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Mfa Financial, Inc. – ‘S-2MEF’ on 6/22/01

On:  Friday, 6/22/01, at 1:17pm ET   ·   Effective:  6/22/01   ·   Accession #:  912057-1-520804   ·   File #s:  333-59800, 333-63612

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/22/01  Mfa Financial, Inc.               S-2MEF      6/22/01    3:23K                                    Merrill Corp/FA

Registration of Additional Securities   —   Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2MEF      Form S-2Mef: Reg Cover                              HTML     24K 
 2: EX-5.1      Opinion of Kutak Rock LLP                           HTML      8K 
 3: EX-23.1     Consent of Pricewaterhousecoopers                   HTML      7K 


S-2MEF   —   Form S-2Mef: Reg Cover
Document Table of Contents

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11st Page   -   Filing Submission
"Incorporation of Certain Information by Reference
"Signatures
"QuickLinks

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  Prepared by MERRILL CORPORATION  

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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)    


SIGNATURES

    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

II–3




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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SIGNATURES

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-2MEF’ Filing    Date    Other Filings
Filed on / Effective on:6/22/01424B4
4/30/01S-2
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