SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 5
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
November 13, 1998
(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 [ ].
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
2,030.31
VIII. Shared Voting Power
-0-
IX. Sole Dispositive Power
2,030.31
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
2,038.31 (includes 8 interests 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)
15.2%
XIV. Type of Reporting Person
IN
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
Wisconsin
Number of Shares Beneficially Owned by Each Reporting Person
With:
VII. Sole Voting Power
8
VIII. Shared Voting Power
-0-
IX. Sole Dispositive Power
8
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
8 (Does not include interests held directly 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)
.0597% (Does not include interests held directly by
Jeffrey Keierleber)
XIV. Type of Reporting Person
CO
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. 5 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.
For transactions executed on or sixty days before November 13,
1998, the total purchase price of Interests by Mr. Keierleber was
$67,721.50, which was paid for from personal funds (as set forth in
the Schedule below).
Purchases on or 60 Days Before November 13, 1998
<TABLE>
<S> <C> <C> <C> <C>
Number of
Owner Date Interests Purchase price Total Paid
Jeffrey Keierleber 10/16/98 25.0 $550.00 per Interest 13,750.00
Jeffrey Keierleber 10/22/98 39.24 $550.00 per Interest 21,582.00
Jeffrey Keierleber 11/05/98 51.0 $550.00 per Interest 28,050.00
Jeffrey Keierleber 11/13/98 7.89 $550.00 per Interest 4,339.50
</TABLE>
Total 123.13
$67,721.50
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,
prior to the transactions described above, already controlled and
managed DCIP. The purpose of the above transactions, therefore, was
the general periodic accumulation of Interests.
No material changes in the issuer's assets, business or structure are
contemplated by Mr. Keierleber or Decade Properties, Inc. and no
transactions of the type in Items (a)-(j) are contemplated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Following his July 1, 1998 purchase of Interests, Mr.
Keierleber beneficially owns, and has the sole power to vote and
dispose, 2,038.31 Interests (or approximately 15.2% of the outstanding
Interests) (such total includes eight Interests held by Decade
Properties, Inc.)
(c). The table in Item 3 sets forth all transactions by Mr.
Keierleber or Decade Properties, Inc. with respect to the Interests
during the 60 days preceding November 13, 1998, and is incorporated
herein by reference.
(d). Decade Properties, Inc., a joint filer, holds, directly and
indirectly, eight 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.
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.
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 was
attached as Exhibit 1 to the Schedule 13D filed by Decade Properties,
Inc. and Mr. Keierleber on July 28, 1997 and is 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 as Exhibit 1 to the Schedule
13D filed July 28, 1997 by Decade Properties, Inc. and Mr. Keierleber,
and the terms are incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
DECADE PROPERTIES, INC.
By: /s/ Jeffrey L. Keierleber
Jeffrey L. Keierleber, President
JEFFREY L. KEIERLEBER
/s/ Jeffrey L. Keierleber
November 18, 1998
