<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
----------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED INVESTORS GROWTH PROPERTIES II
(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
----------------
<PAGE> 2
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $864,663 Amount of Filing Fee: $172.93
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 9,297.45 units of limited partnership interest of the
subject partnership for $59 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: $109.38 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D Date Filed: July 2, 1999
(Continued on following pages)
Page 1 of 4
<PAGE> 3
AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Statement (the "Statement") constitutes Amendment No. 1
to the initial Schedule 14D-1 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 Growth Properties II (the "Partnership"). The
item numbers and responses thereto are set forth below in accordance with the
requirements of Schedule 14D-1.
ITEM 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 July 1, 1999
(previously filed).
(a)(5) Letter, dated July 1, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(6) Supplement No. 2 to Offer to Purchase, July 2, 1999.
(a)(7) Notice of Withdrawal, dated July 2, 1999.
(a)(8) Letter, dated July 2, 1999, from AIMCO OP to the
Limited Partners of the Partnership.
(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.
Page 2 of 4
<PAGE> 4
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: July 2, 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
Page 3 of 4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(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 July 1, 1999
(previously filed).
(a)(5) Letter, dated July 1, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(6) Supplement No. 2 to Offer to Purchase, July 2, 1999.
(a)(7) Notice of Withdrawal, dated July 2, 1999.
(a)(8) Letter, dated July 2, 1999, from AIMCO OP to the
Limited Partners of the Partnership.
(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.
</TABLE>
Page 4 of 4
<PAGE> 1
EXHIBIT (a)(6)
SUPPLEMENT NO. 2 TO
OFFER TO PURCHASE BY
AIMCO PROPERTIES, L.P.
OF UP TO 9,297.45 UNITS OF LIMITED PARTNERSHIP INTEREST OF
UNITED INVESTORS GROWTH PROPERTIES II
FOR $93 PER UNIT IN CASH
AIMCO PROPERTIES, L.P. HAS INCREASED ITS OFFER PRICE TO PURCHASE
UNITS OF YOUR PARTNERSHIP TO $93 PER UNIT IN CASH
We will only accept a maximum of Our offer and your withdrawal rights
9,297.45 units in response to our will expire at 5:00 p.m., New York
offer. If more units are tendered to City time, on July 30, 1999, unless we
us, we will generally accept units extend the deadline.
on a pro rata basis according to the
number of units tendered by each
person.
We will pay for units tendered YOU WILL NOT PAY ANY FEES OR
pursuant to the offer promptly after COMMISSIONS IF YOU TENDER YOUR UNITS.
expiration of the offer.
Our offer price will be reduced for Our offer is not subject to any
any distributions made by your minimum number of units being
partnership since the date of the tendered.
Offer to Purchase and prior to the
expiration of our offer.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE AND ON PAGE
1 HEREIN FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN
CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $93 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair
market value of your units.
o While secondary sales activity in the units of your partnership has been
limited and sporadic, sales prices of units in your partnership ranged
from $33 to $118.33 since January 1, 1996.
o Your general partner and the property manager of the residential property
are affiliates of ours and, therefore, the general partner has
substantial conflicts of interest with respect to our offer.
o We are making this offer with a view to making a profit and, therefore,
there is a conflict between our desire to purchase your units at a low
price and your desire to sell your units at a high price.
o Continuation of your partnership will result in our affiliates continuing
to receive management fees from your partnership. Such fees would not be
payable if your partnership was liquidated.
o It is possible that we may conduct a subsequent offer at a higher price.
o For any units that we acquire from you, you will not receive any future
distributions from operating cash flow of your partnership or upon a sale
or refinancing of property owned by your partnership.
o If we acquire a substantial number of units, we will increase our ability
to influence voting decisions with respect to your partnership and may
control such voting decisions, including but not limited to the removal
of the general partner, most amendments to the partnership agreement and
the sale of all or substantially all of your partnership's assets.
If you desire to accept our offer, you should complete and sign the Letter
of Transmittal in accordance with the instructions thereto and mail or deliver
the signed Letter of Transmittal and any other required documents to River Oaks
Partnership Services, Inc., which is acting as Information Agent in connection
with our offer, at one of its addresses set forth on the back cover of this
Supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE
DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005.
July 2, 1999
<PAGE> 2
We are offering to purchase up to 9,297.45 units, representing
approximately 45% of the outstanding units of limited partnership interest in
your partnership, for the purchase price of $93 per unit, net to the seller in
cash, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from May 19, 1999 until the expiration date.
