnership Five.
99.1 Stock Option Agreement, dated May 8, 1997,
by and between Bay View Capital Corpora-
tion, as grantee, and America First Financial
Fund 1987-A Limited Partnership, as issuer.
99.2 Stock Option Agreement, dated May 8, 1997,
by and between America First Eureka
Holdings, Inc., as grantee, and Bay View Capi-
tal Corporation, as issuer.
99.3 America First Financial Fund 1987-A Limited
Partnership Press Release issued May 8, 1997.