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. 4
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.
<PAGE>
This Amendment No. 4 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. 4, the
Partnership is filing with the Securities and Exchange Commission, an
Amendment No. 4 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.
<PAGE>
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 letter to Limited Partners, dated November 20,
1996.
(7) Letter to Limited Partners, dated November 28, 1996.
(e) Not Applicable.
(f) Not Applicable.
*Previously filed
<PAGE>
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 27, 1996.
DECADE COMPANIES INCOME PROPERTIES --
A LIMITED PARTNERSHIP
BY: /s/Jeffrey Keierleber
Jeffrey Keierleber, General Partner
of Decade Companies, General
Partner of the Partnership
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,
Michael G. Sweet,
Partnership Manager
