-----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, MMacHyaFwrAngMScqkVCpjYcoX5YPf7hnRJ6v1G0lgWx+mjNMnids+jGSoePpGn6 DkMBMLVwMeOhH9aKYLpbdw== 0000950134-07-020493.txt : 20070926 0000950134-07-020493.hdr.sgml : 20070926 20070926155232 ACCESSION NUMBER: 0000950134-07-020493 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070926 DATE AS OF CHANGE: 20070926 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: 071136622 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 d50133sc14d9.txt SC 14D9 - SOLICITATION/RECOMMENDATION AGREEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED INVESTORS INCOME PROPERTIES (Name of Subject Company) UNITED INVESTORS INCOME PROPERTIES (Name of Person(s) Filing Statement) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) Martha L. Long Senior Vice President Apartment Investment and Management Company 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 (864) 239-1000 (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 MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 4, LLC; MPF Income Fund 23, LLC; MPF DeWaay Fund 6, LLC; MPF Special Fund 8, LLC; MP Income Fund 12, LLC; MP Value Fund 7, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund 5, LLC; MPF Income Fund 24, LLC and MacKenzie Patterson Fuller, LP (collectively, the "Offerors") to purchase all of the outstanding units of limited partnership interest ("Units") of United Investors Income Properties, at a price of $40.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between September 13, 2007 and October 31, 2007, or such other date to which the offer may be extended by the Offerors. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of September 13, 2007 (the "Offer to Purchase"), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the "SEC") on September 13, 2007. ITEM 1. SUBJECT COMPANY INFORMATION. The name of the subject company is United Investors Income Properties, a Missouri limited partnership (the "Partnership"). The address of the principal executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000. The title of the class of equity securities to which this Schedule 14D-9 relates is the units of limited partnership interest of the Partnership. As of June 30, 2007, 61,063 Units were outstanding. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON. This Schedule 14D-9 is being filed by the Partnership, the subject company. The Partnership's general partner is United Investors Real Estate, Inc. (the "General Partner"), a Delaware corporation. The Partnership's business address and telephone number are set forth in Item 1 above. This Schedule 14D-9 relates to a tender offer by the Offerors to purchase Units of the Partnership in cash, at a price of $40.00 per Unit. The offer to purchase Units in the Partnership is being made pursuant to the Offer to Purchase and a related Letter of Transmittal. The tender offer is described in a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the "Schedule TO"), which was filed with the SEC on September 13, 2007. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of each of the Offerors is 1640 School Street, Moraga, California 94556. 2 ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for payments to affiliates for services and for reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. Affiliates of the General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $33,000 and $28,000 for the six months ended June 30, 2007 and 2006, respectively, and approximately $59,000 and $73,000 for the years ended December 31, 2006 and 2005, respectively. An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $25,000 and $18,000 for the six months ended June 30, 2007 and 2006, respectively, and $40,000 and $76,000 for the years ended December 31, 2006 and 2005, respectively. In accordance with the Partnership Agreement, an affiliate of the General Partner advanced to the Partnership approximately $19,000 during the six months ended June 30, 2006 to fund operating expenses at Bronson Place Apartments, and approximately $105,000 and $22,000 during the years ended December 31, 2006 and 2005, respectively, to fund operating expenses at Bronson Place Apartments and DeFoors Crossing Apartments. During the year ended December 31, 2005, the Partnership repaid advances of approximately $22,000 with proceeds from the financing obtained on Bronson Place Apartments. Interest is charged at the prime rate plus 2% (10.25% at June 30, 2007). The interest charged by the affiliate of the General Partner was approximately $6,000 and less than $1,000 for the six months ended June 30, 2007 and 2006, respectively, and approximately $3,000 and less than $1,000 for the years ended December 31, 2006 and 2005, respectively. At June 30, 2007, the total amount of advances and accrued interest due to an affiliate of the General Partner was approximately $114,000. For acting as real estate broker in connection with the 1999 sale of Peachtree Corners Medical Building, the General Partner earned a real estate commission of approximately $21,000. However, this amount is not payable until the limited partners receive an amount equal to their adjusted capital investment and a cumulative distribution equal to an 8% annual return from the last additional closing date or, if greater, a 6% cumulative annual return from their date of admission to the Partnership. At December 31, 2005, the limited partners had not received their return. During the year ended December 31, 2005, the General Partner determined that the limited partners would not receive both their adjusted capital investment and applicable return with future property sales or financings. Therefore, the General Partner reversed the real estate commission previously accrued associated with the 1999 sale of Peachtree Corners Medical Building. 