Our offer is made upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 19, 1999, this Supplement and in the accompanying
letter of transmittal.
If you tender your units in response to our offer you will not be
obligated to pay any commissions or partnership transfer fees but will be
obligated to pay any transfer taxes (see Instruction 8 to the letter of
transmittal). We have retained River Oaks Partnership Services, Inc. to act as
the Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of units being tendered. However, certain
other conditions do apply. See "The Offer - Section 17. Conditions of the
Offer," in the Offer to Purchase.
Our offer will expire at 5:00 P.M., New York City time, on July 30,
1999, unless extended. If you desire to accept our offer, you must complete and
sign the letter of transmittal in accordance with the instructions contained
therein and forward or hand deliver it, together with any other required
documents, to the Information Agent. You may withdraw your tender of units
pursuant to the offer at any time prior to the expiration date of our offer and,
if we have not accepted such units for payment, on or after July 17, 1999.
On June 25, 1999, Bond Purchase, LLC commenced a tender offer for 500
of the outstanding units at $91 per unit. IF YOU TENDERED YOUR UNITS IN SUCH
OFFER, YOU MAY STILL TENDER YOUR UNITS TO US BY COMPLETING THE NOTICE OF
WITHDRAWAL AND THE LETTER OF TRANSMITTAL PREVIOUSLY FORWARDED TO YOU. THE NOTICE
OF WITHDRAWAL MUST BE DELIVERED TO THE DEPOSITARY FOR SUCH OFFER (WITH A COPY TO
OUR INFORMATION AGENT) BY JULY 30, 1999, THE EXPIRATION DATE OF SUCH OFFER. A
form of Notice of Withdrawal is enclosed.
On July 1, we raised our offer price from $59 to $93. Our higher price
will be paid for all units accepted for purchase regardless of when the units
are tendered, whether or not the units were tendered prior to the increase in
offer price.
Our Offer to Purchase is amended and supplemented as follows:
1. The text under "Risk Factors - Recognition of Taxable Gain on Your
Sale of Your Units" set forth under "Risk Factors" of the Offer to Purchase is
hereby replaced in its entirety by inserting the following in lieu thereof:
Your sale of units for cash will be a taxable sale, with the result
that you will recognize taxable gain or loss measured by the difference between
the amount realized on the sale and your adjusted tax basis in the units of
limited partnership interest of your partnership you transfer to us. The "amount
realized" with respect to a unit of limited partnership interest of your
partnership you transfer to us will be equal to the sum of the amount of cash
received by you for the unit sold pursuant to the offer plus the amount of
partnership liabilities allocable to the unit. The particular tax consequences
for you of our offer will depend upon a number of factors related to your tax
situation, including your tax basis in your units of limited partnership
interest of your partnership you transfer to us, whether you dispose of all of
your units and whether you have available suspended passive losses, credits or
other tax items to offset any gain recognized as a result of your sale of your
units of limited partnership interest of your partnership. Therefore, depending
on your basis in the units and your tax position, your taxable gain and any tax
liability resulting from a sale of units to us pursuant to the offer could
exceed our offer price. Because the income tax consequences of tendering units
will not be the same for everyone, you should consult your own tax advisor to
determine the tax consequences of the offer to you.
1
<PAGE> 3
2. The text under "Risk Factors-Possible Increase in Control of Your
Partnership by Us" is hereby replaced in its entirety by inserting the following
in lieu thereof:
Decisions with respect to the day-to-day management of your partnership
are the responsibility of the general partner. Because the general partner of
your partnership is our affiliate, we control the management of your
partnership. Under your partnership's agreement of limited partnership, limited
partners holding a majority of the outstanding units must approve certain
extraordinary transactions, including the removal of the general partner, the
addition of a new general partner, most amendments to the partnership agreement
and the sale of all or substantially all of your partnership's assets. If we
acquire all the units we are tendering for we will own slightly less than a
majority of the outstanding units and will have the ability to substantially
influence any vote of the limited partners.
3. The first sentence under "The Offer - Section 5. Extension of
Tender Period; Termination; Amendment" is hereby amended to read as follows:
We expressly reserve the right, in our reasonable discretion, at any
time and from time to time, (i) to extend the period of time during which our
offer is open and thereby delay acceptance for payment of, and payment for, any
unit, (ii) to terminate the offer and not accept any units not theretofore
accepted for payment or paid for if any of the conditions to the offer are not
satisfied or if any event occurs that might reasonably be expected to result in
a failure to satisfy such conditions, (iii) upon the occurrence of any of the
conditions specified in "The Offer - Section 17," to delay the acceptance for
payment of, or payment for, any units not already accepted for payment or paid
for, and (iv) to amend our offer in any respect (including, without limitation,
by increasing the consideration offered, increasing or decreasing the units
being sought, or both).
