-----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, OaG4SLnWTfC0L45BX63jHtDy9S8eWN3cINogZgeAD6Iu1b7yNj2w2q9VT0Dyee11 qaqzDRcY79r1rZ6JqAEPfg== 0000950134-02-010442.txt : 20020820 0000950134-02-010442.hdr.sgml : 20020820 20020820163215 ACCESSION NUMBER: 0000950134-02-010442 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020820 SUBJECT COMPANY: 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: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-56351 FILM NUMBER: 02743956 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 FILED BY: 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: SC 14D9 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 SC 14D9 1 d99288csc14d9.txt SCHEDULE 14D-9 Securities and Exchange Commission Washington, D.C. 20547 ---------- SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __ ) UNITED INVESTORS INCOME PROPERTIES - -------------------------------------------------------------------------------- (Name of Subject Company) UNITED INVESTORS INCOME PROPERTIES - -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) Limited Partnership Units - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Patrick J. Foye Executive Vice President Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8101 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copies to: Gregory M. Chait Robert Barker Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E. Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. SCHEDULE 14D-9 This Schedule 14D-9 relates to a tender offer by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), to purchase units of limited partnership interest ("Units") of United Investors Income Properties, a Missouri limited partnership (the "Partnership"), at a price of $126.00 per unit in cash. The offer to purchase Units in the Partnership is being made pursuant to an Offer to Purchase of AIMCO Properties, dated as of August 20, 2002 (the "Offer to Purchase"), and a related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) hereto, respectively. ITEM 1. SUBJECT COMPANY INFORMATION. (a) and (b) The information set forth under "THE OFFER--Section 13. Certain Information Concerning Your Partnership" in the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON. (a) This Schedule 14D-9 is being filed by the Partnership whose general partner is United Investors Real Estate, Inc., a Delaware corporation. The Partnership's business address is Colorado Center, Tower Two, Suite 2-1000, 2000 South Colorado Boulevard, Denver, Colorado 80222, and its telephone number is (303) 757-8101. (d) The information set forth under "THE OFFER--Section 8. Information Concerning Us and Certain of Our Affiliates," "SUMMARY TERM SHEET" and "THE OFFER" in the Offer to Purchase is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (d) The information set forth under "SUMMARY TERM SHEET--Conflicts of Interest," and "THE OFFER--Conflicts of Interest and Transactions with Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 4. SOLICITATION OR RECOMMENDATION. (a) and (b) The information set forth under "SUMMARY TERM SHEET--No General Partner Recommendation" and "THE OFFER--Section 10. Position of the General Partner of Your Partnership with Respect to the Offer" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth under "THE OFFER--Section 8. Information Concerning Us and Certain of Our Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. (a) Not applicable. 2 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (b) The information set forth under "THE OFFER - Section 9. Background and Reasons for the Offer" in the Offer to Purchase is incorporated herein by reference. ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (d) Not applicable. ITEM 8. ADDITIONAL INFORMATION. (b) The information set forth in the Offer to Purchase is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(1) Offer to Purchase Units of the Partnership (Exhibit (a)(1) to Schedule TO of AIMCO Properties, dated August 20, 2002, is incorporated herein by reference). (a)(2) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Schedule TO of AIMCO Properties, dated August 20, 2002, is incorporated herein by reference). (a)(3) Letter to Limited Partners of the Partnership, dated August 20, 2002 (Exhibit (a)(4) to Schedule TO of AIMCO Properties, dated August 20, 2002, is incorporated herein by reference). (e) Not applicable. (g) None. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 20, 2002 UNITED INVESTORS INCOME PROPERTIES By: UNITED INVESTORS REAL ESTATE, INC. (General Partner) By: /s/ Patrick J. Foye ------------------------------------ Executive Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----