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Todd Wade
Direct: (404) 572-6694
Fax: (404) 420-0694
todd.wade@bryancave.com |
July 14, 2010
VIA FEDEX AND EDGAR
Karen J. Garnett
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
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Re: |
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United Investors Income Properties
Preliminary Proxy Statement on Schedule 14A
Filed July 2, 2010
File No. 000-17646 |
Dear Ms. Garnett:
Thank you for your comment letter, dated July 9, 2010, issued by the staff of the
Division of Corporation Finance with respect to the Schedule 14A referenced above with respect to
United Investors Income Properties (the Partnership). On behalf of our client, United Investors
Real Estate, Inc. (the General Partner), we have prepared this reply to the comment letter.
For your convenience, we have copied the comment into this letter first and responded
accordingly.
Plans Following the Sale, page 19
Comment 1:
We note that following the sale of the property, the partnership will be wound-up and dissolved.
We also note that the proxy statement only solicits shareholders votes for the sale of the
property. Please tell us why you are not soliciting shareholder approval for the dissolution of
the Partnership. If dissolution of the partnership does require shareholder approval, please
revise your proxy card to include it as a separate matter and amend the proxy statement to include
the information required by Item 14 of Schedule 14A.
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Karen J. Garnett
July 14, 2010
Page 2
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![(BRYAN CAVE LLP LOGO)](d74313cd7431302.gif) |
Response 1:
Pursuant to the terms of the Partnerships Limited Partnership Agreement, dated July 27, 1988 (the
Partnership Agreement), the Partnership dissolves upon the first to occur of several events, one
of which is the sale of all the interests in real estate (including purchase money security
interests) of the Partnership. As described in the Schedule 14A, the Defoors Crossing Apartments
is the last interest in real estate owned by the Partnership. Accordingly, upon its sale, the
Partnership will be dissolved by the terms of the Partnership Agreement and with no further action
by the Partnerships limited partners.
To clarify the Schedule 14A, the General Partner proposes revising the 14A by adding the underlined
language as follows:
PLANS FOLLOWING THE SALE
Upon completion of the sale of the Property and after the payment of the transaction-related costs
and other outstanding obligations, the Partnership will be dissolved and its affairs wound up
pursuant to the terms of the Partnership Agreement and without any further action on the part
of the Limited Partners. The Partnership will reserve approximately $110,000 from the proceeds
of the sale of the Property to cover the administrative costs of operating the Partnership until
such liquidation and dissolution, including management fees, taxes, the costs of audits, printing
and mailing, and the preparation and filing of Partnerships tax returns. See also Federal Income
Tax Consequences for a discussion of the tax consequences of the sale of the Property and the
liquidation of the Partnership.
We trust this response has addressed your concerns. Please do not hesitate to let us
know of any additional questions or comments that the staff may have. Thank you.
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Very truly yours,
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/s/ M. Todd Wade
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M. Todd Wade |
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MTW/lsm
cc: Derek McCandless, Esq.