UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Decade Companies Income Properties A Limited Partnership
(Name of Subject Company (Issuer))
Decade Companies Income Properties - A Limited Partnership
(Name of Filing Person (Issuer and Offeror))
Limited Partnership Interests
(Title of Class of Securities)
n/a
(CUSIP Number of Class of Securities)
Calculation of filing Fee
Transaction valuation* Amount of Filing Fee
$2,685,000 $248
*The transaction valuation was calculated by taking 3,000,
the number of Limited Partnership Interests offered to purchase
by the Issuer, and multiplying it by the purchase price stated in
the Offer to Purchase of $895.00 per Interest.
Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Check this box is the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
third-party tender offer subject to Rule 14d-1.
X issuer tender offer subject to Rule 13e-4.
X going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final
amendment reporting the results of the tender offer:
SCHEDULE TO
This Schedule TO relates to the tender offer, severally and
not jointly, by Decade Companies Income Properties A Limited
Partnership, a limited partnership organized in the State of
Wisconsin (the "Partnership") and Jeffrey L. Keierleber (an
affiliate of the Partnership and its General Partner) ("Keierleber")
to purchase, in aggregate, up to 7,700 Limited Partnership
Interests (the "Interests"), at a price of $895.00 per Interest,
upon the terms and subject to the conditions set forth in the Offer
to Purchase dated April 8, 2002 (the "Offer to Purchase") and in
the related Letter of Acceptance (which together constitute the
"Offer"). Copies of such documents are filed as Exhibits (a)(1)(A)
and (a)(1)(B), respectively, to this Schedule TO.
The Offer is being presented to the Limited Partners jointly
by the Partnership and Keierleber. Pursuant to the terms of the
Offer, the Partnership is offering to purchase the first 3,000
Interests tendered and Keierleber is offering to purchase up to an
additional 4,700 Interests tendered. For purposes of this Schedule
TO, only the Partnership is a filing person. Keierleber is the
independently filing his own Schedule TO pursuant to the
requirements of Rule 14d-1 and Rule 13e-3. All sections of the
Offer to Purchase incorporated by reference into this Schedule TO,
are incorporated for the purposes of providing the required
disclosures with respect to the Partnership.
Item 1. Summary Term Sheet
The information set forth in the Offer to Purchase under
"Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information
The information set forth in the Offer to Purchase under
"Summary Term Sheet," "The Offer," "The
Offer Introduction Background," "The Offer Introduction Management
of the Partnership," "The Offer Price Range of Interests;
Distributions; Trading Volume," "The Offer - Certain Information
Concerning the Offerors" and "The Offer Past Contacts, Transactions
or Negotiations; Transactions and Agreements Concerning the
Interests" and in Appendix B thereto is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person
The information set forth in the Offer to Purchase under "The
Offer," "The Offer Background," "The Offer Management of the
Partnership" and "The Offer Certain Information Concerning the
Offerors" is incorporated herein by reference.
Item 4. Terms of the Transaction
The information set forth in the Offer to Purchase under
"Summary Term Sheet," "The Offer," "The
Offer Introduction Background," "The Offer - Introduction - Post
Offer Plans," "The Offer Introduction Determination of the Purchase
Price," "The Offer - Introduction - Interests of Certain Persons in
the Offer," "The Offer - Introduction - Certain Effects of the
Offer," "The Offer Risk Factors," "The Offer - Fairness of the
Transaction; Reports, Opinions, Appraisals and Certain
Negotiations; No Approvals Required; No Appraisal Rights," "The
Offer Certain Federal Income Tax Consequences," "The Offer Number
of Interests; Expiration Date; Extension of the Offer," "The
Offer Procedure for Tendering Interests," "The Offer Withdrawal
Rights," "The Offer Payment of Purchase Price," "The Offer Certain
Conditions of the Offer" and "The Offer - Extension of Tender
Period; Termination; Amendments" and the Letter of Acceptance is
incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and
Agreements
The information set forth in the Offer to Purchase under "The
Offer - Introduction - Post Offer Plans" and "The Offer Past
Contracts, Transactions or Negotiations; Transactions and
Agreements Concerning the Interests" is incorporated herein by
reference.
Item 6. Purposes of the Transaction and Plans or Proposals
The information set forth in the Offer to Purchase under "
Summary Term Sheet," "The Offer Introduction Background," "The
Offer Introduction Post Offer Plans," "The
Offer Introduction Interests of Certain Persons in the Offer," "The
Offer Introduction Certain Effects of the Offer," "The Offer Risk
Factors" and "The Offer - Past Contacts, Transactions or
Negotiations; Transactions and Agreements Concerning the Interests"
is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration
The information set forth in the Offer to Purchase under "The
Offer Procedure for Tendering Interests Proration," "The
Offer Source and Amount of Funds" and "The Offer Persons Retained;
Fees and Expenses" is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company
The information set forth in the Offer to Purchase under "The
Offer Past Contracts, Transactions or Negotiations; Transactions
and Agreements Concerning the Interests," "The Offer Ownership of
Interests" and in Appendix B thereto is incorporated herein by
reference.
Item 9. Persons/Assets, Retained, Employed Compensated or
Used
The information set forth in the Offer to Purchase under
"Summary Term Sheet" and "The Offer Persons Retained; Fees and
Expenses" is incorporated herein by reference.
Item 10. Financial Statements
The audited financial statements for the Partnership for the
fiscal years ended December 31, 2001 and 2000 are incorporated
herein by reference to the Partnership's current report on Form 10-
KSB filed on March 28, 2002. This report is available for
inspection and copying at the public reference facilities
maintained by the Securities and Exchange Commission (the "SEC") at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or
233 Broadway, New York, New York 10279 or CitiCorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies can
also be obtained at a prescribed rate from the Public Reference
Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or free of charge at the web site maintained
by the SEC at www.sec.gov. Additional information set forth in the
Offer to Purchase in Appendix A and under "The Offer Certain
Information Concerning the Offeror" is incorporated herein by
reference.
No information is being disclosed pursuant to this Item 10
about Mr. Keierleber because such disclosure is immaterial to the
Offer. Financial information about Mr. Keierleber is immaterial
because the Offer is for cash consideration and he has the funds
available.
Item 11. Additional Information
The information set forth in the Offer to Purchase and the
Letter of Acceptance is incorporated herein by reference.
Item 12. Exhibits
(a)(1)(A) Offer to Purchase, dated April 8, 2002.
(a)(1)(B) Form of Letter of Acceptance
(a)(1)(C) Form of Cover Letter to Limited Partners
Item 13. Information Required by Schedule 13e-3
(a) Purposes, Alternatives, Reasons and Effects. The information
set forth in the Offer to Purchase under "The
Offer Introduction Background," "The Offer Introduction Post
Offer Plans," "The Offer Introduction Certain Effects of the
Offer," "The Offer Risk Factors" and "The Offer - Certain
Federal Income Tax Consequences" is incorporated herein by
reference.
(b Reports, Opinions, Appraisals and Negotiations. The
information set forth in the Offer to Purchase under "The
Offer Introduction Determination of the Purchase Price" and
"The Offer Fairness of the Transaction; Reports, Opinions,
Appraisals and Certain Negotiations; No Approvals Required; No
Appraisal Rights" is incorporated herein by reference.
(c) The Solicitation or Recommendation. The information set forth
in the Offer to Purchase under "Summary Term Sheet," "The
Offer," "The Offer Introduction Background" and "The
Offer Introduction Interests of Certain Persons in the Offer"
is incorporated herein by reference.
(d) Fairness of the Going-Private Transaction. The information
set forth in the Offer to Purchase under "The Offer -
Introduction - Determination of the Purchase Price" and "The
Offer - Fairness of the Transaction; Reports, Opinions,
Appraisals and Certain Negotiations; No Approval Required; No
Appraisal Rights" is incorporated herein by reference.
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule TO is
true, complete and correct.
Date: April 8, 2002
By: Decade Companies
General Partner
By: /s/ Jeffrey L. Keierleber
Jeffrey Keierleber
General Partner of Decade Companies
Exhibit (a)(1)(A) Offer to Purchase, dated April 8, 2002
DECADE COMPANIES INCOME PROPERTIES - A LIMITED PARTNERSHIP
Offer for Cash
Up to 7,700 Limited Partnership Interests
At $895.00 net per Interest
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT MIDNIGHT, CENTRAL TIME,
ON MAY 7, 2002, UNLESS THE OFFER IS EXTENDED.
---------------
Decade Companies Income Properties - A Limited Partnership, a
Wisconsin limited partnership (the "Partnership"), and Jeffrey L.
Keierleber, an affiliate of the partnership (collectively, the
"Offerors"), are offering to purchase up to 7,700 Limited
Partnership Interests ("Interests") of the Partnership at $895.00
per Interest (the "Purchase Price"), net to the seller in cash,
on the terms and subject to the conditions set forth herein and
in the related Letter of Acceptance (which together constitute
the "Offer"). Unless the Offer is modified, in the event that
more than 7,700 Interests are tendered, the tendered Interests
will be prorated for payment unless the Offerors determine to
increase the number of Interests sought in the Offer. See "The
Offer -- Procedure for Tendering Interests." This Offer
incorporates by reference the Partnership's audited financial
statements contained its Form 10-KSB for the year ended December
31, 2001.
---------------
The Offer is not conditioned on any minimum number of interests
being tendered. The Offer is, however, subject to certain other
conditions. See "The Offer -- Certain Conditions of the Offer."
---------------
This transaction has not been approved or disapproved by the
Securities and Exchange Commission or any State Securities
Regulator nor has the Commission or State Securities Regulator
passed upon the fairness or merits of such transaction nor upon
the accuracy or adequacy of the information contained in this
document. Any representation to the contrary is unlawful.
---------------
Neither the Partnership nor its General Partner makes any
recommendation to any Limited Partner as to whether to tender any
Interests. Each Limited Partner must make his or her own decision
as to whether to tender Interests and, if so, how many Interests
to tender. No executive officer of the General Partner or any of
its affiliates intends to tender Interests pursuant to the Offer.
---------------
In deciding whether to tender, please consider:
(a) Jeffrey L. Keierleber controls the general partner of the
Partnership, and Mr. Keierleber may acquire sufficient
Interests to control a majority of the outstanding Interests
and thus effectively be able to control the vote on matters
for which Limited Partners in the Partnership have voting
rights.
(a) The interests of the Offerors in purchasing Interests at the
offer price may conflict with the interests of Limited
Partners in obtaining a higher price (see "The Offer --
Introduction -- Determination of the Purchase Price").
(a) The Offerors have not yet performed a valuation of the
Partnership's remaining properties and have only estimated the
current net realizable value of the properties owned by the
Partnership. However, the Offerors intend to obtain
valuations and may increase the Purchase Price depending upon
the results of the valuation (see "The Offer -- Introduction -
- Determination of Purchase Price").
(a) The Offerors' purchase of Interests will reduce the number of
Limited Partners and the number of Interests that may
otherwise trade, thereby possibly adversely affecting the
liquidity and market value of the remaining Interests (see
"The Offer -- Introduction --Certain Effects of the Offer").
(a) The number of Limited Partners may be reduced below 300 by
reason of the Offer, which would allow the termination of
registration of the Interests under the Securities Exchange
Act of 1934 (the "Exchange Act"), which termination would
substantially reduce the information required to be furnished
by the Partnership to holders of the Interests and which would
make certain provisions of the Exchange Act with respect to
"going private" transactions no longer applicable to the
Partnership (see "The Offer -- Introduction -- Certain Effects
of the Offer").
(a) The General Partner intends to seek approval of additional
amendments to the Limited Partnership Agreement (see "The
Offer -- Introduction -- Post Offer Plans").
---------------
IMPORTANT
Any Limited Partner desiring to tender all or any portion of
his or her Interests should complete and sign the Letter of
Acceptance or a photocopy thereof in accordance with the
instructions in the Letter of Acceptance and mail or deliver it,
and any other required documents, to the Offerors.
---------------
No person has been authorized to make any recommendation on
behalf of the Partnership as to whether Limited Partners should
tender Interests pursuant to the Offer. No person has been
authorized to give any information or to make any representations
in connection with the Offer other than those contained herein or
in the Letter of Acceptance. If given or made, such
recommendation and such information and representations must not
be relied upon as having been authorized by the Offerors.
April 8, 2002
The Offer and withdrawal rights will expire at Midnight,
Central Time, on May 7, 2002, unless the Offer is extended.
A summary of the principal terms of the Offer entitled
"Summary Term Sheet" appears on the next few pages. However, you
should read this entire document carefully before deciding
whether to tender your Interests.
If you tender all or any portion of your Interests, you will
be subject to certain risks, including:
(a) The Purchase Price per Interest, while higher than any
previous transaction, may be less than the fair market value
and the ultimate liquidation value of the Interests.
(a) As a result of your tender you may have a taxable gain and
may have to pay Partnership taxes.
(a) If you tender all your Interests, you will no longer have
rights to any future distributions, including any
distribution of proceeds from the sale of properties.
(a) There is a conflict of interest between Limited Partners who
tender Interests in the Offer, Limited Partners who do not
tender, and the General Partner of the Partnership, which
creates a risk that the Purchase Price will be less than the
ultimate value of the Interests.
If you continue to hold all or any portion of your
Interests, you will be subject to certain risks, including:
(a) You may not in the future be able to obtain a higher price
for your Interests than is being offered hereby.
(a) Because there is no developed market for the Interests, you
may be prevented from being able to sell or receive fair
value for your investment.
(a) Because of provisions in the Partnership Agreement designed
to avoid certain tax consequences, there may be restrictions
on your ability to transfer your Interests.
(a) Mr. Keierleber may purchase a majority of the outstanding
Interests and be able to effectively control all matters
requiring a vote of Limited Partners, including amendments
to the Limited Partnership Agreement.
(a) The Partnership has no current plans to liquidate, but is
reserving all rights to consider plans to liquidate.
(a) If tenants occupying some of the Partnership's properties
experience financial difficulties or do not renew their
leases, it could harm the Partnership's financial
operations.
(a) The Partnership may acquire additional properties with risks
that are unknown at this time.
(a) There are significant general economic risks associated with
investments in real estate in general.
See "RISK FACTORS" at page 13 of this Offer.
Questions and requests for assistance or for additional
copies of this Offer, the Letter of Acceptance and any other
documents relating to this Offer may be directed to Mr. Michael
G. Sweet, Decade Companies Income Properties, 250 Patrick
Boulevard, Suite 140, Brookfield, Wisconsin 53045.
The date of this Offer is April 8, 2002.
SUMMARY TERM SHEET
(a) THE OFFERORS. The Partnership and Jeffrey L. Keierleber,
severally and not jointly, are making this Offer to all
Limited Partners. The Partnership will purchase the first
3,000 Interests tendered using existing cash reserves to pay
for such Interests. Thereafter, Mr. Keierleber will
purchase the next 4,700 Interests tendered with his own
funds.
(a) OFFER. The Offerors are offering to purchase up to 7,700
Interests (or approximately 58% of the currently outstanding
Interests) that are not owned by Mr. Keierleber or certain
of his affiliates. See "The Offer."
(a) OFFERING PRICE. The Offerors will purchase tendered
Interests in cash for $895.00 per Interest. See "The Offer
-- Introduction -- Determination of the Purchase."
(a) FACTORS IN DETERMINING THE PURCHASE PRICE. In determining
the Purchase Price per Interest, considered, among other
things, are the following:
(a) The per Interest price paid to Limited Partners in
previous repurchases over the last three years (between
$500-$600). See "The Offer -- Introduction --
Determination of the Purchase Price."
(a) The per Interest price paid to Limited Partners in
secondary market transactions of which the Offerors are
aware over the last three years at prices ranging from
$500 to $551 per Interest. See "The Offer --
Introduction -- Determination of the Purchase Price."
