SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 3
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) 277-5000
July 28, 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 [ ].
<PAGE>
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
1,748.58
VIII. Shared Voting Power
-0-
IX. Sole Dispositive Power
1,748.58
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
1,755.58 (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)
13.1%
XIV. Type of Reporting Person
IN
<PAGE>
<PAGE>
SCHEDULE 13D
I. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Decade Properties, Inc.
39-1375152
II. Check the Appropriate Box if a Member of a Group
(a) [X] (b) [ ]
III. SEC Use Only
IV. Source of funds
WC
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
7
VIII.Shared Voting Power
-0-
IX. Sole Dispositive Power
7
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
7 (Does not include shares held by Jeffrey Keierleber)
XII. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
XIII.Percent of Class Represented by Amount in Row (11)
.0466% (Does not include shares held directly by
Jeffrey Keierleber)
XIV. Type of Reporting Person
CO
<PAGE>
<PAGE>
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 Amendment No. 3 to 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.
Prior to the 1997 purchases described below, Jeffrey Keierleber
purchased with personal funds 193.04 Interests between 1986-1988
at prices ranging from $920-$940 per Interest.
The total purchase price of Interests by Mr. Keierleber and
Decade Properties, Inc. in 1997 was $927,538.66, which was paid
for from personal funds (as set forth in the Schedule below).
<PAGE>
<TABLE>
<CAPTION>
1997 Purchases
Number of
Owner Date Interests Purchase price Total Paid
<S> <C> <C> <C> <C>
Decade Properties, Inc. 3/4/97 7 $402.00 per Interest 2,814.00
Jeffrey Keierleber 3/28/97 31.5 $605.00 per Interest 19,057.50
Jeffrey Keierleber 4/4/97 486.00 $605.00 per Interest 294,030.00
Jeffrey Keierleber 4/11/97 67.04 $605.00 per Interest 40,559.20
Jeffrey Keierleber 4/14/97 149.42 $605.00 per Interest 90,399.10
Jeffrey Keierleber 4/16/97 32.99 $592.50 per Interest 19,546.58
Jeffrey Keierleber 4/18/97 147.00 $592.50 per Interest 87,097.50
Jeffrey Keierleber 4/23/97 13.45 $592.50 per Interest 7,969.13
Jeffrey Keierleber 4/24/97 6.16 $592.50 per Interest 3,649.80
Jeffrey Keierleber 4/25/97 152.01 $592.50 per Interest 90,065,93
Jeffrey Keierleber 5/2/97 144.63 $592.50 per Interest 85,693.22
Jeffrey Keierleber 5/5/97 181.64 $592.50 per Interest 107,621.70
Jeffrey Keierleber 5/19/97 51.70 $550.00 per Interest 28,435.00
Jeffrey Keierleber 6/3/97 20 $550.00 per Interest 11,000.00
Jeffrey Keierleber 6/9/97 5 $550.00 per Interest 2,750.00
Jeffrey Keierleber 6/9/97 5 $550.00 per Interest 2,750.00
Jeffrey Keierleber 7/8/97 3 $550.00 per Interest 1,650.00
Jeffrey Keierleber 7/14/97 5 $550.00 per Interest 2,750.00
Jeffrey Keierleber 7/17/97 4 $550.00 per Interest 2,200.00
Jeffrey Keierleber 7/28/97 50 $550.00 per Interest 27,500.00
Total 1,562.54 $927,538.66
/TABLE
<PAGE>
In March, April, and May 1997, Mr. Keierleber purchased
Interests, respectively for $605 per Interest up until April 14,
1997 and $592.50 per Interest after April 14, 1997 through
Wellington Investment Services, Inc. ("Wellington")(including
commissions). 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.
Since May 19, 1997, purchases of Interests have been at $550.00
per Interest, with no commissions paid.
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
previously filed 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 are 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 was filed herewith as Exhibit 1,
and the terms are incorporated by reference.
In its ordinary course of operations, Decade Companies Income
Properties is negotiating to sell Town Place Apartments for
approximately $10,100,000. Tentative closing would be scheduled
to occur on or before January 15, 1998, but in no event earlier
than January 1, 1998. If the prepared transaction is
consummated, which is subject to numerous conditions, it is
anticipated that the transaction will be structured as a like-
kind exchange qualifying under Section 1031 of the Internal
Revenue Code. As of this date, Decade Companies Income
Properties has not identified a "replacement property" nor has
any Agreement for Purchase and Sale of Town Place Apartments,
Clearwater, Florida been signed. These negotiations are ongoing
and an offer lapsed, without acceptance, on Monday, August 4,
1997. Since that date, there have been no further negotiations
or communications.
Other than as listed above, no material changes in the issuer's
assets, business or structure are contemplated by Mr. Keierleber
or Decade Properties, Inc. and, except as discussed above, no
transactions of the type in Items (a)-(j) are contemplated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Prior to purchase of Interests in 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. and by Mr. Keierleber, Mr.
Keierleber beneficially owns, and has the sole power to vote and
dispose, 1,755.58 Interests (or approximately 13.1% 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 was included as an exhibit to the 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 (previously filed with
Schedule 13D).
DECADE PROPERTIES, INC.
By: /s/ Jeffrey L. Keierleber
Jeffrey L. Keierleber, President
JEFFREY L. KEIERLEBER
/s/ Jeffrey L. Keierleber
August 6, 1997
