SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 3
DECADE'S MONTHLY INCOME & APPRECIATION FUND -- A LIMITED PARTNERSHIP
(Name of the Issuer)
DECADE'S MONTHLY INCOME & APPRECIATION FUND -- A LIMITED PARTNERSHIP
(Name of Person Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Jeffrey Keierleber
c/o Decade Companies
Decade's Monthly Income & Appreciation Fund--A Limited Partnership
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin 53045-5864
with copies to
Conrad G. Goodkind, Esq.
Quarles & Brady
411 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
(Names, Addresses and Telephone Numbers of Persons Authorized to Receive
Notices and Communications
on Behalf of Person Filing Statement.)
This Statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to are preliminary copies: [ ]
<PAGE>
<PAGE>
This Amendment No. 3 to Rule 13e-3 Transaction Statement (the
"Statement") relates to an issuer tender offer by Decade's Monthly
Income & Appreciation Fund -- a Limited Partnership (the "Partnership")
to purchase outstanding limited partnership interests (the "Interests")
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 21, 1995 (including the annexes thereto, the
"Offer to Purchase"), and in the related Letter of Acceptance (which
together constitute the "Offer"), copies of which have already been
filed as Exhibits (d)(1) and (d)(2) hereto, respectively. This
Statement is being filed by the Partnership. Capitalized terms used in
this Statement and not defined herein shall have the meanings set forth
in the Offer to Purchase.
Concurrently with the filing of this Statement, the Partnership is
filing with the Securities and Exchange Commission, an Amendment No. 3
to the Schedule 13E-4 Issuer Tender Offer Statement. A copy of the
Offer to Purchase was attached as Exhibit 1 thereto. The information
contained in the Offer to Purchase is incorporated by reference in
answer to the items of this Statement and the Cross Reference Sheet set
forth below shows the location in the Offer to Purchase of the
information required to be included in response to the items of this
Statement. The information contained in the Offer to Purchase,
including all exhibits and annexes thereto, is hereby expressly
incorporated by reference and the responses to each item herein are
qualified in their entirety by reference to the information contained in
the Offer to Purchase and the exhibits and annexes thereto.
<PAGE>
<PAGE>
CROSS REFERENCE SHEET
(Pursuant to General Instruction to Schedule 13E-3)
Item of Location in Offer to Repurchase
Schedule 13E-3 (for incorporation by reference)
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) "The Partnership--Background of the Partnership."
(b) "The Partnership--Background of the Partnership."
(c) "Lack of Market and Distributions."
(d) "Lack of Market and Distributions."
(e) Not Applicable.
(f) Not Applicable.
Item 2. Identity and Background.
This Schedule 13E-3 is being filed only by the Partnership, the issuer
of the class of securities which is the subject of this Rule 13e-3
transaction.
(a)-(d) "The Partnership--Background of the Partnership."
(e)-(f) During the past five years, neither the Partnership nor any of
the persons enumerated in General Instruction C to Schedule
13E-3 has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
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 further violation of, or prohibiting
activities subject to, federal or state securities laws or
finding any violation of such laws.
(g) All relevant persons are citizens of the United States of
America.
Item 3. Past Contacts, Transactions or Negotiations.
(a) Not Applicable as the Schedule is being filed by the issuer
alone.
(b) "The Partnership--Interests of Certain Persons in the Offer."
Item 4. Terms of the Transaction.
(a) "The Offer."
(b) "The Offer--Proration Rights."
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) "The Partnership--Certain Effects of the Offer;" "The
Partnership--Conduct of the Partnership After the Offer."
Item 6. Source and Amount of Funds or Other Consideration.
(a)-(d) "Financing the Offer."
Item 7. Purposes, Alternatives, Reasons and Effects.
(a)-(c) "The Partnership--Background for the Offer."
(d) "The Partnership--Certain Effects of the Offer."
Item 8. Fairness of the Transaction.
(a)-(f) "The Partnership--Determination of the Offer Price."
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) "The Partnership--November 1994 Appraisal of The Meadows I;"
"The Partnership--Opinion of The Valuations Group."