(a) The absence of a trading market for the Interests. See
"The Offer -- Introduction -- Determination of the
Purchase Price."
(a) Our estimates of the potential selling price of the
Partnership properties, adjusted for estimated selling,
liquidation and other expenses and discounts. See "The
Offer -- Offer on Properties."
(a) The third party offers received on the properties. See
"The Offer -- Introduction -- Determination of the
Purchase Price."
(a) An unaffiliated March 2002 offer of $550 per Interest
for a limited number of Interests.
(a) See "The Offer -- Introduction -- Determination of the
Purchase Price."
(a) CONDITIONS TO THE OFFER. The Offerors are offering to
purchase outstanding Interests from all Limited Partners.
The Offer is not conditioned on the tender of any minimum
number Interests. The Offerors will not, however, accept
your tender if, as a result of the tender, you would
continue to be a Limited Partner and would hold fewer than
three (3) Interests, or two (2) Interests in the case of an
IRA (which is the minimum requirement under the Partnership
Agreement). There are a number of conditions to the Offer,
including the absence of certain changes in the Partnership
and the absence of certain changes in the financial markets.
See "The Offer -- Certain Conditions of the Offer."
(a) PURPOSE OF THE OFFER. The purpose of the Offer is to
provide Limited Partners an opportunity to sell Interests at
a price higher than reported transactions in the last three
years. Depending on the number of Interests tendered, the
Partnership may also be able to reduce its annual operating
costs if it is able to terminate its reporting obligations
under the Securities Exchange Act of 1934. In addition, and
depending upon the number of tenders, Mr. Keierleber may be
able to acquire a majority of the Partnership Interests.
See "The Offer."
(a) RIGHT TO EXTEND THE EXPIRATION DATE. The Offer expires on
May 7, 2002, Midnight, Central Time, but may be extended by
the Offerors beyond the expiration date by providing you
with oral or written notice of the extension. See "The
Offer -- Extension of Tender Period; Termination;
Amendments."
(a) HOW TO TENDER YOUR INTERESTS. To tender your Interests,
complete and sign the accompanying Letter of Acceptance
included in these materials, and send it to Decade Companies
Income Properties, 250 Patrick Boulevard, Suite 140,
Brookfield, Wisconsin 53045, or transmit via facsimile to
Decade Companies Income Properties at 262-792-0808 by
Midnight, Central Time on May 7, 2002. See "Procedure for
Tendering Interests."
(a) WITHDRAWAL RIGHTS. You can withdraw your Interests at any
time prior to the expiration of our Offer, including any
extensions and within 7 days of your tender. Additionally,
if the Offer has not been paid as of June 7, 2002,
thereafter you may also withdraw your Interests from the
Offer. See "The Offer -- Withdrawal Rights."
(a) HOW TO WITHDRAW. To withdraw your Interests, you need to
send a notice of withdrawal to the Offerors. This notice
must be in writing and received by the Offerors at 250
Patrick Boulevard, Suite 140, Brookfield, Wisconsin 53045 or
via facsimile at 262-792-0808 on or before the expiration
date. If you file a notice of withdrawal it must specify
the name of the person withdrawing the tender and the amount
of Interests previously tendered that are being withdrawn.
See "The Offer -- Withdrawal Rights."
(a) PAYMENT FOR YOUR INTERESTS. If you tender your Interests
and the Offerors accept your tender, the Offerors will pay
the price of any of your Interests which they purchase by
sending you a check. The Offerors intend to deliver all
checks to the post office by first class postage-prepaid
within five business days after the expiration date. See
"The Offer -- Payment of Purchase Price."
(a) PRORATION TERMS. Upon the terms and subject to the
conditions of the Offer, the Offerors will accept for
purchase all Interests tendered by the expiration date,
provided that in the event more than 7,700 Interests are
tendered by the Expiration Date, the Offerors will prorate
purchases, unless the Offerors determine to increase the
number of Interests to be purchased in this Offer.
In the event of a proration, the Offerors will first accept
all of the tenders from Limited Partners who own fewer than
100 Interests and who tender all of their Interests by the
Expiration Date. If this amount is still in excess of 7,700
and the Offerors do not increase the number of Interests to
be purchased in this Offer, the Offerors will prorate
purchases based upon the ratio of the number of Interests
tendered by each Limited Partner who tendered all of its
Interests and who owns fewer than 100 Interests by the
expiration date to the total number tendered by all Limited
Partners who tender all of their Interests and who own fewer
than 100 Interests on the expiration date. In prorating
purchases, the Offerors intend to purchase an amount so that
a tendering Limited Partner, after proration, will hold
three or more Interests or two or more in the case of an
IRA, and no fractional Interests (as required by the
Partnership Agreement).
After this category of tendering Limited Partners has been
satisfied and if there are any funds to purchase any other
Interests tendered and a proration is necessary, the
Offerors will prorate purchases from Limited Partners who
tendered some, but not all, of their Interests or who own
100 Interests or more based upon the ratio of the number of
Interests tendered by each Limited Partner to the total
remaining number of Interests tendered, provided that the
Offerors may round the prorated amount such that a Limited
Partner after the Offer will hold at least three Interests,
or two in the case of an IRA, and will not hold any
fractional Interests.
See "The Offer -- Procedure for Tendering Interests."
(a) CERTAIN EFFECTS OF THE TENDER OFFER. As a result of the
Offer, Mr. Keierleber, affiliates of the General Partner,
and, to a lesser degree, Limited Partners who do not tender
their Interests, will have a greater share of the equity,
profit, and losses of the Partnership. Limited Partners
who tender their Interests will no longer share in future
earnings, distributions, or growth of the Partnership, if
any. Further, the Limited Partners who tender will no
longer share in the risks associated with achieving such
earnings or the potential to realize greater value for their
Interests. The General Partner and its affiliates may also
benefit by receiving certain fees and distributions pursuant
to the Partnership Agreement. Depending upon the number of
Interests acquired, Mr. Keierleber may own a majority of the
Interests and be able to control the votes for matters which
Limited Partners have voting rights. Additionally, if there
are fewer than 300 Limited Partners remaining after the
Offer, the Partnership may be eligible to terminate its
registration with the Securities and Exchange Commission.
See "The Offer Introduction--Interests of Certain Persons in
the Offer," "The Offer Introduction--Certain Effects of the
Offer" and "The Offer Introduction--Post Offer Plans."
(a) TAX CONSEQUENCES. Your sale of Interests in this Offer will
be a taxable transaction for federal income tax purposes.
The consequences to each Limited Partner may vary and you
should consult your tax advisor on the precise tax
consequences to you. See "The Offer -- Certain Federal
Income Tax Consequences."
(a) AVAILABILITY OF FUNDS. Both the Partnership and Mr.
Keierleber currently have funds available to purchase all of
the Interests sought in the Offer. See "The Offer -- Source
and Amount of Funds."
(a) PLANS TO PURCHASE REPLACEMENT PROPERTY. The Partnership may
use the proceeds held in an exchange escrow established upon
the Partnership's sale of the Meadows II Apartments to
purchase a qualified replacement property (or properties)
prior to July 30, 2002. If the Partnership purchases a
qualified replacement property (or properties) on or before
the expiration date, the Partnership will prepare and
disseminate supplemental materials describing the qualified
replacement property (or properties) and the terms of the
transaction. See "The Offer -- Introduction -- Post Offer
Plans."
(a) PLANS TO PROPOSE AMENDMENTS. Prior to completion of the
Offer, the General Partners may propose one or more
amendments to the Partnership Agreement. These amendments
would have the general effect of providing the Partnership
with a right of refusal upon the sale or transfer of any
Interests by a Limited Partner. See "The Offer --
Introduction -- Post Offer Plans."
(a) QUESTIONS. Questions and requests for assistance, or for
additional copies of this Offer and the Letter of Acceptance
may be directed to the Partnership at its offices at 250
Patrick Boulevard, Suite 140, Brookfield, Wisconsin 53045-
5864, telephone (262) 792-9200, facsimile (262) 792-0808,
Attention: Mr. Michael G. Sweet.
-----------------------
IMPORTANT
Any Limited Partner wishing to tender all or any portion of
their Interests should complete and sign the enclosed Letter of
Acceptance in accordance with the instructions in the Offer and
Letter of Acceptance and the substitute Form W-9 and any other
required documents and deliver such documents to the Partnership.
Limited Partners tendering all or any portion of their
Interests are subject to certain risks. See "RISK FACTORS"
beginning on page 13.
The Offer is not conditioned on the tender of any minimum
number of Interests; provided, however, the Offeror will not
accept your tender if, as a result of the tender, you would
continue to be a Limited Partner and would hold fewer than three
Interests, two Interests in the case of an IRA (as required by
the Partnership Agreement). The Offer contains certain
conditions described in "The Offer--Certain Conditions of the
Offer."
Neither of the Offerors are making any recommendation to you
regarding whether to tender or refrain from tendering your
interests. You must make your own decision regarding whether to
tender interests, and, if so, how many of your interests to
tender.
-----------------------------------
TABLE OF CONTENTS
PAGE
SUMMARY TERM SHEET . . . . . . . . . . . . . . . . . . . . . . .v
THE OFFER. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . .2
A. Background. . . . . . . . . . . . . . . . . . . .2
B. Management of the Partnership . . . . . . . . . .3
C. The Apartments. . . . . . . . . . . . . . . . . .4
D. Annual Rental Information . . . . . . . . . . . .5
E. Lease Expirations . . . . . . . . . . . . . . .5
F. Offer on Properties . . . . . . . . . . . . . . .6
G. General Information . . . . . . . . . . . . . . .7
H. Post Offer Plans. . . . . . . . . . . . . . . . .7
I. Determination of the Purchase Price . . . . . . 10
J. Interests of Certain Persons in the Offer . . . 11
K. Certain Effects of the Offer. . . . . . . . . . 12
2. RISK FACTORS.. . . . . . . . . . . . . . . . . . . 13
3. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.. . . . . . 15
4. FAIRNESS OF THE TRANSACTION; REPORTS, OPINIONS,
APPRAISALS AND CERTAIN NEGOTIATIONS; NO APPROVALS
REQUIRED; NO APPRAISAL RIGHTS. . . . . . . . . . . . . . . . . 18
5. NUMBER OF INTERESTS; EXPIRATION DATE; EXTENSION
OF THE OFFER . . . . . . . . . . . . . . . . . . . . 19
6. PROCEDURE FOR TENDERING INTERESTS.. . . . . . . . . 20
7. WITHDRAWAL RIGHTS . . . . . . . . . . . . . . . . . 24
8. PAYMENT OF PURCHASE PRICE.. . . . . . . . . . . . . 24
9. CERTAIN CONDITIONS OF THE OFFER . . . . . . . . . . 25
10. PRICE RANGE OF INTERESTS; DISTRIBUTIONS; TRADING
VOLUME . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11. CERTAIN INFORMATION CONCERNING THE OFFERORS . . . . 28
12. SOURCE AND AMOUNT OF FUNDS . . . . . . . . . . . . . 29
13. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS;
TRANSACTIONS AND AGREEMENTS CONCERNING THE INTERESTS.. . . . . 29
14. OWNERSHIP OF INTERESTS. . . . . . . . . . . . . . . 30
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS. 31
16. PERSONS RETAINED; FEES AND EXPENSES.. . . . . . . . 32
17. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . 32
Appendix A PRO FORMA INFORMATION . . . . . . . . . . . . . 33
Appendix B LIMITED PARTNERSHIP ACTIVITY. . . . . . . . . . 40
To the holders of Interests of
Decade Companies Income Properties - A Limited Partnership:
THE OFFER
Decade Companies Income Properties -- Limited Partnership, a
Wisconsin limited partnership (the "Partnership") and Jeffrey L.
Keierleber, severally and not jointly, (collectively, the
"Offerors") are offering to purchase up to 7,700 of the Limited
Partnership Interests ("Interests"), at $895.00 per Interest (the
"Purchase Price"), net to the seller in cash, on the terms and
subject to the conditions set forth herein and in the related
Letter of Acceptance (which together constitute the "Offer").
Jeffrey L. Keierleber, an individual, is currently a general
partner in the General Partner of the Partnership. Accordingly,
Mr. Keierleber is an affiliate of the Partnership. The address
of the principal executive offices of the Partnership is 250
Patrick Boulevard, Suite 140, Brookfield, Wisconsin 53045, and
its telephone number is (262) 792-9201. The Partnership will
purchase up to the first 3,000 Interests tendered and Mr.
Keierleber will purchase up to the next 4,700 Interests tendered.
The Offer is not conditioned on any minimum number of
Interests being tendered. The Offer is, however, subject to
certain other conditions. See "The Offer Certain Conditions of
the Offer." For accounting purposes, the Offer will be accounted
for by the Partnership as a repurchase of Interests and Mr.
Keierleber's purchases will not impact accounting by the
Partnership.
Tendering Limited Partners will not be obligated to pay
brokerage commissions, solicitation fees, transfer fees or
transfer taxes on the purchase of Interests by the Offerors.
However, any tendering Limited Partner who fails to complete and
sign the substitute Form W-9 that is included in the Letter of
Acceptance may be subject to a required federal income tax backup
withholding of 31% of the gross payments payable to such Limited
Partner pursuant to the Offer.
The Offerors make no recommendation to any Limited Partner
as to whether to tender any interests. Each Limited Partner must
make his or her own decision as to whether to tender Interests
and, if so, how many Interests to tender. The Offerors have been
advised that no executive officer of the General Partner or any
of its affiliates intends to tender Interests pursuant to the
Offer.
As of April 5, 2002, the Partnership had 13,261.51 Interests
issued and outstanding. As of April 5, 2002, there were
approximately 1,129 Limited Partners. The Interests are not
currently registered for trading on any exchange. If Mr.
Keierleber purchases 4,700 Interests under this Offer and the
Partnership acquires 3,000 Interests, Mr. Keierleber will own 77%
of the then outstanding Interests.
1. INTRODUCTION
A. Background
The Partnership is a limited partnership formed in 1985
under the Wisconsin Uniform Limited Partnership Act.
Jeffrey L. Keierleber, an affiliate of the Partnership, and
the Partnership, severally and no jointly, are making the Offer
to offer Limited Partners who require or desire liquidity the
opportunity to receive cash for their Interests. Each Limited
Partner has the opportunity to make an individual decision on
whether or not to tender Interests pursuant to the Offer. Among
other reasons, Mr. Keierleber is also making the Offer to acquire
control of a majority of the Partnership Interests. The
Partnership is making the Offer to provide Limited Partners an
opportunity to tender their Interests and immediately receive
cash. The Offerors believe that there are both Limited Partners
who desire to sell their Interests immediately for cash in order
to obtain liquidity, and Limited Partners who desire to retain
their Interests in order to benefit from any future appreciation
that may be realized from continued operation and eventual sale
of a qualified replacement property (or properties). This Offer
is now being conducted, for among other reasons, (i) to
accommodate the differing goals of both groups of Limited
Partners, (ii) as a result of the sale of the Meadows II, and
(iii) the Partnership is aware of a "mini tender" by an
unaffiliated third party to purchase Interests at $550 per
Interest and the Offerors want to offer Limited Partners an
alternative to that "mini tender."
Neither of the Offerors is making any recommendation to
Limited Partners as to whether to tender Interests.
All questions as to the number of Interests to be accepted
and the validity, form, eligibility (including the time or
receipt) and acceptance for payment of any tender of Interests
will be determined by the Offerors, in their sole discretion,
which determination will be final and binding on all parties.
The Offerors reserve the right to reject any and all tenders they
determine not to be in proper form or the acceptance of which, in
the opinion of their counsel, may be unlawful.
