SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Decade Companies Income Properties -
a Limited Partnership
(Name of Issuer)
Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number)
Jeffrey L. Keierleber
c/o Decade Companies
Suite 140
250 North Patrick Boulevard
Brookfield, Wisconsin 53045
414-792-9200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Conrad G. Goodkind, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5305
April 4, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
I. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jeffrey L. Keierleber
II. Check the Appropriate Box if a Member of a Group
(a) [X] (b) [ ]
III. SEC Use Only
IV. Source of funds
PF
V. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
VI. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting
Person With:
VII. Sole Voting Power
777.58
VIII. Shared Voting Power
-0-
IX. Sole Dispositive Power
777.58
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting
Person 784.58 (includes 7 shares owned by Decade
Properties, Inc.)
XII. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
XIII. Percent of Class Represented by Amount in Row (11)
5.9%
XIV. Type of Reporting Person
IN
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SCHEDULE 13D
XV. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Decade Properties, Inc.
39-1375152
XVI. Check the Appropriate Box if a Member of a Group
(a) [X] (b) [ ]
XVII. SEC Use Only
XVIII.Source of funds
WC
XIX. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
XX. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting
Person With:
XXI. Sole Voting Power
7
XXII. Shared Voting Power
-0-
XXIII.Sole Dispositive Power
7
XXIV. Shared Dispositive Power
-0-
XXV. Aggregate Amount Beneficially Owned by Each Reporting
Person
7 (Does not include shares held by Jeffrey
Keierleber)
XXVI. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
XXVII.Percent of Class Represented by Amount in Row (11)
.0466% (Does not include shares held by Jeffrey
Keierleber)
XXVIII.Type of Reporting Person
CO
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ITEM 1. SECURITY AND ISSUER.
Name of Issuer and Address of Principal Executive Offices:
Decade Companies Income Properties -
A Limited Partnership ("DCIP")
c/o Decade Companies
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin 53045
Title of Security to which this statement relates:
Limited Partnership Interests ("Interests")
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This Schedule 13D is filed jointly on behalf of Jeffrey
L. Keierleber, an individual with a business office at 250
Patrick Boulevard, Brookfield, Wisconsin 53045, and Decade
Properties, Inc., a Wisconsin corporation, with offices at 250
Patrick Boulevard, Brookfield, Wisconsin 53045. Mr. Keierleber
is the president, sole director, and sole shareholder of Decade
Properties, Inc., and the individual general partner of Decade
Companies, and is principally employed as the president of Decade
Properties, Inc. and general partner of numerous partnerships
affiliated with or sponsored by Decade Companies, including DCIP.
(d) and (e). During the last five years Mr. Keierleber and to
the knowledge of Decade Properties, Inc., any of Decade
Properties, Inc.'s officers and directors have not (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been 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 future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f). Mr. Keierleber is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total purchase price of Interests by Mr. Keierleber was
$539,848.70, which was paid for from personal funds (as set forth
in the Schedule below). Prior to March, 1997 Mr. Keierleber, was
the owner of 193.04 Interests, which were acquired in the initial
public offering of DCIP. In March 1997, Decade Properties, Inc.,
a corporation solely owned by Mr. Keierleber, acquired seven
Interests.
PAGE
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<TABLE>
<CAPTION>
Number of
Owner Date Interests Purchase price Total Paid
<S> <C> <C> <C> <C>
Jeffrey Keierleber 1986-88 193.04 $950 per Interest $183,388
Decade Properties, Inc. 3/4/97 7 $402 per Interest 2,814
Jeffrey Keierleber 3/28/97 31.5 $605 per Interest 19,057.50
Jeffrey Keierleber 4/4/97 486.00 $605 per Interest 294,030
Jeffrey Keierleber 4/11/97 67.04 $605 per Interest 40,559.20
Total 717.54 $539,848.20
</TABLE>
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In March and April 1997, Mr. Keierleber purchased 31.5 and 553.04
Interests, respectively for $605 per Interest through Wellington
Investment Services, Inc. ("Wellington")(including a commission
of $55). Mr. Keierleber has agreed to purchase Interests from
Wellington Clients (as defined in the settlement agreement
described below) for $605 per Interest through April 14, 1997 and
$592.50 per Interest between April 15 and May 5, 1997. A copy of
the offer is attached as Exhibit 1 and incorporated by reference
herein.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Keierleber is the individual general partner of Decade
Companies, the general partnership that is the general partner of
DCIP, and already controls and manages DCIP.
