SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 INCOME PROPERTIES
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(Name of Subject Company)
UNITED INVESTORS INCOME PROPERTIES
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(Name of Person(s) 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)
Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
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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)
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
SCHEDULE 14D-9
This Schedule 14D-9 relates to a tender offer by MPF DeWaay Fund 2,
LLC, MPF Flagship Fund 10, LLC, Mackenzie Patterson Special Fund 5, LLC,
Mackenzie Patterson Special Fund 6, LLC, Mackenzie Patterson Special Fund 6-A,
LLC, Mackenzie Patterson Special Fund 7, LLC, MPF Income Fund 21, LLC, MPF
DeWaay Premier Fund 2, LLC, MPF Flagship Fund 9, LLC, MPF-NY 2005, LLC, Steven
Gold, MacKenzie Patterson Fuller, Inc., and C.E. Patterson (collectively, the
"Offerors"), to purchase limited partnership units ("Units") of United Investors
Income Properties, at a price of $110.00 per Unit in cash. The offer to purchase
Units is being made pursuant to an Offer to Purchase of the Offerors, dated as
of June 2, 2005 (the "Offer to Purchase"), and a related Letter of Transmittal,
copies of which were filed with the Securities and Exchange Commission (the
"SEC") on June 2, 2005.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is United Investors Income Properties,
a Missouri limited partnership (the "Partnership"). The address of the principal
executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089,
Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.
The title of the class of equity securities to which this Schedule
14D-9 relates is the limited partnership units of the Partnership. As of June
14, 2005, 61,063 Units were outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule 14D-9 is being filed by the Partnership, the subject
company. The Partnership's general partner is United Investors Real Estate,
Inc., a Delaware corporation. The Partnership's business address and telephone
number are set forth in Item 1 above.
This Schedule 14D-9 relates to a tender offer by the Offerors to
purchase Units of the Partnership in cash, at a price of $110.00 per Unit. The
offer to purchase Units in the Partnership is being made pursuant to the Offer
to Purchase and a related Letter of Transmittal. The tender offer is described
in a Tender Offer Statement on Schedule TO (as amended and supplemented from
time to time, the "Schedule TO"), which was filed with the SEC on June 2, 2005.
As set forth in the Offer to Purchase incorporated by reference into the
Schedule TO, the principal business address of each of the Offerors is 1640
School Street, Moraga, California 94556.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The information set forth in the Letter to the Unit holders, dated as
of June 15, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Not applicable.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in the Letter to the Unit holders, dated as
of June 15, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 9. EXHIBITS.
(a)(1) Letter to the Unit Holders of the Partnership, dated June 15, 2005.
(e) Not applicable.
(g) Not applicable.
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: June 15, 2005
UNITED INVESTORS INCOME PROPERTIES
By: United Investors Real Estate, Inc.
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(General Partner)
By: /s/ Martha L. Long
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Senior Vice President