3 The Partnership insures its properties up to certain limits through coverage provided by Apartment Investment and Management Company ("AIMCO"), which is generally self-insured for a portion of losses and liabilities related to workers' compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the six months ended June 30, 2007, the Partnership was charged by AIMCO and its affiliates approximately $34,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2007 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $25,000 for insurance coverage and fees associated with policy claims administration during each of the years ended December 31, 2006 and 2005. In addition to its indirect ownership of the sole general partner of the Partnership, AIMCO and its affiliates owned 24,498 Units in the Partnership representing 40.12% of the outstanding Units at June 30, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. AIMCO or its affiliates may acquire additional Units in exchange for cash or a combination of cash and Units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 40.12% of the outstanding Units at June 30, 2007, AIMCO and its affiliates are in a position to influence all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder. ITEM 4. THE SOLICITATION OR RECOMMENDATION. The information set forth in the Letter to the Unit holders, dated as of September 26, 2007, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference. ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. Not applicable. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Not applicable. ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. Not applicable. ITEM 8. ADDITIONAL INFORMATION. 4 The information set forth in the Letter to the Unit holders, dated as of September 26, 2007, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(2) Letter to Unit Holders of the Partnership, dated September 26, 2007. (e) Not applicable. (g) Not applicable. 5 SIGNATURE After due 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: September 26, 2007 UNITED INVESTORS INCOME PROPERTIES By: United Investors Real Estate, Inc. (General Partner) By: /s/ Martha L. Long ------------------------------------ Martha L. Long Senior Vice President EX-99.(A)(2) 2 d50133exv99wxayx2y.txt LETTER TO UNIT HOLDERS EXHIBIT (A)(2) UNITED INVESTORS INCOME PROPERTIES C/O UNITED INVESTORS REAL ESTATE, INC. 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 September 26, 2007 Dear Limited Partner: As you may be aware by now, MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 4, LLC; MPF Income Fund 23, LLC; MPF DeWaay Fund 6, LLC; MPF Special Fund 8, LLC; MP Income Fund 12, LLC; MP Value Fund 7, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF DeWaay Fund 5, LLC; MPF Income Fund 24, LLC and MacKenzie Patterson Fuller, LP (collectively, the "MPF Group") initiated an unsolicited tender offer to buy units of limited partnership interest (the "Units") in United Investors Income Properties (the "Partnership") on September 13, 2007. The general partner of the Partnership, United Investors Real Estate, Inc., first became aware of the offer by the MPF Group on September 13, 2007. The Partnership, through its general partner, is required by the rules of the Securities and Exchange Commission (the "SEC") to make a recommendation regarding whether you should accept or reject such offer or to state that the Partnership is remaining neutral with respect to such offer. The general partner is of the opinion that secondary market sales information is not a reliable measure of value in this instance because of the limited number of reported trades and the Partnership has not recently conducted an analysis of the value of its Units. BECAUSE THE GENERAL PARTNER DOES NOT HAVE A RELIABLE INDICATOR OF THE FAIR VALUE OF THE UNITS, THE GENERAL PARTNER IS REMAINING NEUTRAL AND DOES NOT EXPRESS ANY OPINION WITH RESPECT TO THE MPF GROUP'S OFFER. We call your attention to the following considerations: - The MPF Group's offer price is $40.00 per Unit, which will be reduced by the amount of any distributions declared or made between September 13, 2007 and October 31, 2007, or such other date to which the MPF Group offer may be extended. - The MPF Group's offer is for all of the outstanding Units not already owned by the MPF Group. According to our records, the MPF Group directly owns no Units; however, affiliates of the MPF Group own 1,376 Units, or 2.25 percent of the total outstanding Units, as of September 18, 2007. The MPF Group may be affiliated with other limited partners of