4. The second paragraph under "The Offer - Section 9. Background and
Reasons for the Offer Alternatives Considered by Your General Partner -
Liquidation" is hereby amended to read as follows:
However, in the opinion of your general partner (which is our
subsidiary), the present time may not be the most desirable time to sell the
residential real estate assets of your partnership in a private transaction, and
the proceeds realized from any such sale would be uncertain. Your general
partner believes it currently is in the best interest of your partnership to
continue holding its residential real estate assets. Although there might be a
prepayment penalty of approximately 1 to 2% of the outstanding balance of the
mortgages depending on when and under what circumstances they are prepaid, such
prepayment penalties are not a significant factor in determining when a property
may be sold. See "The Offer - Section 13. Certain Information Concerning Your
Partnership - Investment Objectives and Policies; Sale or Financing of
Investments."
5. The text under "The Offer - Section 9. Background and Reasons for
the Offer - Comparison of Consideration to Alternative Consideration-Prices on
Secondary Market" is hereby replaced in its entirety by inserting the following
in lieu thereof:
Secondary market sales information is not a reliable measure of value
because of the limited amount of any known trades. At present, privately
negotiated sales and sales through intermediaries are the only means which may
be available to a limited partner to liquidate an investment in units (other
than our offer) because the units are not listed or traded on any exchange or
quoted on NASDAQ, on the Electronic Bulletin Board, or in "pink sheets."
Secondary sales activity for the units, including privately negotiated sales,
has been limited and sporadic.
Prior to our acquisition of the general partner, the general partner
received from time to time information on the prices at which units were sold;
however, it did not regularly receive or maintain information regarding the bid
or asked quotations of secondary market makers, if any. The prices in the table
below are based solely on information provided to the general partner by sellers
and buyers of units transferred in sale transactions (i.e., excluding
transactions believed to result from the death of a limited partner, rollover to
an IRA account, establishment of a trust, trustee to trustee transfers,
termination of a benefit plan, distributions from a qualified or
2
<PAGE> 4
nonqualified plan, uniform gifts to minors, abandonment of units or similar
non-sale transactions). The transfer paperwork submitted to the general partner
often did not include the requested price information or contained conflicting
information as to the actual sales price. Sale prices not reported or disclosed
could exceed the reported prices. According to information obtained from your
general partner (which is our subsidiary) from January 1, 1996 to September 30,
1998, an aggregate of 568 units (representing approximately 2.74% of the total
outstanding units) were transferred (including any tender offers) in sale
transactions. Set forth in the table below are the high and low sales prices of
units for the quarterly periods from January 1, 1996 to September 30, 1998, as
reported by your general partner:
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE GENERAL PARTNER
<TABLE>
HIGH LOW
------- ------
<S> <C> <C>
Fiscal Year Ended December 31, 1998:
Third Quarter ............................................................. $55.25 $54.27
Second Quarter ............................................................ - -
First Quarter ............................................................. - -
Fiscal Year Ended December 31, 1997:
Fourth Quarter ............................................................ - -
Third Quarter ............................................................. - -
Second Quarter ............................................................ - -
First Quarter ............................................................. 89.42 89.42
Fiscal Year Ended December 31, 1996:
Fourth Quarter ............................................................ 67.00 67.00
Third Quarter ............................................................. 64.00 64.00
Second Quarter ............................................................ - -
First Quarter ............................................................. - -
</TABLE>
Set forth below are the high and low sale prices of units for the years
ended December 31, 1996, 1997 and 1998 and for the first two months of 1999, as
reported by The Partnership Spectrum, which is an independent, third-party
source. The gross sales prices reported by The Partnership Spectrum 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. The Partnership Spectrum
represents only one source of secondary sales information, and other services
may contain prices for the units that equal or exceed sales prices reported in
The Partnership Spectrum. We do not know whether the information compiled by The
Partnership Spectrum is accurate or complete.
