SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Amendment No. 5
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 Statements.)
November 21, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
This Amendment No. 5 to Schedule 13E-4 Issuer Tender Offer
Statement is being filed by Decade's Monthly Income & Appreciation
Fund --A Limited Partnership (the "Partnership"). The Partnership is
the issuer of the class of securities which was the subject of the
Schedule 13E-4 transaction. Concurrently with the filing of this
Issuer Tender Offer Statement, the Partnership is filing with the
Securities and Exchange Commission amendment No. 5 to Schedule 13E-3
Transaction 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.
The Partnership's Offer ended at midnight December 29, 1995 and
3,683.025 Interests were tendered, not withdrawn, and accepted from
449 Limited Partners.
<PAGE>
Cross Reference Sheet
(Pursuant to General Instructions to Schedule 13E-4)
Schedule 13E-4
Item Number Caption Caption in Offer to Repurchase (for
incorporation by reference)
1. Security and Issuer
(a) "The Partnership -- Background of the
Partnership."
(b) "The Partnership -- Background of the
Partnership;" "The Offer."
(c) "Lack of Market and Distributions."
(d) Not Applicable.
2. Source and Amount of Funds or Other Considerations
(a)--(b) "Financing the Offer."
3. Purpose of the Tender Offer and Plans or Proposal of the Issuer
or Affiliate
(a)--(j) "The Partnership--Certain Effects of the
Offer."
"The Partnership--Conduct of the
Partnership After the Offer."
4. Interest in Securities of the Issuer
No transactions in the Limited
Partnership Interests were effected by
the Partnership or a relevant party.
5. Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer's Securities
"The Partnership--Interests of Certain
Persons in the Offer."
6. Persons Retained, Employed or to Be Compensated
"The Offer--Fees and Expenses;" "The
Partnership -- Fairness of the Offer."
7. Financial Information
(a) "Financial Statements."
(b) "Pro Forma Financial Data."
8. Additional Information
(a) "The Partnership--Interests of Certain
Persons in the Offer;" "The Partnership-
-Certain Effects of the Offer;" "The
Partnership--Conduct of the Partnership
After the Offer."
(b) "The Partnership--Regulatory Matters."
(c) "The Partnership--Regulatory Matters."
(d) Not Applicable.
(e) Offer to Purchase and the annexes and
exhibits thereto.
9. Material to be Filed as Exhibits
(a) (1) Offer to Purchase and the Annexes
thereto.*
(2) Cover Letter to Limited Partners.*
(3) Supplemental Letter to all Limited
Partners.*
(4) Cover Letter to Limited Partners, dated
December 6, 1995.*
(5) Second Supplemental letter to all
Limited Partners.*
(6) Cover Letter to all Limited Partners,
dated December 14, 1995.*
(7) Third Supplemental Letter to All Limited
Partners.*
(8) Cover Letter to all Limited Partners,
dated December 19, 1995.*
(b) (1) Commitment for $1,850,000 Loan from
Associated Bank.*
(2) Loan Agreement with Associated Bank.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
*Previously Filed
<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: January 2, 1996.
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
NOTE # 0817950/0015378 BRANCH # 59
BUSINESS Boxes not checked
W.B.A. 451 (3/10/94) F11221 are inapplicable
(c) Wisconsin Bankers Association 1994
BUSINESS NOTE
(Use only for business purpose loans or
consumer loans in excess of $25,000)
DECADE'S MONTHLY INCOME & APPRECIATION FUND, A LIMITED PARTNERSHIP
(MAKER)
DECEMBER 26, 1995 (DATE)
1,850,000.00
1. Promise to Pay and Payment Schedule. The undersigned ("Maker,"
whether one or more) promises to pay to the order of ASSOCIATED BANK
MILWAUKEE ("Lender") at 515 WEST WELLS STREET, MILWAUKEE, Wisconsin, the
sum of $1,850,000.00:
[Check (a), (b), (c) or (d); only one shall apply.]
(a) [ ] Single Payment. In one payment on ____(n/a)____, plus
interest payable as set forth below unless interest is shown
on line 4 below.
(b) [x] Installments of Principal and Interest. In 35 equal payments
of $15,000.00 due on January 31, 1996, and on
[x] the same day(s) of each succeeding month thereafter [ ] every
7th day thereafter [ ] every 14th day thereafter, PLUS a final
payment of the unpaid balance and accrued interest due on
December 31, 1998,
all subject to modification as set forth in 2(b) below, if applicable.
All payments include principal and interest.
(c) [ ] Installments of Principal. In ____n/a____ equal payments of
principal of $____n/a____ due on ____n/a____, and on [ ] the
same day(s) of each ____n/a____ month thereafter [ ] every 7th
day thereafter [ ] every 14th day thereafter, PLUS a final
payment of the unpaid principal due on ____n/a____, PLUS
interest payable as set forth below.