the Partnership whose Units are included in its statement of ownership. Any acquisition of Units by the MPF Group as a result of the MPF Group's offer may affect the outcome of Partnership decisions, in that the purchases may concentrate ownership of Units. - The MPF Group's offer states that you will have the right to withdraw Units tendered in the offer at any time until the expiration of the offer on October 31, 2007, or such other date to which the MPF Group's offer may be extended, or, if your Units have not been accepted for payment by November 12, 2007, you can withdraw them at any time after such time until your Units are accepted for payment. - The MPF Group does not indicate what its specific plans or proposals are regarding future tender offers. However, it states that it may consider future offers for the Units. - AIMCO Properties, L.P. and its affiliates ("AIMCO Properties"), which collectively hold 24,498 Units, or 40.12 percent of the total outstanding Units, do not intend to tender any of their Units in the MPF Group's offer. - The Partnership's current investment property consists of two properties: Bronson Place Apartments, a 70-unit apartment complex located in Mountlake Terrace, Washington, and Defoors Crossing Apartments, a 60-unit apartment complex located in Atlanta, Georgia. The general partner is currently reviewing Bronson Place Apartments for potential sale. However, Bronson Place Apartments is not currently listed for sale or being marketed for sale, and no assurances can be given regarding the timing or amount of a sale, if at all. - In connection with the September 2007 refinancing of the first mortgage loan encumbering Bronson Place Apartments, the lender to the Partnership obtained an appraisal of the property. The Partnership is obtaining a copy of this appraisal report and will send this information to the limited partner if it is received in a timely manner. - Although no assurances can be given regarding the timing or amount of any transaction, if at all, the general partner continues to analyze strategic alternatives with regard to both of the Partnership's investment properties and the Partnership. - Since 2004, the Partnership has declared and made the following distributions to the limited partners:
YEAR OF DISTRIBUTION AMOUNT PER DISTRIBUTION LIMITED PARTNERSHIP UNIT DISTRIBUTION TYPE - ------------ ------------------------ -------------------------------------- 2004 $ 9.38 Proceeds from Operations 2005 $113.90 Proceeds from Operations ($6.16 per Unit); Proceeds from sale of Meadow Wood Apartments ($80.11 per Unit); Proceeds from refinancing of mortgage encumbering Bronson Place Apartments ($27.63 per Unit) 2006 $ 1.79 Proceeds from Operations
- Since 2004, AIMCO Properties has purchased in private transactions 26 Units at a price of $242.05 per Unit in 2004 and 11 Units, 10 Units, 40 Units and 8 Units at prices of $95.71 per Unit, $120.00 per Unit, $62.42 per Unit and $13.94 per Unit, respectively, in 2005. - Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum) and the American Partnership Board, which are the only two independent sources from which we currently have information regarding secondary market sales. The gross sales prices reported by these services do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by these services is accurate or complete. Other sources, such as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum and the American Partnership Board - Set forth below are the high and low sales prices of Units during the years ended December 31, 2004, 2005 and 2006, and for 2007 (through May 31, 2007) as reported by Direct Investments Spectrum, an independent third-party source.
HIGH LOW ------- ------- Year Ended 2004: $130.00 $101.00 Year Ended 2005: $145.11 $100.00 Year Ended 2006: $ 60.00 $ 52.00 Year Ended 2007 (through May 31): $ 55.00 $ 55.00
-2- - Set forth below are the high and low sales prices of Units during the years ended December 31, 2004, 2005 and 2006, and for 2007 (through August 31, 2007) as reported by the American Partnership Board, an independent third-party source.
HIGH LOW ------- ------- Year Ended 2004: $106.00 $102.75 Year Ended 2005: $145.11 $108.77 Year Ended 2006: $ 60.25 $ 60.25 Year Ended 2007 (through August 31): $ 55.00 $ 55.00
The general partner urges each investor to carefully consider the foregoing information before tendering his or her Units to the MPF Group. Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership's prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the holder of Units may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their interests in the Partnership will have tax consequences that could be adverse. PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION AND THE EFFECT OF ANY NEGATIVE CAPITAL ACCOUNTS. If you would like to discuss your Partnership's performance in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at P.O. Box 2347, Greenville, SC 29602. Please be advised that the information contained in this letter reflects the extent of our advice with respect to this offer. Sincerely, United Investors Real Estate, Inc. General Partner -3- -----END PRIVACY-ENHANCED MESSAGE-----