In December 1996, DCIP and Decade Companies brought an action in
federal court against Arnold Leas, Wellington Management
Corporation, and WMC Realty, Inc. for injunctive and other relief
based on asserted securities laws violations and other claims
arising from a proxy statement and other filings by Mr. Leas and
Wellington Management Corporation. Mr. Leas, Wellington
Management Corporation, and WMC Realty, Inc. counterclaimed
against DCIP and Decade Companies for alleged securities laws
violations. Mr. Leas and Wellington Management Corporation
ultimately undertook a proxy contest seeking, among other things,
to remove Decade Companies as DCIP's General Partner. Their
solicitation failed to obtain approval by a majority of the
Interests outstanding.
In order to settle all matters on behalf of DCIP and Decade
Companies, Mr. Keierleber agreed to buy all Interests from
Wellington's clients (as defined in the settlement offer attached
as Exhibit 1) until May 5, 1997, provided that Wellington obtains
the rights to offer the Interests by isolated transactions that
do not give rise to a tender offer or general solicitation. A
copy of the offer is attached as Exhibit 1 and incorporated by
reference herein.
The litigation between DCIP and Decade Companies and Leas,
Wellington Management Corporation and WMC Realty was dismissed on
March 20, 1997.
The lawsuit was dismissed pursuant to a settlement agreement
dated March 13, 1997, between the parties. Pursuant to the
settlement agreement, Jeffrey Keierleber, an individual who is a
general partner in Decade Companies (the General Partner of DCIP)
has agreed to purchase certain Interests for prices between
$592.50 and $605 (including commissions) until May 5, 1997,
provided that the limited partnership interests area acquired by
isolated transactions that do not give rise to general
solicitation or a tender offer. Pursuant to the settlement
agreement, Mr. Keierleber and Mr. Leas (and their affiliates)
agreed that for a period of ten years from March 13, 1997,
neither they nor any affiliate will: (a) acquire, offer to
acquire or agree to acquire, directly or indirectly, by purchase
or otherwise, any voting securities (including partnership
interests) or direct or indirect rights or options to acquire any
securities of any Decade or Wellington sponsored partnership or
an affiliate of the parties, as the case may be; (b) make, or in
any way participate, directly or indirectly, in any
"solicitation" of "proxies" to vote (as such terms are used in
the proxy rules of the Securities and Exchange Commission) or
seek to advise or influence any person or entity with respect to
the voting of any voting securities of any Decade or Wellington
sponsored partnership or an affiliate; (c) form, join or in any
way participate in a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, with
respect to any voting securities of any Decade or Wellington
sponsored partnership or an affiliate; or (d) otherwise act,
alone or in concert with others, to seek to control or influence
the management, the general partner or policies of any Decade or
Wellington sponsored partnership or an affiliate.
A copy of the settlement offer is filed herewith as Exhibit 1 and
the terms are incorporated by reference.
Other than as listed above, no material changes in the issuer's
assets, business or corporate structure are contemplated by
Mr. Keierleber or Decade Properties, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Prior to purchase of Interests in March and April
1997, Mr. Keierleber directly and indirectly held 193.04
Interests, or approximately 1.4% of the outstanding Interests.
Upon purchase of Interests pursuant to the Settlement Agreement
and the purchase by Decade Properties, Inc., Mr. Keierleber
beneficially owns, and has the sole power to vote and dispose,
784.58 Interests (or approximately 5.9% of the outstanding
Interests) (such total includes the March 1997, purchase by
Decade Properties, Inc. of seven Interests.)
(c). Except for the purchase of Interests described above, there
have been no transactions by Mr. Keierleber or Decade Properties,
Inc. with respect to the Interests during the 60 days preceding
the date of this Schedule 13D.