Item 10. Interest in Securities of the Issuer.
(a)-(b) "Security Ownership."
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
"The Partnership--Interests of Certain Persons in the Offer."
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
(a) "The Partnership--Interests of Certain Persons in the Offer."
(b) "Security Ownership;" "The Offer."
Item 13. Other Provisions of the Transaction.
(a) "The Offer."
(b)-(c) Not Applicable.
Item 14. Financial Information.
(a) "Financial Statements."
(b) "Pro Forma Financial Data."
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) "The Offer;" "Financing the Offer--Estimated Costs and Fees."
Item 16. Additional Information.
The Offer, the Annex and Exhibits attached hereto.
Item 17. Material to be filed as Exhibits
(a) Not Applicable
<PAGE>
<PAGE>
Page Number is
Sequentially
Numbered in
Amendment No.
3 to Schedule
(b) (1) Fairness opinion of The Valuations Group *
(attached as Annex B to the Offer to
Purchase).
(2) Appraisal of The Meadows I, Report Letter *
dated November 18, 1994, of T.M. Warner
MAI, SRA (attached as Annex A to the Offer
to Purchase).
(3) Analysis of The Valuations Group forwarded *
to the Partnership supporting fairness
opinion.
(4) The Partnership's Cover Letter to Limited *
Partners, with the Offer to Purchase.
(5) Supplemental Letter to Limited Partners. *
(6) Cover Letter to Limited Partners, dated *
December 7, 1995.
(7) Second Supplemental Letter to Limited Partners.
(8) Cover Letter to Limited Partners, dated
December 14, 1995.
(c) Not Applicable.
<PAGE>
(d) (1) Offer To Purchase, dated November 21, * 1995.
(2) Letter of Acceptance. *
(e) Not Applicable.
(f) Not Applicable.
*Previously Filed <PAGE>
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true,
complete and correct.
Dated: December 14, 1995.
DECADE'S MONTHLY INCOME & APPRECIATION
FUND -- A LIMITED PARTNERSHIP
BY: /s/Jeffrey Keierleber
Jeffrey Keierleber, General Partner of
Decade Companies, General Partner
of the Partnership
December 14, 1995
Decade's Monthly Income and Appreciation Fund
- A Limited Partnership
Second Supplemental Letter to All Limited Partners
Introduction
In addition to the information set forth in the Offer to
Purchase and the Annexes and Exhibits thereto and the First
Supplemental Letter sent to all Limited Partners, Limited
Partners of Decade's Monthly Income & Appreciation Fund -- A
Limited Partnership (the "Partnership") should carefully consider
the following information in deciding whether to tender limited
partnership interests ("Interests") for $800 cash per Interest
under the terms and subject to the conditions set forth in this
Offer to Purchase, the Supplemental Letters to Limited Partners
and in the related Letter of Acceptance (which constitute the
"Offer"). The Offer, proration period, and withdrawal rights
will expire at 12:00 midnight, Milwaukee time, on December 29,
1995, unless extended by the Partnership. The Partnership will
also accept up to 3,707 Interests, conditioned upon the expected
financing described in this letter.
Expected Financing To Fund Offer
The Partnership intends to enter into a credit facility with
Associated Bank, N.A. ("Credit Facility"), and such financing
would be available to fund additional purchases of Interests in
this Offer. While the Agreement has to be executed and approved
by Associated Bank N.A.'s board of directors, it is intended that
the Credit Facility will provide that the Partnership may borrow
up to $1,850,000 at an interest rate of prime (reset daily). The
Partnership will provide Associated Bank N.A. with a first
mortgage and assignment of rents from The Meadows I and also pay
a 1/2% origination fee. The Credit Facility will be due three
years after it is entered into, and interest payments and
amortization payments, based upon a 25-year term, would be due on
the first of each month.
