SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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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)
Exhibit Index
Exhibit
1 Letter dated January 25, 1997
January 25, 1997
Re: Decade Companies Income Properties ("DCIP")
Dear Limited Partners:
We have received materials from Arnold Leas, an ex-employee
of Decade, who has stated that he will be presenting a proposal
to the limited partners to replace the general partner of DCIP
with one of his companies. Although he initially made this
promise on November 12, he has not yet sent a proxy statement,
but he may in the future. Nevertheless, because I feel deeply
about the Decade family of partnerships, I want you to know the
following information about Arnold Leas so that you are informed
of what he has done:
* Leas and his company, Wellington Management Corporation
("WMC"), are the advisor to the Wellington Properties
Trust, a real estate investment trust ("REIT") that
Leas formed. That REIT, according to the latest
financials publicly available, does not even cash flow.
We do not believe he would do better with DCIP.
* Leas engaged in self-interested transactions. As shown
in the REIT's prospectus, the REIT buys most of its
properties from Leas affiliated entities. Leas even
pays fees to one of his other entities when he buys a
property for the REIT from one of his affiliated
entities.
* In fact, his REIT paid $1.89 million in March 1994 for
a Madison, Wisconsin property that was appraised less
than a year earlier for $1.775 million. In short, the
REIT paid more for this property than the appraisal
price. Another Leas entity was paid $115,000 as a
brokerage commission for arranging that sale. Would
you pay $100,000 over the appraised amount for any
property?
* Leas represented in a Wellington prospectus filed with
the Wisconsin Commissioner of Securities and
distributed to investors that an officer of WMC (who is
a relative) was "...associated with the law firm of
Fried, Frank, Harris, Shriver & Jacobson, New York, New
York, specializing in mergers and acquisitions,
securities regulation and corporate finance."
(Emphasis added) In fact, Leas subsequently admitted
in pending litigation in the federal court that this
officer had only served as a paralegal. We believe
this is the type of liberty with the truth that you
should not have to endure.
* Leas has stated in a prior communication, and
elsewhere, that he typically achieves an 8% to 12% cash
return on investor's dollars. In fact, Leas admitted
in discovery responses in litigation in federal court
that 8% to 12% includes a return of the investors'
capital. This is returning their invested cash and
implying that it is all income.
* Under Leas management, the REIT has lost nearly
$467,000 (after depreciation) for the first nine months
of 1996. Even after excluding depreciation, the REIT
lost approximately $117,000. The year earlier it lost
$171,000 (after depreciation) for the same period.
Even after excluding depreciation, the REIT still lost
$33,000. The REIT is losing money at an increasing
rate and we believe WMC would also harm DCIP.
* If Leas were to succeed in his takeover attempt, he
could cause all of DCIP's loans to be declared in
default. We don't believe it is in your best interests
to have the loans accelerated and be immediately due.
DCIP could even lose its favorable rates and have to
pay higher interest rates and other financing costs.
* Leas attempted a roll-up (a forced consolidation) in
some equipment leasing partnerships that failed because
investors wanted to be paid cash and he would not pay
cash. He does not want to pay cash for your DCIP
Interests either.
* We understand that Leas has spent over $100,000 so far
to try to take over your Partnership. He's not doing
that out of the goodness of his heart. He has also
caused DCIP to spend monies on legal costs. He even
expects to spend more and wants your Partnership to
repay him. We believe this is wrong and not in the
best interests of DCIP partners.
In our opinion, Leas is not a suitable individual to be a
general partner of DCIP. Do not be fooled. We must end his
efforts.
The Fair Price Provision Amendment is a way for you to
protect yourself. We urge all limited partners to return their
consents for the Fair Price Provision Amendment as soon as
possible. If we have not received your consent, another one is
enclosed. The consent solicitation will expire on February 4,
1997 (unless extended by DCIP). We urge you to vote "For" the
Fair Price Provision, as described in the proxy statement, dated
January 4, 1997.
Yours truly,
Michael G. Sweet
Partnership Manager
Enclosure