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE PARTNERSHIP SPECTRUM
<TABLE>
HIGH LOW
------- -------
<S> <C> <C>
Fiscal Year Ended December 31, 1999
First Two Months ........................................................ $118.33 $118.33
Fiscal Year Ended December 31, 1998: ........................................... 118.33 33.00
Fiscal Year Ended December 31, 1997: ........................................... - -
Fiscal Year Ended December 31, 1996: ........................................... - -
</TABLE>
Set forth in the table below are the high and low sales prices of units
for the year ended December 31, 1998, the first quarter of 1999 and the two
months ended May 31, 1999, as reported by the American Partnership
3
<PAGE> 5
Board, which is an independent, third-party source. The gross sales prices
reported by American Partnership Board 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 prices. The American Partnership Board represents one source of
secondary sales information, and the other services may contain prices for units
that equal or exceed sales prices reported by the American Partnership Board. We
do not know whether the information compiled by the American Partnership Board
is accurate or complete.
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE AMERICAN PARTNERSHIP BOARD
<TABLE>
HIGH LOW
------ -------
<S> <C> <C>
Fiscal Year Ended December 31, 1999
Two Months ended May 31, 1999 .................... - -
First Quarter .................................... - -
Fiscal Year Ended December 31, 1998: .................... $57.00 $54.27
</TABLE>
6. The text under "The Offer - Section 10. Position of the General
Partner of Your Partnership with Respect to the Offer" is hereby replaced in its
entirety by inserting the following in lieu thereof:
The general partner of your partnership believes the offer price and
the structure of the transaction are fair to the limited partners. In making
such determination, the general partner considered all of the factors and
information set forth below, but did not quantify or otherwise attach particular
weight to any such factors or information:
o The offer gives you an opportunity to make an individual decision on
whether to tender your units or to continue to hold them.
o Our offer price, and the method we used to determine our offer
price.
o The fact that the price offered for your units is based on an
estimated value of your partnership's properties that has been
determined using a method believed to reflect the valuation of such
assets by buyers in the market for similar assets.
o Prices at which the units have recently sold, to the extent such
information is available.
o The absence of an established trading market for your units.
o An analysis of possible alternative transactions, including a
property sale or refinancing, or a liquidation of the partnership.
o An evaluation of the financial condition and results of operations
of your partnership including the decrease in property income of your
partnership from $836,000 for the year ended December 31, 1997 to
$817,000 for the year ended December 31, 1998.
o The tender offer commenced on June 25, 1999 by Bond Purchase, LLC
for only 500 of the outstanding units at $91 per unit, which is at a
lower price and for less units than our offer.
The general partner of your partnership makes no recommendation as to
whether you should tender or refrain from tendering your units. Although the
general partner believes the offer is fair, you must make your own decision
whether or not to participate in the offer, based upon a number of factors,
including your financial position,
4
<PAGE> 6
your need or desire for liquidity, other financial opportunities available to
you, and your tax position and the tax consequences to you of selling your
units.
The general partner is not taking a position as to whether or not you
should tender units in connection with offer by Bond Purchase, LLC since it
believes that each limited partner must make its own decision based upon the
factors set forth above. However, the general partner notes that such offer is
for a lower price and for less units than our offer.
7. The text under "The Offer - Section 14. Voting Power" is hereby
replaced in its entirety by inserting the following in lieu thereof:
Decisions with respect to the day-to-day management of your partnership
are the responsibility of the general partner. Because the general partner of
your partnership is our affiliate, we control the management of your
partnership. Under your partnership's agreement of limited partnership, limited
partners holding a majority of the outstanding units must approve certain
extraordinary transactions, including the removal of the general partner, the
addition of a new general partner, most amendments to the partnership agreement
and the sale of all or substantially all of your partnership's assets. If we
acquire all the units we are offering to purchase, we will own slightly less
than a majority of the outstanding units and will have the ability to
substantially influence any vote of the limited partners.
8. The text under "The Offer - Section 15. Source of Funds" is hereby
replaced in its entirety by inserting the following in lieu thereof:
We expect that approximately $862,663 will be required to purchase all
of the 9,297.45 limited partnership units that we are seeking in this offer
(exclusive of fees and expenses estimated to be $10,000). For more information
regarding fees and expenses, see "The Offer - Section 19. Fees and Expenses" in
the Offer to Purchase.
In addition to this offer, we are concurrently making offers to acquire
interests in approximately 100 other limited partnerships. If all such offers
were fully subscribed for cash, we would be required to pay approximately $260
million for all such units. If for some reason we did not have such funds
available we might extend this offer for a period of time sufficient for us to
obtain additional funds, or we might terminate this offer. However, based on our
past experience with similar offers, we do not expect all such offers to be
fully subscribed. Also, in some offers, investors have been offered a choice of
cash or securities. As a result, we expect that the funds that will be necessary
to consummate all the offers will be substantially less than $200 million. We
believe that we have sufficient cash on hand and available sources of financing
to pay such amounts. As of March 31, 1999, we had $38,000,000 of cash on hand
and $145,000,000 available for borrowing under our existing lines of credit.
