-----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, NYVhEkwR5AAx8hynVmFC7hmiAiIbpeYu3XCYvei6PtTi/R+1P1Y/0ACJ01CrA6CD 3v8UfB+ihAi0bf72weqEgw== 0000950134-05-012026.txt : 20050615 0000950134-05-012026.hdr.sgml : 20050615 20050615152423 ACCESSION NUMBER: 0000950134-05-012026 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 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: 05897473 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 d26286sc14d9.txt SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) Martha L. Long Senior Vice President Apartment Investment and Management Company 55 Beattie Place Greenville, South Carolina 29601 (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 DeWaay Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund 21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005, LLC, Steven Gold, MacKenzie Patterson Fuller, Inc., and C.E. Patterson (collectively, the "Offerors"), to purchase limited partnership units ("Units") of United Investors Income Properties, at a price of $110.00 per Unit in cash. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of June 2, 2005 (the "Offer to Purchase"), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the "SEC") on June 2, 2005. 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 limited partnership units of the Partnership. As of June 14, 2005, 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., 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 $110.00 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 June 2, 2005. 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. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. Not applicable. ITEM 4. THE SOLICITATION OR RECOMMENDATION. The information set forth in the Letter to the Unit holders, dated as of June 15, 2005, a copy of which is attached hereto as Exhibit (a)(1), 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. The information set forth in the Letter to the Unit holders, dated as of June 15, 2005, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(1) Letter to the Unit Holders of the Partnership, dated June 15, 2005. (e) Not applicable. (g) Not applicable. 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: June 15, 2005 UNITED INVESTORS INCOME PROPERTIES By: United Investors Real Estate, Inc. ------------------------------------ (General Partner) By: /s/ Martha L. Long ------------------------------------ Senior Vice President EX-99.(A)(1) 2 d26286exv99wxayx1y.txt LETTER TO THE UNIT HOLDERS OF THE PARTNERSHIP EXHIBIT (a)(1) UNITED INVESTORS INCOME PROPERTIES C/O UNITED INVESTORS REAL ESTATE, INC. 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 June 15, 2005 Dear Limited Partner: As you may be aware by now, MPF DeWaay Fund 2, LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 5, LLC, Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson Special Fund 6-A, LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund 21, LLC, MPF DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005, LLC, and Steven Gold (collectively, the "MacKenzie Group"), initiated an unsolicited tender offer to buy units of limited partnership interest ("Units") in United Investors Income Properties (the "Partnership") on June 2, 2005. The Partnership, through its general partner, United Investors Real Estate, Inc., is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject this offer or to state that the Partnership is remaining neutral with respect to this offer. The general partner does not express any opinion, and is remaining neutral, with respect to the MacKenzie Group's offer, because the general partner does not have a reliable indicator of the fair value of the Units. The Partnership has not recently conducted an analysis of the value of its Units, but the Partnership notes that the MacKenzie Group estimates the liquidation value of the Partnership to be $152.37 per Unit. 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. THEREFORE, THE GENERAL PARTNER IS REMAINING NEUTRAL AND DOES NOT EXPRESS ANY OPINION WITH RESPECT TO THE MACKENZIE GROUP OFFER. However, we call your attention to the following considerations: o The Partnership recently declared a distribution of approximately $3.2426 per Unit on June 1, 2005 and is making the distribution on or about June 14, 2005. The MacKenzie Group offer states that the $110.00 per Unit offer price will be reduced by the amount of any distributions declared or made between June 2, 2005 and July 6, 2005, which may be further extended. Accordingly, the general partner expects that the MacKenzie Group offer will be reduced by the amount of this distribution. o The Partnership has entered into an agreement to sell Meadow Wood Apartments to an unaffiliated third party for $5,075,000. The general partner has not yet determined the amount of the distributions, if any, that will result from the sale of Meadow Wood Apartments. To the extent that the Partnership declares or makes any such distributions prior to the expiration of the MacKenzie Group offer, the offer price of the MacKenzie Group offer will be further reduced by this amount. o In connection with previously contemplated financings of Meadow Woods Apartments and Bronson Place Apartments, potential lenders to the Partnership obtained appraisals of those properties, copies of which have been obtained by the Partnership. In an appraisal report dated September 27, 2004, a third party appraiser concluded that the market value of Meadow Wood Apartments, a 85-unit garden style apartment complex located in Medford Oregon, was $5,550,000 as of September 21, 2004. In another appraisal report dated November 8, 2004, a third party appraiser concluded that the market value of Bronson Place Apartments, a 70-unit garden style apartment complex located in Mountlake Terrace, Washington, was $3,800,000 as of November 3, 2004. o The Partnership distributed to the limited partners $9.38 per Unit in the year ended December 31, 2004 and $6.57 per Unit in the year ended December 31, 2003. o The MacKenzie Group's offer to purchase estimates the liquidation value of the Partnership to be $152.37 per Unit. However, the MacKenzie Group is only offering $110.00 per Unit. o Any increase in the MacKenzie Group's ownership of Units as a result of the MacKenzie Group's offer may affect the outcome of Partnership decisions, in that the increase will concentrate ownership of Units. Affected decisions may include any decision in which limited partners unaffiliated with the general partner are given an opportunity to object. o AIMCO Properties, L.P. ("AIMCO Properties") and its affiliates, which collectively hold 24,490 Units, or approximately 40.11% of the outstanding Units, do not intend to tender any of their Units in the MacKenzie Group's offer. o The MacKenzie Group's offer is limited to 21,372 Units. If more than 21,372 Units are tendered in response to their offer, the MacKenzie Group will accept the Units on a pro rata basis. Therefore, an investor who tenders all of its Units might not fully dispose of its investment in the Partnership. o The MacKenzie Group's offer to purchase provides limited past sale price information with which to compare their offer price. The American Partnership Board has reported high and low sales prices of $108.77 and $102.75 per Unit, respectively, for the period from October 2002 through May 2005. The Direct Investments Spectrum has reported high and low sales prices of $135.00 and $100.00 per Unit, respectively, for the period from December 2001 through January 2005. AIMCO Properties commenced tender offers in May 2003 at a price per Unit of $108.00 and in August 2002 at a price per Unit of $126.00. In addition, AIMCO Properties has recently purchased in private transactions 10 Units on April 2, 2005 at a price of $120.00 per Unit, 11 Units on March 11, 2005 at a price of $95.71 per Unit, and 40 Units on January 24, 2005 at a price of $62.42 per Unit. 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 limited partner may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their Units 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 need further information about your options, please contact Martha Long at AIMCO Properties at (864) 239-1000. You can also contact The Altman Group, Inc., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, and its toll free telephone number is (800) 217-9608. The facsimile number of The Altman Group, Inc. is (201) 460-0050. Sincerely, United Investors Real Estate, Inc. General Partner -----END PRIVACY-ENHANCED MESSAGE-----