(d). Decade Properties, Inc., a joint filer, holds, directly and
indirectly, seven of the outstanding Interests.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the Settlement Agreement described in Item 4 above,
which is included as an exhibit to this Schedule 13D, and
agreements referred to or contained therein, there are no
contracts, arrangements, understandings or relationships between
Mr. Keierleber or Decade Properties, Inc. and any other person
with respect to any Securities of DCIP.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. 1 Offer and Settlement Agreement
dated March 13, 1997.
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JOINT FILING AGREEMENT
Jeffrey Keierleber and Decade Properties, Inc. each hereby
agreed that this Schedule 13D filed herewith and any amendments
thereto relating to the acquisition of Interests and any other
securities of Decade Companies Income Properties is filed jointly
on behalf of each such persons.
April 14, 1997
DECADE PROPERTIES, INC.
By: /s/ Jeffrey L. Keierleber
Jeffrey L. Keierleber, President
JEFFREY L. KEIERLEBER
/s/ Jeffrey L. Keierleber
March 13, 1997
Mr. Jeffrey Keierleber
Decade Companies
Suite 140
250 North Patrick Boulevard
Brookfield, WI 53045
Re: Offer and Settlement Agreement
Dear Mr. Keierleber:
1. We hereby confirm our offer to facilitate sales as a
broker-dealer to you of limited partnership interests
("Interests") in Decade Companies Income Properties--A Limited
Partnership ("DCIP") held by Arnold K. Leas ("Leas"), Affiliates
(as defined below) of Leas, clients of Wellington Investment
Services Corp. and holders who affirmatively voted for a change
in general partner in the recently terminated Wellington proxy
solicitation and who did not revoke such consent (collectively
"Wellington Clients"). We will deliver a list of those persons
to you within 10 days subject to the conditions in this letter.
The price to you will be $605 for Interests received by you on or
before April 14, 1997 and $592.50, net for Interests received on
or before May 5, 1997. Wellington Investment Services Corp.
intends to charge a 10% commission ($55) on each Interest
delivered on or prior to April 14, 1997 and a $42.50 commission
on each Interest delivered between April 15 and May 5, 1997,
which is included in the net price. You agree to purchase and
pay the purchase price and commission (totaling $605, net or
$592.50, net as the case may be) for each Interest within 10 days
of delivery of the properly executed instruments of assignment
(attached hereto), for all Interests delivered until May 5, 1997.
In making this arrangement, Leas and Wellington Investment
Services Corp. agree to comply with all federal and state
securities laws. We will advise you by 9:00 a.m. on each Friday
between the date hereof and May 5, 1997 of the number of
Interests available for your purchase.
2. Wellington Investment Services Corp. agrees to offer
the Interests as a broker-dealer in the ordinary course and
represents and covenants that it will only acquire the right to
offer the Interests in a series of isolated transactions and by
means that do not constitute "general solicitation" or a "tender
offer," as the terms are understood under Section 14 of the
Securities Exchange Act of 1934, as amended, or comparable laws
of any state in which such transactions of the offer thereof
occurs.