(d) [ ] Other. ____n/a____
2. Interest Calculation. If the amount of interest is not shown on line
4 below, this Note bears interest on the unpaid principal balance before
maturity:
[Check (a) or (b) or complete line 4 below; only one shall apply.]
(a) [ ] Fixed Rate. At the rate of ____n/a____% per year.
(b) [x] Variable Rate. At the annual rate which is equal to the
following Index Rate, plus __0.000__ percentage points ("Note
Rate"), and the Note Rate shall be adjusted as provided below.
The Index Rate is:
[ ] The prime rate [ ] The reference rate [ ] The base rate
adopted by [ ] Lender [ ] ____n/a____ from time to time as its
base or reference rate for interest rate determinations. The
Index Rate may or may not be the lowest rate charged by
Lender.
[x] THE PUBLISHED ASSOCIATED BANK MILWAUKEE PRIME RATE
The Initial Note Rate is __8.500__%. An adjustment in the
Note Rate will result in an increase or decrease in (1) [ ]
the amount of each payment of interest, (2) [ ] the amount of
the final payment, (3) [ ] the number of scheduled periodic
payments sufficient to repay this Note in substantially equal
payments, (4) [ ] the amount of each remaining payment of
principal and interest so that those remaining payments will
be substantially equal and sufficient to repay this Note by
its scheduled maturity date, (5) [ ] the amount of each
remaining payment of principal and interest (other than the
final payment) so that those remaining payments will be
substantially equal and sufficient to repay this Note by its
scheduled maturity date based on the original amortization
schedule used by Lender, plus the final payment of principal
and interest, or (6) [ ] ____n/a____.
In addition, Lender is authorized to change the amount of
periodic payments if and to the extent necessary to pay in
full all accrued interest owing on this Note. The Maker
agrees to pay any resulting payments or amounts. The Note
Rate shall be adjusted only on the following change dates:
[ ] the first day of each month [ ] each scheduled payment
date [x] as and when the Index Rate changes [ ] ____n/a____.
Interest is computed for the actual number of days principal is unpaid
on the basis of [x] a 360 day year [ ] a 365 day year.
3. Interest Payment. Interest is payable on ____n/a____, and on [ ] the
same day of each ____n/a____ month thereafter, [ ] every 7th day
thereafter, [ ] every 14th day thereafter, and at maturity, or, if box
1(b) is checked, at the times so indicated.
4. Other Charges. If any payment (other than the final payment) is not
made on or before the __10__ day after its due date, Lender may collect
a delinquency charge of __5.00__% of the unpaid amount. Unpaid
principal and interest bear interest after maturity until paid (whether
by acceleration or lapse of time) at the rate [x] which would otherwise
be applicable plus __4.000__ percentage points [ ] of ____n/a____% per
year, computed on the basis of [x] a 360 day year [ ] a 365 day year.
Maker agrees to pay a charge of $____n/a____ for each check presented
for payment under this Note which is returned unsatisfied.
5. Residential Mortgage. [x] If checked here, this Note is NOT secured
by a first lien mortgage or equivalent security interest on a one-to-
four family dwelling used as a Maker's principal place of residence.
6. Prepayment. Full or partial prepayment of this Note [x] is permitted
at any time without penalty [ ] * ____n/a____.
VARIABLE RATE DISCLOSURES
If box 2(b) above is checked, this Note contains a variable interest
rate provision and these disclosures are applicable if this Note is
secured by a first lien real estate mortgage or equivalent security
interest on a one-to-four family dwelling used as Maker's principal
place of residence. An increase or decrease in the Index Rate described
above will cause a corresponding increase or decrease in the rate of
interest. The current Index Rate value is ____n/a____%. Maker may
prepay this Note in whole or in part at any time without penalty. Notice
of any interest rate increase must be given to Maker.
THIS NOTE INCLUDES ADDITIONAL PROVISIONS ON REVERSE SIDE.
TAX ID # 39-1589973-----THIS NOTE IS SECURED BY REAL ESTATE UNDER AN
AGREEMENT DATED 12/26/95 FROM DECADE'S MONTHLY INCOME & APPRECIATION
FUND TO LENDER.
THIS NOTE IS NON RECOURSE. THE MAKER AND ITS GENERAL AND LIMITED
PARTNERS SHALL NOT BE PERSONALLY LIABLE. IN THE EVENT OF A DEFAULT, THE
LENDER'S SOLE REMEDY SHALL BE TO FORECLOSE THE COLLATERAL FOR SAID LOAN.
Inapplicable unless filed in (use for add-on loans only).
