SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 7
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 LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
February 5, 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
2,325.70
VIII. Shared Voting Power
-0-
IX. Sole Dispositive Power
2,325.70
X. Shared Dispositive Power
-0-
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
2,333.70 (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)
17.5%
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. 7 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 February 5, 1999,
and any transactions thereafter, the total purchase price of
Interests by Mr. Keierleber was $50,793.05, which was paid from
personal funds (as set forth in the Schedule below).
Purchases on or 60 Days Before February 5, 1999 and Any Purchases
Thereafter
<TABLE>
<S> <C> <C> <C> <C>
Number of
Owner Date Interests Purchase price Total Paid
Jeffrey Keierleber 12/11/98 24.00 $550.00 per Interest $ 13,200.00
Jeffrey Keierleber 12/17/98 15.41 $550.00 per Interest 8,475.50
Jeffrey Keierleber 12/30/98 5.00 $550.00 per Interest 2,750.00
Jeffrey Keierleber 12/30/98 2.00 $620.44 per Interest 1,240.87
Jeffrey Keierleber 01/08/99 2.64 $562.42 per Interest 1,484.78
Jeffrey Keierleber 01/15/99 16.00 $550.00 per Interest 8,800.00
Jeffrey Keierleber 01/29/99 8.30 $595.41 per Interest 4,941.90
Jeffrey Keierleber 02/05/99 18.00 $550.00 per Interest 9,900.00
Total 91.35 $50,793.05
</TABLE>
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 February 5, 1999 purchase of Interests,
Mr. Keierleber beneficially owns, and has the sole power to vote and
dispose, 2,333.70 Interests (or approximately 17.5% 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 February 5, 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.
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
February 5, 1999
