EXHIBIT (A)(2)
UNITED INVESTORS INCOME PROPERTIES
C/O UNITED INVESTORS REAL ESTATE, INC.
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
September 26, 2007
Dear Limited Partner:
As you may be aware by now, MPF-NY 2007, LLC; MPF Badger Acquisition Co.,
LLC; MPF DeWaay Fund 4, LLC; MPF Income Fund 23, LLC; MPF DeWaay Fund 6, LLC;
MPF Special Fund 8, LLC; MP Income Fund 12, LLC; MP Value Fund 7, LLC; MacKenzie
Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF
DeWaay Fund 5, LLC; MPF Income Fund 24, LLC and MacKenzie Patterson Fuller, LP
(collectively, the "MPF Group") initiated an unsolicited tender offer to buy
units of limited partnership interest (the "Units") in United Investors Income
Properties (the "Partnership") on September 13, 2007. The general partner of the
Partnership, United Investors Real Estate, Inc., first became aware of the offer
by the MPF Group on September 13, 2007.
The Partnership, through its general partner, is required by the rules of
the Securities and Exchange Commission (the "SEC") to make a recommendation
regarding whether you should accept or reject such offer or to state that the
Partnership is remaining neutral with respect to such offer. The general partner
is of the opinion that secondary market sales information is not a reliable
measure of value in this instance because of the limited number of reported
trades and the Partnership has not recently conducted an analysis of the value
of its Units. BECAUSE THE GENERAL PARTNER DOES NOT HAVE A RELIABLE INDICATOR OF
THE FAIR VALUE OF THE UNITS, THE GENERAL PARTNER IS REMAINING NEUTRAL AND DOES
NOT EXPRESS ANY OPINION WITH RESPECT TO THE MPF GROUP'S OFFER.
We call your attention to the following considerations:
- The MPF Group's offer price is $40.00 per Unit, which will be reduced
by the amount of any distributions declared or made between September
13, 2007 and October 31, 2007, or such other date to which the MPF
Group offer may be extended.
- The MPF Group's offer is for all of the outstanding Units not already
owned by the MPF Group. According to our records, the MPF Group
directly owns no Units; however, affiliates of the MPF Group own 1,376
Units, or 2.25 percent of the total outstanding Units, as of September
18, 2007. The MPF Group may be affiliated with other limited partners
of the Partnership whose Units are included in its statement of
ownership. Any acquisition of Units by the MPF Group as a result of
the MPF Group's offer may affect the outcome of Partnership decisions,
in that the purchases may concentrate ownership of Units.
- The MPF Group's offer states that you will have the right to withdraw
Units tendered in the offer at any time until the expiration of the
offer on October 31, 2007, or such other date to which the MPF Group's
offer may be extended, or, if your Units have not been accepted for
payment by November 12, 2007, you can withdraw them at any time after
such time until your Units are accepted for payment.
- The MPF Group does not indicate what its specific plans or proposals
are regarding future tender offers. However, it states that it may
consider future offers for the Units.
- AIMCO Properties, L.P. and its affiliates ("AIMCO Properties"), which
collectively hold 24,498 Units, or 40.12 percent of the total
outstanding Units, do not intend to tender any of their Units in the
MPF Group's offer.
- The Partnership's current investment property consists of two
properties: Bronson Place Apartments, a 70-unit apartment complex
located in Mountlake Terrace, Washington, and Defoors Crossing
Apartments, a 60-unit apartment complex located in Atlanta, Georgia.
The general partner is currently reviewing Bronson Place Apartments
for potential sale. However, Bronson Place Apartments is not
currently listed for sale or being marketed for sale, and no
assurances can be given regarding the timing or amount of a sale, if
at all.
- In connection with the September 2007 refinancing of the first
mortgage loan encumbering Bronson Place Apartments, the lender to the
Partnership obtained an appraisal of the property. The Partnership is
obtaining a copy of this appraisal report and will send this
information to the limited partner if it is received in a timely
manner.
