SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13-3 Transaction Statement
(Pursuant to Section 13(e) 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 Statement.)
This Statement is filed in connection with (check the appropriate
box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
This Amendment No. 3 to Rule 13e-3 Transaction Statement (the
"Statement") relates to an issuer tender offer by Decade Companies
Income Properties -- A Limited Partnership (the "Partnership") to
purchase outstanding limited partnership interests (the "Interests")
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 24, 1996 (including the annexes thereto, the
"Offer to Purchase"), and in the related Letter of Acceptance (which
together constitute the "Offer"), copies of which are filed as
Exhibits (d)(1) and (d)(2) hereto, respectively. This Statement is
being filed by the Partnership. Capitalized terms used in this
Statement and not defined herein shall have the meanings set forth in
the Offer to Purchase.
Concurrently with the filing of this Amendment No. 3, the
Partnership is filing with the Securities and Exchange Commission, an
Amendment No. 3 to a Schedule 13E-4 Issuer Tender Offer Statement. A
copy of the Offer to Purchase is attached as Exhibit (d)(1) thereto.
The information contained in the Offer to Purchase is incorporated by
reference in answer to the items of this 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 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 Instruction to Schedule 13E-3)
Item of Location in Offer to Repurchase
Schedule 13E-3 (for incorporation by reference)
Item 1. Issuer and Class of Security Subject to the
Transaction.
(a) "The Partnership--Background of the Partnership."
(b) "The Partnership--Background of the Partnership."
(c) "Lack of Market and Distributions."
(d) "Lack of Market and Distributions."
(e) Not Applicable.
(f) Not Applicable.
Item 2. Identity and Background.
This Schedule 13E-3 is being filed only by the Partnership, the issuer
of the class of securities which is the subject of this Rule 13e-3
transaction.
(a)-(d) "The Partnership--Background of the Partnership."
(e)-(f) During the past five years, neither the Partnership nor
any of the persons enumerated in General Instruction C
to Schedule 13E-3 has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 violation of, or prohibiting
activities subject to, federal or state securities laws
or finding any violation of such laws.
(g) All relevant persons are citizens of the United States
of America.
Item 3. Past Contacts, Transactions or Negotiations.
(a) Not Applicable as the Schedule is being filed by the
issuer alone.
(b) "The Partnership--Interests of Certain Persons in the
Offer."
Item 4. Terms of the Transaction.
(a) "The Offer."
(b) "The Offer--Proration Rights."
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) "The Partnership--Certain Effects of the Offer;" "The
Partnership--Conduct of the Partnership After the
Offer."
Item 6. Source and Amount of Funds or Other Consideration.
(a)-(d) "Financing the Offer."
Item 7. Purposes, Alternatives, Reasons and Effects.
(a)-(c) "The Partnership--Background for the Offer."
(d) "The Partnership--Certain Effects of the Offer."
Item 8. Fairness of the Transaction.
(a)-(f) "The Partnership--Determination of the Offer Price."
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) "The Partnership--August 1996 Appraisal of Pelican
Sound; September 1996 Appraisal of Meadows II; April
1996 Appraisal of Town Place;" "The Partnership--
Opinion of The Valuations Group."
Item 10. Interest in Securities of the Issuer.
(a)-(b) "Security Ownership."
Item 11. Contracts, Arrangements or Understandings with Respect
to the Issuer's Securities.
"The Partnership--Interests of Certain Persons in the
Offer."
Item 12. Present Intention and Recommendation of Certain Persons
with Regard to the Transaction.
(a) "The Partnership--Interests of Certain Persons in the
Offer."
(b) "Security Ownership;" "The Offer."
Item 13. Other Provisions of the Transaction.
(a) "The Offer."
(b)-(c) Not Applicable.
Item 14. Financial Information.
(a) "Financial Statements."
(b) "Pro Forma Financial Data."
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) "The Offer;" "Financing the Offer--Estimated Costs and
Fees."
Item 16. Additional Information.
The Offer, the Annex and Exhibits attached hereto.
Item 17. Material to be filed as Exhibits
(a) Not Applicable
(b) *(1) Fairness opinion of The Valuations Group (attached as
Annex D to the Offer to Purchase).
*(2) Appraisal of Pelican Sound, Report Letter dated August
28, 1996, of Riggins, Atkinson, Combs, and Associates,
Inc. (attached as Annex A to the Offer to Purchase).
*(3) Appraisal of The Meadows II, Report Letter dated
September 25, 1996, of T.M. Warner MAI, SRA (attached
as Annex B to the Offer to Purchase).
*(4) Appraisal of Town Place, Report Letter dated April 15,
1996, of Riggins, Atkinson, Combs, and Associates, Inc.
(attached as Annex C to the Offer to Purchase).
(c) Not Applicable.
(d) *(1) Offer To Purchase, dated October 24, 1996.
*(2) Letter of Acceptance.
*(3) Cover letter to Limited Partners, dated October 24,
1996.
*(4) Cover letter to Limited Partners, dated November 12,
1996.
*(5) Cover letter to Limited Partners, dated November 18,
1996.
(6) Cover letters to Limited Partners, dated November 20,
1996.
(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 (d)(6)
Cover Letter
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
