SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 3
DECADE COMPANIES INCOME PROPERTIES -- A LIMITED PARTNERSHIP
(Name of the Issuer)
DECADE COMPANIES INCOME PROPERTIES -- A LIMITED PARTNERSHIP
(Name of Person Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Jeffrey Keierleber
c/o Decade Companies
Decade Companies Income Properties--A Limited Partnership
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin 53045-5864
with copies to
Conrad G. Goodkind, Esq.
Quarles & Brady
411 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
_____________________________________________________________________
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications
on Behalf of Person Filing Statements.)
___________________________October 24, 1996___________________________
(Date Tender Offer First Published, Sent or Given to Security Holders)
This Amendment No. 3 to Schedule 13E-4 Issuer Tender Offer
Statement is being filed by Decade Companies Income Properties -- A
Limited Partnership (the "Partnership") in order to file a
supplemental letter concerning the tender offer which was sent to all
limited partners. The Partnership is the issuer of the class of
securities which is the subject of the Schedule 13E-4 transaction.
Concurrently with the filing of this Issuer Tender Offer Statement,
the Partnership is filing with the Securities and Exchange Commission,
a Schedule 13E-3 Transaction Statement and the Offer to Purchase. A
copy of the Offer to Purchase is attached as an Exhibit hereto. The
information contained in the Offer to Purchase is incorporated by
reference in answer to the items of this Issuer Tender Offer Statement
and the Cross Reference Sheet set forth below shows the location in
the Offer To Purchase of the information required to be included in
response to the items of this Issuer Tender Offer Statement. The
information contained in the Offer to Purchase, including all exhibits
and annexes thereto, is hereby expressly incorporated by reference and
the responses to each item herein are qualified in their entirety by
reference to the information contained in the Offer to Purchase and
the exhibits and annexes thereto.
Cross Reference Sheet
(Pursuant to General Instructions to Schedule 13E-4)
Schedule 13E-4
Item Number Caption Caption in Offer to Repurchase (for
incorporation by reference)
1. Security and Issuer
(a) "The Partnership -- Background of the
Partnership."
(b) "The Partnership -- Background of the
Partnership;" "The Offer."
(c) "Lack of Market and Distributions."
(d) Not Applicable.
2. Source and Amount of Funds or Other Considerations
(a)--(b) "Financing the Offer."
3. Purpose of the Tender Offer and Plans or Proposal of the Issuer
or Affiliate
(a)--(j) "The Partnership--Certain Effects of the
Offer."
"The Partnership--Conduct of the Partnership
After the Offer."
4. Interest in Securities of the Issuer
No transactions in the Limited Partnership
Interests were effected by the Partnership or
a relevant party.
5. Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer's Securities
"The Partnership--Interests of Certain
Persons in the Offer."
6. Persons Retained, Employed or to Be Compensated
"The Offer--Fees and Expenses;" "The
Partnership -- Fairness of the Offer."
7. Financial Information
(a) "Financial Statements."
(b) "Pro Forma Financial Data."
8. Additional Information
(a) "The Partnership--Interests of Certain
Persons in the Offer;" "The Partnership--
Certain Effects of the Offer;" "The
Partnership--Conduct of the Partnership After
the Offer."
(b) "The Partnership--Regulatory Matters."
(c) "The Partnership--Regulatory Matters."
(d) Not Applicable.
(e) Offer to Purchase and the annexes and
exhibits thereto.
9. Material to be Filed as Exhibits
(a) *(1) Offer to Purchase and the Annexes (appraisals
and fairness opinions) thereto.
*(2) Cover letter to Limited Partners, dated
October 24, 1996.
*(3) Cover letter to Limited Partners, dated
November 12, 1996.
*(4) Cover letter to Limited Partners, dated
November 18, 1996.
(5) Supplemental letter to Limited Partners,
dated November 20, 1996
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
* Previously filed
SIGNATURES
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: November 20, 1996.
DECADE COMPANIES INCOME PROPERTIES --
A LIMITED PARTNERSHIP
BY: /s/ Jeffrey Keierleber
Jeffrey Keierleber, General Partner
of Decade Companies, General
Partner of the Partnership
Exhibit (a)(5)
Cover Letter to Limited Partners
November 20, 1996
Decade Companies Income Properties--A Limited Partnership
Supplemental Letter to All Limited Partners
Introduction
As we approach the tender offer expiration date and in
addition to the information set forth in the Offer to Purchase
limited partnership Interests, dated October 24, 1996, and the
Annexes and Exhibits thereto as well as past supplemental
letters, limited partners of Decade Companies Income Properties--
A Limited Partnership ("Partnership") should carefully consider
the following information in deciding whether to tender a limited
partnership interest ("Interest") on the terms and subject to the
conditions set forth in the Offer to Purchase and the related
letter of acceptance and this supplemental letter, which together
constitute the Offer. The Offer, proration period and withdrawal
rights have been extended and will now expire at 12:00 midnight,
Milwaukee time, on Wednesday, November 27, 1996, unless further
extended by the Partnership.
