SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[ ] Definitive Proxy Statement by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
UNITED INVESTORS INCOME PROPERTIES
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UNITED INVESTORS INCOME PROPERTIES
C/O THE ALTMAN GROUP, INC.
1275 VALLEY BROOK AVENUE
LYNDHURST, NEW JERSEY 07071
(800) 217-9608
March 3, 2005
SUPPLEMENT TO CONSENT SOLICITATION STATEMENT
On February 24, 2005, United Investors Real Estate, Inc., (the "General
Partner") the general partner of United Investors Income Properties, a Missouri
limited partnership (the "Partnership"), furnished a Consent Solicitation
Statement to limited partners (the "Limited Partners") of the Partnership in
connection with an amendment (the "Amendment") of the Agreement of Limited
Partnership (the "Partnership Agreement") of your Partnership to eliminate
certain limitations on the terms of financings that the General Partner may
obtain on behalf of the Partnership.
Your Partnership intends to finance one or more of its multifamily
apartment properties (the "Properties") by obtaining loans secured by the
Properties from one or more third party lenders (collectively, the "Financings"
and individually, a "Financing"). The Amendment will provide the Partnership
greater flexibility with respect to the terms of these Financings, and as a
result, could result in Financings on terms more advantageous to the Partnership
than permitted under the existing Partnership Agreement.
This Supplement to the Consent Solicitation Statement supplements the
Consent Solicitation Statement, and to the extent that information set forth in
this Supplement to the Consent Solicitation conflicts with any information set
forth in the Consent Solicitation Statement, this Supplement to the Consent
Solicitation Statement shall control. Capitalized terms used in this Supplement
to the Consent Solicitation Statement but not otherwise defined in this
Supplement to the Consent Solicitation Statement have the meanings ascribed
thereto in the Consent Solicitation Statement.
After each Financing, the Partnership plans to distribute the resulting
net proceeds in accordance with the terms of the Partnership Agreement. The
Partnership intends to initially obtain a $3,380,000 loan secured by a first
mortgage on Meadow Wood, a 85-unit apartment complex located in Medford, Oregon
(the "Meadow Wood Financing"). The General Partner anticipates that the limited
partners of the Partnership will receive approximately $56.00 per unit of
limited partnership interest (a "unit" or collectively, "units") as a result of
the Meadow Wood Financing. The anticipated distribution amount is greater than
originally described in the Consent Solicitation Statement due to the prior
calculation mistakenly including a brokerage commission of $101,400 that will
not be payable as a result of the Financing. However, there can be no assurance
as to the amount of the distributions or that the Meadow Wood Financing will be
consummated on the terms and conditions described in the Consent Solicitation
Statement, on different terms and conditions, or at all.
The General Partner is of the opinion that the Financings at the
current time would contain loan terms that would be relatively favorable to the
Partnership. If the Amendment is not adopted, the Partnership will continue to
operate the Properties, and there can be no assurance that the General Partner
can finance the Properties on terms permitted by the Partnership Agreement, the
Partnership will make any future distributions to the Limited Partners, the
Limited Partners will receive distributions equal to any future taxable income
generated from operation, the Properties can continue to be operated without
substantial improvements, or a sale of the Properties on favorable terms will be
possible in the future.
The Consent Solicitation Statement will be extended to MIDNIGHT, NEW
YORK CITY TIME, ON MARCH 25, 2005. The Consent Solicitation Statement was
previously scheduled to expire at midnight, New York time, on March 15, 2005.
As described in the Consent Solicitation Statement, the consent of a
majority in interest of the Limited Partners is required to approve the
Amendment. As of March 3, 2005, 61,063 units were issued and outstanding, and
affiliates of the General Partner own 24,469, or approximately 40.07%, of the
outstanding units and will consent
to the proposed Amendment. As of March 3, 2005, Limited Partners owning 78 units
have voted for the Amendment, and no Limited Partners have voted against or
abstained. Limited Partners must return their Consent by March 25, 2005 (unless
such date is extended by the General Partner in its discretion and as described
in the Consent Solicitation Statement), to the Solicitation Agent by mail,
overnight courier or facsimile.
The General Partner recommends that you consent to the Amendment by
completing, dating and signing the enclosed Consent Form and returning it in the
enclosed pre-addressed, postage-paid envelope.
Questions and requests for assistance may be directed to the
Solicitation Agent, The Altman Group, Inc., at its address set forth below.
<Table>
THE SOLICITATION AGENT IS:
THE ALTMAN GROUP, INC.
By Mail, Overnight Courier or Hand: By Facsimile: For Information please call:
1275 Valley Brook Avenue (201) 460-0050 TOLL FREE (800) 217-9608
Lyndhurst, New Jersey 07071
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UNITED INVESTORS INCOME PROPERTIES
CONSENT OF LIMITED PARTNER
The undersigned, a limited partner of United Investors Income
Properties, a Missouri limited partnership (the "Partnership"), and the holder
of units ("Units") of limited partnership interest in the Partnership, acting
with respect to all of the Units owned by the undersigned, hereby:
[__] Consents [__] Withholds Consent [__] Abstains
with respect to an amendment (the "Amendment") that deletes Section 9(c)(xx) of
the Partnership's Agreement of Limited Partnership in its entirety.
IF NO ELECTION IS SPECIFIED, ANY OTHERWISE PROPERLY COMPLETED AND SIGNED CONSENT
FORM WILL BE DEEMED TO BE A CONSENT.
The undersigned hereby acknowledges receipt of the Consent Solicitation
Statement, dated February 24, 2005, and the Supplement to the Consent
Solicitation, dated March 3, 2005. THIS CONSENT IS SOLICITED ON BEHALF OF UNITED
INVESTORS INCOME PROPERTIES, BY UNITED INVESTORS REAL ESTATE, INC., THE GENERAL
PARTNER. A fully completed, signed and dated copy of this Consent Form should be
sent to the Solicitation Agent by mail or overnight courier to the address
specified below, or by fax to the fax number specified below, prior to midnight,
New York City time on March 25, 2005.
Dated: ____________, 2005
By:
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Please Print Name
If held jointly:
By:
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Please Print Name
Please sign exactly as you hold your Partnership Units. When signing as an
attorney-in-fact, executors, administrator, trustee or guardian, please give
your full title. If an interest is jointly held, each holder should sign. If a
corporation, please sign in full corporate name by a duly authorized officer. If
a partnership, please sign in partnership name by a duly authorized person.