- Although no assurances can be given regarding the timing or amount of
any transaction, if at all, the general partner continues to analyze
strategic alternatives with regard to both of the Partnership's
investment properties and the Partnership.
- Since 2004, the Partnership has declared and made the following
distributions to the limited partners:
YEAR OF DISTRIBUTION AMOUNT PER
DISTRIBUTION LIMITED PARTNERSHIP UNIT DISTRIBUTION TYPE
- ------------ ------------------------ --------------------------------------
2004 $ 9.38 Proceeds from Operations
2005 $113.90 Proceeds from Operations ($6.16 per
Unit); Proceeds from sale of Meadow
Wood Apartments ($80.11 per Unit);
Proceeds from refinancing of mortgage
encumbering Bronson Place Apartments
($27.63 per Unit)
2006 $ 1.79 Proceeds from Operations
- Since 2004, AIMCO Properties has purchased in private transactions 26
Units at a price of $242.05 per Unit in 2004 and 11 Units, 10 Units,
40 Units and 8 Units at prices of $95.71 per Unit, $120.00 per Unit,
$62.42 per Unit and $13.94 per Unit, respectively, in 2005.
- Set forth below is secondary sales information as reported by Direct
Investments Spectrum (formerly known as The Partnership Spectrum) and
the American Partnership Board, which are the only two independent
sources from which we currently have information regarding secondary
market sales. The gross sales prices reported by these services do not
necessarily reflect the net sales proceeds received by sellers of
Units, which typically are reduced by commissions and other secondary
market transaction costs to amounts less than the reported price. We
do not know whether the information compiled by these services is
accurate or complete. Other sources, such as The Stanger Report, may
contain prices for Units that equal or exceed the sales prices
reported by Direct Investments Spectrum and the American Partnership
Board
- Set forth below are the high and low sales prices of Units during
the years ended December 31, 2004, 2005 and 2006, and for 2007
(through May 31, 2007) as reported by Direct Investments
Spectrum, an independent third-party source.
HIGH LOW
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Year Ended 2004: $130.00 $101.00
Year Ended 2005: $145.11 $100.00
Year Ended 2006: $ 60.00 $ 52.00
Year Ended 2007 (through May 31): $ 55.00 $ 55.00
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- Set forth below are the high and low sales prices of Units during
the years ended December 31, 2004, 2005 and 2006, and for 2007
(through August 31, 2007) as reported by the American Partnership
Board, an independent third-party source.
HIGH LOW
------- -------
Year Ended 2004: $106.00 $102.75
Year Ended 2005: $145.11 $108.77
Year Ended 2006: $ 60.25 $ 60.25
Year Ended 2007 (through August 31): $ 55.00 $ 55.00
The general partner urges each investor to carefully consider the foregoing
information before tendering his or her Units to the MPF Group.
Each limited partner should make its own decision as to whether or not it
should tender or refrain from tendering its Units in an offer in light of its
unique circumstances including (i) its investment objectives, (ii) its financial
circumstances including the tolerance for risk and need for liquidity, (iii) its
views as to the Partnership's prospects and outlook, (iv) its own analysis and
review of all publicly available information about the Partnership, (v) other
financial opportunities available to it, (vi) its own tax position and tax
consequences, and (vii) other factors that the holder of Units may deem relevant
to its decision. Under any circumstances, limited partners should be aware that
a sale of their interests in the Partnership will have tax consequences that
could be adverse.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN
PARTICULAR SITUATION AND THE EFFECT OF ANY NEGATIVE CAPITAL ACCOUNTS.
If you would like to discuss your Partnership's performance in greater
detail, please contact our Investor Relations Department at ISTC Corporation at
(864) 239-1029 or at P.O. Box 2347, Greenville, SC 29602. Please be advised that
the information contained in this letter reflects the extent of our advice with
respect to this offer.
Sincerely,
United Investors Real Estate, Inc.
General Partner
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