1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
United Investors Income Properties
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
- --------------------------------------------------------------------------------
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class 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) 757-8081
- --------------------------------------------------------------------------------
Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Gregory M. Chait
Katherine M. Koops
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
Calculation of Filing Fee
<Table>
<Caption>
- -------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee
- -------------------------------------------------------------------------------
$ 4,920,025.60 $ 985.00
- -------------------------------------------------------------------------------
</Table>
* For purposes of calculating the fee only. This amount assumes the purchase
of 40,864 units of limited partnership interest of the subject partnership
for $120.40 per unit. The amount of the filing fee equals 1/50th of one
percent of the aggregate of the cash offered by the bidder.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
Form or Registration No.: Date Filed:
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
<Table>
<Caption>
[ ] third-party tender offer subject to Rule 14d-1 [ ] going-private transaction subject to Rule 13e-3
[X] issuer tender offer subject to Rule 13e-4 [X] amendment to Schedule 13D under Rule 13d-2
</Table>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED DISPOSITIVE POWER
19,161
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
19,161
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,161
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 31.38%
11. TYPE OF REPORTING PERSON
PN
3
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
19,161
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
19,161
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,161
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 31.38%
11. TYPE OF REPORTING PERSON
CO
4
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
20,199
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
20,199
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,199
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 33.08%
11. TYPE OF REPORTING PERSON
CO
5
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
88
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
88
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Less than 1%
11. TYPE OF REPORTING PERSON
PN
6
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
AIMCO/IPT, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
88
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
88
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Less than 1%
11. TYPE OF REPORTING PERSON
CO
7
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
UNITED INVESTORS REAL ESTATE, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
950
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
950
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
1.55%
11. TYPE OF REPORTING PERSON
PN
8
TENDER OFFER STATEMENT/ AMENDMENT NO. 5 TO SCHEDULE 13D
This Tender Offer Statement on Schedule TO relates to the tender offer by
AIMCO Properties, L.P., a Delaware limited partnership, to purchase all of the
outstanding units, or such lesser number of units as are properly tendered, of
limited partnership interest of United Investors Income Properties, a New York
limited partnership (the "Partnership"), at a price of $120.40 per unit, subject
to the conditions set forth in the Offer to Purchase dated September 4, 2001,
and in the related Letter of Transmittal and Acknowledgment and Agreement,
which, as amended and supplemented from time to time, together constitute the
tender offer. Copies of the Offer to Purchase, Letter of Transmittal and
Acknowledgment and Agreement are filed with this Schedule TO as Exhibits 1, 2
and 3, respectively. In addition, because AIMCO Properties, L.P. is an affiliate
of the Partnership, this Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as
amended. It also serves as Amendment No. 5 to the Schedule 13D filed by AIMCO
Properties, L.P. and certain of its affiliates.
The information in Exhibits 1-3, 5(a)-(c) and 6, respectively, is
incorporated in this Schedule TO by reference in answer to items 1 through 11 of
Schedule TO and in response to Items 1 through 7 of Schedule 13D.
Item 12. Exhibits.
1 Offer to Purchase, dated September 4, 2001.
2 Letter of Transmittal and related Instructions (included as
Annex II to the Offer to Purchase attached as Exhibit (a)(1)).
3 Acknowledgement and Agreement dated September 4, 2001.
4 Letter, dated September 4, 2001, from AIMCO Properties, L.P.
to the limited partners of the Partnership.
5(a) Credit Agreement (Secured Revolving Credit Facility), dated as
of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated
August 16, 1999 is incorporated herein by this reference.)
5(b) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank
Boston, N.A., and First Union National Bank. (Exhibit 10.20 to
AIMCO Properties, L.P.'s Annual Report on Form 10-K for the
year ended December 31, 1999 is incorporated herein by this
reference.)
5(c) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's
Current Report on Form 10-Q for quarter ended March 31, 2000
is incorporated herein by this reference.)
6 Agreement of Joint Filing, dated September 4, 2001, among
AIMCO, AIMCO-GP, AIMCO Properties, L.P., Insignia Properties,
L.P., AIMCO/IPT, Inc. and United Investors Real Estate, Inc.
9
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.
Date: September 4, 2001
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
------------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
------------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
------------------------------
Executive Vice President
UNITED INVESTORS REAL ESTATE, INC.
By: /s/ Patrick J. Foye
------------------------------
Executive Vice President
10
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1 Offer to Purchase, dated September 4, 2001.
2 Letter of Transmittal and related Instructions (included as
Annex II to the Offer to Purchase attached as Exhibit (a)(1)).
3 Acknowledgement and Agreement dated September 4, 2001.
4 Letter, dated September 4, 2001, from AIMCO Properties, L.P.
to the limited partners of the Partnership.
5(a) Credit Agreement (Secured Revolving Credit Facility), dated as
of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated
August 16, 1999 is incorporated herein by this reference.)
5(b) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank
Boston, N.A., and First Union National Bank. (Exhibit 10.20 to
AIMCO Properties, L.P.'s Annual Report on Form 10-K for the
year ended December 31, 1999 is incorporated herein by this
reference.)
5(c) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties,
L.P., Bank of America, as Administrative Agent, and U.S. Bank
National Association, as Lender. (Exhibit 10.4 to AIMCO's
Current Report on Form 10-Q for quarter ended March 31, 2000
is incorporated herein by this reference.)
6 Agreement of Joint Filing, dated September 4, 2001, among
AIMCO, AIMCO-GP, AIMCO Properties, L.P., Insignia Properties,
L.P., AIMCO/IPT, Inc. and United Investors Real Estate, Inc.
</Table>