-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EGgNR+qP5MHX8Yhc2Vb0zXpW5cwy/x4PUHKY3HzknSe3LFAEIJB5+jjVqU3Jvtdv tjaqARKi1n8psGv23khqyA== 0000711642-05-000387.txt : 20050801 0000711642-05-000387.hdr.sgml : 20050801 20050801162538 ACCESSION NUMBER: 0000711642-05-000387 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050722 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INVESTORS INCOME PROPERTIES CENTRAL INDEX KEY: 0000830056 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431542903 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17646 FILM NUMBER: 05988712 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 29602 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 8-K 1 uiip_meadow.txt UIIPMEADOW 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 (Date of earliest event reported) July 22, 2005 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 or File Number) Identification Number) organization) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Acquisition or Disposition of Assets. On July 22, 2005, United Investors Income Properties (the "Registrant" or the "Partnership") sold one of its three investment properties, Meadow Wood Apartments, an 85-unit apartment complex located in Medford, Oregon (the "Property"), to a third party, The Meadow Wood Investors, LLC (the "Purchaser"), an Oregon limited liability company. The Purchaser paid a purchase price of approximately $5,075,000 for the Property. In accordance with the Agreement of Limited Partnership of the Partnership, the Partnership's General Partner is evaluating the cash requirements of the Partnership to determine whether any portion of the net proceeds will be distributed to the Partnership's partners. Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information. The following unaudited pro forma balance sheet and statements of operations reflect the operations of the Partnership as if Meadow Wood Apartments had been sold on January 1, 2004. The pro forma financial statements do not project the Partnership's results of operations at any future date or for any future period. This pro forma information should be read in conjunction with the Partnership's 2004 Annual Report on Form 10-KSB. PRO FORMA BALANCE SHEET (in thousands) March 31, 2005 All other assets $ 352 Investment properties, net 4,026 Total Assets $ 4,378 All other liabilities $ 122 Mortgage notes payable -- Partners' deficit 4,256 Total Liabilities and Partners' Deficit $ 4,378 PRO FORMA STATEMENTS OF OPERATIONS (in thousands, except per unit data) Year Ended Three Months Ended December 31, 2004 March 31, 2005 Total revenues $1,076 $ 271 Total expenses 1,059 228 Net income $ 17 $ 43 Net income per limited partnership unit $ 0.28 $ 0.70 (c) Exhibits The following exhibits are filed with this report (1): 10.9 Purchase and Sale Contract between United Investors Income Properties, a Missouri limited partnership, as Seller, and The Meadow Wood Investors, LLC, an Oregon limited liability company, as Purchaser, effective May 10, 2005 filed as exhibit 10.9 to the Registrant's Quarterly Report on Form 10-QSB filed on May 13, 2005 and incorporated herein by reference. 10.10 Amendment of Purchase and Sale Contract between United Investors Income Properties, a Missouri limited partnership, as Seller, and the Meadow Wood Investors, LLC, an Oregon limited liability company as Purchaser, effective June 2, 2005. 10.11 Second Amendment of Purchase and Sale Contract between United Investors Income Properties, a Missouri limited partnership, as Seller, and the Meadow Wood Investors, LLC, an Oregon limited liability company as Purchaser, effective June 30, 2005. (1) Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request. 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: August 1, 2005 Exhibit 10.10 AMENDMENT OF PURCHASE AND SALE CONTRACT (Meadow Wood Apartments, Oregon) THIS AMENDMENT OF PURCHASE AND SALE CONTRACT (this "Amendment") is entered into effective as of the 2nd day of June 2005, by and between UNITED INVESTORS INCOME PROPERTIES, a Missouri limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and THE MEADOW WOOD INVESTORS, LLC, an Oregon limited liability company, having a principal address at 1119 Kent Street, Suite D, Missoula, Montana, 59801 ("Purchaser"). RECITALS A. Seller and Purchaser entered into that certain Purchase and Sale Contract dated as of May 10, 2005 (the "Contract"), regarding real property located in the County of Jackson, Oregon and more particularly described in the Contract. B. Seller and Purchaser have agreed to modify the terms of the Contract as set forth in this Amendment. C. All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows: AGREEMENTS 1. Closing Credit. In consideration of those miscellaneous repair items with respect to Purchaser's physical inspections of the Property and review of the Materials, as more particularly set forth in that certain letter from Purchaser to Seller dated May 27, 2005, Purchaser shall receive a credit in the amount of $25,000.00 (the "Credit") against the Purchase Price at Closing, provided that Purchaser complies with its obligations under the Contract. 