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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNITED INVESTORS GROWTH PROPERTIES II
(Name of Issuer)
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)
JULY 19, 1999
(Date of Event Which Requires Filing of This Statement)
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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CUSIP No. NONE 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO PROPERTIES, L.P.
84-1275621
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,206
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.8%
10. TYPE OF REPORTING PERSON
PN
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CUSIP No. NONE 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,206
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.8%
10. TYPE OF REPORTING PERSON
CO
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CUSIP No. NONE 13D
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,206
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.8%
10. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Statement (the "Statement") constitutes the Schedule 13D
(the "Schedule 13D") of AIMCO Properties, L.P. ("AIMCO OP"), AIMCO-GP, Inc.
("AIMCO-GP") and Apartment Investment and Management Company ("AIMCO"). AIMCO
OP, AIMCO-GP and AIMCO are herein referred to as the "Reporting Persons." The
item numbers and responses thereto are set forth below in accordance with the
requirements of Schedule 13D.
(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 address of the Partnership's principal executive offices is
1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
(2) IDENTITY AND BACKGROUND.
(a)-(c), (f) The principal business of the Reporting Persons
is the ownership, acquisition, development, expansion and management of
multi-family apartment properties. The principal executive offices of the
Reporting Persons are located at 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222. The information set forth in the Offer to Purchase, dated May
19, 1999, under "The Offer -- Section 8. Information Concerning Us and Certain
of Our Affiliates" is incorporated herein by reference. A copy of the Offer to
Purchase is filed as Exhibit (a) hereto. The executive officers and directors of
AIMCO and AIMCO-GP are listed on Annex I to the Offer to Purchase ("Annex I"),
which is incorporated herein by reference.
(d)-(e) During the last five years, none of the Reporting
Persons nor, to the best of their knowledge, any of the persons listed in Annex
I (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of or prohibiting activities subject to federal or state
securities laws or finding any violation with respect to such laws.
(3) SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in the Offer to Purchase under "The
Offer -- Section 15. Source of Funds" is incorporated herein by reference.
(4) PURPOSE OF TRANSACTION.
The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer," "The Offer -- Section
12. Future Plans of the Purchaser" and "The Offer -- Section 7. Effects of the
Offer" is incorporated herein by reference.
(5) INTEREST IN SECURITIES OF THE ISSUER.
AIMCO OP directly owns 1,206 Units, representing 5.8% of the
outstanding Units based on the 20,661 Units outstanding at December 31, 1998.
AIMCO-GP and AIMCO may be deemed to beneficially own the Units
directly owned by AIMCO OP by each of their relationship with AIMCO OP. AIMCO-GP
is the sole general partner
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of AIMCO OP (owning approximately 1% of the total equity interests). AIMCO-GP is
a wholly owned subsidiary of AIMCO.
Accordingly, for purposes of this Statement: (i) AIMCO OP is
reporting that it shares the power to vote or direct the power to vote and the
power to dispose or direct the disposition of the 1,206 Units directly owned by
it; (ii) AIMCO-GP is reporting that it shares the power to vote or direct the
disposition of the 1,206 Units owned by AIMCO OP; and (iii) AIMCO is reporting
that it shares the power to vote or direct the vote and the power to dispose or
direct the disposition of the 1,206 Units directly owned by AIMCO OP.
(6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Not applicable.
(7) MATERIAL TO BE FILED AS EXHIBITS.
(a) 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).
(b) Letter of Transmittal and related Instructions
(Exhibit (a)(2) to the Schedule 14d-1 of AIMCO
Properties, L.P., dated May 19, 1999, is incorporated
herein by reference).
(c) Letter, dated May 19, 1999, from AIMCO OP to Limited
Partners of the Partnership (Exhibit (a)(3) to the
Schedule 14d-1 of AIMCO Properties, L.P., dated May
19, 1999, is incorporated herein by reference).
(d) 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).
(e) 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).
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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: August 6, 1999
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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