The Partnership currently is engaged solely in the business
of owning and operating residential apartments. In January 1989,
the Partnership acquired The Meadows II Apartments, a 316- unit
apartment complex located in Madison, Wisconsin, which was sold
in January 2002. In February 1990, the Partnership acquired
Town Place Apartments, a 240-unit apartment complex located in
Clearwater, Florida. In November 1993, the Partnership acquired
Pelican Sound Apartments, a 379-unit apartment complex located in
St. Petersburg, Florida. The two Apartment complexes currently
owned by the Partnership are collectively referred to as "the
Apartments" throughout this Offer.
B. Management of the Partnership
Directors and Executive Officers.
Neither the Partnership nor Decade Companies, a general
partnership and its General Partner, have a Board of Directors.
Rather, the Partnership is managed by Decade Companies, in its
capacity as General Partner of the Partnership. Mr. Keierleber
is the sole individual general partner of Decade Companies and is
the president of the corporate General Partner of Decade
Companies.
Mr. Jeffrey Keierleber (age 48), is a licensed real estate
broker and owns and manages real estate. He is the sole director
of the corporate General Partner of the Partnership and for
various other limited partnerships and serves as a co-General
Partner in the public limited partnerships sponsored by
affiliates of Decade Companies, and he is a General Partner of
the Partnership in all of the non-public limited partnerships
sponsored by affiliates of Decade Companies. Mr. Keierleber is a
shareholder, officer, and director of a number of privately held
and affiliated corporations, often with a focus in real estate or
related services.
Decade 80, Inc., a corporation wholly owned by Mr.
Keierleber ("Decade 80"), was admitted as a general partner of
the General Partner of the Partnership in December 1992. Mr.
Keierleber is the sole director and President of Decade 80 and
Mr. Michael G. Sweet is its Secretary. See "The Offer Certain
Information Concerning the Offerors" and "the Offer Ownership
of Interests" for additional information regarding the Offerors
and their affiliates.
Significant Employees of Affiliates Who Provide Services to
the Partnership
The names, ages and business experience of significant
employees of the General Partner and its affiliates are as
follows:
Mr. Steven Cooper (age 57), is a Certified
Property Manager and has served as
Vice-President of Decade Properties, Inc.
("DPI"). DPI is a provider of property
management services to the Partnership since
1986. Mr. Cooper also serves as the lead
Property Manager for all properties managed
by DPI and allocates a portion of his time to
the direct on site management of those
properties and staff.
Mr. Michael G. Sweet (age 52), is a Certified
Public Accountant and has served as the
Controller of Decade Companies and
Partnership Manager of the Decade-sponsored
Partnerships since 1982, and as an officer
and/or director of various affiliated
entities since 1988.
Family relationships.
There is no family relationship between any of the foregoing
individuals.
C. The Apartments
The following paragraphs provide information about the
Partnerships' remaining investments.
i. Pelican Sound Apartments
10200 Gandy Boulevard
St. Petersburg, Florida 33702
The apartments were built in 1988 and consist of
379 one and two bedroom air conditioned living
units with individual washers and dryers. The
units range in size from 505 square feet to 895
square feet. The complex consists of 13 two and
three-story wooden frame with brick veneer garden
apartment buildings plus a 1,961 square foot
clubhouse/leasing office on approximately 21.59
acres. The complex includes a swimming pool with
jacuzzi, two tennis courts, 569 parking spaces,
and an exercise room available for all residents.
The complex is located in the "Gateway" region of
St. Petersburg, on Gandy Boulevard approximately
one mile west of the Gandy Bridge. The location
provides easy access to both the Pinellas and
Hillsborough business districts and the location
is considered by the General Partner to be a
positive growth area for both commercial and
residential developments.
ii. Town Place Apartments
2545 N.E. Coachman Road
Clearwater, Florida 33575
The apartments were built in 1985 and consist of
240 one and two bedroom units. The units range in
size from 540 square feet to 1,036 square feet.
The complex consists of 24 buildings plus an
office on approximately 25.7 acres. The complex
includes a swimming pool with Jacuzzi, two tennis
courts, volleyball court, a 6.7 acre lake,
clubhouse, 365 parking spaces, and a laundromat
for all residents.
The property is located on the south side of N. E.
Coachman Road approximately one mile northwest
from the intersection of U.S. Highway 19 and Route
60. The surrounding neighborhood primarily
consists of well established, fully developed,
residential properties with supporting commercial
facilities lining the major thoroughfares. The
improvements in the neighborhood contain a mixture
of commercial and residential uses. The main
traffic arteries are typically lined with
commercial improvements, including offices,
service stations, convenience stores, restaurants,
service shops, auto sales/repair facilities,
banks, and other commercial uses. The balance of
the surrounding areas are primarily developed with
a mixture of single family and multiple family
development. Clearwater Beach, Florida is
approximately seven miles from the property.
D. Annual Rental Information
The average effective annual rental rate per rental unit is
as follows:
Number Year Ended December 31,
of Units 2001 2000
Pelican Sound 379 $7,482 $7,138
Town Place 240 $6,868 $6,755
E. Lease Expirations
All leases as of December 31, 2001 are short term and
scheduled to expire in 2002.
The approximate number of tenants whose leases will expire
in 2002 are as follows:
Pelican Sound 340 tenants
Town Place 199 tenants
The approximate total area in square feet covered by such
leases that will expire in 2002 are as follows:
Pelican Sound 233,000 square feet
Town Place 167,000 square feet
The approximate annual rental represented by such leases
that will expire in 2002 is as follows:
Pelican Sound $1,416,000
Town Place $ 810,000
The percentage of gross annual rental represented by such
leases that will expire in 2002 is 100% for each property.
F. Offer on Properties
In its ordinary course of operations, the Partnership has
received offers to purchase of its properties. The Partnership
has received numerous oral and written offers during 1999, 2000,
and 2001, all containing conditions, with prices as described
below:
Pelican Sound - 1999: The Partnership received and
rejected or countered three offers for Pelican Sound
Apartments (or expressions of interests to such
effect). The proposed prices ranged from a low of $16.5
million to a high of $18.0 million, with an average
price of $17.4 million.
Pelican Sound - 2000: The Partnership received and
rejected or countered two offers for Pelican Sound
Apartments (or expressions of interests to such effect)
$18.2 million and $20.0 million. These were not
considered to be firm offers and contained unknown
contingencies which were deemed to be unacceptable.
Pelican Sound - 2001: The Partnership did not receive
any offers.
The Meadows II - 1999: The Partnership did not receive
any offers.
The Meadows II - 2000: The Partnership did not receive
any offers.
The Meadows II - 2001: The Partnership received six
offers (or expressions of interest to such effect) for
The Meadows II Apartments. Five of the offers included
one or more other properties owned by affiliated
partnerships. The prorated amount of the offers for
Meadows II ranged from a low of $13.1 million to a high
of $14.5 million, with a prorated average price of
$14.0 million. The Partnership accepted a higher offer
for $15,956,436, approximately $1.5 million above the
next highest offer, and sold the property in January
2002. The proceeds of The Meadows II are being held
for potential investment.
Town Place - 1999: The Partnership received and
rejected or countered four offers for Town Place
Apartments (or expressions of interests to such
effect). The proposed offers ranged from a low of
$11.1 million to a high of $12.0 million, with an
average offer of $11.5 million, all containing
contingencies and without a certainty of closing.
Town Place - 2000: The Partnership did not receive any
offers.
Town Place - 2001: The Partnership did not receive any
offers.
The General Partner will continue to consider offers for
sale of the Partnership's remaining two properties, but there can
be no assurance that either will be sold during the current year
or at any particular time or price.
The Partnership does not believe it is dependent upon any
single tenant or small groups of tenants for its operating
success. The loss of any one, or a small group of tenants would
not have a material adverse effect on the financial condition of
the Partnership. The Partnership does not foresee any events or
market trends which would have a materially adverse effect upon
the Partnership's revenues, except for increased competition for
residents.
The real estate operation of the Partnership, including the
value of its real estate holdings, may be affected by many
factors over which the Partnership has limited or no control,
including changes in general and local economic conditions,
interest rate levels, availability and terms of financing,
changes in tax laws and fluctuations in operating costs. The
principal factors affecting rental rates and occupancy levels
include location, ease of access, amenities, and the quality of
property management services.
G. General Information
At the close of business on December 31, 2001, the
Partnership's 13,397.27 Interests were held by 1,141 Limited
Partners. The General Partner of the Partnership is Decade
Companies - A General Partnership (of which Jeffrey Keierleber
and Decade 80, Inc. are the general partners). The principal
offices of Decade Companies and the Partnership are located at
250 Patrick Blvd., Suite 140, Brookfield, Wisconsin 53045-5864,
Telephone (262) 792-9200.
H. Post Offer Plans
Following the consummation of the Offer, except as discussed
below, it is expected that the business and operations of the
Partnership will be continued by the Partnership substantially as
they are currently being conducted. Except as discussed below,
Mr. Keierleber, Decade Companies and Decade 80, nor any affiliate
thereof, has any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional
securities of the Partnership or the disposition of securities of
the Partnership; (b) an extraordinary transaction, such as a
merger, reorganization or liquidation, involving the Partnership;
(c) a sale or transfer of a material amount of assets of the
Partnership; (d) any change in the present management of the
Partnership; (e) any material change in the present distribution
policy or capitalization or indebtedness of the Partnership; or
(f) any other material change in the Partnership's structure or
business.
The General Partner has identified and is considering the
following options or some combination thereof:
Continually evaluate the real estate market, and
depending on the conditions of the market, consider the
sale one or more of the Partnership's properties.
Begin a partial liquidation of the Partnership, whereby
the net proceeds from the sale of The Meadows II now
held in the exchange escrow would be distributed pro
rata to all remaining Limited Partners, and then
continue to own and operate the Partnerships remaining
two properties.
Begin a complete liquidation of the Partnership,
whereby the net proceeds from the sale of The Meadows
II now held in the exchange escrow would be distributed
pro rata to all Limited Partners, and then the
Partnership would sell the remaining two properties,
distribute the net proceeds to the Partners, and wind-
up and terminate the Partnership.
Use the net proceeds from the sale of The Meadows II to
pay down the outstanding mortgage debt on the other two
properties to reduce the debt service burden, and thus
allow those properties to increase their cash flow.
Use the net sale proceeds held in an exchange escrow
established upon the Partnership's sale of The Meadows
II Apartments to purchase a qualified replacement
property (or properties). The sale of The Meadows II
Apartments was structured as a deferred exchange and
the net sales proceeds of approximately $6.66 million
were placed into an exchange escrow. The exchange
transaction must be completed within 180 days from the
closing date of the sale of The Meadows II Apartments
(i.e., by July 30, 2002).
Use the net proceeds from the sale of The Meadows II to
partially fund a repurchase offer by the Partnership to
purchase and retire Interests held by Limited Partners,
whereby some Limited Partners would receive cash for
their Interests and the other Limited Partners would
not receive cash but would increase their percentage
ownership in the Partnership.
The Partnership may take other actions to reduce the number
of Limited Partners to fewer than 300 in order to qualify to
terminate the registration of the Interests under the Exchange
Act. The termination of registration of the Interests under the
Exchange Act would likely reduce certain of the Partnership's
administrative costs, such as legal, accounting, printing,
mailing and investor communications expenses, and would reduce
the information required to be furnished by the Partnership to
the Securities and Exchange Commission and the Limited Partners.
The termination of registration will also make certain provisions
of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b), no longer applicable and suspend the
requirement to file reports pursuant to Section 15(d). If you
tender your Interests pursuant to this Offer, you will not
receive any further distributions from the Partnership, even if
the related transaction occurred before the Offer.
The Partnership is also considering seeking the Limited
Partners' approval to amend the Partnership Agreement to provide
the Partnership with a right of first refusal upon the sale or
transfer of any Interest by a Limited Partner. Under the right
of first refusal, the Partnership would have the right to
purchase and retire any Interests that Limited Partners wish to
sell, transfer or encumber. If the Partnership seeks such an
amendment, it will distribute a proxy statement describing the
proposed changes.
The Offerors' purchase of Interests pursuant to the Offer
will reduce the number of Limited Partners and the number of
Interests that might otherwise trade and, depending on the number
of Interests so purchased, could adversely affect the liquidity
and market value of the remaining Interests, although there is
currently no established trading market for the Interests.
Because a possible consequence of the Offer may be that the
Partnership would no longer be required to file reports under the
Exchange Act, the Offer is subject to the requirements of
Wisconsin Administrative Code Section SEC 6.05. Section SEC 6.05
permits such a transaction to occur if the following conditions
are met: (1) the terms of the transaction, including
compensation for the equity securities to be purchased, are fair
to all holders of the securities; (2) the issuer has delivered to
each holder of the securities and has filed with the Wisconsin
Division of Securities a complete and accurate description of the
transaction at least 20 days prior to any purchase or shareholder
vote authorizing the purchase; (3) non-affiliated security
holders are treated no less favorably in connection with the
transaction than any affiliates; and (4) the Wisconsin Department
of Financial Institutions, Division of Securities (the
"Division") does not find, within 15 days of the filing of the
description of the transaction, that the transaction constitutes
a device, scheme or artifice to defraud or tends to operate as a
fraud or deceit on the holders of the securities. Pursuant to
the requirements of Section SEC 6.05, the Offerors have filed the
Offer to Purchase with the Division on April 8, 2002.
In connection with this Offer, neither of the Offerors has
filed a Form TO-1 with the Division pursuant to Wisconsin
Statutes Chapter 552. The Partnership is expressly exempted from
certain filing requirements under that Chapter. However, on
April 8, 2002 the Offerors requested an exemption for Mr.
Keierleber's participation in the Offer without fulfilling the
filing requirements. Mr. Keierleber has requested an exemption
from Chapter 552 filings because the Partnership already is
exempt and Mr. Keierleber is an affiliated person. This Offer is
conditioned upon the Division of Securities informing the
Partnership that it will give an exemption or will not recommend
that an order disallowing the tender offer be completed. The
Wisconsin Division of Securities will not and has not passed upon
the merits of the Offer or made any finding concerning its
fairness.
The Offerors may, in their sole discretion, determine to
purchase any Interests through privately negotiated transactions,
open market purchases or otherwise, on such terms and at such
prices as the Offerors may determine from time to time, the terms
of which purchases or offers could differ from those of the
Offer. As of the date of the Offering, there are no current
plans.
I. Determination of the Purchase Price.
The Purchase Price represents the price at which the
Offerors are willing to purchase Interests and was established
after considering the factors described below. No Limited
Partner approval is required or sought. No special committee of
the Partnership or the Limited Partners has approved this Offer
and no such special committee or independent person has been
retained to act on behalf of the Partnership or the Limited
Partners in connection with this Offer.
In making its determination as to fairness, the General
Partner has considered the voluntary nature of the transaction,
the competing interests of different groups of Limited Partners,
some who may tender and some who may retain their Interests, and
the current state of the real estate market in St. Petersburg,
Florida and Clearwater, Florida and nationally. The General
Partner also considered that the Interests are not traded on any
registered securities exchange or on the NASDAQ over-the-counter
market, and, to the knowledge of the General Partner, there is no
market for such Interests, and none is expected to develop.
Thus, in the absence of the Offer, Limited Partners desiring
liquidity often must seek a buyer for their Interests in
negotiated transactions. Please see Appendix B for a list of
sale activity.
The General Partner also determined that the liquidation
value of the Partnership's property is uncertain at this time.
It is not possible to determine precisely what price a potential
purchaser would be willing to pay for either of the Partnership's
remaining properties. The Offerors did, additionally, consider
third party offers it received on the properties. The Offerors
also considered the per Interest price paid to Limited Partners
in prior repurchases by the Partnership or in secondary market
transactions over the last three years. See Appendix B for
information concerning Partnership repurchases since January 1,
1999.
