8-K 1 uiip.txt UIIP UNITED STATES 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 Date of Report: February 27, 2004 united investors income properties (Exact name of registrant as specified in its charter) Missouri 0-17646 43-1483942 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) Registrant's telephone number, including area code (864) 239-1000 Item 1. Changes in Control of Registrant On February 27, 2004, (i) AIMCO/IPT, Inc., a Delaware corporation ("AIMCO/IPT"), and a wholly owned subsidiary of Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), acquired from Everest Properties, Inc., a California corporation ("Everest"), all of the capital stock of United Investors Real Estate, Inc., a Delaware corporation ("UIRE"), the sole general partner of United Investors Income Properties (the "Partnership"), and (ii) AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"), and the operating partnership of AIMCO, acquired from Everest 14,328 limited partnership units (the "Units") in United Investors Growth Properties, whose sole general partner was also UIRE. The purchase price for the stock of UIRE and the Units was $100,000, which was obtained from available cash balances. As the sole stockholder of UIRE, AIMCO/IPT is in a position to remove the current directors and elect the directors of UIRE and consequently to control the Partnership. As of February 27, 2004, David I. Lesser and W. Robert Kohorst resigned as directors of UIRE, and AIMCO/IPT appointed Martha L. Long and Peter Kompaniez as directors of UIRE. Everest had originally acquired the stock of UIRE and the Units from AIMCO/IPT and AIMCO OP, respectively, on May 1, 2003. In connection with the May 1, 2003 transaction, UIRE and the Partnership entered into a Services Agreement (the "Services Agreement") with NHP Management Company ("NHP"), an affiliate of AIMCO, whereby NHP agreed to provide portfolio management services and property management services for the Partnership. Subsequent to AIMCO/IPT's repurchase of UIRE, the Services Agreement was terminated. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED INVESTORS INCOME PROPERTIES By: United Investors Real Estate, Inc. Its General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President Date: March 22, 2004