<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (x)
Filed by a party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) CONFIDENTIAL, FOR USE
OF THE COMMISSION ONLY
(AS PERMITTED BY RULE
14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
(x) Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
Decade Companies Income Properties--A Limited Partnership
(Name of Registrant as Specified In Its Charter)
Filed by Registrant
(Name of Person(s) Filing Proxy Statement,
if Other than Registrant)
<PAGE> 2
Decade Companies Income Properties--A Limited Partnership ("DCIP")
disclaims that the letters filed herewith constitute solicitation material
under Rules 14a-11(c) or 14a-12. As noted in the SEC's Disclosure Operations
Proxy Rule Reference Book at page 15:
Where a transaction is undertaken and the disclosures made in
connection therewith are a bona fide part of the transaction at issue,
then notwithstanding the possibility that such communications could be
found to be reasonably calculated to result in the procurement,
withholding or revocation of a proxy, the Division will not take the
position that the communications are subject to Regulation 14A. Thus,
for example, where a person has commenced a tender offer or an
exchange offer and includes in such material disclosure as to
shareholder action that it subsequently may seek or comments on a
communication in opposition to the tender or exchange offer, such
material will be treated as tender offer or exchange offer material.
*
The letters and disclosure provided as exhibits hereto were a bona
fide part of the voluntary tender offer transaction. DCIP reserves its rights
concerning whether these letters were solicitation material subject to
Regulation 14A, based in part upon the SEC Reference Book excerpt cited above.
Exhibit Index
Exhibit
1 Letter dated November 12, 1996
2 Letter dated November 19, 1996
3 Letter dated November 20, 1996
4 Letter dated November 28, 1996
5 Letter dated December 5, 1996
__________________________________
* See e.g. Payless Northwest tender offer for Payless in opposition to a
proposed merger of Payless with Jewel found by the Staff not to
require compliance with the proxy rules.
<PAGE> 1
Exhibit 1
[Decade Companies Letterhead]
November 12, 1996
RE: Decade Companies Income Properties
Form 10-Q
Offer to Purchase Limited Partnership Interests
Dear Investor:
We are enclosing with this letter the report on Form 10-Q for the quarter ended
September 30, 1996.
An Offer to Purchase Limited Partnership Interests dated October 24, 1996 was
recently mailed to you. Please note, the Offer by the Partnership to purchase
your Limited Partnership Interests for cash will expire at 12:00 midnight,
Milwaukee, Wisconsin time on Friday, November 22, 1996 (unless otherwise
extended by the Partnership). If you have not already accepted the Offer, and
wish to do so, you must sign and timely return the Letter of Acceptance.
Please note that our office will be open until 5:00 p.m., Milwaukee, Wisconsin
time, on Friday November 22, 1996. Our fax machine (414-792-0808) will be
available to receive your Letter of Acceptance after office hours through 12:00
midnight, Milwaukee, Wisconsin time.
Should you have any questions, please feel free to call me.
Very truly yours,
/s/ Michael Sweet
Michael Sweet
Partnership Manager
MS/mt
Enclosure
<PAGE> 1
Exhibit 2
[Decade Companies Letterhead]
November 19, 1996
Re: Decade Companies Income Properties Tender Offer
Dear Limited Partners:
This letter is written in response to correspondence dated November
12, 1996 which you may have received recently from Arnold Leas. Since Mr. Leas
mailed his letter we have had several calls from investors and feel it is
important to clear up the confusion his letter may have caused. This letter is
designed to answer some of the questions that limited partners have commonly
asked of the Partnership Manager.
Mr. Leas is not an employee of Decade Companies, DCIP or any of its
affiliates and, in fact, is an ex-employee. Mr. Leas recommends in his letter
that limited partners not tender their Interests to DCIP. He also states that
he will ask that the limited partners replace the General Partner with Mr.
Leas' management company.
Mr. Leas' recommendations reflect his personal interests. We believe
that each of the partners should evaluate his or her own interests. In fact,
Mr. Leas' solicitation contains a number of significant misstatements of
material facts and also omits to include a number of material facts as to which
we are pursuing appropriate action.
We ask that you review the offer to purchase you have received as well
as our past supplemental letters and make your own decision. Neither DCIP nor
its general partner makes any recommendation to any limited partner as to
whether to tender or refrain from tendering Interests.
Please be reminded that the tender offer is voluntary and limited
partners are not required to tender their Interests to the partnership. As set
forth in the offer to purchase, the tender offer was designed to provide
liquidity for those limited partners who wished to liquidate their investment
at this time.
If you have any questions regarding any aspect of your investment with
the partnership, please contact me at your earliest convenience at
414-792-9200. Thank you.
Very truly yours,
/s/ Michael G. Sweet
Michael G. Sweet
Partnership Manager
<PAGE> 1
Exhibit 3
[Decade Companies Letterhead]
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
<PAGE> 2
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.