Under our $145 million revolving credit facility with Bank of America
National Trust and Savings Association ("Bank of America") and BankBoston, N.A.,
AIMCO Properties, L.P. is the borrower and all obligations thereunder are
guaranteed by AIMCO and certain of its subsidiaries. The annual interest rate
under the credit facility is based on either LIBOR or Bank of America's
reference rate, at our election, plus, an applicable margin. We elect which
interest rate will be applicable to particular borrowings under the credit
facility. The margin ranges between 2.25% and 2.75% in the case of LIBOR-based
loans and between 0.75% and 1.25% in the case of base rate loans, depending upon
a ratio of our consolidated unsecured indebtedness to the value of certain
unencumbered assets. The credit facility matures on September 30, 1999 unless
extended, at the discretion of the lenders. The credit facility provides for the
conversion of the revolving facility into a three year term loan. The
availability of funds to us under the credit facility is subject to certain
borrowing base restrictions and other customary restrictions, including
compliance with financial and other covenants thereunder. The financial
covenants require us to maintain a ratio of debt to gross asset value of no more
than 0.55 to 1.0, an interest coverage ratio of 2.25 to 1.0 and a fixed charge
coverage ratio of at least 1.7 to 1.0 from January 1, 1999 through June 30,
1999, and 1.8 to 1.0 thereafter. In addition, the credit facility limits us from
distributing more than 80% of our Funds From
5
<PAGE> 7
Operations (as defined) to holders of our units, imposes minimum net worth
requirements and provides other financial covenants related to certain
unencumbered assets.
6
<PAGE> 8
The letter of transmittal and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
</TABLE>
For information, please call:
TOLL FREE: (888) 349-2005
<PAGE> 1
INSTRUCTIONS FOR WITHDRAWAL
OF
PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST
IN
UNITED INVESTORS GROWTH PROPERTIES II
PLEASE NOTE THAT YOU MAY ONLY WITHDRAW UNITS TENDERED IN AN OUTSTANDING OFFER.
ANY UNITS TENDERED IN PRIOR OFFERS AND PAID FOR MAY NOT BE WITHDRAWN.
1. DELIVERY OF NOTICE OF WITHDRAWAL. If you are withdrawing Units
previously tendered pursuant to the offer made on June 25, 1999 (the "Bond
Purchase") by Bond Purchase, L.L.C. ("Bond Purchase") please complete,
execute, detach and send the attached "Notice of Withdrawal of Previously
Tendered Units" of United Investors Growth Properties II ("Notice of
Withdrawal"), to:
Bond Purchase, L.L.C.
P.O. Box 26730
Kansas City, MO 64196
Telephone: (816) 421-4670
Fax: (816) 221-1829
Bond Purchase must receive the Notice of Withdrawal prior to July 12,
1999, the Expiration Date set forth in the Bond Purchase Offer, unless
extended. Receipt of the facsimile transmission of the Notice of
Withdrawal should be confirmed by telephone at the number set forth above.
COPIES OF ALL NOTICE OF WITHDRAWALS SHOULD BE SENT OR TRANSMITTED TO RIVER
OAKS PARTNERSHIP SERVICES, INC. AT P.O. BOX 2065, S. HACKENSACK, N.J.
07606-2065 (IF BY MAIL), 111 COMMERCE ROAD, CARLSTADT, N.J. 07072, ATTN.:
REORGANIZATION DEPT. (IF BY OVERNIGHT COURIER) OR FAX IT TO (201) 896-0910
2. INADEQUATE SPACE. If any space provided in the Notice of Withdrawal is
inadequate, all such additional information should be listed on a separate
schedule and attached as part of the Notice of Withdrawal.
3. SIGNATURE ON NOTICE OF WITHDRAWAL. The Notice of Withdrawal must be
signed, as applicable, by the person(s) who signed the Agreement of
Assignment and Transfer relating to the Bond Purchase Offer, in the same
manner as such Agreement of Assignment and Transfer was signed. The
signatures must correspond exactly with the name(s) as they appear on the
Partnership records. If any Units tendered pursuant to the Bond Purchase
Offer are registered in the names of two or more joint holders, all such
holders must sign, as applicable, the Notice of Withdrawal. If the Notice
of Withdrawal is signed by any trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or others acting in a
fiduciary capacity, such persons should so indicate when signing and must
submit proper evidence of their authority to act.
