SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 8
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
262-792-9200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Conrad G. Goodkind, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
November 11, 1999
(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
2,474.18
VIII. Shared Voting Power
- -0-
IX.Sole Dispositive Power
2,474.18
X.Shared Dispositive Power
- -0-
XI.Aggregate Amount Beneficially Owned by Each Reporting Person
2,482.18 (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)
18.5%
XIV.Type of Reporting Person
IN<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
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<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. 8 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 11, 1999, and any
transactions thereafter, the total purchase price of Interests by Mr.
Keierleber was $34,875.50, which was paid from personal funds (as set forth in
the Schedule below).
Purchases on or 60 Days Before November 11, 1999 and Any Purchases Thereafter
Owner Date Number of
Interests Purchase price Total Paid
Jeffrey Keierleber 9/20/99 25.00 $550.00 per Interest $ 13,750.00
Jeffrey Keierleber 9/28/99 19.00 $550.00 per Interest 10,450.00
Jeffrey Keierleber 10/15/99 14.41 $550.00 per Interest 7,925.50
Jeffrey Keierleber 11/11/99 5.00 $550.00 per Interest 2,750.00
Total 63.41 $34,875.50
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 November 11, 1999 purchase of Interests, Mr.
Keierleber beneficially owns, and has the sole power to vote and dispose,
2,482.18 Interests (or approximately 18.5% 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 11, 1999, and any transactions thereafter, 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, which has been filed 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.
The lawsuit was dismissed pursuant to a settlement agreement dated March 13,
1997, between the parties. 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.
<PAGE>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 15, 1999
