UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 30, 2002
Date of Report (Date of earliest event reported)
DECADE COMPANIES INCOME PROPERTIES, A LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Wisconsin 0-21455 39-1518732
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
N19 W24130 Riverwood Drive, Suite 100
Waukesha, WI 53188
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(262) 522-8990
ITEM 2: Acquisition or Disposition of Assets
On July 30, 2002, the Partnership purchased two office buildings,
consisting of approximately 166,000 rentable square feet, located
in Florida.
The Spectrum Building ("Spectrum") is located at 900 Winderly Place
in the Maitland Center office park in Maitland, Orange County,
Florida. Spectrum is a class B, two-story, 125,098 square foot
(with approximately 113,000 rentable square feet) atrium-style
office building, built in 1986. The land area is approximately
9.28 acres and consists of approximately 409 grade level parking
spaces. The Maitland Center office park is adjacent to Interstate
4. Occupancy was approximately 41% on the date of closing, and
varies.
Plymouth Plaza ("Plymouth") is located at 26750 U.S. 19 North in
the North Pinellas office submarket in Clearwater, Pinellas County,
Florida. Plymouth is a class A, five-story, 53,723 rentable square
foot office building. The building includes a 354 car, five level
parking garage and 47 surface spaces. The property has access from
Countryside Boulevard and U.S. 19 service road. Occupancy was
approximately 79% on the date of closing, and varies. The former
owner of Plymouth retained approximately 4.5 acres of vacant land
adjacent to Plymouth. The Partnership agreed to enter into a lease
agreement with the owner of the vacant parcel for parking privleges
in the parking garage owned by the Partnership.
Spectrum and Plymouth are hereinafter collectively referred to as
the "Properties."
The purchase price of the Properties was approximately $10.2
million, plus closing costs of approximately $160,000 (estimated).
The properties are encumbered by a first mortgage loan of
approximately $10,075,000. At closing, the Partnership gave cash
consideration of approximately $125,000 over the mortgage balance
and purchased the properties subject to the mortgage.
Spectrum was purchased from ABR Spectrum, Ltd. ("ABR Spectrum"),
a Florida limited partnership, an unaffiliated party. Plymouth was
purchased from ABR Plymouth Plaza, Ltd. ("ABR Plymouth"), a
Florida limited partnership, an unaffiliated party. ABR Spectrum
and ABR Plymouth are hereinafter collectively referred to as the
"Sellers." There is no material relationship between the Sellers
and the Partnership or any of the Partnership's affiliates, any
general partner, director or officer of the Partnership, or any
associate of any such general partner, director or officer.
The Partnership's source of the funds used in this transaction
consisted of cash proceeds held in the Exchange Escrow from the
sale of The Meadows II Apartments on January 31, 2002. The
existing nonrecourse first mortgage loan of approximately
$10,075,000 encumbers the Properties.
The nonrecourse mortgage loan (the "Note") bears interest on the
outstanding principal balance from July 1, 1997 (the "Date of
Loan") through and including August 1, 2007 (the "Maturity Date")
at the fixed rate of 8.46% per annum. The Note provides for
monthly payments of principal and interest of $87,074.87. The
required loan payments amortize the principal balance over a 293-
month period (24 years, five months). There is a penalty for
prepayment of the loan amount that is currently approximately $2.1
million. The note may be prepaid in full, but not in part, on the
first day of any calendar month, upon 90 days prior notice to
Lender and upon payment in full of all amounts payable under the
loan documents (which will include a prepayment penalty). The
prepayment penalty will consist of the greater of (1) 2% of the
outstanding loan principal balance and (2) an amount computed under
a yield maintenance formula defined in the Note.
The Partnership requested Lender approval prior to closing but was
unable to obtain it due to the Lender's time constraints. The
Lender however did indicate a willingness to work with the
Partnership/affiliates to achieve a satisfactory result. Those
negotiations are ongoing and may include the purchase of the Note
from the Lender by the Partnership and affiliates of the General
Partner.
The Partnership did not pay an acquisition fee to the General
Partner, or any affiliate, in connection with its acquisition of
the Properties (such as real estate commissions, selection fees or
development fees). The Sellers also did not pay a fee to the
General Partner, or any affiliate, in connection with the
transaction. However, the partnership incurred a real estate
commission payable to an unaffiliated broker in the amount of
$150,000.
The Properties were used by the Sellers as commercial office
buildings and the Partnership intends to continue such use.
The foregoing description of the purchase of the Properties does
not purport to be complete and is qualified in its entirety by
reference to the agreements between the parties. The Registrant
will file copies of the agreements as Exhibits to this report as an
amendment to this report as soon as practicable, and in any event
no later than October 15, 2002.
ITEM 7: Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
It is impracticable at this time to provide the required
audited financial information at the time this Form 8-K
is being filed. The Registrant will file the required
financial information as an amendment to this report as
soon as practicable, and in any event no later than
October 15, 2002.
(b) Pro Forma Financial Information
It is impracticable at this time to provide the required
pro forma financial information at the time this Form 8-K
is being filed. The Registrant will file the following
required pro forma financial information as an amendment
to this report as soon as practicable, and in any event
no later than October 15, 2002:
Pro forma condensed balance sheet at December 31, 2001.
Pro forma condensed balance sheet at June 30, 2002.
Pro forma condensed statement of income for the year ended
December 31, 2001.
Pro forma condensed statement of income for the three-month
period ended June 30, 2002.
Notes to pro forma financial information.
(c) Exhibits
The Exhibits required under Item 601 of Regulation S-K
will be filed as an amendment to this report as soon as
practicable, and in any event no later than October 15,
2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Decade Companies Income Properties,
A Limited Partnership
(Registrant)
By: Decade Companies
(General Partner of the Registrant)
Date: August 14, 2002 By: /s/ Jeffrey Keierleber
Jeffrey Keierleber,
Principal Executive Officer and
Principal Financial and
Accounting Officer of the Registrant