In deriving the Purchase Price, the Offerors estimated the
value of the remaining two properties and then assumed
commissions, selling, liquidation and other expenses and
discounts as follows:
Cash Reserves $ 3,183,000
Plus: Proceeds from The Meadows II Sale$ 6,663,000
Assumed Selling Price of Town Place* $ 12,000,000-12,250,000
Assumed Selling Price of Pelican Sound* $ 19,000,000-19,250,000
Less: Outstanding Debt $ (18,797,000)
Less: Estimated Selling Costs,
Commissions, etc.* $ (2,593,000-2,632,000)
Less: Accounts Payable and
Accrued Expenses* $ ( 905,000)
Less: Estimated Liquidation and
Wind-Down Costs * $ (194,000)
Estimated Net Cash Proceeds* $ 18,357,000 - 18,818,000
Allocation to General Partner $ 1,547,000 - 1,551,000
Allocation to Limited Partners $ 16,810,000 - 17,267,000
Estimated Net Cash Proceeds $ 18,357,000 - 18,818,000
* Such values are estimated solely for the purposes of this
Offer.
As of the date of this Offer there are 13,261.51 Interests
outstanding (or approximately $1,268-1,302 per Interest if the
assumptions are correct). The Offer price is at discount from
this amount.
The Offerors are obtaining a valuation of Town Place and
Pelican Sound and hope to have received such valuation by April
27, 2002. If the valuation is materially different than the
assumed price, the Offerors may, but are not required to,
increase the Purchase Price. Because the Partnership does not
currently want to borrow funds for this Offer and because it has
only a fixed amount of cash reserves, an increase in price
offered per Interest may result in the Offerors decreasing the
number of Interests they will offer to purchase. Such valuation
will be made available for inspection and copying at the
principal offices of the Partnership during its regular business
hours by Limited Partners. Additionally, Limited Partners may
request a copy of the valuation in writing, addressed to the
Partnership at its offices.
Limited Partners are urged to review the financial
information included in this Offer and available in the
Partnership's filings, before making a decision to tender. For
additional information on the properties, please see the
Partnership's audited financial information incorporated by
reference. No financial statements on Mr. Keierleber have been
included because he has personal funds available to purchase the
Interests.
The Offerors did not assign a rank or weight to the factors
described above in determining the $895.00 price.
Mini Tender.
On March 11, 2002, an unaffiliated party made an unsolicited
offer to buy up to 200 Interests at $550 per Interest, less any
cash distribution after January 31, 2002 and transfer fees. We
believe that the third party made material omissions and included
misstatements of material fact in its offering materials of $550
per Interest.
In part occasioned by this "mini tender offer," and to
provide an alternative, the Offerors decided to offer a higher
price to Limited Partners who desire to sell their Interests.
J. Interests of Certain Persons in the Offer.
The General Partner's interest in the Partnership will not
increase as a result of the Offer. However, the General Partner
could benefit if, upon the eventual sale of the Partnership's
property, there were sufficient net cash proceeds to permit the
General Partner to share in distributions as set forth in the
Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"). The Partnership Agreement permits the
General Partner to receive 12% of the net sale proceeds as well
as other payments set forth in the Partnership Agreement,
provided the Limited Partners have received a certain return.
There can be no assurance, however, that there will be any such
amount available for distribution to the General Partner or that
the remaining Limited Partners will receive either their capital
contributions or any other payment.
Jeffrey L. Keierleber, an affiliate of the General Partner,
and one of the Offerors, beneficially owns 3,209.47 Interests and
has advised the General Partner that neither he nor any of his
affiliates intends to tender their Interests in the Offer. As a
consequence of this Offer, Mr. Keierleber will most likely
acquire a greater percentage ownership of the Partnership and be
subject to the risks and benefits associated with ownership of
the Interests and the business of the Partnership. Michael G.
Sweet, an officer of one of the general partners in the
Partnership's General Partner, owns 8.05 Interests and has
informed the Offerors that he does not intend to tender his
Interest in the Offer. Both persons will retain their
investments because they are willing to hold the Interests and
believe in the future value of the Interests. If the Offer is
fully subscribed, Mr. Keierleber will own approximately 77% of
the outstanding Interests upon completion of the Offer and
therefore will be able to control votes.
An affiliate of the General Partner will continue to manage
the Partnership's properties and receive property management fees
from the Partnership until the Apartments are sold. The General
Partner will continue to manage the Partnership and receive
partnership management fees, as provided in the Partnership
Agreement and disclosed in the note to audited financial
statements.
K. Certain Effects of the Offer.
In addition to the effects of the Offer on tendering and
nontendering Limited Partners and upon the General Partner, the
Offer will affect the Partnership and Limited Partners in several
other respects.
The Partnership will use some or all of its existing cash
reserves for the purchase of Interests and will not have such
cash reserves available for future needs and contingencies. The
use of cash reserves will reduce or eliminate the Partnership's
present interest income earned on such cash reserves.
If there are fewer than 300 Limited Partners remaining after
completion of this Offer, the Partnership intends to apply to
terminate the registration of the Interests under the Securities
Exchange Act of 1934 (the "Exchange Act"). The termination of
registration of the Interests under the Exchange Act would likely
reduce certain of the Partnership's administrative costs, such as
legal, accounting, printing, mailing and investor communications
expenses, and would reduce the information required to be
furnished by the Partnership to the Securities and Exchange
Commission and the Limited Partners. The termination of
registration will also make certain provisions of the Exchange
Act, such as the short-swing profit recovery provisions of
Section 16(b), no longer applicable and suspend the requirement
to file reports pursuant to Section 15(d).
Continued holding of the Interests will subject the Limited
Partners to the risks generally incident to the ownership of real
property, including: (a) the uncertainty of sufficient revenue
to meet fixed obligations, if any; (b) adverse changes in
national economic conditions; (c) changes in the popularity of
real estate as an investment; (d) adverse local market conditions
due to changes in general or local economic conditions or
neighborhood values; (e) changes in interest rates and the
availability and terms of mortgage funds in general; (f) the
financial condition of tenants and sellers of property; (g)
changes in real estate tax rates or other operating expenses; (h)
energy shortages or price changes; or (i) governmental actions
such as rent or other economic controls, acts of God, and other
factors that are beyond the control of the General Partner.
Although the Partnership intends to maintain insurance with the
types and amounts of coverage that are customarily maintained by
prudent owners of similar properties, uninsured losses could
nevertheless occur. In addition, certain expenditures associated
with real estate equity investments (principally, real estate
taxes and maintenance costs) are not necessarily decreased by
events adversely affecting the Partnership's income from such
investments. Thus, the cash required to operate a property may
exceed the rental income earned thereon, and the Partnership may
have to borrow funds in order to protect its investment or may be
required to dispose of the property at a loss. The Partnership's
ability to meet its obligations and thereafter to make
distributions to the Limited Partners will depend on these
factors and, for these and other reasons, no assurance of
profitable operations can be made. In addition, there can be no
assurance that the value of the Partnership's real estate
holdings will appreciate in the future.
2. RISK FACTORS.
If you tender all or any portion of your Interests you are
subject to risks, including the following:
The Purchase Price may be less than the fair market value
and the ultimate liquidation value of the Interests. The
Interests are not traded on a recognized stock exchange or
trading market. There is no active, liquid market for the
Interests and it is unlikely that this type of market will
develop in the near future.
We are aware of the following transactions in or offers for
Interests:
The per Interest price paid to Limited Partners in previous
repurchases over the last three years (between $500-$600).
See "The Offer -- Introduction -- Determination of the Offer
Price."
The per Interest price paid to Limited Partners in secondary
market transactions of which the Offerors are aware over the
last three years at prices ranging from $500 to $551 per
Interest. See "The Offer -- Introduction -- Determination
of the Purchase Price."
The absence of a trading market for the Interests. See "The
Offer -- Introduction -- Determination of the Purchase
Price."
An unaffiliated March 2002 offer of $550 per Interest for a
limited number of Interests.
See Appendix B for details on transactions.
As of December 31, 2001, the book value of one Interest was
approximately negative ($270).
Unless held by a tax exempt taxpayer, you will probably have
tax consequences from the sale of your Interests. If you sell
Interests in this Offer you generally will recognize a gain or
loss on the sale of your Interests for federal and most state
income tax purposes. The amount of gain or loss realized will
be, in general, the excess of the amount you realize from selling
your Interests minus your adjusted tax basis in the Interests you
sell. The amount that you realize from the sale of your
Interests is generally the sum of the Purchase Price plus your
share of Partnership liabilities. When you sell Interests which
you have held for more than 12 months, the sale will typically
result in long-term capital gain or loss. Due to the complexity
of tax issues, you are advised to consult your tax advisors with
respect to your individual tax situation before tendering your
Interests. See "The Offer -- Certain Federal Income Tax
Consequences."
If You Do Not Tender All or Any Portion of Your Interests, You
Are Subject to Certain Risks Including the Following:
There is no developed market for the Interests, which may
prevent you from being able to liquidate your investment or
receive fair value. Although the Interests are transferable,
subject to certain limitations set forth in the Partnership
Agreement, we do not anticipate that any public market will
develop.
There are Restrictions on your ability to transfer
Interests. There are limits to avoid certain tax consequences.
Also, under the Partnership Agreement, Limited Partners may
transfer or assign Interests to persons who may then become
"substitute limited partners." The General Partner can decide to
allow or disallow these transfers in its sole discretion.
Accordingly, if you do not tender your Interests, there is no
guarantee that you will be able to become a substitute Limited
Partner.
Depending upon the Partnership cash reserves, cash
distributions may be suspended or may be permanently eliminated.
As of April 5, 2002, Jeffrey Keierleber, an affiliate of the
General Partner, beneficially owned 3,209.47 of the Partnership's
outstanding Interests. If he purchases 4,700 Interests and the
Partnership purchases 3,000 Interests, he will own 7,909.47
Interests out of 10,261.51 Interests (or 77% of the Interests)
and would be able to control the outcome of any matter requiring
a vote of the Limited Partners.
The Offer is not conditioned on the tender of a minimum
number of Interests. If, however, Limited Partners tender a
total of at least 4,922 Interests pursuant to the Offer, after
the Offer, Mr. Keierleber will own a majority of the
Partnership's outstanding Interests. He would then have the
power to approve certain actions, without the consent of any
other Limited Partners. Under Wisconsin's Limited Partnership
law, such actions include:
removal of the General Partner;
certain amendments to the Partnership Agreement;
termination of the Partnership; and
sales of all or substantially all of the Partnership's
assets.
The Partnership has not determined whether to liquidate, but
reserves its rights to do so. Under the Partnership Agreement,
the Partnership is to terminate on December 31, 2005, unless
terminated sooner as allowed under the Partnership Agreement or
extended by majority vote of the Limited Partners. The
Partnership is considering whether or not to sell its two
remaining properties and to distribute the proceeds to its
Limited Partners, but will make such determination after a
decision is made on whether or not to reinvest the net sale
proceeds from the Meadows II into another property. The
Partnership intends to continue its present policy of making cash
distributions to the Limited Partners each quarter.
There are significant general economic risks associated with
investments in real estate. All real property investments are
subject to some degree of risk. Generally, equity investments in
real estate are illiquid and, therefore, the Partnership's
ability promptly to vary its portfolio in response to changing
economic, financial and investment conditions is limited. Real
estate investments are also subject to changes in economic
conditions as well as other factors affecting real estate values,
including:
possible federal, state or local regulations and controls
affecting rents, prices of goods, fuel and energy
consumption and prices, water and environmental
restrictions;
increased labor and material costs; and
the attractiveness of the property to tenants in the
neighborhood.
For a detailed discussion of the risks associated with
investments in real estate, refer to the "Risk Factors" set forth
in the Partnership's Prospectus dated January 31, 1986 and June
3, 1987.
3. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The sale of Interests by a Limited Partner pursuant to the
Offer will be treated for federal income tax purposes as a
taxable sale of such tendered Interests. However, the specific
federal income tax consequences to a Limited Partner resulting
from a sale of Interests will depend on a number of factors
related to such Limited Partner's individual tax situation,
including such Limited Partner's adjusted basis in his or her
Interests, whether such Limited Partner is subject to the
limitation on utilization of "passive activity losses," whether
such Limited Partner has suspended "passive activity losses"
attributable to his or her ownership of Interests, whether such
Limited Partner disposes of all of his or her Interests pursuant
to the Offer (which would generally allow such Limited Partner to
utilize in the year of sale any suspended "passive activity
losses" attributable to his or her ownership of Interests) and
whether such Limited Partner would be able to utilize currently
any capital losses resulting from the sale of such Interests
pursuant to the Offer. The Partnership expects that a Limited
Partner who acquired his or her Interests in the initial offering
of the Interests and who sells Interests pursuant to the Offer
will generally recognize a capital gain attributable to the sale
of his or her Interests except to the extent otherwise provided
by Section 751 of the Code. Although the Partnership was unable
to claim syndication expenses as a deductible expense for federal
income tax purposes, each Limited Partner who acquired his or her
Interests in the initial offering continues to have his or her
share of such expenses reflected in the adjusted basis of his or
her Interests. The federal income tax impact could be
significantly different, however, for a Limited Partner who
acquired his or her Interests after the initial offering. To the
extent that a Limited Partner who is subject to the "passive
activity loss" restrictions has not previously utilized such
losses to offset passive activity income from other sources (and
sells all of his or her Interests), such suspended losses will
generally become available to such Limited Partner in the year of
sale. Any capital loss recognized by a Limited Partner from the
sale of Interests may be applied to offset capital gains from
other sources. In addition, capital losses in excess of capital
gains may be used to offset up to $3,000 of ordinary income in
any taxable year ($1,500 for a married individual filing a
separate return). Any capital losses that are not used currently
may be carried forward and used in subsequent years (subject to
the same limitations).
The foregoing tax discussion is intended for general
informational purposes only and addresses a Limited Partner which
holds the Interests as a capital asset. The tax consequences of
a sale pursuant to the Offer may vary depending upon, among other
things, the particular tax circumstances of the tendering Limited
Partner. No information is provided herein as to the state,
local or foreign tax consequences of a sale of interests pursuant
to the Offer. Each Limited Partner is urged to consult his or
her own tax adviser to determine the particular federal, state,
local and foreign tax consequences of a sale of interests
pursuant to the Offer.
TERMINATION OF THE PARTNERSHIP
In general, the Internal Revenue Code provides that if 50%
or more of the total capital and profits interests in a
partnership are sold or exchanged within a single 12-month
period, the partnership will terminate for tax purposes. This
rule would apply to purchases by one of the General Partners, but
would not apply to redemptions of Interests by the Partnership.
Thus, if Interests representing 50% or more of the total capital
and profits interests in the Partnership are purchased by the
General Partners, or affiliates, or third parties within a 12-
month period (excluding successive transfers of the same
Interests), the Partnership would terminate for federal income
tax purposes. The General Partner does not intend to purchase
Interests pursuant to the Offer representing 50% or more of the
total capital and profits interests in the Partnership so as to
cause a termination of the Partnership. In addition, the General
Partner does not intend to allow the purchase of Interests that,
when combined with the Offer, would be a transfer of 50% or more
of the total capital and profits interest in the Partnership. As
a result, the General Partner will deny any transfer during the
term of this Offer, but intends to seek approval of an amendment
to the Partnership Agreement to provide the Partnership with a
right of first refusal to retire Interests and accommodate any
Limited Partner wanting to sell its Interests. However, there
can be no assurance that a termination will not occur as a result
of the Offer. Whether a termination will occur depends, in part,
upon the ratio of whole Interests purchased to the number of
Fractional Interests purchased. Until the Offer is complete,
this determination cannot be made. Moreover, pursuant to the
Offer, the Partnership will redeem up to the equivalent of 3,000
Interests. One of the General Partners will then purchase up to
the equivalent of 4,700 additional Interests. If more than the
equivalent of 7,700 Interests are tendered pursuant to the Offer,
the Partnership, in its sole discretion, may increase the number
of Interests to be purchased in this Offer to permit the
redemption of all of the remaining Interests tendered. If both
redemptions by the Partnership are combined for purposes of
determining whether a termination has occurred, the purchases by
Mr. Jeffrey Keierleber may cause a termination of the
Partnership, unless the number of Interests purchased by Mr.
