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. 4
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>
This Amendment No. 4 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. 4 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.
Page Number is
Sequentially
Numbered in
Amendment No.
4 to Schedule
Item 17. Material to be filed as Exhibits
(a) (1) Commitment for $1,850,000 Loan from
Associated Bank
(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.
(9) Third Supplemental Letter to Limited
Partners.
(10) Cover Letter to Limited Partners, dated
December 20, 1995.
(c) Not Applicable.
(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 20, 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 19, 1995
Mr. Jeff Keierleber
c/o Decade Companies
250 North Patrick Boulevard, Suite 140
Brookfield WI 53045
RE: Decade's Monthly Income and Appreciation Fund, A Limited
Partnership
Dear Jeff:
I am pleased to inform you that our Loan Committee has approved
your request for a first mortgage loan on the Madison property.
The basic terms and conditions of this approval follow.
Borrower: Decade's Monthly Income & Appreciation Fund, A
Limited Partnership
Amount: $1,850,000
Purpose: Purchase limited partner interests
Interest The Wall Street Journal Prime Rate, adjusted
Rate: monthly
Loan Fees: 1/2 of 1% ($9,250.00)
Maturity 12/31/98
Date:
Amortization: Twenty-five (25) years, approximately $15,210
(principal and interest) per month
Secured By: First mortgage on land and improvements at 201-
245 Swanton Road, Madison, WI
Additional Subordination of property management fees to the
Collateral: Bank.
Approval is subject to receipt by the Bank of a satisfactory
appraisal, environmental Phase I report, and current evidence of
title supported by a title policy.
This commitment shall expire on January 31, 1996, unless it is
extended by mutual agreement of the Bank and the Borrower.
Very truly yours,
John C. Hoffman
Vice President
December 20, 1995
Decade's Monthly Income and Appreciation Fund
- A Limited Partnership
Third 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 and
Second Supplemental Letters 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 financing
for which the Partnership has recently obtained a commitment from
Associated Bank.
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, the
Partnership has obtained a commitment from Associated Bank such
that it may borrow up to $1,850,000 at an interest rate of prime
(reset monthly). 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, will 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 commitment for 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
The Offer, withdrawal and proration rights will expire on
December 29, 1995, 12:00 midnight, Milwaukee time, unless
otherwise extended.
Tendered Interests To Date
As of noon, December 19, 1995, 337 Limited Partners have
tendered 2,816.87 Interests.
December 20, 1995
Re: Decade's Monthly Income & Appreciation Fund
Offer to Purchase Limited Partnership Interests
Dear Investor:
Enclosed with this letter is a Third 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 Third Supplemental Letter provides
details of the mortgage loan commitment approved by the bank on
The Meadows I Apartments.
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 G. Sweet
Partnership Manager
Enclosure