2. Waiver of Feasibility Period Contingencies. Purchaser hereby agrees that the Feasibility Period is deemed to have expired, and that all contingencies relating to the Feasibility Period, as more particularly set forth in Section 3.2 and Section 3.6 have been waived by Purchaser as of the date of this Amendment. Additionally, Purchaser hereby acknowledges and agrees that all contingencies relating to Purchaser's review of the Title Commitment and Survey, as more particularly set forth in Section 4.1, Section 4.2 and Section 4.3 of the Contract, have been waived by Purchaser as of the date of this Amendment. 3. Closing Date. Subject to Seller's and Purchaser's mutual extension rights, Seller and Purchaser hereby acknowledge and agree that the Closing Date shall occur on July 11, 2004. 4. Effectiveness of Contract. Except as modified by this Amendment, all the terms of the Contract shall remain unchanged and in full force and effect. 5. Counterparts. This Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document. 6. Telecopied Signatures. A counterpart of this Amendment signed by one party to this Amendment and telecopied to another party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party's execution of this Amendment. [SIGNATURES COMMENCE ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, Seller and Purchaser have entered into this Amendment as of the date first above stated. Seller: UNITED INVESTORS INCOME PROPERTIES, a Missouri limited partnership By: United Investors Real Estate, Inc., a Delaware corporation, its sole general partner By: /s/Patrick F. Slavin Name: Patrick F. Slavin Title: Senior Vice President Purchaser: THE MEADOW WOOD INVESTORS, LLC, an Oregon limited liability company By: /s/Nathaniel M. Pulsifer Name: Nathaniel M. Pulsifer Title: Manager By: /s/Richard Wishcamper Name: Richard Wishcamper Title: President, Rocky Mountain Development Group, Inc. as Manager Exhibit 10.11 SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT (Meadow Wood Apartments, Oregon) THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT (this "Second Amendment") is entered into effective as of the 30th day of June 2005, by and between UNITED INVESTORS INCOME PROPERTIES, a Missouri limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and THE MEADOW WOOD INVESTORS, LLC, an Oregon limited liability company, having a principal address at 1119 Kent Street, Suite D, Missoula, Montana, 59801 ("Purchaser"). RECITALS A. Seller and Purchaser entered into that certain Purchase and Sale Contract dated as of May 10, 2005 (the "Contract"), regarding real property located in the County of Jackson, Oregon and more particularly described in the Contract. B. Seller and Purchaser have agreed to modify the terms of the Contract as set forth in this Second Amendment. C. All capitalized terms not otherwise defined in this Second Amendment shall have the meanings ascribed to them in the Contract. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows: AGREEMENTS 1. Extension of Closing Date. In consideration of payment by Purchaser of an additional Deposit of $100,000, Seller agrees to extend the Closing Date previously scheduled for July 11, 2005. By this Second Amendment, Seller and Purchaser agree the Closing Date shall occur on August 10, 2005. Purchaser's Deposit of $100,000 shall be held by the Escrow Agent and credited toward the Purchase Price at Closing, provided that Purchaser complies with its obligations under the Contract. This additional Deposit shall be nonrefundable except as otherwise expressly provided in the Contract. 2. Effectiveness of Contract. Except as modified by this and prior Amendments, all the terms of the Contract shall remain unchanged and in full force and effect. 3. Counterparts. This Second Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document. 4. Telecopied Signatures. A counterpart of this Second Amendment signed by one party to this Second Amendment and telecopied to another party to this Second Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Second Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party's execution of this Second Amendment. IN WITNESS WHEREOF, Seller and Purchaser have entered into this Second Amendment as of the date first above stated. Seller: UNITED INVESTORS INCOME PROPERTIES, a Missouri limited partnership By: United Investors Real Estate, Inc., a Delaware corporation, its sole general partner By: /s/Kris Vercauteren Name: Kris Vercauteren Title: Senior Vice President Purchaser: THE MEADOW WOOD INVESTORS, LLC, an Oregon limited liability company By: /s/Richard Wishcamper Name: Richard Wishcamper Title: President, Rocky Mountain Development Group, Inc., as Manager -----END PRIVACY-ENHANCED MESSAGE-----