Keierleber are reduced. Applicable law, however, provides no
guidance concerning whether the redemptions by the Partnership
will be combined. Accordingly, it is uncertain whether a
termination would result.
If a termination occurs, the Partnership is deemed to
contribute all of its assets and liabilities to a new partnership
in exchange for an interest in the new partnership, and,
immediately thereafter, the terminated partnership is deemed to
distribute Interests in the new partnership to the remaining
partners in proportion to their respective Interests in the
terminated partnership in liquidation of the terminated
partnership. In general, the following adverse tax consequences
may result:
(A) The Partnership's taxable year will end upon a
termination and, if a Limited Partner's taxable year
differs from the Partnership's calendar taxable year,
the termination could result in the inclusion of more
than one year of Partnership income or loss in the
Limited Partner's income tax return for the taxable
year in which the Partnership terminates.
(B) The treatment of Partnership liabilities is uncertain.
The applicable Regulations provide no guidance as to
the effect of the constructive contribution to the new
partnership of the liabilities of the terminated
partnership. The Code generally provides that the
reduction of liabilities of a partnership is treated as
a distribution of money to the partners in proportion
as they share in those liabilities, resulting in a
reduction in the adjusted basis of their partnership
Interests, and in the realization of gain if the deemed
distribution exceeds the adjusted basis in their
partnership Interests. However, the reduction in the
partners' shares of liabilities of the terminated
partnership should be offset by their shares of the
liabilities of the new partnership by reason of the
distribution of the Interests in the new partnership.
Unfortunately, applicable law does not specifically
provide for this treatment. Accordingly, there can be
no assurances that gain would not be realized if the
deemed distribution of money exceeded a Limited
Partner's adjusted basis in his Interests.
The Partnership does not anticipate allowing the year to
terminate and may delay any transfers to avoid this problem.
4. FAIRNESS OF THE TRANSACTION; REPORTS, OPINIONS, APPRAISALS
AND CERTAIN NEGOTIATIONS; NO APPROVALS REQUIRED; NO APPRAISAL
RIGHTS
The Offerors reasonably believe that the terms of the Offer
are fair to unaffiliated Limited Partners, principally because
it provides an opportunity for Limited Partners to receive cash
for their Interests on a voluntary basis at a price that exceeds
the reported third party trading prices of the Interests since
January 1, 1999. The General Partner has approved the
Partnership's participation in the Offer. See "The Offer --
Introduction -- Certain Effects of the Offer." The Purchase
Price was determined by the Offerors to represent an attractive
price. In determining this price, the Offerors considered the
following factors:
(a) there is no liquid market for the Interests;
(b) that the Partnership is currently making distributions
and hopes to continue;
(c) the Offerors' personal expectations that the value
of the Partnership's property will increase in the
future;
(d) the assumed price of selling the remaining two
properties and one apartment, based upon a recent sale
of a property by the Partnership, adjusted for selling,
liquidation and other related costs;
(e) the offers received on the Apartments; and
(f) an unaffiliated offer of $550 per Interest for up to
200 Interests.
The per Interest price paid to Limited Partners in previous
repurchases over the last three years (between $500-$600).
See "The Offer -- Introduction -- Determination of the
Purchase Price."
The per Interest price paid to Limited Partners in secondary
market transactions of which the Offerors are aware over the
last three years at prices ranging from $500 to $551 per
Interest. See "The Offer -- Introduction -- Determination
of the Purchase Price."
X An unaffiliated March 2002 offer of $550 per Interest for a
limited number of Interests.
See "The Offer--Introduction--Determination of the Purchase
Price".
Furthermore, the Offerors believe that the Offer is fair in the
sense that the decision of whether to accept the Offer is
voluntary on the part of each Limited Partner. See "The
Offer Introduction Determination of the Purchase Price."
Although the Offerors have not, as of the date of this
Offer, obtained an opinion regarding the fairness of the Offer
and Purchase Price to Limited Partners, the Offerors reserve
their right to do so in the future. If the Offerors do obtain an
opinion regarding the fairness of the Offer and the Purchase
Price to Limited Partners, the Offerors will supplement this
Offer and provide Limited Partners with information regarding the
opinion. Additionally, the Offerors did not obtain any
appraisals or valuations in connection with the determination of
the Purchase Price, but will seek a valuation to support their
estimates.
The Offerors are not aware of any license or regulatory
permit that appears to be material to the Partnership's business
that might be adversely affected by their acquisition of
Interests as contemplated in the Offer or of any approval or
other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would
be required for the Offerors' acquisition or ownership of
Interests pursuant to the Offer. Except for the Wisconsin filing
and exemption request which is pending, should any such approval
or other action be required, the Offerors currently contemplate
that they would seek such approval or other action.
There is no vote of Limited Partners required in connection
with the Offer and there are no appraisal rights available to
Limited Partners in connection with the Offer. The General
Partner of the Partnership has informed the Offerors that the
Partnership has not retained, and does not intend to retain, an
unaffiliated representative to act solely on behalf of
unaffiliated Limited Partners.
Certain historical financial information regarding the
Partnership and certain information regarding its property is
incorporated herein by reference to the Partnership's Form 10-KSB
for the year ended December 31, 2001. See "The Offer --
Miscellaneous" for information on how to obtain a copy of the
Form 10-KSB. Our pro forma financial information is included in
Appendix A to this Offer.
5. NUMBER OF INTERESTS; EXPIRATION DATE; EXTENSION OF THE
OFFER
On the terms and subject to the conditions described herein
and in the Letter of Acceptance, the Offerors will purchase up to
7,700 Interests that are validly tendered on or prior to the
Expiration Date (and not properly withdrawn in accordance with
Section 7 Withdrawal Rights) at the Purchase Price. The later
of Midnight, Central time, on May 7, 2002, or the latest time and
date to which the Offer is extended, is referred to herein as the
"Expiration Date." The Offer is not conditioned on any minimum
number of Interests being tendered.
If (i) the Offerors increase or decrease the price to be
paid for Interests or decreases the number of Interests being
sought and (ii) the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth
business day from, and including, the date that notice of such
increase or decrease is first published, sent or given in the
manner described in "The Offer-- Extensions of Tender Period;
Termination; Amendments," the Offer will be extended until the
expiration of ten business days from the date of publication of
such notice.
The Offerors also expressly reserve the right, in their sole
discretion, at any time or from time to time, to extend the
period of time during which the Offer is open by giving oral or
written notice of such extension to the Partnership and Limited
Partners and making a public announcement thereof. See "The
Offer -- Extension of Tender Period; Termination; Amendments."
There can be no assurance, however, that the Offerors will
exercise their right to extend the Offer.
For purposes of the Offer, a "business day" means any day
other than a Saturday, Sunday or federal holiday and consists of
the time period from 12:01 a.m. through 12:00 midnight, Central
time.
Copies of this Offer and the Letter of Acceptance are being
mailed to Limited Partners by the Offerors.
6. PROCEDURE FOR TENDERING INTERESTS.
PROPER TENDER OF INTERESTS. To tender Interests validly
pursuant to the Offer, a properly completed and duly executed
Letter of Acceptance or photocopy thereof, together with any
required signature guarantees and any other documents required by
the Letter of Acceptance, must be received by the Partnership at
the address set forth in the Letter of Acceptance.
Federal backup withholding. To prevent back-up federal
income tax withholding equal to 31% of the gross payments made
pursuant to the Offer, each tendering Limited Partner must
notify the Offeror of such Limited Partner's correct taxpayer
identification number and provide certain other information by
properly completing the substitute form W-9 included in the
letter of Acceptance. Foreign limited partners may be required
to submit a properly completed form W-8, certifying non-United
States status, in order to avoid backup withholding. In
addition, foreign stockholders may be subject to 30% (or lower
treaty rate) withholding on gross payments received pursuant to
the Offer. For a discussion of certain federal income tax
consequences to tendering Limited Partners, see "The
Offer Certain Federal Income Tax Considerations. Each Limited
Partner is urged to consult with his or her own tax adviser.
DETERMINATIONS OF VALIDITY. All questions as to the
Purchase Price, the form of documents and the validity,
eligibility (including time of receipt) and acceptance for
payment of any tender of Interests will be determined by the
Offerors, in their sole discretion, and such determination shall
be final and binding. The Offerors reserve the absolute right to
reject any or all tenders of Interests that it determines are not
in proper form or the acceptance for payment of or payment for
Interests that may, in the opinion of the Offerors' counsel, be
unlawful. The Offerors also reserve the absolute right to waive
any defect or irregularity in any tender of Interests. Neither
the Offerors nor any other person will be under any duty to give
notice of any defect or irregularity in tenders, nor shall any of
them incur any liability for failure to give any such notice.
RULE 14E-4. It is a violation of Rule 14e-4 promulgated
under the Exchange Act for a person to tender Interests for his
or her own account unless the person so tendering (i) has a net
long position equal to or greater than the amount of Interests
tendered and (ii) will cause such Interests to be delivered in
accordance with the terms of the Offer. The tender of Interests
pursuant to the procedures described above will constitute the
tendering Limited Partner's representation and warranty that (i)
such Limited Partner has a net long position in the Interests
being tendered within the meaning of Rule 14e-4 promulgated under
the Exchange Act, and (ii) the tender of such Interests complies
with Rule 14e-4. The Offerors' acceptance for payment of
Interests tendered pursuant to the Offer will constitute a
binding agreement between the tendering Limited Partner and the
Offerors on the terms and subject to the conditions of the Offer.
PRORATION. This Offer is for 7,700 Interests and upon the
terms and subject to the conditions of the Offer, the Partnership
will accept for payment (and thereby purchase) up to all
Interests. The proration period also expires on the Expiration
Date.
In the event that more than 7,700 Interests are tendered by
the Expiration Date (or such greater amount as allowed), the
Offerors will prorate purchases from the Limited Partners (unless
the Offerors determine to increase the number of Interests sought
in this Offer) as follows:
1. The Offerors will first accept all of the tenders from
Limited Partners who own fewer than 100 Interests and who tender
all of their Interests by the Expiration Date. If this amount is
in excess of 7,700, the Partnership and Mr. Keierleber will
prorate purchases based upon the ratio of (a) the number of
Interests tendered by each Limited Partner who own fewer than 100
Interests and tendered all of their Interests to (b) the total
number of Interests tendered by all Limited Partners who own
fewer than 100 Interests and tender all of their Interests. The
General Partner will prorate such that every Limited Partner who
has prorated Interests will not hold Fractional Interests and
will not hold fewer than three (3) Interests, two (2) in the case
of an IRA.
2. If the above category of tendering Limited Partners has
been fully 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
Interests or more and (ii) Limited Partners who own fewer 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 in this second category, provided that the
Partnership 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 (3) Interests, two (2) in
the case of an IRA. 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 (3) Interests, two (2) in the
case of an IRA. See "The Offer--Procedure for Tendering
Interests."
If the Offerors increase the price to be paid for Interests,
or the Offerors increase the number of Interests being bought and
any such increase in the number of Interests being bought exceeds
2% of the outstanding Interests, or the Offerors decrease the
number of Interests being bought, and the Offer is scheduled to
expire fewer than ten business days from and including the date
that notice of such increase or decrease is first published, sent
or given to Limited Partners, then the Offer will be extended for
ten business days from and including the date of such notice.
For purposes of the Offer, a "business day" means any day other
than a Saturday, Sunday or federal holiday and consists of the
time period from 12:01 A.M. through Midnight, Central time. If
the Offerors obtain financing, it will prepare and disseminate
supplemental material and, if necessary, may extend the
Expiration Date.
PROCEDURES FOR TENDERING INTERESTS. In order for a
tendering Limited Partner to participate in this Offer, Interests
must be validly tendered on or prior to the Expiration Date, and
not withdrawn. A valid tender requires that a properly completed
and duly executed Letter of Acceptance and duly executed
signature pages for any other documents required by the Letter of
Acceptance be actually received by the Offerors on or prior to
the Expiration Date. A Limited Partner may tender all or any
portion of its Interests, including Fractional Interests,
provided the Limited Partner must tender any Fractional Interests
and may not hold fewer than three (3) Interests, two (2) in the
case of an IRA, after the tender. All Interests of the
Partnership have been issued in book entry form, which means that
there are no certificates for the Interests. The Offerors expect
to forward cash to the Limited Partners who tender Interests
within 5 days of the Expiration Date. It is a violation of
Section 10(b) of the Exchange Act and Rule 10b-4 promulgated
thereunder, for a person to tender Interests for such person's
own account unless the person so tendering owns such Interests.
Section 10(b) and Rule 10b-4 provide a similar restriction
applicable to the tender or guarantee of a tender on behalf of
another person. The acceptance of Interests by the Offerors for
payment will constitute a binding agreement between the tendering
Limited Partner and the Offerors upon the terms and subject to
the conditions of the Offer, including the tendering Limited
Partner's representation that (1) such Limited Partner owns the
Interests being tendered within the meaning of Rule 10b-4
promulgated under the Exchange Act and (2) the tender of such
Interests complies with Rule 10b-4.
The Letter of Acceptance must be signed by the registered
holder of the Interests, exactly as the name appears on the
register of the Partnership, and payment will be made directly to
that holder at the address indicated on the register.
The method of delivery of the letter of acceptance and all
other required documents is solely at the option and risk of the
tendering limited partner, and delivery will be deemed made only
when actually received by the Offerors. Overnight courier
service or registered mail is recommended.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature
guarantee is required on the Letter of Acceptance if the Letter
of Acceptance is signed by the registered holder of the Interests
tendered therewith and payment is to be made directly to such
registered holder, or if Interests are tendered for the account
of a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. or
a commercial bank or trust company having an office, branch or
agency in the United States (each such entity being hereinafter
referred to as an "Eligible Institution"). In all other cases,
all signatures on the Letter of Acceptance must be guaranteed by
an appropriate institution. See Instruction to the Letter of
Acceptance.
If payment is requested to be made to a person or persons
other than those in whose name or address the Interests stand on
the Partnership's books, the signature of the Interest owner or
owners on the Letter of Acceptance must be guaranteed by a
federal or state chartered bank or savings and loan institution
or by a broker-dealer that is a member of the New York Stock
Exchange.
To prevent back-up federal income tax withholding equal to
31% of the gross payments made pursuant to the Offer, each
Limited Partner who does not otherwise establish an exemption
from such withholding must notify the Offerors of such Limited
Partner's correct taxpayer identification number (or certify that
such taxpayer is awaiting a taxpayer identification number) and
provide certain other information by completing the Substitute
Form W-9 included in the Letter of Acceptance. Certain Limited
Partners, including corporations, are not subject to the
withholding and reporting requirements. Foreign Limited Partners
who are subject to the different requests.
All questions as to the number of Interests to be accepted
and the validity, form, eligibility (including the time of
receipt) and acceptance for payment of any tender of Interests
will be determined by the Offerors, in its sole discretion, which
determination shall be final and binding on all parties. The
Offerors reserve the absolute right to reject any and all tenders
it determines not to be in proper form or the acceptance of
payment for which may, in the opinion of the Partnership's
counsel, be unlawful. The Offerors also reserve the absolute
right to waive any of the conditions of the Offer and any defect
or irregularity in the tender of any particular Interest. No
tender of Interests will be deemed to be properly made until all
defects and irregularities have been cured or waived. The
Offerors are not and will not be obligated to give notice of any
defects or irregularities in tenders, and will not incur any
liability for failure to give such notice.