<PAGE> 3
<TABLE>
<CAPTION>
Number of Purchase Price per
Sale Date Interests Interest
--------- --------- --------
<S> <C> <C>
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
</TABLE>
OTHER MATTERS
Finally, and as previously noted, an ex-employee has announced that
the 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 the
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,
/s/ Michael Sweet
Michael G. Sweet
Partnership Manager
<PAGE> 1
Exhibit 4
[Decade Companies Letterhead]
November 28, 1996
RE Decade Companies Income Properties Tender Offer
Dear Investor:
We are pleased to report that on Wednesday, November 27, the
Partnership's Tender Offer was completed. We feel the Tender Offer was
successful in accommodating the differing goals of the limited partners. For
those who tendered their Interests, there is immediate liquidity of their
investment. For those who did not tender their Interests, there is an immediate
increase in their percentage ownership of the Partnership, including acquiring
a greater share of the equity, profit, and losses. Because Interests were
tendered at a discount to estimated net asset value, limited partners who did
not tender will also proportionately benefit to the extent of the discount.
The Partnership does not intend to borrow any additional funds to
purchase any Interests. Further, all Interests which have been tendered have
been accepted in full, without proration. We will tabulate the results of the
Tender Offer after the Thanksgiving holiday and report such results to you in a
separate letter.
We believe the Tender Offer was beneficial for all limited partners by
enabling them to make a choice between immediate liquidity and continued
ownership. We found a way to provide liquidity to those who wanted it at a
price generally above the prevailing secondary market prices, while offering
the benefits of increased ownership to those partners who remained in the
Partnership.
If you have any questions whatsoever regarding this or any aspect of
your investment in this program, please do not hesitate to contact me at your
earliest convenience.
Very truly yours,
/s/ Michael Sweet
Michael G. Sweet
Partnership Manager
<PAGE> 1
Exhibit 5
[Decade Companies Letterhead]
December 5, 1996
RE: Decade Companies Income Properties
Dear Limited Partners:
On behalf of Decade Companies Income Properties ("DCIP"), we are pleased to
report that DCIP has purchased approximately 4,000 limited partnership
interests (or 23% of the outstanding amount) in its recent tender offer.
The tender offer was successful in that it achieved two purposes. First, it
provided immediate liquidity to those investors who wanted to cash out from
DCIP at a price that was greater than that which was generally available in the
secondary market. Second, as a result of the buy-out of 23% of the limited
partnership Interests, the tender offer enhanced the value for Limited Partners
that remainder partners of DCIP. Those of you who chose not to tender your
Interests have increased your percentage ownership of the pro rata capital of
DCIP. Consequently, while DCIP still owns the same number of properties it did
before the tender offer, upon liquidation each remaining partner will receive a
larger slice of the pie.
Now that the tender offer is completed and because there are sufficient cash
reserves, cash distributions will resume this quarter. The next scheduled
distribution will be mailed around January 24, 1997.
As we noted in the tender offer material, and although we cannot provide any
assurances, Decade Companies believes that the value of DCIP's properties will
likely increase over time. We have come through tough times in the real estate
industry in the late 1980's and early 1990's including the collapse of the
savings and loans industry, the wholesale selling of billions of dollars of
real estate (which depressed prices) and difficulties in arranging financing
for potential purchasers. Since that time, things have improved in the real
estate industry and with the improved environment we believe the value of
DCIP's real estate will increase. Even under the past difficult conditions,
DCIP has distributed in excess of $11 million to its Limited Partners.
Depending upon when you invested, you have already received between 55% and 70%
of your original investment through these cash distributions and you still own
your partnership Interests.
In addition, DCIP has passed through to its Limited Partners approximately $4
million in tax deductions arising from depreciation and other expenses, which
you have used (or can use in the future) to offset taxable income, subject to
provisions of the tax law.
<PAGE> 2
As general partner for DCIP, Decade Companies will continue to evaluate the
real estate market and believes that DCIP's current portfolio contains solid
performing properties, including:
. Pelican Sound Apartments, which was purchased for $12.55 million and
was appraised in August 1996 for $14.25 million.
. Town Place Apartments which was purchased for $7.61 million and was
appraised in April 1996 for $9.2 million.
. The Meadows Apartments which was purchased for $10.05 million and was
appraised in September 1996 at $11.1 million.
We are proud that these properties have appreciated in value since DCIP's
purchase and it is because of these and past purchases that DCIP has been able
to distribute more than $11 million in cash over the years.
While we cannot provide assurances of future performance, we believe that the
economy and the current state of the real estate market makes it likely that
the value of the DCIP's properties will continue to increase. For example, if
a capital gains tax reduction is enacted (as is being discussed), we believe
the real estate market will continue to improve.
As a DCIP investor, you may receive a proposal from Mr. Arnold Leas and
Wellington Management Corp. We believe that Mr. Leas' proposal would primarily
benefit Mr. Leas and his company, but would not be in your best interest. He
has, in the past, and may in the future, distribute materials that we believe
are materially misleading and inaccurate. For example, he has failed to
disclose that removal of Decade Companies as general partner could cause DCIP's
property mortgages to be declared in default by banks; that his actions could
cost DCIP hundreds of thousands of dollars in additional costs as well as the
loss of millions of dollars in financing at favorable rates; or that his
actions could trigger the payment of approximately $225,000 due to the seller
of one of DCIP's properties, as well as other costs. We are taking steps to
enjoin these misleading actions. Do not be fooled.
We appreciate and value your past confidence and look forward to the eventual
sale of the partnership's properties at prices that justify the wait.
Please call me at (414) 792-9200 with any questions or concerns you have. We
look forward to hearing from you.
Very truly yours,
/s/ Michael Sweet
Michael Sweet
Partnership Manager
MS/mt