This letter is also designed to answer some of the questions
that limited partners have commonly asked of the Partnership
Manager.
Tender Amount
Please note that the Offer to Purchase is for 8,944
Interests. If more than 8,944 Interests are tendered, the
Partnership will purchase up to 8,944 Interests. If the
Partnership obtains financing to purchase additional Interests,
the Partnership will prepare and disseminate supplemental
materials and, if required, will extend the expiration date
(currently set for November 27, 1996). If more than 8,944
Interests are tendered (or such higher amount as set out in
supplemental material) and the Partnership determines not to, or
is unable to, borrow additional funds, the Partnership will
prorate the tendered Interests as described in the Offer to
Purchase.
Background of the Offer
As previously noted, neither the Partnership nor its General
Partner makes any recommendation as to whether a partner should
tender or refrain from tendering Interests. You must make that
decision after considering all facts. Limited partners who
tender their Interests will receive $402.00 per Interest in cash
subject to proration rights and will no longer share in the risks
associated with achieving earnings or the potential to realize a
greater value for their Interests. On the other hand, limited
partners who do not tender their Interests will acquire a greater
share of the equity, profit and losses of the Partnership. While
there can be no assurances, the General Partner believes that the
current value of the Partnership properties is more likely than
not to increase in the future, provided the Partnership holds the
property for a period of time.
No additional offers on the Partnership's properties have
been received, although the Partnership has received inquiries as
to the properties and continues to evaluate the status of any
inquiry received concerning its properties. In addition, the
Partnership received a fax from an entity suggesting it was
exploring the possibility of presenting an offer higher than the
current tender offer price. No further price was stated and no
further information has been received.
As set forth in the offer to purchase, the General Partner
believes the current value of the Partnership properties is more
likely than not to increase in the future, provided the
Partnership holds the property for a period of time and,
therefore, does not believe that now is the optimal time to sell
the property and liquidate the Partnership. There can be no
assurances, however, of any profit or distribution if a limited
partner decides to hold their Interest. The General Partner
would favor sale of the Partnership's properties if presented
with a favorable offer or upon a clear request by the limited
partners. The General Partner, therefore, cannot state when the
Partnership's properties will be sold.
Conditions of the Offer
The Partnership also amends the Offer and specifically
agrees that the conditions (described in detail on pages 20 and
21 of the Offer to Purchase) shall be satisfied or waived prior
to the expiration date of the Offer (currently scheduled for
November 27, 1996). Therefore, after the expiration date, the
Partnership will purchase up to 8,944 Interests, subject to these
proration rights.
Recent Sale Prices
The Partnership is aware of the following secondary market
transactions in the Partnership Interests from October 1994
through October 1996. Since October 1996, the General Partner is
unaware of any completed transaction, although it has learned
that certain limited partners in early October 1996 have
considered sales below the $402 offer price (such sales were not
consummated and range from $280 to $350 per Interest). The
General Partner or its affiliates were not a party to any of
these transactions.
Number of Purchase Price per
Sale Date Interests Interest
10/11/94 10.00 $301.70
12/22/94 3.00 $368.33
12/26/94 25.00 $380.00
2/20/95 31.40 $127.39
7/3/95 50.00 $410.00
7/3/95 50.00 $410.00
9/17/95 2.50 $450.00
9/20/95 5.00 $360.00
11/1/95 20.00 $400.00
11/11/95 8.00 $700.00
12/4/95 25.00 $380.27
12/4/95 25.00 $380.27
12/16/95 3.00 $383.94
12/17/95 20.00 $345.00
12/22/95 25.00 $355.00
3/2/96 5.00 $338.20
3/26/96 10.00 $360.00
3/28/96 2.26 $271.94
2/26/96 3.00 $311.67
3/26/96 6.06 $344.93
3/28/96 2.50 $300.40
3/28/96 5.00 $340.20
6/25/96 2.00 $400.00
8/15/96 2.04 $280.00
8/28/96 50.00 $350.00
9/10/96 8.80 $300.00
9/17/96 3.00 $339.00
Other Matters
Finally, and as previously noted, an ex-employee has
announced that he intends to solicit consents to remove and
replace the Partnership's General Partner. As previously noted,
we believe this party is acting for his own interests and has not
considered significant issues, including compliance with the
partnership agreement and resolution of contractual agreements
between the Partnership and other parties. The Partnership is
considering all of its rights and what action is appropriate.
Such action could include, among others, litigation against the
ex-employee and his affiliates.
If you have any questions, please contact Mr. Michael G.
Sweet at Decade Companies, Suite 140, 250 Patrick Boulevard,
Brookfield, Wisconsin 53045 (414-792-9200).
Thank you.
Very truly yours,
Michael G. Sweet
Partnership Manager