7. WITHDRAWAL RIGHTS
Tenders of Interests made pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date. Additionally,
tenders may be withdrawn at any time within 7 days of your tender
pursuant to the requirements of Wisconsin law. Thereafter, such
tenders are irrevocable, except that they may be withdrawn after
June 7, 2002, unless theretofore accepted for payment as provided
in this Offer. If the Offerors extend the period of time during
which the Offer is open, is delayed in accepting for payment or
paying for Interests or is unable to accept for payment or pay
for Interests pursuant to the Offer for any reason, then, without
prejudice to the Offerors' rights under the Offer, the Offerors
may retain all Interests tendered, and such Interests may not be
withdrawn except as otherwise provided in this Section 7, subject
to Rule 14e-1(c) under the Exchange Act, which provides that the
person making the tender offer shall either pay the consideration
offered, or return the tendered securities promptly after the
termination or withdrawal of the tender offer.
To be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Offerors at their
address set forth in the Letter of Acceptance and must specify
the name of the person who tendered the Interests to be withdrawn
and the number of Interests to be withdrawn. Withdrawals may not
be rescinded, and Interests withdrawn will thereafter be deemed
not validly tendered for purposes of the Offer. However,
withdrawn Interests may be retendered by again following the
procedures described in "The Offer -- Procedures for Tendering
Interests" at any time prior to the Expiration Date.
All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by the
Offerors, in their sole discretion, which determination shall be
final and binding. Neither of the Offerors nor any other person
will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability
for failure to give any such notification.
8. PAYMENT OF PURCHASE PRICE.
On the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any extension or amendment), the Offerors will
accept for payment, and will pay for, Interests validly tendered
and not withdrawn in accordance with the Offer, as promptly as
practicable following the Expiration Date. In all cases, payment
for Interests purchased pursuant to the Offer will be made only
after timely receipt by the Offerors of a properly completed and
duly executed Letter of Acceptance and any other documents
required by the Letter of Acceptance.
For purposes of the Offer, Mr. Keierleber shall be deemed to
have accepted for payment (and thereby purchased) tendered
Interests when, as and if the Offerors give oral or written
notice to the Partnership of Mr. Keierleber's acceptance for
payment of such Interests by Mr. Keierleber pursuant to the
Offer. On the terms and subject to the conditions of the Offer,
payment for Interests purchased pursuant to the Offer will in all
cases be made by his deposit of the $895 Purchase Price with the
Partnership, which will act as agent for the tendering Limited
Partners for the purpose of receiving payment from the Offerors
and transmitting payment to tendering Limited Partners. Under no
circumstances will interest be paid on the Purchase Price by
reason of any delay in making such payment.
If any tendered Interests are not accepted for payment
pursuant to the terms and conditions of the Offer, the Letter of
Acceptance with respect to such Interests not purchased will be
destroyed by the Offerors. If, for any reason whatsoever,
acceptance for payment of, or payment for, any Interests tendered
pursuant to the Offer is delayed or the Offerors are unable to
accept for payment, purchase or pay for Interests tendered
pursuant to the Offer, then, without prejudice to the Offerors'
rights under the Offer (but subject to compliance with Rule 14e-
1(c) under the Exchange Act), the Offerors may retain tendered
Interests, subject to any limitations of applicable law, and such
Interests may not be withdrawn, except to the extent that the
tendering Limited Partners are entitled to withdrawal rights as
described in the Offer.
If, prior to the Expiration Date, the Offerors increase the
Purchase Price offered to Limited Partners pursuant to the Offer,
the Offerors will pay the increased Purchase Price for all
Interests accepted for payment pursuant to the Offer, whether or
not such Interests were tendered prior to the increase.
The Offerors reserve the right to transfer or assign, at any
time and from time to time, in whole or in part, to one or more
affiliates, the right to purchase Interests tendered pursuant to
the Offer, but no such transfer or assignment will relieve the
Offerors of their obligations under the Offer or prejudice the
rights of tendering Limited Partners to receive payments for
Interests validly tendered and accepted for payment pursuant to
the Offer.
9. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provisions of the Offer, the
Offerors will not be required to accept for payment or pay for
any Interests tendered, and may terminate or amend the Offer or
may postpone (subject to the requirements of the Exchange Act for
prompt payment for or return of Interests) the acceptance for
payment or payment for Interests tendered, if at the Expiration
Date, as it may be extended, any of the following events shall
have occurred (or shall have been determined by the Offerors in
their reasonable judgment to have occurred) regardless of the
circumstances giving rise thereto (including any action or
omission to act by the Offerors):
(a) there shall have been threatened, instituted or pending
any action or proceeding by any government or governmental,
regulatory or administrative agency or authority or tribunal or
any other person, domestic or foreign, or before any court,
authority, agency or tribunal that (i) challenges or seeks to
challenge the acquisition of Interests pursuant to the Offer or
otherwise in any manner relates to or affects the Offer or (ii)
in the reasonable judgment of the Offerors, could materially and
adversely affect the business, condition (financial or other),
income, operations or prospects of the Partnership, or otherwise
materially impair in any way the contemplated future conduct of
the business of the Partnership or materially impair the
contemplated benefits of the Offer to the Offerors;
(b) there shall have been any action threatened, pending or
taken, or approval withheld, withdrawn or abrogated or any
statute, rule, regulation, judgment, order or injunction
threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the
Partnership, by any legislative body, court, authority, agency or
tribunal which would or might directly or indirectly (i) make the
acceptance for payment of, or payment for, some or all of the
Interests illegal or otherwise restrict or prohibit consummation
of the Offer, (ii) delay or restrict the ability of the Offerors,
or render the Offerors unable, to accept for payment or pay for
some or all of the Interests, (iii) impose or seek to impose
limitations on the ability of the Offerors to acquire or hold or
exercise full rights of ownership of the Interests, (iv)
materially impair the contemplated benefits of the Offer to the
Offerors or (v) materially affect the business, condition
(financial or other), income, operations or prospects of the
Partnership, or otherwise materially impair in any way the
contemplated future conduct of the business of the Partnership;
(c) except for Mr. Keierleber and his affiliates, it shall
have been publicly disclosed or the Offerors shall have learned
that any person or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of the outstanding
Interests;
(d) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market,
(ii) any significant decline in the general level of market
prices of equity securities in the United States or abroad, (iii)
any change in the general political, market, economic or
financial condition in the United States or abroad that could
have a material adverse effect on the Partnership's business,
condition (financial or other), income, operations or prospects,
(iv) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States or any
limitation on, or any event which, in the Offerors' reasonable
judgment, might affect, the extension of credit by lending
institutions in the United States, (v) the commencement of a war,
armed hostilities or other international or national crisis
directly or indirectly involving the United States or (vi) in the
case of any of the foregoing existing at the time of the
commencement of the Offer, in the Offerors' reasonable judgment,
a material acceleration or worsening thereof;
(e) there shall have occurred any event or events that have
resulted, or may in the reasonable judgment of the Offerors
result, in an actual or threatened change in the business,
condition (financial or other), income, operations, stock
ownership or prospects of the Partnership; or materially impair
the contemplated benefits of the Offer; or
(f) there shall have occurred any decline in the S&P
Composite 500 Stock Index by an amount in excess of 15% measured
from the close of business on April 8, 2002.
and, in the reasonable judgment of the Offerors, such event or
events make it undesirable or inadvisable to proceed with the
Offer or with such acceptance for payment or payment.
Any of the foregoing conditions may be waived by the
Offerors, in whole or in part, at any time and from time to time
in its reasonable discretion. The failure by the Offerors at any
time to exercise any of the foregoing rights shall not be deemed
a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to
time. Any determination by the Offerors concerning the events
described above will be final and binding on all parties.
10. PRICE RANGE OF INTERESTS; DISTRIBUTIONS; TRADING VOLUME
The Interests are not listed on any national securities
exchange or quoted in the over-the-counter market, and there is
no established public trading market for the Interests. Secondary
sales activity for the Interests has been extremely limited and
sporadic. The Partnership monitors transfers of the Interests
because the admission of the transferee as a substitute limited
partner requires the consent of the General Partner under the
Partnership Agreement. However, neither the Partnership nor Mr.
Keierleber has information regarding the prices at which all
secondary sales transactions in the Interests have been
effectuated. Various organizations offer and sell limited
partnership interests (such as the Interests) in secondary sales
transactions. Various publications such as The Partnership
Spectrum summarize and report information (on a monthly,
bimonthly or less frequent basis) regarding secondary sales
transactions in limited partnership interests (including the
Interests), including the prices at which such secondary sales
transactions are effectuated.
The Offerors have been informed that the Partnership
estimates, based solely on the transfer records of the
Partnership, that the number of Interests transferred in sales
transactions (i.e., excluding transactions believed to be between
related parties, family members or the same beneficial owner) has
been as set forth in Appendix B.
The Offerors are not aware of the prices paid in these
transactions except as set forth in Appendix B hereto.
The Partnership has paid distributions with respect to the
Interests as described below. No public offering of Interests
has been made since 1987 by the Offerors.
During the last two years, quarterly cash distributions to
Limited Partners were declared at the rate of 5% per annum on the
original capital investment of $1,000 per Interest. Cash
distributions declared to the Limited Partners for the two year
period ended December 31, 2001 were made as follows:
Amount Distributed
Period Ended Date Paid Total Per Interest
March 31, 2000 April 21, 2000 $167,504 $12.50
June 30, 2000 July 21, 2000 $167,504 $12.50
September 30, 2000 October 20, 2000 $167,504 $12.50
December 31, 2000 January 19, 2001 $167,504 $12.50
March 31, 2001 April 20, 2001 $167,504 $12.50
June 30, 2001 July 20, 2001 $167,466 $12.50
September 30, 2001 October 18, 2001 $167,466 $12.50
December 31, 2001 January 18, 2002 $167,466 $12.50
It is anticipated another $12.50 per Interest will be distributed
to Interest holders as of April 19, 2002. You will be entitled
to receive this distribution even if you accept the Offer.
The Partnership Agreement provides that the Partnership will
make quarterly distributions to all partners of Cash Available
for Distribution as defined in the Partnership Agreement whereby
99% of all distributable cash, as defined in the Partnership
Agreement, will be distributed to the Limited Partners and 1% to
the General Partner. The cash actually distributed by the
Partnership has exceeded this requirement.
The actual amount and frequency of future cash distributions
will depend upon future cash flows generated by operations,
capital requirements, debt service requirements, financial
condition, and working capital requirements.
11. CERTAIN INFORMATION CONCERNING THE OFFERORS
Mr. Jeffrey Keierleber (age 48) is a licensed real estate
broker and securities agent and manages real estate. He is the
sole Director of the corporate general partner for various
limited partnerships and serves as a co-general partner in the
public limited partnerships sponsored by affiliates of Decade
Companies, and he is a general partner in all of the non-public
limited partnerships sponsored by affiliates of Decade Companies.
Mr. Keierleber is a shareholder, officer, and director of a
number of privately held and affiliated corporations, often with
a focus in real estate or related services. Mr. Keierleber's
business address and telephone number are: 250 Patrick
Boulevard, Suite 140, Brookfield, Wisconsin 53045, (262) 792-
9201. Mr. Keierleber is a citizen of the United States. See
"The Offer -- Introduction Background" and "The
Offer Introduction Interests of Certain Persons in the Offer" for
additional information regarding Mr. Keierleber.
Decade Companies Income Properties - A Limited Partnership
(the "Partnership") is a limited partnership formed in 1985 under
the Uniform Limited Partnership Act of the State of Wisconsin.
The address and telephone number of the Partnership are: 250
Patrick Boulevard, Suite 140, Brookfield, Wisconsin 53045, (262)
792-9201. Since December 1986, the Partnership has been engaged
in the business of investing in, operating and making loans on
residential apartment projects. For more information about the
business of the Partnership, see "The Offer -- Introduction."
The Partnership's General Partner is Decade Companies -- A
General Partnership ("Decade Companies") (of which Mr. Keierleber
and Decade 80, Inc. ("Decade 80") are the current general
partners). The principal offices of Decade Companies is at 250
Patrick Boulevard, Suite 140, Brookfield, Wisconsin 53045,
telephone (262) 792-9200. Decade Companies is engaged in the
business of serving as a general partner. Decade 80 is a
corporation organized under the laws of the State of Wisconsin.
Mr. Keierleber is the sole shareholder of Decade 80. Decade 80
is engaged in the business of serving as a general partner.
During the past five years, the Offerors, Decade Companies,
Decade 80, Michael G. Sweet and Steven Cooper have not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor have any of them 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.
12. SOURCE AND AMOUNT OF FUNDS
Assuming that the Offerors purchase 7,700 Interests pursuant
to the Offer at the Purchase Price, the total amount required by
the Offerors to purchase such Interests will be approximately
$6,891,500, exclusive of fees and other expenses. Mr. Keierleber
will use his available personal funds to purchase tendered
Interests. The Partnership will use existing cash reserves to
purchase tendered Interests. Neither Offeror has tried to
arrange alternate financing because they intend to use available
cash funds.
13. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS; TRANSACTIONS
AND AGREEMENTS CONCERNING THE INTERESTS.
Except as disclosed in the audited financial statements and
permitted by the Partnership Agreement, Mr. Keierleber has not
been a party to any contract, transaction or negotiation since
April 1, 2000 with the Partnership where the aggregate amount of
such transaction was more than 1% of the Partnership's
consolidated revenues. Except as disclosed herein in connection
with the Offer, Mr. Keierleber has not been a party to any
contacts, negotiations or transactions with the Partnership
concerning a merger, consolidation or acquisition of the
Partnership, a tender offer or acquisition of securities of the
Partnership, an election of a new general partner of the
Partnership, or a sale or other transfer of a material amount of
assets of the Partnership. Additionally, the Offerors are not a
party to any contract, arrangement, understanding or
relationship, directly or indirectly, with any other person with
respect to any securities of the Partnership, has not been a
party to any contract, transaction or negotiation with any person
with respect to the Interests, including any contract,
arrangement, understanding or relationship concerning the
transfer or the voting of any Interests, joint ventures, loan or
option arrangements, puts or calls, guaranties of loans,
guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations and is not
aware of any contacts or negotiations between the Partnership and
any of its affiliates, or between the Partnership (including its
affiliates) and any person not affiliated with the Partnership
concerning a merger, consolidation or acquisition of the
Partnership; a tender offer or acquisition of securities of the
Partnership, an election of a new general partner of the
Partnership, or a sale or other transfer of a material amount of
assets of the Partnership.
Appendix B hereto sets forth the number of Interests
purchased by Mr. Keierleber and the Partnership since January 1,
1999, the range of prices paid for such Interests and the average
purchase price paid for each quarterly period since January 1,
1999. Exhibit B also sets forth the transactions occurring in the
past 60 days involving the sale or purchase of any Interests by
Mr. Keierleber, the Partnership or their affiliates.
14. OWNERSHIP OF INTERESTS
Jeffrey L. Keierleber currently beneficially owns 3,209.47
Interests, representing 24% of the total outstanding Interests as
of April 5, 2002. Except as disclosed in this Offer including
Appendix B, neither the Partnership, Mr. Keierleber nor any
person affiliated with either the Partnership or Mr. Keierleber
has engaged in any transactions with respect to the Interests
within the 60 days immediately preceding the date of the Offer.
As of April 5, 2002, the following individuals beneficially
owned the following number of outstanding Interests:
Owner Number of Interests % of Total Outstanding Interests
Mr. Jeffrey L.
Keierleber 3,209.47 24.2%
Mr. Michael G.
Sweet 8.05 0%
Mr. Steven
Cooper 0 0%
Decade Companies 0 0%
Decade 80 0 0%
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.
