Securities and Exchange Commission,
Washington, D.C. 20547
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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 Growth Properties
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(Name of Subject Company)
United Investors Growth Properties
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(Name of Persons Filing Statement)
Limited Partnership Units
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(Title of Class of Securities)
None
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(CUSIP Number of Class of 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) 757-8101
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(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Gregory M. Chait
Robert Barker
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
The information in the Offer to Purchase of AIMCO Properties, L.P. dated
February 25, 2002 (the "Offer") and Letter to Limited Partners dated February
25, 2002 is incorporated herein by reference in answer to all of the Items of
this Schedule 14D-9 except as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by United Investors Growth Properties
(the "Registrant"), a Missouri limited partnership of which the sole general
partner is United Investors Real Estate, Inc., a wholly owned subsidiary of the
Apartment Investment and Management Company. The Registrant's business address
is Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000,
Denver, Colorado 80222, and its telephone number is (303) 757-8101. The title of
the class of equity securities to which this statement relates are the units of
limited partnership interest of the Registrant.
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. for Units of Limited
Partnership interest of United Investors Growth Properties (Exhibit 1
to Schedule TO of AIMCO Properties, L.P., dated February 25, 2002, is
incorporated herein by reference).
(b) Letter to Limited Partners of United Investors Growth Properties,
dated February 25, 2002 (Exhibit 4 to Schedule TO of AIMCO Properties,
L.P., dated February 25, 2002, is incorporated herein by reference).
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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: February 25, 2002
UNITED INVESTORS GROWTH
PROPERTIES, a Missouri limited partnership
By: UNITED INVESTORS
REAL ESTATE, INC.
By: /s/ Patrick J. Foye
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(Executive Vice President)
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