SC 14D9 1 d05698bsc14d9.txt SC 14D9 - SOLICITATION/RECOMMENDATION AGREEMENT 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 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 (303) 757-8101 -------------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) [ ] 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 $108.00 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 May 9, 2003 (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 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000. (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. -2- ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. (a) Not Applicable. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (b) On March 31, 2003, AIMCO Properties purchased 80 units in United Investors Income Properties at a price of $109.67 per unit. 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 May 9, 2003, is incorporated herein by reference). (a)(2) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Schedule TO of AIMCO Properties, dated May 9, 2003, is incorporated herein by reference). (a)(3) Letter to Limited Partners of the Partnership, dated May 9, 2003 (Exhibit (a)(4) to Schedule TO of AIMCO Properties, dated May 9, 2003, 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: May 9, 2003 UNITED INVESTORS INCOME PROPERTIES By: United Investors Real Estate, Inc. ------------------------------------ (General Partner) By: /s/ Patrick J. Foye ------------------------------------ Executive Vice President -4-