The Offerors expressly reserve the right, in their sole
discretion and at any time or from time to time, to extend the
period of time during which the Offer is open by giving oral or
written notice of such extension to the Limited Partners. There
can be no assurance, however, that the Offerors will exercise
their right to extend the Offer. During any such extension, all
Interests previously tendered will remain subject to the Offer,
except to the extent that such Interests may be withdrawn as set
forth herein. The Offerors also expressly reserve the right, in
their sole discretion, (i) to terminate the Offer and not accept
for payment any Interests not theretofore accepted for payment
or, subject to Rule 14e-1(c) under the Exchange Act, which
requires the Offerors either to pay the consideration offered or
to return the Interests tendered promptly after the termination
or withdrawal of the Offer, to postpone payment for Interests
upon the occurrence of any of the conditions specified in Section
9 "The Offer Certain Conditions of the Offer" hereof by giving
oral or written notice of such termination to the Partnership and
Limited Partners and making a public announcement thereof and
(ii) at any time or from time to time, to amend the Offer in any
respect. Amendments to the Offer may be effected by public
announcement. Without limiting the manner in which the Offerors
may choose to make public announcement of any termination or
amendment, the Offerors shall have no obligation (except as
otherwise required by applicable law) to publish, advertise or
otherwise communicate any such public announcement, other than by
making a release to the Dow Jones News Service, except in the
case of an announcement of an extension of the Offer, in which
case the Offerors shall have no obligation to publish, advertise
or otherwise communicate such announcement other than by issuing
a notice of such extension by press release or other public
announcement, which notice shall be issued no later than 9:00
a.m., Central time, on the next business day after the previously
scheduled Expiration Date. Material changes to information
previously provided to Limited Partners in this Offer or in
documents furnished subsequent thereto will be disseminated to
Limited Partners in compliance with Rule 14d-6(d) promulgated
under the Exchange Act.
If the Offerors materially change the terms of the Offer or
the information concerning the Offer, or if they waive a material
condition of the Offer, the Offerors will extend the Offer to the
extent required by Rules 14d-6(d) and Rule 14e-1(a) under the
Exchange Act. Those rules require that the minimum period during
which an offer must remain open following material changes in the
terms of the Offer or information concerning the Offer (other
than a change in price, change in dealer's soliciting fee or
change in percentage of securities sought) will depend on the
facts and circumstances, including the relative materiality of
such terms or information. In a published release, the
Commission has stated that in its view, an offer should remain
open for a minimum of five business days from the date that
notice of such a material change is first published, sent or
given. The Offer will continue or be extended for at least ten
business days from the time the Offerors publish, send or give to
holders of Interests a notice that it will (a) increase or
decrease the price it will pay for Interests or (b) decrease the
number of Interests it seeks.
16. PERSONS RETAINED; FEES AND EXPENSES.
The Offerors do not intend to retain the services of any
officer, employee or class of employees of the Partnership in
connection with the Offer. Both the Partnership and Mr.
Keierleber will use funds from existing cash to repurchase
Interests.
The Offerors will not pay any solicitation fees to any
broker, dealer, bank, trust company or other person for any
Interests purchased in connection with the Offer. The Offerors
will reimburse such persons for customary handling and mailing
expenses incurred in connection with the Offer.
The Offerors will pay all transfer fees or transfer taxes,
if any, payable on account of the acquisition of the Interests by
the Offerors pursuant to the Offer.
The expenses incurred, or estimated to be incurred, in
connection with the Offer are set forth below. The Partnership
will be responsible for paying all such expenses.
Printing and Mailing Fees....................... $ 20,000
Filing Fees and Expenses........................ 11,000
Legal and Accounting............................. 55,000
Miscellaneous..................................... 12,000
Valuation and Fairness Opinion.............. 17,000
------
Total........................................ $ 115,000
======
17. MISCELLANEOUS.
The Partnership is subject to the informational requirements
of the Exchange Act and in accordance therewith files reports and
other information with the Commission relating to its business,
financial condition and other matters. The Partnership and Mr.
Keierleber have independently filed a joint Rule 13e-3
Transaction Statement and a Tender Offer Statement on Schedule TO
with the Commission, which includes certain additional
information relating to the Offer. Such reports, as well as such
other material, may be inspected and copies may be obtained at
the Commission's Public Reference Section at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and should
also be available for inspection and copying at the regional
offices of the Commission located at 233 Broadway, New York, New
York 10279, and 175 W. Jackson Blvd., Suite 900, Chicago,
Illinois 60604. Copies of such material may be obtained by mail,
upon payment of the Commission's customary fees, from the
Commission's Public Reference Section at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through
the Commission's Electronic Data Gathering, Analysis, and
Retrieval system. This Web site can be accessed at
http://www.sec.gov. The Offeror's Schedule TO may not be
available at the Commission's regional offices.
The Offer is being made to all Limited Partners. The
Offerors are not aware of any state where the making of the Offer
is prohibited by administrative or judicial action pursuant to a
valid state statute. If the Offerors become aware of any valid
state statute prohibiting the making of the Offer, the Offerors
will make a good faith effort to comply with such statute. If,
after such good faith effort, the Offerors cannot comply with
such statute, the Offer will not be made to, nor will tenders be
accepted from or on behalf of, holders of Interests in such
state.
April 8, 2002 JEFFREY L. KEIERLEBER
DECADE COMPANIES INCOME PROPERTIES
Appendix A
PRO FORMA INFORMATION
Decade Companies Income Properties, A Limited Partnership
Pro Forma Condensed Balance Sheet
December 31, 2001
(Unaudited)
The foregoing unaudited Pro Forma Balance Sheet gives effect to
certain assumptions, including the sale of The Meadows II
Apartments and the purchase by the Partnership of 3,000 Interests
at $895 per Interest pursuant to the Offer. The Pro Forma
Balance Sheet gives effect to both transactions as if they had
occurred on December 31, 2001.
The pro forma information should be read in conjunction with the
historical financial information for the Partnership, but does
not purport to be indicative of the results which may be obtained
in the future or which would actually have been obtained had the
sale and the Offer occurred as of December 31, 2001. The pro
forma presentation shows the possible scope of the change in the
historical financial position caused by the transactions.
PRO FORMA ADJUSTMENTS
Sale of Purchase of
Historical The Meadows II Interests Pro Forma
Assets
Cost of rental
property $33,340,866 ($11,629,349) $21,711,517
Accumulated
depreciation ($11,740,000) $4,952,618 ($6,787,382)
Net book value
of rental
property $21,600,866 ($6,676,731) $14,924,135
Cash and cash
equivalents $3,183,319 ($2,800,000) $383,319
Cash escrow
at qualified
intermediary $0 $6,662,575 $6,662,575
Prepaid expenses
and other
assets $262,112 ($10,239) $251,873
Escrow deposits $21,331 $0 $21,331
Deferred financing
costs $411,643 ($80,460) $331,183
Total Assets $25,479,271($104,855) ($2,800,000) $22,574,416
Liabilities and Partners' Capital
Liabilities
Tenants'
security
deposits $130,628 ($54,539) $76,089
Accounts
Payable $14,212 $14,212
Accrued real
estate taxes $258,115 ($263,714) ($5,599)
Accrued
interest
payable $17,490 $17,490
Unearned
rent $56,001 $56,001
Distributions
payable $167,467 $167,467
Accounts
payable -
affiliate $945,252 $544,652 $1,489,904
Mortgage
note
payable $27,598,920 ($8,801,838) $18,797,082
Total
Liabilities$29,188,085 ($8,575,439) $0 $20,612,646
Partners' Capital
General
Partner ($95,661) $84,706 ($10,955)
Limited
Partners($3,613,153) $8,385,878 ($2,800,000) $1,972,725
Total
Partners'
Capital($3,708,814) $8,470,584 ($2,800,000) $1,961,770
Total
Liabilities
and Partners'
Capital $25,479,271 ($104,855) ($2,800,000) $22,574,416
See notes to Pro Forma Condensed Balance Sheet
DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP
Notes to Pro Forma Condensed Balance Sheet
December 31, 2001
Unaudited
The following notes describe the assumptions underlying the Pro
Forma Condensed Balance Sheet.
The pro forma financial information provided herein was prepared
to provide Limited Partners with information about the continuing
impact of the Partnership's sale of The Meadows II Apartments and
its Offer by showing how both transactions might have affected
historical financial statements if the transactions had been
consummated at an earlier time. The pro forma statements are
intended to assist Limited Partners in analyzing the future
prospects of the Partnership because they illustrate the possible
scope of the change in the Partnership's historical financial
position and results of operations caused by the sale of The
Meadows II Apartments and the Offer.
The unaudited Pro Forma Condensed Balance Sheet was prepared to
illustrate the estimated effects of the sale of The Meadows II
Apartments and the Offer as if both transactions had occurred on
December 31, 2001.
The unaudited Pro Forma Condensed Balance Sheet does not purport
to represent what the Partnership's financial position would
actually have been if the sale of The Meadows II Apartments and
the Offer in fact had occurred at December 31, 2001, nor does it
purport to project the Partnership's financial position for any
future date.
The unaudited Pro Forma Condensed Balance Sheet should be read in
conjunction with the audited financial statements as of December
31, 2001 and for the year then ended and the related notes
thereto included elsewhere in this Offer.
A. The historical Balance Sheet is based on the audited balance
sheet as of December 31, 2001.
B. Adjustments to the Pro Forma Condensed Balance Sheet give
effect to certain assumptions, including: (a) the sale of The
Meadows II Apartments in a transaction whereby the net sale
proceeds were placed into an Escrow, and (b) the purchase by the
Partnership of 3,000 Interests at the Offer Price of $895 per
Interest pursuant to the Offer. Under this assumption, the
aggregate redemption would amount to $2,685,000. It is assumed
that the cost of the Offer will be $115,000. The Pro Forma
Balance Sheet gives effect to the transactions as if they had
occurred on the balance sheet date.
C. The actual financial position which would have been achieved
during the pro forma period had the transactions occurred on the
assumed date may have varied from the Pro Forma Financial
Statements, and the variations may have been material.
DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS, EARNINGS PER
INTEREST, AND RATIO OF EARNINGS TO FIXED CHARGES
FOR THE YEAR ENDED DECEMBER 31, 2001
(UNAUDITED)
The following unaudited Pro Forma Condensed Statements of
Operations, Earnings per Interest, and Ratio of Earnings to Fixed
Charges give effect to certain assumptions, including the
purchase by the Partnership of 3,000 Interests tendered by the
Limited Partners at the Offer Price of $895 per Interest,
pursuant to the Offer. The Pro Forma Condensed Statements of
Operations, Earnings per Interest, and Ratio of Earnings to Fixed
Charges give effect to the transactions as if they had occurred
at the beginning of the period presented (December 31, 2001).
The pro forma information should be read in conjunction with the
historical financial information for the Partnership, but does
not purport to be indicative of the results which may be obtained
in the future or which would actually have been obtained had the
sale and the Offer occurred as of December 31, 2001. The pro
forma presentation shows possible scope of the change in the
historical results of operations caused by the transaction.
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
Operating Revenue$6,993,384 ($2,283,316) $4,710,068
Operating Expenses($3,788,429) $1,217,777 ($2,570,652)
Net Operating Income$3,204,955($1,065,539) $2,139,416
Depreciation
and amortization($1,046,892) $386,199 ($660,693)
Net income
(loss) from
investment
property $2,158,063 ($679,340) $1,478,723
Interest
income $126,393 $0 $126,393
Administrative
expenses ($193,730) $0 ($193,730)
Net income
(loss) before
interest
expense $2,090,726 ($679,340) $1,411,386
Interest
expense ($2,074,106) $490,800 ($1,583,306)
Net income
(loss) before
gain on sale
of The
Meadows II $16,620 ($188,540) ($171,920)
PRO FORMA EARNINGS PER INTEREST
Net income
(loss)
attributable
to the
Limited
Partners
(99%) $16,454 ($186,655) ($170,201)
Net
income
(loss) per
Limited
Partner
Interests $1.23 ($16.37)
Interests
Outstanding 13,398.40 (3,000) 10,398.40
PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
Earnings
(loss)
before
interest
expenses $2,090,726 $1,411,386
Fixed
charges $2,074,106 $1,583,306
Ratio
of
earnings
to fixed
charges 1.01 0.89
The above ratio (fixed charge ratio) compares earnings before
interest expense to interest expense. It indicates how many
times interest charges have been earned by the Partnership.
See Notes to Pro Forma Condensed Statements of Operations,
Earnings per Interest, and Ratio of Earnings to Fixed Charges.
DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP
Notes to Pro Forma Condensed Statements of Operations, Earnings
Per Interest, and Ratio of Earnings to Fixed Charges
For the Year ended December 31, 2002 (unaudited)
The following notes describe the assumptions underlying the Pro
Forma Condensed Statements of Operations, Earnings per Interest,
and Ratio of Earnings to Fixed Charges. The pro forma financial
information provided herein was prepared to provide Limited
Partners with information about the continuing impact of the
Partnership's sale of The Meadows II Apartments and its Offer by
showing how both transactions might have affected historical
financial statements if the transactions had been consummated at
an earlier time. The pro forma statements are intended to assist
Limited Partners in analyzing the future prospects of the
Partnership because they illustrate the possible scope of the
change in the Partnership's historical financial position and
results of operations caused by the sale of The Meadows II
Apartments and the Offer.
The unaudited Pro Forma Condensed Statements of Operations,
Earnings per Interest, and Ratio of Earnings to Fixed Charges
were prepared to illustrate the estimated effects of the sale of
The Meadows II Apartments and the Offer as if both transactions
had occurred on January 1, 2001.
The unaudited Pro Forma Condensed Statements of Operations,
Earnings Per Interest, and Ratio of Earnings to Fixed Charges do
not purport to represent what the Partnership's results of
operations, earnings per Interest, or ratio of earnings to fixed
charges, would actually have been if the sale of The Meadows II
Apartments and the Offer in fact had occurred on January 1, 2001,
or to project the Partnership's results of operations for any
period.
The unaudited Pro Forma Condensed Statements of Operations,
Earnings Per Interest, and Ratio of Earnings to Fixed Charges
should be read in conjunction with the audited financial
statements as of December 31, 2001 and for the year ended and the
related notes thereto included elsewhere in this Offer.
A. The historical Condensed Statement of Operations is based on
the audited financial statements as of and for the year ended
December 31, 2001.
B. Adjustments to the Pro Forma Condensed Statements of
Operations, Earnings Per Interest, and Ratio of Earnings to Fixed
Charges give effect to certain assumptions, including: (a) the
sale of The Meadows II Apartments in a transaction whereby the
net sale proceeds were placed into an Escrow, and (b) the
purchase by the Partnership of 3,000 Interests at the Offer Price
of $895 per Interest pursuant to the Offer. Under this
assumption, the aggregate redemption would amount to $2,685,000.
The Pro Forma Condensed Statements of Operations, Earnings Per
Interest, and Ratio of Earnings to Fixed Charges give effect to
the transactions as if they had occurred at the beginning of the
period presented (January 1, 2001).
C. The actual results which would have been achieved during the
pro forma period had the transactions occurred on the assumed
date may have varied from the Pro Forma Financial Statements, and
the variations may have been material.
DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP
PRO FORMA BOOK VALUE OF INTERESTS
31-Dec-01
(Unaudited)
The following unaudited Pro Forma Book Value of Interests gives
effect to certain assumptions, including the purchase by the
Partnership of 3,000 Interests tendered by the Limited Partners
at the Offer Price of $895 per Interest, pursuant to the Offer.
The Pro Forma Balance Sheet gives effect to the transactions as
if they had occurred on December 31, 2001.
The pro forma information should be read in conjunction with the
historical financial information for the Partnership, but does
not purport to be indicative of the financial position which may
be obtained in the future or which would actually have been
obtained had the sale and the Offer occurred as of December 31,
2001. The pro forma presentation shows the possible scope of the
change in the historical book value caused by the transactions.
PRO FORMA ADJUSTMENTS
Sale of The Purchase of
Historical Meadows II Interests Pro Forma
Book value
of
outstanding
Interests ($3,613,153) $8,385,878 ($2,800,000) $1,972,725
Number of
Interests
Outstanding 13,397.27 (3,000.00) 10,397.27
Book value
per Interest ($270) $895 $190
See notes to Pro Forma Statement of Book Value of Interests.
DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP
Notes to Pro forma Book Value Per Interest
December 31, 2001
Unaudited
The following notes describe the assumptions underlying the Pro
Forma Book Value Per Interest.
The pro forma financial information provided herein was prepared
to provide Limited Partners with information about the continuing
impact of the Partnership's sale of The Meadows II Apartments and
its Offer by showing how both transactions might have affected
historical financial statements if the transactions had been
consummated at an earlier time. The pro forma statements are
intended to assist Limited Partners in analyzing the future
prospects of the Partnership because they illustrate the possible
scope of the change in the Partnership's historical financial
position and results of operations caused by the sale of The
Meadows II Apartments and the Offer.
The unaudited Pro Forma Book Value Per Interest was prepared to
illustrate the estimated effects of the sale of The Meadows II
Apartments and the Offer as if both transactions had occurred on
December 31, 2001.
The unaudited Pro Forma Book Value Per Interest does not purport
to represent what the Partnership's book value per Interest would
actually have been if the sale of The Meadows II Apartments and
the Offer in fact had occurred at December 31, 2001, nor does it
purport to project the Partnership's book value per Interest for
any future date.
The unaudited Pro Forma Book Value Per Interest should be read in
conjunction with the audited financial statements as of December
31, 2001 and for the year then ended and the related notes
thereto included elsewhere in this Offer.
A. The historical Book Value Per Interest is based on the
audited balance sheet as of December 31, 2001.
B. Adjustments to the Pro Forma Book Value Per Interest give
effect to certain assumptions, including: (a) the sale of The
Meadows II Apartments in a transaction whereby the net sale
proceeds were placed into an Escrow, and (b) the purchase by the
Partnership of 3,000 Interests at the Offer Price of $895 per
Interest pursuant to the Offer. Under this assumption the
aggregate redemption would amount to $2,685,000. It is assumed
that the cost of the Offer will be $115,000. The Pro Forma Book
Value Per Interest gives effect to the transaction as if it had
occurred on the balance sheet date.
C. The book value per Interest which would have been achieved
during the pro forma period had the transactions occurred on the
assumed date may have varied from the Pro Forma Financial
Statements, and the variations may have been material.
Appendix B
LIMITED PARTNERSHIP ACTIVITY
The Purchase By the Offerors and Others
Number of
Total
Interests Sold Purchases Purchases
or Transferred By by
Calendar Repurchase to the the Jeffrey
Year Price Paid Offerors Transactions Partnership Keierleber
1999 $550 248.34 39 0 248.34
2000 $550 211.36 33 0 211.36
2001 $550 444.17 22 0 444.17
2002 $550-600 142.63 13 0 2.50
* The Offerors may pay the difference between the $895.00
Offer Price and the sale price to certain Limited Partners
who sold their interests to the Offerors during 2002, if the
Offerors' offer to repurchase at a higher price, and
purchase Interests in such Offer before December 31, 2002.
Limited Partnership Interests Purchased by Related Parties During
Last 60 Days
Transaction
Purchaser Date* Number Price per Interest
Jeffrey
Keierleber 03/01/02 2.50 $550
Partnership 03/22/02 26.75 $600
Partnership 03/25/02 39.00 $600
Partnership 03/26/02 48.61 $600
Partnership 03/27/02 2.00 $600
Partnership 03/30/02 19.40 $600
* All transactions were effected pursuant to private
negotiations at the request of the Limited Partner.
Exhibit (a)(1)(B) Form of Letter of Acceptance
LETTER OF ACCEPTANCE
To Tender Limited Partnership Interests
Decade Companies Income Properties, A Limited Partnership
Pursuant to the Offer to Purchase
Dated April 8, 2002
THIS OFFER, THE PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT
MIDNIGHT, CENTRAL TIME, ON MAY 8, 2002, UNLESS EXTENDED.
To: Decade Companies Income Properties, A Limited Partnership
("DCIP")
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin 53045-5864
(This Letter of Acceptance may be delivered to DCIP, A Limited
Partnership, by mail or by hand delivery at the above address, or
by facsimile transmission at (262) 792-0808. The Letter of
Acceptance will be deemed to be received at the time of actual
receipt at the offices of DCIP.
Ladies and Gentlemen:
The undersigned
is the Limited Partner of record and the owner of a Limited
Partnership Interest (the "Interests") of Decade Companies Income
Properties, A Limited Partnership (the "Partnership"). The
undersigned hereby tenders to the Partnership or Mr. Keierleber, as
the case may be (as set forth on page 3 of this Letter of
Acceptance), in accordance with the terms and conditions of the
Offerors' Offer to Purchase, dated April 8, 2002, (including the
annexes thereto and this Letter of Acceptance) (collectively the
"Offer"), receipt of which is hereby acknowledged.
Subject to, and effective upon, acceptance for payment of the
Interests tendered herewith, the undersigned hereby sells, assigns
and transfers to the Partnership all right, title, claims and
interest in and to all of the Interests that are tendered hereby,
and the Partnership may redeem and cancel said Interests of Mr.
Keierleber may purchase. If the Interests are purchased by an
affiliate of the Partnership, the affiliate will not cancel said
Interests, but will continue to own them for its own account.
After acceptance for payment of the Interests by the Partnership,
the undersigned will have no right, title, claims or interest in or
with respect to the Interests tendered, other than the right to
receive in cash the Purchase Price provided in the Offer of $895.00
per Interest. Interest means the interest of a Limited Partner
representing a Capital Contribution to the Partnership of $1,000.
The undersigned understands and acknowledges that the Partnership
may prorate the amount of Interests accepted for purchase, as set
forth in the Offer to Purchase, dated April 8, 2002.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer
the tendered Interests and that, when the same are accepted for
payment, the Partnership will acquire good, marketable and
unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be
subject to any adverse claim. The undersigned understands that the
Partnership will cancel said Interests that it purchases. The
undersigned understands that Mr. Keierleber, an affiliate of the
Partnership will not cancel said Interests that it purchases. The
undersigned will, upon request, execute any additional documents
deemed by the Partnership to be necessary or desirable to complete
the sale, assignment and transfer of the tendered Interests.
All authority conferred or agreed to be conferred in this Letter of
Acceptance shall not be affected by, and shall survive, the death
or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators and legal representatives
of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the Purchase Price in the
name(s) of the registered holder(s) and at the address stated
above. In the event that Special Payment Instructions are
completed, please issue the check for the purchase price in the
name of, and deliver said check to the person or persons at the
address so indicated.
In the event that Mr. Keierleber, an affiliate of the General
Partner, acquires the Interests, I as "Assignor," for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, do hereby transfer and assign to one of the
General Partner ("Assignee") all of Assignor's right, title,
claims, and interest in and to Assignor's Limited Partnership
Interests described herein. Assignor, by the execution of this
Transfer of Interest, and for the same consideration, covenants
with Assignee, that Assignor is the lawful owner of and has good
title to all interest stated above and the same are free and clear
of all liens, encumbrances or adverse claims whatsoever, caused or
occasioned by Assignor.
If you are going to tender your Interests, please sign exactly as
your name(s) appears on page 1, above. See Instruction 4 before
signing. If you own any Fractional Interests and decide to tender
any Interests, such amount must be tendered so that the Limited
Partner is left owning no Fractional Interests and at least three
(3) Interests, two (2) in the case of an IRA.
Interests
Offer Price
Per Interest Owned Tendered Total Consideration
DCIP Interests $895 $
The payment date or dates will be determined at the sole discretion
of the General Partner, but is expected to be within 5 days after
the Expiration Date.
(Limited Partner Signature) (Date) Social Security Number or
Employer Identification
Number
(Limited Partner Signature) (Date) Social Security Number or
Employer Identification
Number
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1 and 5)
To be completed only if payment for
Interests accepted for purchase by the
Partnership is to be made to a person
other than the Limited Partner(s) and at
the address set forth at the beginning of
this Letter.
Name and/or address of payee other than
registered owner at registered address:
Name (please print)
Address
(Include Zip Code)
(Tax ID or SS Number)
Signature guarantee, if required.
See Instruction 1.
(Name of Institution)
(Signature of Officer and Title)
(Date)
INSTRUCTIONS
The Following Instructions Are Part of the Terms and Conditions
of the Offer
(A) Guarantee of Signature. No signature guarantee on this Letter
of Acceptance is required unless payment is requested to be
made to a person or persons or at an address different from
that shown on the Letter of Acceptance. If payment is
requested to be made to any other person or at any other
address, all signatures on this Letter of Acceptance must be
guaranteed by a federal or state chartered bank or savings and
loan institution or by a broker-dealer that is a member of the
New York Stock Exchange, Inc.
Delivery of Letter of Acceptance. This Letter of Acceptance must
be delivered to the Partnership at the address and by any of the
means specified in the Letter of Acceptance, and must be received
by the Partnership prior to the Expiration Date as defined in the
Offer. The method of delivery to the Partnership is at the
election and risk of the tendering Limited Partner. However, if
delivery is by mail, the Partnership recommends registered mail
with return receipt requested.
Form of Tender. No alternative, conditional or contingent tenders
will be accepted. If a Limited Partner tenders less than all of
his Interests, only whole Interests may be retained by such Limited
Partner and a minimum of three (3) full Interests, two (2) in the
case of an IRA, must be retained. All tendering Limited Partners,
by execution of this Letter of Acceptance (or a facsimile thereof),
waive any right to receive any notice of the acceptance of their
Interests as a condition thereto and understand the Partnership may
prorate its purchases.
Signatures to the Letter of Acceptance. If this Letter of
Acceptance is signed by the registered holder of Interests tendered
hereby, the signature must correspond with the name as shown at the
beginning of the Letter of Acceptance. If any of the Interests
tendered hereby are owned by two or more joint owners, all such
owners must sign this Letter of Acceptance. At the General
Partner's sole discretion, the Partnership may accept the signature
of one joint owner, provided that by executing this document such
Limited Partner hereby agrees to indemnify the Partnership from
claims made by the other joint owners concerning the Interests.
If any tendered Interests are registered in different names,
it will be necessary to complete, sign and submit as many
separate Letters of Acceptance as there are different
registrations. For example, two Letters of Acceptance would
be required for Interests owned individually by Mr. X, and by
Mr. and Mrs. X as joint tenants.
If this Letter of Acceptance is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and
submit proper evidence satisfactory to the Partnership of
their authority to so act.
Special Payment Instructions. If a check is to be issued in the
name of or at an address different from that shown at the beginning
of the Letter of Acceptance, such instructions must be noted on the
Letter of Acceptance and the signature of the tendering Limited
Partner(s) must be guaranteed as provided in Instruction 1, above.
Waiver of Conditions. The Offerors reserve the absolute right to
waive any of the specified conditions of the Offer in the case of
Interests tendered.
Form W-9 Obligation. To prevent back-up federal income tax
withholding equal to 31% of the payments made pursuant to the
Offer, each tendering Limited Partner, who is not exempt (e.g., a
corporation), must provide a correct taxpayer identification
number. A substitute Form W-9 is attached and should be completed
by those Limited Partners who have not forwarded a taxpayer
identification number. If a Limited Partner has already forwarded
a Form W-9 (or substitute), you do not need to send another Form W-
9 to the Partnership.
Requests for Assistance. Questions and requests for assistance
should be directed to the Partnership Manager, Mr. Michael G.
Sweet, 250 Patrick Boulevard, Suite 140, Brookfield, Wisconsin
53045-5864 (phone 262-792-9200) (facsimile 262-792-0808).
Substitute Form W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
Name (If you are an individual, you must generally enter the name
shown on your social security card. However, if you have changed
your last name, for instance, due to marriage without informing the
Social Security Administration of the name change, enter your first
name, the last name shown on your social security card, and your
new last name. If the account is in joint names, list first and
then circle the name of the person or entity whose number you enter
in Part I of this form.)
Name:
Business name, if different from above.
Sole proprietor. Enter your individual name as shown on your
social security card on the "Name" line. You may enter your
business, trade, or "doing business as (DBA)" name on the "Business
name" line.
Limited liability company (LLC). If you are a single-member LLC
(including a foreign LLC with a domestic owner) that is disregarded
as an entity separate from its owner under Treasury regulations
section 301.7701-3, enter the owner's name on the "Name" line.
Enter the LLC's name on the "Business name" line.
Caution: A disregarded domestic entity that has a foreign owner
must use the appropriate Form W-8.
Other entities. Enter your business name as shown on required
Federal tax documents on the "Name" line. This name should match
the name shown on the charter or other legal document creating the
entity. You may enter any business, trade, or DBA name on the
"Business name" line.
Business name:
Check appropriate box: Individual/Sole Proprietor
Corporation Partnership Other:
Address (number, street, and apt. or suite no.):
City, State, and Zip Code:
Requester's Name and Address: Decade Companies Income Properties,
A Limited Partnership
250 Patrick Blvd., Suite 140
Brookfield, WI 53045-5864
PART I - Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box.
For individuals this is your social security number (SSN):
- - .
However, for a resident alien: If you are a resident alien and you
do not have and are not eligible to get an SSN, your TIN is your
IRS individual taxpayer identification number (TIN). Enter it in
the social security number box.
However, for a sole proprietor: If you are a sole proprietor and
you have an EIN, you may enter either your SSN or EIN. However,
the IRS prefers that you use your SSN.
However, for a disregarded entity: If you are an LLC that is
disregarded as an entity separate from its owner, and are owned by
an individual, enter your SSN (or "pre-LLC" EIN, if desired). If
the owner of a disregarded LLC is a corporation, partnership, etc.,
enter the owner's EIN.
For other entities, it is your employer identification number
(EIN): - .
PART II - For U.S. Payees Exempt From Backup Withholding
Individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for
certain payments, such as interest and dividends. For more
information on exempt payees, see the separate Instructions for the
Requester of Form W-9.
If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, write "Exempt" in Part II, and
sign and date this form.
If you are a nonresident alien or a foreign entity not subject to
backup withholding, give the requester a properly completed Form W-
8BEN, W-8ECI, W-8EXP or W-8IMY, whichever is applicable.
PART III - Certification
Under penalties of perjury, I certify that:
The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), and
I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding, and
I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross item 2 above if you
have been notified by the IRS that you are currently subject to
backup withholding because you have failed to report all interest
or dividends on your tax return. For real estate transactions,
item 2 does not apply. For mortgage interest paid, acquisition or
abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not
required to sign the Certification, but you must provide your
correct TIN.
Sign Here
Signature of U.S. person:
Date:
Exhibit (a)(1)(C) Form of Cover Letter to Limited Partners
April 8, 2002
RE: Decade Companies Income Properties
Dear Investor:
Enclosed with this letter is an offer by the Partnership and Mr.
Keierleber, severally and not jointly, to purchase your Interests
for cash consideration of $895.00 per Interest. The enclosed
documents consist of an Offer to Purchase, which you should read
carefully, and a Letter of Acceptance.
Our records show that you own the following Interests:
Total Interests @ $1,000 = $
Cumulative cash distributions you have received,
(including the April 19 distribution): $
Net investment: $
Amount of cash consideration you will receive, if you
tender all of your Interests $
In order to accept the Offer, subject to its terms and conditions,
you must complete the enclosed Letter of Acceptance and mail or
deliver it to the Partnership on or before the Expiration Date.
The Letter of Acceptance must be signed by the person or persons in
whose name the Interests are carried on the Partnership's records
in exactly the same manner in which such name or names appear. For
your convenience we have attached a label to page one of each
Letter of Acceptance that indicates the name or names of the
Limited Partner(s), the address of record, and the number of
Interests owned. The payment for Interests which are tendered and
accepted should be made on or before five days after the Expiration
Date of the Offer in the name or names that appear on the label and
will be mailed to the address shown on the label, unless different
instructions are given on the Letter of Acceptance.
Very truly yours,
Michael Sweet
Partnership Manager
MS
Enclosures