3. For the mutual promises herein and for good and
valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, I and Wellington Management Corporation
hereby agree that for a period of ten years from the date hereof,
neither we nor any Affiliate (as that term is defined in Rule 405
under the Securities Act of 1933, as amended) of ours (regardless
of whether such person or entity is an Affiliate on the date
hereof) will (a) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any voting
securities (including partnership interests) or direct or
indirect rights or options to acquire any securities of any
Decade sponsored entity or an Affiliate of either Decade
Companies or you, even if formed hereafter (collectively
hereafter "Decade Entity"), (b) make, or in any way participate,
directly or indirectly, in any "solicitation" of "proxies" to
vote (as such terms are used in the proxy rules of the Securities
and Exchange Commission), or seek to advise or influence any
person or entity with respect to the voting of any voting
securities of any Decade Entity, (c) form, join or in any way
participate in a "group" within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), with respect to any voting securities of any Decade
Entity, or (d) otherwise act, alone or in concert with others, to
seek to control or influence the management, the general partner
or policies of any Decade Entity. We acknowledge that you would
not have an adequate remedy at law for money damages in the event
that this covenant were not performed in accordance with its
terms and, therefore, agree that you shall be entitled, at your
sole choice, to specific performance or injunction or any or all
other equitable remedies in addition to any other remedy to which
you may be entitled, at law or in equity. You and any Decade
Entity agree that for a period of ten years from the date hereof
you or any Decade Entity will not (a) acquire, offer to acquire,
or agree to acquire, directly or indirectly, by purchase or
otherwise, any voting securities (including partnership
interests) or direct or indirect rights or options to acquire any
securities of any Wellington sponsored entity or Affiliate of
ours ("Wellington Entity"); (b) make, or in any way participate,
directly or indirectly, in any solicitation of proxies (as
earlier defined) or seek to advise or influence any person or
entity with respect to the voting of any securities of a
Wellington Entity; (c) form, join, or in any way participate in a
"group" within the meaning of Section 13(d)(3) of the Exchange
Act with respect to any voting securities of any Wellington
Entity; or (d) otherwise act, alone or in concert with others, to
seek to control or influence the management, the general partner,
board or policies of any Wellington Entity. You acknowledge that
we would not have adequate remedy at law for money damages in the
event this covenant were not performed in accordance with its
terms and, therefore, agree that we shall be entitled at our sole
choice to specific performance or injunction, or any or all other
equitable remedies in addition to any other remedy to which we
may be entitled at law or in equity.
4. We and you will each dismiss with prejudice the
lawsuits listed in Schedule I hereto and direct our respective
attorneys to file the attached stipulated motion and order for
dismissal, and we and you hereby release and discharge each other
(and each other's present and former directors, officers,
employees, partners, predecessors, successors, assigns,
subsidiaries and affiliates) from all manner of claims, actions,
causes of action or suits, in law, or equity, which each of us
now has or hereafter can, shall, or may have by reason of any
matter, cause or thing whatsoever from the beginning of the world
to the date of this Agreement, including without limitation any
claims arising out of, in connection with, or in any way related
to, purchases or sales of, or attempts to purchase or sell, by
anyone, securities of DCIP or any Decade Entity, excepting only
any action, cause of action or suit arising by virtue of this
Agreement.
5. We hereby represent that we are terminating our DCIP
proxy contest and will properly comply with all laws in
completing the proxy contest.
6. We hereby represent and warrant that:
(a) We are duly authorized to offer the Interests held
by Wellington Clients;
(b) The Interests offered hereby represent all of the
Interests held by Leas, Joe Griese, Bill Best, Mike Voss, or
an Affiliate of Leas;
(c) This offer is by means that do not give rise to a
tender offer; and
(d) We will not disparage you or a Decade Entity in
connection with the offer herein or otherwise.
7. You hereby represent and warrant that you will not
disparage Leas or a Wellington Entity in connection with the
offer or otherwise.
8. We indemnify you for any damages (including reasonable
attorneys fees and costs, claims, obligations, costs of defense,
actual punitive or consequential, foreseen or unforeseen, known
or unknown, damages, awards or judgments of any kind or nature)
you or any Decade Entity shall incur under the securities laws in
acquiring or offering the Interests from Wellington Clients
arising from a violation of federal or state securities laws by
Leas or Wellington Investment Services Corp. or from our offer
being considered a tender offer.
9. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Wisconsin.
10. We shall not send any letters concerning this offer to
any DCIP limited partner unless reviewed and approved by our
counsel, Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C.
and in such case only to a Wellington Client.
Very truly yours,
WELLINGTON MANAGEMENT CORPORATION
and WELLINGTON ENTITIES
By: /s/Arnold K. Leas
President
ARNOLD K. LEAS
By: /s/Arnold K. Leas
Arnold K. Leas
WELLINGTON INVESTMENT SERVICES
CORP.
By: /s/Arnold K. Leas
Arnold K. Leas
WMC REALTY INC.
By: /s/Arnold K. Leas
Arnold K. Leas
Accepted and Agreed:
Jeffrey Keierleber
By: /s/Jeffrey Keierleber
Individually and on behalf
of Decade Entities
/s/Jeffrey Keierleber
Decade Companies Income Properties
By: Jeffrey Keierleber
/s/Jeffrey Keierleber
Decade Companies
By: Jeffrey Keierleber, General
Partner
