Exhibit (a)(5)
July 7, 2005
TO: UNIT HOLDERS OF UNITED INVESTORS INCOME PROPERTIES, L.P.
SUBJECT: INCREASED AND EXTENDED OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the Offer to Purchase and related Letters of Transmittal sent to
you previously (the "Offer"), 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, and Steven Gold (collectively the "Purchasers")
are offering to purchase up to 21,372 Units of limited partnership interest (the
"Units") in UNITED INVESTORS INCOME PROPERTIES, L.P. (the "Partnership"). We are
sending you this letter to announce that we have extended the Expiration Date
and increased the purchase price by 20%. We are now offering to purchase your
Units for:
$132 per Unit
-------------
We are also extending the Expiration Date to July 29, 2005. The Offer will
provide you with an opportunity to liquidate all, or a portion of, your
investment in UNITED INVESTORS INCOME PROPERTIES, L.P. without the usual
transaction costs associated with market sales or partnership transfer fees. As
of the date hereof, a total of 398 Units of the Partnership have been tendered
by securities holders and not withdrawn. No other Units have been tendered to
date.
We have included with this letter a copy of the combined financial statements of
the entity Purchasers. Mr. Steven Gold has more than sufficient cash and/or
liquid assets to purchase his maximum allocation of Units, so his net worth is
immaterial. After carefully reading the enclosed Offer, if you elect to tender
your Units, mail (using the enclosed pre-addressed, postage paid envelope) or
fax a duly completed and executed copy of the Letter of Transmittal (printed on
blue paper) and change of address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depository at
800-854-8357.
This Offer expires (unless extended) July 29, 2005
Combined Balance Sheet for all Entity Purchasers
As of March 31, 2005
Unaudited
TOTAL
------------------
ASSETS
Current Assets
Total Checking/Savings 2,924,512.38
------------------
Total Accounts Receivable 1,009,267.50
------------------
Total Current Assets 3,933,779.88
Other Assets
Total Investment Portfolio 15,619,499.10
Total Start Up Costs 2,924,859.69
------------------
Total Other Assets 18,544,358.79
------------------
TOTAL ASSETS 22,478,138.67
==================
LIABILITIES & EQUITY
Liabilities
Total Current Liabilities 194,802.29
------------------
Total Long Term Liabilities 2,313,731.51
------------------
Total Liabilities 2,508,533.80
------------------
Total Equity 19,969,604.87
------------------
TOTAL LIABILITIES & EQUITY 22,478,138.67
==================
Combined Profit and Loss for all Entity Purchasers
As of March 31, 2005
Unaudited
TOTAL
--------------
Ordinary Income/Expense
Income
Total Distributions Rec'd 167,917.92
Total Dividends/Inv Interest 22,085.44
Total Gain on Sale 2,217,339.80
Total Interest Income 7,035.08
Total Dividends Rec'd 41,995.89
Investment Advisory Fee -10,638.70
Total Distributions Received 255,346.60
Total Dividends/Interest 38,891.81
Total Dividends Received 53,247.00
Total Income 2,793,220.84
--------------
Gross Profit 2,793,220.84
Total Expense 1,129,100.67
--------------
Net Ordinary Income 1,664,120.17
--------------
Net Income 1,664,120.17
==============
Combined Statement of Cash Flows for all Entity Purchasers
As of March 31, 2005
Unaudited
TOTAL
---------------
Net cash provided by Operating Activities -125,594.93
Net cash provided by Investing Activities 28,747.96
---------------
Net cash provided by Financing Activities -1,808,126.38
---------------
Net cash increase for period -1,904,973.35
Cash at beginning of period 4,829,485.73
===============
Cash at end of period 2,924,512.38
===============
Please note that the foregoing financial statements are not audited because
audited financial statements are not available or obtainable without
unreasonable cost or expense. Further, the financial statements may not be
prepared in compliance with GAAP because the Purchasers' assets are carried at
cost basis and not adjusted to market (in part because there is no market for
most such securities). A reconciliation is unavailable or not obtainable without
unreasonable cost or expense.