8-K 1 uigp.txt UIGP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2004 UNITED INVESTORS GROWTH PROPERTIES (Exact name of registrant as specified in its charter) Missouri 0-17645 43-1483928 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (864) 239-1000 155 N. Lake Ave., Suite 1000 Pasadena, CA 91101 (Former address, if changed since last report) Item 1. Changes in Control of Registrant On February 27, 2004, (i) AIMCO/IPT, Inc., a Delaware corporation ("AIMCO/IPT"), and a wholly owned subsidiary of Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), acquired from Everest Properties, Inc., a California corporation ("Everest"), all of the capital stock of United Investors Real Estate, Inc., a Delaware corporation ("UIRE"), the sole general partner of United Investors Growth Properties (the "Partnership"), and (ii) AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"), and the operating partnership of AIMCO, acquired from Everest 14,328 limited partnership units (the "Units") in the Partnership. The purchase price for the stock of UIRE and the Units was $100,000, which was obtained from available cash balances. As the sole stockholder of UIRE, AIMCO/IPT is in a position to remove the current directors and elect the directors of UIRE and consequently to control the Partnership. As of February 27, 2004, David I. Lesser and W. Robert Kohorst resigned as directors of UIRE, and AIMCO/IPT appointed Martha L. Long and Peter Kompaniez as directors of UIRE. As a result of AIMCO's purchase of the Units, AIMCO OP now owns 36.5% of the outstanding limited partnership units of the Partnership. Everest had originally acquired the stock of UIRE and the Units from AIMCO/IPT and AIMCO OP, respectively, on May 1, 2003. In connection with the May 1, 2003 transaction, UIRE and the Partnership entered into a Services Agreement (the "Services Agreement") with NHP Management Company ("NHP"), an affiliate of AIMCO, whereby NHP agreed to provide portfolio management services and property management services for the Partnership. Subsequent to AIMCO/IPT's repurchase of UIRE, the Services Agreement was terminated. Item 2. Acquisition or Disposition of Assets. Prior to January 1, 2004, the Partnership owned 100% of the membership interest in AIMCO Terrace Royale, L.L.C., a Delaware limited liability company. The Partnership has adopted a new operating agreement for that company, appointed Everest as its manager, changed the company's name to Everest Terrace Royale, LLC ("Terrace Royale"), and distributed to its partners all of the membership interests that the Partnership held in Terrace Royale, as a distribution in kind. The record date for the distribution, and the effective date for allocation, tax and all other purposes, was January 1, 2004. Limited partners of the Partnership received one unit of membership interest in Terrace Royale for each unit of limited partnership interest held in the Partnership on the record date. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED INVESTORS GROWTH PROPERTIES By: United Investors Real Estate, Inc. Its General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President Date: March 24, 2004