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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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 "Partner ship"), 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 Bond Purchase LLC, with its business address located at
P.O. Box 26730, Kansas City, Missouri 64196.
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. (the "Offer to Purchase") and the Supplement to the
Offer to Purchase, dated July 2, 1999 (the "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.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 13. Certain Information Concerning Your
Partnership-- Beneficial Ownership of Interests in Your
Partnership" is incorporated
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herein by reference.
(b) AIMCO Properties, L.P., an affiliate of the Partnership, is
making a tender offer for units in the Partnership. The
information in the Offer to Purchase and Supplement is hereby
incorporated herein by reference.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a)-(b) The information in the Supplement is hereby
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase and the Supplement are incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated July 2, 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 July 2, 1999 (Exhibit (a)(2) to
Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties,
L.P., dated July 2, 1999 is incorporated herein by
reference).
(a)(4) Supplement to Offer to Purchase, dated July 2, 1999 (Exhibit
(a)(4) to Amendment No. 1 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 2, 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
- ----------- -----------
<S> <C>
(a)(1) Letter to Limited Partners, dated July 2, 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 July 2, 1999 (Exhibit (a)(2) to
Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties,
L.P., dated July 2, 1999 is incorporated by reference).
(a)(4) Supplement to Offer to Purchase, dated July 2, 1999 (Exhibit
(a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO
Properties, L.P., dated July 2, 1999 is incorporated by
reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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Exhibit (a)(1)
UNITED INVESTORS GROWTH PROPERTIES II
55 Beattie Place, P.O. Box 2347
Greenville, South Carolina 29602
July 2, 1999
Dear Limited Partner:
We understand that you have received from Bond Purchase LLC an
unregistered offer to purchase up to 500 of the outstanding limited partnership
units at $91 per unit of United Investors Growth Properties II (the
"Partnership").
The Partnership, through its general partner, United Investors Real
Estate, Inc. (the "General Partner"), is required by the rules of the
Securities and Exchange Commission to make a recommendation whether you should
accept or reject such offer, or whether the Partnership is remaining neutral
with respect to such offer. The General Partner is not making any
recommendation with respect to such offer. However, it should be noted that such
offer is at a lower price and for less units than the offer being made by AIMCO
Properties, L.P., which is for 9,297.45 units at $93 per unit. In addition, you
will not pay any transfer fees or commissions if you tender your units to us.
Please note that the General Partner is an affiliate of AIMCO
Properties, L.P.
If you have any questions or would like further information about
other possible opportunities to sell your units, please contract River Oaks
Partnership Services, Inc. at (888) 349-2005.
UNITED INVESTORS REAL ESTATE, INC.
General Partner
By: /s/Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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