4. GUARANTEE OF SIGNATURES. If the signature was guaranteed on the
Agreement of Assignment and Transfer, then it must be guaranteed on the
Notice of Withdrawal.
<PAGE> 2
NOTICE OF WITHDRAWAL
of
Previously Tendered
UNITS OF LIMITED PARTNERSHIP INTEREST
of
UNITED INVESTORS GROWTH PROPERTIES II
TO: Bond Purchase, L.L.C.
P.O. Box 26730
Kansas City, MO 64196
Telephone: (816) 421-4670
Fax: (816) 221-1829
Gentlemen:
The following units of limited partnership interest (the "Units") of
United Investors Growth Properties II (the "Partnership") previously tendered
to Bond Purchase, L.L.C. ("Bond Purchase") are hereby withdrawn. A failure to
complete the Section "Number of Units Tendered" shall be deemed to indicate the
intent of the undersigned that all Units tendered to Bond Purchase are hereby
withdrawn.
===============================================================================
DESCRIPTION OF UNIT(S) WITHDRAWN
AND
SIGNATURES OF LIMITED PARTNERS
All registered holders of limited partnership units must sign exactly as
name(s) appear(s) on the Partnership records. See Instruction 3.
NUMBER OF UNITS WITHDRAWN: ________ (if all Units, you may leave blank)
<TABLE>
<S> <C>
X X
------------------------------------------------- ----------------------------------------
(Signature of Owner) (Signature of Joint Owner)
Name and Capacity (if other than individuals):
--------------------------------------
Title:
------------------------------------------------------------------------------
Address:
------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
(City) (State) (Zip)
</TABLE>
2
<PAGE> 3
Area Code and Telephone No. (Day):
----------------------------------
(Evening):
------------------------------
===========================================================================
SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 4)
Name and Address of Eligible Institution:
----------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Authorized Signature: X
-----------------------------------
Name:
-----------------------------------------------------
Title: Date:
--------------------------------------------------- -----------
3
<PAGE> 1
EXHIBIT (A)(8)
$93.00 IN CASH
HIGHEST PRICE TO PURCHASE
UNITS OF LIMITED PARTNERSHIP INTEREST OF
UNITED INVESTORS GROWTH PROPERTIES II
AIMCO PROPERTIES, L.P. has increased its price for units of limited
partnership interest (the "Units") in United Investors Growth Properties II
(the "Partnership") to $93.00, net to seller in cash. Our price is HIGHER than
the price being offered by Bond Purchase, L.L.C. Furthermore, WE WILL NOT
DEDUCT THE $100 TRANSFER FEES FROM THE PURCHASE PRICE. BOND PURCHASE'S LOWER
OFFER IS IN FACT A $89.00 PER UNIT HOLDER FOR A HOLDER OF 50 UNITS. IF IT IS
LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE
CURRENTLY BEING OFFERED. Limited Partners who have already tendered their Units
to AIMCO will automatically receive the benefit of the increased purchase price
and need not take any further action.
The general partner of the Partnership is our affiliate. As a result
of this affiliation, the Partnership has indicated in a Statement on Schedule
14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange Commission
that it is remaining neutral and making no recommendation as to whether its
limited partners should tender their Units in response to our Offer. The
Partnership further states, however, that if a limited partner desires to
obtain cash for its Units presently, it believes that those limited partners
should tender their Units for the greatest purchase price. LIMITED PARTNERS ARE
URGED TO READ OUR OFFER TO PURCHASE AND THE RELATED MATERIALS AND THE SCHEDULE
14D-9 CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR
UNITS.
You should be aware, however, that, as with any rational investment
decision, we are making our Offer with a view to making a profit. No
independent person has been retained to evaluate or render any opinion with
respect to the fairness of our Offer, and no representation is made by us or
any of our affiliates as to such fairness.
IF YOU TENDERED YOUR UNITS IN THE BOND PURCHASE, L.L.C. OFFER, YOU MAY
STILL TENDER YOUR UNITS TO US BY COMPLETING THE ENCLOSED NOTICE OF WITHDRAWAL
AND THE LETTER OF TRANSMIT TAL. THE NOTICE OF WITHDRAWAL MUST BE DELIVERED TO
BOND PURCHASE, L.L.C. (with a copy to our Information Agent) BY NO LATER THAN
July 12, 1999.
<PAGE> 2
If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900.
Very truly yours,
AIMCO PROPERTIES, L.P.
July 2, 1999
2
