SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, DC 20549
----------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
(Final Amendment)
UNITED INVESTORS GROWTH PROPERTIES
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
AIMCO PROPERTIES - OFFEROR
- --------------------------------------------------------------------------------
(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
LIMITED PARTNERSHIP UNITS
- --------------------------------------------------------------------------------
(Title 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
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>
* For purposes of calculating the fee only.
** 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 [ ] going-private transaction
Rule 14d-1. subject to Rule 13e-3.
[ ] issuer tender offer subject to Rule [ ] amendment to Schedule 13D
13e-4. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [X]
TENDER OFFER STATEMENT
This is the Final Amendment to the Tender Offer Statement on Schedule
TO relating 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 related Letter of Transmittal and
Acknowledgment and Agreement, which, as amended, together constitute the tender
offer.
At midnight, New York time, on March 29, 2002, the offer expired
pursuant to its terms. A total of 594 units, representing approximately 1.50% of
the outstanding units, were validly tendered and not withdrawn pursuant to the
offer. AIMCO Properties, L.P., has accepted for payment all of the units at a
price of $4 per unit.
2
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: April 2, 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
3