It is anticipated that the Credit Facility will be entered
into on or about December 28, 1995. The Partnership will notify
Limited Partners of Associated Bank N.A.'s commitment to the
Credit Facility via a press release or another supplemental
letter. The Credit Facility is conditioned upon Associated Bank
N.A. receiving an appraisal of The Meadows I in excess of
$2,500,000, receiving a suitable architect's inspection report,
and receiving an acceptable Phase I environmental report on The
Meadows I. The Partnership believes it will be able to provide
such documents and assist Associated Bank N.A. in obtaining such
documents. The Credit Facility will be prepayable by the
Partnership at any time, without premium or penalty. The
Partnership will be required to make prepayments from the
proceeds of any sale of The Meadows I.
The Partnership anticipates making required interest and
principal payments on the Credit Facility from operating cash
flow.
Offer Expiration Date
As a result of arranging financing to purchase additional
Interests, the Partnership has decided to extend the Offer,
withdrawal and proration rights, until December 29, 1995, 12:00
midnight, Milwaukee time.
Minimum Number of Interests and Offer Proration
The Partnership will accept 3,707 Interests, conditioned
upon entering into the Credit Facility prior to December 29,
1995. If more than 3,707 Interests are tendered the Partnership
will prorate tendered Interests as follows:
1. The Partnership will first accept all of the tenders
from Limited Partners who own less than 100 Interests and who
tender all of their Interests by the Expiration Date. If this
amount is in excess of 3,707, the Partnership will prorate
purchases based upon the amount of Interests the Partnership can
purchase (a minimum of 3,707) times the ratio of (a) the number
of Interests tendered by each Limited Partner who owns less than
100 Interests and tendered all of their Interests to (b) the
total number of Interests tendered by all Limited Partners who
own less than 100 Interests and tender all of their Interests (up
to 3,707). The General Partner will prorate such that every
Limited Partner who has prorated Interests will not hold
fractional Interests and will not hold less than three Interests.
2. If the above category of tendering Limited Partners has
been satisfied and if there are funds to purchase other Interests
tendered, the Partnership will do so. This second category will
consist of those (i) Limited Partners who own 100 or more
Interests and (ii) Limited Partners who own less than 100
Interests and who tendered some, but not all, of their Interests.
If necessary, the Partnership will prorate tenders based upon the
ratio of the number of Interests tendered by each Limited Partner
in this second category to the total number of Interests tendered
by the remaining Limited Partners in this second category (up to
the maximum it can purchase), provided that the General Partner
may round the prorated amount such that a Limited Partner who
tenders Interests does not hold any fractional Interest and must
hold at least three Interests. If a Limited Partner decides to
tender some, but not all, Interests, such Limited Partner must
tender an amount such that the Limited Partner does not hold
fractional Interests and holds at least three Interests.
Tendered Interests To Date
As of noon, December 13, 1995, 219 Limited Partners have
tendered 1,860.11 Interests.
December 14, 1995
Re: Decade's Monthly Income & Appreciation Fund
Offer to Purchase Limited Partnership Interests
Dear Investor:
Enclosed with this letter is a Second Supplemental Letter to
all Limited Partners to provide additional information with
respect to the Offer to Purchase Limited Partnership Interests
dated November 21, 1995. The Second Supplemental Letter provides
additional information with respect to the proposed mortgage
financing on The Meadows I Apartments, and assuming such
financing is arranged, an increase in the minimum number of
Interests to be purchased from 1,313 to 3,707, and the extension
of the Offer from December 21, 1995 to December 29, 1995.
Please note. The Offer by the Partnership to purchase your
Limited Partnership Interests for cash has been extended and will
expire at 12:00 midnight, Milwaukee, Wisconsin time on Friday,
December 29, 1995 (unless otherwise extended by the Partnership).
If you have not already accepted the Offer, and wish to do so,
you must sign and timely return the Letter of Acceptance.
Please note that our office will be open until noon,
Milwaukee, Wisconsin time, on Friday December 29, 1995. Our fax
machine (414-792-0808) will be available to receive your Letter
of Acceptance after office hours through 12:00 midnight,
Milwaukee, Wisconsin time.
Should you have any questions, please feel free to call me.
Very truly yours,
Michael Sweet
Partnership Manager
MS/mt
Enclosure
