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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
_______________________
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED INVESTORS INCOME PROPERTIES
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
_______________________
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CALCULATION OF FILING FEE
- - - - --------------------------------------------------------------------------------
Transaction Valuation* $4,409,994 Amount of Filing Fee: $882.00
- - - - --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 27,055.18 units of limited partnership interest of the
subject partnership for $163 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0- 11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] Check 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:$848.49 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.:Schedule 14D Date Filed: May 27, 1999
(Continued on following pages)
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SCHEDULE 14D-1
This Statement (the "Statement") constitutes Amendment No. 1
to the Schedule 14D-1, originally filed May 27, 1999, of AIMCO Properties, L.P.
(the "AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited
partnership interest ("Units") of United Investors Income Properties (the
"Partnership"). AIMCO OP is herein referred to as the "Reporting Person." The
item numbers and responses thereto are set forth below in accordance with the
requirements of Schedule 14D-1.
(11) MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated May 19, 1999 (previously
filed).
(a)(2) Letter of Transmittal and related Instructions
(previously filed).
(a)(3) Letter, dated May 19, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(4) Supplement to Offer to Purchase, dated June 10, 1999
(b) Amended and Restated Credit Agreement (Unsecured
Revolver-to-Term Facility), dated as of October 1,
1998, among AIMCO OP, Bank of America National Trust
and Savings Association, and BankBoston, N.A.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K,
dated October l, 1998, is incorporated herein by this
reference).
(b)(2) First Amendment to Credit Agreement, dated as of
November 6, 1998, by and among AIMCO OP, the
financial institutions listed on the signature pages
thereof and Bank of America National Trust and
Savings Association (Exhibit 10.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998, is incorporated herein by this
reference).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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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 10, 1999
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
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1) Offer to Purchase, dated May 19, 1999 (previously
filed).
(a)(2) Letter of Transmittal and related Instructions
(previously filed).
(a)(3) Letter, dated May 19, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(4) Supplement to Offer to Purchase, dated June 10, 1999
(b) Amended and Restated Credit Agreement (Unsecured
Revolver-to-Term Facility), dated as of October 1,
1998, among AIMCO OP, Bank of America National Trust
and Savings Association, and BankBoston, N.A.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K,
dated October l, 1998, is incorporated herein by this
reference).
(b)(2) First Amendment to Credit Agreement, dated as of
November 6, 1998, by and among AIMCO OP, the
financial institutions listed on the signature pages
thereof and Bank of America National Trust and
Savings Association (Exhibit 10.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998, is incorporated herein by this
reference).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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SUPPLEMENT
(TO OFFER TO PURCHASE DATED MAY 19, 1999)
AIMCO PROPERTIES, L.P.
Increase in Offer Consideration
relating to
the offer to acquire units of limited partnership interest in
UNITED INVESTORS INCOME PROPERTIES
in exchange for $163 in Cash
Pursuant to an Offer to Purchase, dated May 19, 1999, we have offered
to acquire units of limited partnership interest in your partnership. Recently,
we have decided to increase our offer price per unit to $163.
June 9, 1999