1. Loan Proceeds $__n/a__
2. Cr. Life Ins. Charge $__n/a__
3. Cr. A & S Ins. Charge $__n/a__
4. Interest (Add-on) $__n/a__
5. $__n/a__
6. Face Amount of Note $__n/a__
DECADE'S MONTHLY INCOME & APPRECIATION FUND, A LIMITED PARTNERSHIP
By: Decade Companies, General Partner__________________________ (SEAL)
BY:____________________________________________________________ (SEAL)
JEFFREY KEIERLEBER GENERAL PARTNER
BY:____________________________________________________________ (SEAL)
DECADE 80, INC. GENERAL PARTNER
_______________________________________________________________ (SEAL)
BY: JEFFREY KEIERLEBER, PRESIDENT
_______________________________________________________________ (SEAL)
250 PATRICK BOULEVARD, SUITE 140
BROOKFIELD, WISCONSIN 53045 414-792-9201
(ADDRESS) (PHONE)
FOR LENDER CLERICAL USE ONLY
NEW: SECURITY AS FOLLOWS IN THE AMOUNT OF $1,850,000.00
*If checked, insert applicable prepayment restrictions and penalties.
BUT NOT LIMITED TO: COMM REM DATED 12/26/95
If credit life or accident and sickness insurance is requested, a WBA
450 may be required. If a consumer loan in excess of $25,000 is secured
by real property or dwelling, Truth-In-Lending will be applicable. If
this Note is secured by Maker's principal place of residence, secs.
138.052 and 135.056, Wis. Stats., may apply.
073 John Hoffman/ljh
LOAN OFFICER<PAGE>
ADDITIONAL PROVISIONS
7. Default and Enforcement. If any installment is not paid when due
under this Note, if a default occurs under any other obligation of any
Maker to Lender or if Lender deems itself insecure, the unpaid balance
shall, at the option of Lender, without notice, mature and become
immediately payable. The unpaid balance shall automatically mature and
become immediately payable in the event any Maker, surety, indorser or
guarantor becomes the subject of bankruptcy or other insolvency
proceedings. Lender's receipt of any payment on this Note after the
occurrence of an event of default shall not constitute a waiver of the
default or the Lender's rights and remedies upon such default. To the
extent not prohibited by law, Maker consents that venue for any legal
proceeding relating to collection of this Note shall be, at Lender's
option, the county in which Lender has its principal office in this
state, the county in which any Maker resides or the county in which this
Note was executed.
8. Security. This Note is secured by all existing and future security
agreements and mortgages between Lender and Maker, between Lender and
any indorser or guarantor of this Note, and between Lender and any other
person providing collateral security for Maker's obligations, and
payment may be accelerated according to any of them. Unless a lien
would be prohibited by law or would render a nontaxable account taxable,
Maker grants to Lender a security interest and lien in any deposit
account Maker may at any time have with Lender. Lender may, at any time
after an occurrence of an event of default, without notice or demand,
set-off against any deposit balances or other money now or hereafter
owed any Maker by Lender any amount unpaid under this Note.
9. Rights of Lender. Without affecting the liability of any Maker,
indorser, surety, or guarantor, Lender may, without notice, accept
partial payments, release or impair any collateral security for the
payment of this Note or agree not to sue any party liable on it. Lender
may apply prepayments, if permitted, to such future installments as it
elects. Lender may without notice to Maker apply payments made by or
for Maker to any obligations of Maker to Lender. Without affecting the
liability of any indorser, surety or guarantor, Lender may from time to
time, without notice, renew or extend the time for payment.
10. Obligations and Agreements of Maker. The obligations under this
Note of all Makers are joint and several. All Makers, indorsers,
sureties, and guarantors agree to pay all costs of collection before and
after judgment, including reasonable attorneys' fees (including those
incurred in successful defense or settlement of any counterclaim brought
by Maker or incident to any action or proceeding involving Maker brought
pursuant to the United States Bankruptcy Code) and waive presentment,
protest, demand and notice of dishonor. Maker agrees to indemnify and
hold harmless Lender, its directors, officers, employees and agents,
from and against any and all claims, damages, judgments, penalties, and
expenses, including reasonable attorneys' fees, arising directly or
indirectly from credit extended under this Note or the activities of
Maker. This indemnity shall survive payment of this Note. Each Maker
acknowledges that Lender has not made any representations or warranties
with respect to, and that Lender does not assume any responsibility to
Maker for, the collectability or enforceability of this Note or the
financial condition of any Maker. Each Maker has independently
determined the collectability and enforceability of this Note. Maker
authorizes Lender to disclose financial and other information about
Maker to others.
11. Interpretation. This Note is intended by Maker and Lender as a
final expression of this Note and as a complete and exclusive statement
of its terms, there being no conditions to the enforceability of this
Note. This Note may not be supplemented or modified except in writing.
<TABLE>
INTEREST
PAID TO
<S> <S> <S> <S> <S> <S> <S> <S>
MO. DAY YR. DATES PAID INITIALS INTEREST PRINCIPAL BALANCE DUE
</TABLE>
