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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 2)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED INVESTORS GROWTH PROPERTIES II
(Name of Subject Company)
UNITED INVESTORS GROWTH PROPERTIES II
(Name of Persons Filing Statement)
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 Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of United Investors Growth Properties II, a Missouri limited
partnership (the "Partnership"), with its business address located at
1873 South Bellaire Street, 17th Floor, Denver, Colorado, 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership
(the "AIMCO OP"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information in the Offer to Purchase of AIMCO Properties,
L.P. and the Supplement to the Offer to Purchase, dated July 1, 1999
(the "July 1 Supplement"), copies of which are included as Exhibits
(a)(2) and (a)(4) hereto, respectively, under "The Offer -- Section 10.
Position of the General Partner of Your Partnership With Respect to the
Offer" is incorporated herein by reference. The information in the
Supplement to the Offer to Purchase, dated July 2, 1999 (the "July 2
Supplement"), a copy of which is included as Exhibit (a)(5) hereto, is
also incorporated herein by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
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(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Prior Tender Offers" and "The Offer -- Section 13. Certain
Information Concerning Your Partnership -- Beneficial
Ownership of Interests in Your Partnership is incorporated
herein by reference."
(b) Units held by AIMCO Properties, L.P. or its affiliates will
not be tendered.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) - (b) Not Applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase, the July 1 Supplement and the July 2
Supplement are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated July 16, 1999.
(a)(2) Offer to Purchase, dated May 19, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated May 19, 1999,
is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated May 19, 1999 (Exhibit (a)(2) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated May 19,
1999, is incorporated herein by reference).
(a)(4) Supplement to the Offer to Purchase, dated July 1, 1999
(Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of
AIMCO Properties, L.P., dated July 1, 1999, is incorporated
herein by reference).
(a)(5) Supplement to the Offer to Purchase, dated July 2, 1999
(Exhibit (a)(6) to Amendment No. 2 to the Schedule 14D-1 of
AIMCO Properties, L.P., dated July 2, 1999, is incorporated
herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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SIGNATURE
After reasonable 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: July 16, 1999
UNITED INVESTORS GROWTH
PROPERTIES II
a Missouri limited partnership
By: UNITED INVESTORS REAL ESTATE, INC.
its General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1) Letter to Limited Partners, dated July 16, 1999.
(a)(2) Offer to Purchase, dated May 19, 1999 (Exhibit (a)(1)
to the Schedule 14D-1 of AIMCO Properties, L.P.,
dated May 19, 1999, is incorporated herein by
reference).
(a)(3) Letter of Transmittal, dated May 19, 1999 (Exhibit
(a)(2) to the Schedule 14D-1 of AIMCO Properties,
L.P., dated May 19, 1999, is incorporated herein by
reference).
(a)(4) Supplement to the Offer to Purchase, dated July 1,
1999 (Exhibit (a)(4) to Amendment No. 1 to the
Schedule 14D-1 of AIMCO Properties, L.P., dated July
1, 1999, is incorporated herein by reference).
(a)(5) Supplement to the Offer to Purchase, dated July 2,
1999 (Exhibit (a)(6) to Amendment No. 2 to the
Schedule 14D-1 of AIMCO Properties, L.P., dated July
2, 1999, is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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Exhibit (a)(1)
UNITED INVESTORS GROWTH PROPERTIES II
55 Beattie Place
Greenville, South Carolina 29602
July 16, 1999
Dear Limited Partner:
You should have recently received a letter from Bond Purchase, L.L.C.
("Bond"), a group apparently operating out of Midwestern post office box, asking
you if you "Are wondering what is going on?"
HERE IS WHAT IS GOING ON. At this point you should have received two
offers to purchase your limited partnership interest ("Units") in United
Investors Growth Properties II (the "Partnership"). One offer is from us, an
affiliate of the General Partner, and the other offer is from Bond. The
following table summarizes the two offers:
<TABLE>
AIMCO Offer Bond Offer
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<S> <C> <C>
Purchase Price: $93. THAT IS IF YOU OWN 5 UNITS, $91, less $100 per transfer. THAT
YOU WILL RECEIVE $465 IS, IF YOU OWN 5 UNITS, YOU WILL
RECEIVE $355
Number of Units Sought: 9,297.45 Units A maximum of 500 Units
Taxable Transaction: Yes Yes
Expiration Date of Offer: July 30, 1999, unless extended July 30, 1999 unless extended
</TABLE>
HERE IS WHAT IS GOING ON. One offer, the AIMCO Offer, provides detailed
information relating to the Partnership's properties and operations. One offer,
the Bond Offer, is a two page generic document which provides no information
regarding the Partnership's properties and its operations.
HERE IS WHAT IS GOING ON. The Partnership is required by the rules of
the Securities and Exchange Commission to make a recommendation whether you
should accept or reject AIMCO's Offer and/or Bonds' Offer, or whether the
Partnership is remaining neutral with respect to one or both of the Offers. Due
to its affiliation with AIMCO, the Partnership making no recommendation and is
remaining neutral as to whether limited partners should tender their Units
pursuant to the Offers. The Partnership does believe, however, that Limited
Partners who desire to presently liquidate their interest in the Partnership
should tender their Units for the greatest purchase price available.
If you previously tendered your Units and desire to withdraw your
tender, you may do so by forwarding a Notice of Withdrawal to the appropriate
party. Please note that you may only withdraw your tender of Units in the
current Offers. Any Units tendered in previous tenders and accepted for payment
may not be withdrawn.
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If you have any questions, please contact Corporate Investor
Communications at (877) 460-2557.
Sincerely,
UNITED INVESTORS GROWTH PROPERTIES II
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