SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, DC 20549
--------------------
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED INVESTORS GROWTH 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 of Securities)
NONE
(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) 757-8081
- --------------------------------------------------------------------------------
(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy To:
Gregory M. Chait
Robert Barker
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
---------------------------- ------------------------------
$78,118.27 $7.18*
</Table>
* Previously paid.
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
TENDER OFFER STATEMENT
This Tender Offer Statement on Schedule TO, as amended, relates to the tender
offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase
outstanding units of limited partnership interest of United Investors Growth
Properties, a Missouri limited partnership, at a price of $4 per unit in cash,
subject to the conditions set forth in the Offer to Purchase, dated February 25,
2002, and in the Press Release, dated March 19, 2002, 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
and Press Release are filed with this Schedule TO as Exhibits 1, 2, 3, and 11,
respectively.
Based on information provided by the general partner of United Investors Growth
Properties, AIMCO Properties believes it will not be able to purchase more than
19,529.57 units in the offer because the partnership agreement of UIGP prohibits
the purchase of units which, together with all other units previously
transferred in the preceding twelve months, exceeds 50% of the outstanding
units.
================================================================================
Item 3. Identity and Background of Filing Person.
On March 13, 2002, AIMCO Properties, L.P. filed a Current Report on Form 8-K
with the Securities and Exchange Commission.
Item 12. Exhibits.
1 Offer to Purchase limited partnership units of United Investors Growth
Properties, dated February 25, 2002.*
2 Letter of Transmittal and related instructions, dated February 25, 2002
(included as Annex II to the Offer to Purchase attached as Exhibit
(1)(a)).*
3 Acknowledgement and Agreement, dated February 25, 2002.*
4 Letter, dated February 25, 2002 from AIMCO Properties, L.P., to the
limited partners of United Investors Growth Properties.*
5 Third Amended and Restated Credit Agreement (Secured Revolving Credit
Facility), dated as of November 6, 2001, by and among AIMCO Properties,
L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A., Fleet National Bank, and First Union National Bank.
(Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, filed on November 14, 2001,
is incorporated herein by this reference.)
6 Quarterly Report of AIMCO Properties, L.P., for the period ending
September 30, 2001, filed on Form 10-Q on November 14, 2001,
incorporated herein by this reference.
7 Annual Report of AIMCO Properties, L.P. for the year ended December 31,
2000, filed on Form 10-K/A on May 1, 2001, incorporated herein by this
reference.
8 Press Release of Apartment and Investment and Management Company, dated
March 11, 2002, (Exhibit 99.1 to AIMCO Properties, L.P.'s periodic
report of Form 8-K, filed March 13, 2002, is incorporated herein by
this reference).
9 Press Release of Apartment and Investment and Management Company, dated
December 4, 2001.
2
10 Press Release of Apartment and Investment and Management Company, dated
February 11, 2002.
11 Press Release of Apartment and Investment and Management Company, dated
March 19, 2002.
* Previously filed with the Tender Offer Statement on Schedule TO filed on
February 25, 2002.
3
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: March 22, 2002
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
4
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1 Offer to Purchase limited partnership units of United
Investors Growth Properties, dated February 25, 2002.*
2 Letter of Transmittal and related instructions, dated February
25, 2002 (included as Annex II to the Offer to Purchase
attached as Exhibit (1)(a)).*
3 Acknowledgement and Agreement dated, February 25, 2002.*
4 Letter, dated February 25, 2002 from AIMCO Properties, L.P.,
to the limited partners of United Investors Growth
Properties.*
5 Third Amended and Restated Credit Agreement (Secured Revolving
Credit Facility), dated as of November 6, 2001, by and among
AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP
Management Company, Bank of America, N.A., Fleet National
Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO
Properties, L.P.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001, filed on November 14, 2001,
is incorporated herein by this reference.)
6 Quarterly Report of AIMCO Properties, L.P., for the period
ending September 30, 2001, filed on Form 10-Q on November 14,
2001, incorporated herein by this reference.
7 Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2000, filed on Form 10-K/A on May 1, 2001,
incorporated herein by this reference.
8 Press Release of Apartment and Investment and Management
Company, dated March 11, 2002, (Exhibit 99.1 to AIMCO
Properties, L.P.'s periodic report of Form 8-K, filed March
13, 2002, is incorporated herein by this reference).
9 Press Release of Apartment and Investment and Management
Company, dated December 4, 2001.
10 Press Release of Apartment and Investment and Management
Company, dated February 11, 2002.
11 Press Release of Apartment and Investment and Management
Company, dated March 19, 2002.
</Table>
* Previously filed with the Tender Offer Statement on Schedule TO filed on
February 25, 2002.