UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13-E3/A
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
DECADE COMPANIES INCOME PROPERTIES-A LIMITED PARTNERSHIP
(Name of the Issuer)
DECADE COMPANIES INCOME PROPERTIES-A LIMITED PARTNERSHIP
JEFFREY L. KEIERLEBER
(Name of Persons Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Mr. Michael Sweet
Decade Companies Income Properties
N19 W24130 Riverwood Dr., Suite 100
Waukesha, WI 53188
(262) 522-8990
Copy to:
Conrad G. Goodkind, Esq.
Walter J. Skipper, Esq.
Quarles & Brady LLP
411 East Wisconsin Ave.
Milwaukee, WI 53202
(414) 277-5000
(Name, Address, and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of Persons Filing
Statement)
This statement is filed in connection with (check the appropriate
box):
[ ] The filing of solicitation materials or an information
statement subject to Regulation (Section Section 240.14a-1 through
240.14b-2), Regulation 14C (Section Section 240.14c-1 through 240.14c-
101) or 13e-3(c) (Section 240.13e-3(c)) under the Securities
Exchange Act of 1934 ("the Act").
[ ] The filing of a registration statement under the
Securities Act of 1933.
[ X ] A tender offer.
[ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [ ]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [ ]
SCHEDULE 13E-3
This Amendment No. 2 to Schedule 13E-3 amends the Schedule 13E-3
originally filed 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"). (Keierleber and the Partnership are collectively
referred to as "Offerors".) This Amendment No. 2 to Schedule 13E-3
relates to the tender offer by the Partnership and Keierleber to
purchase, in aggregate, up to 3,500 Limited Partnership Interests
(the "Interests"), at a price of $910.00 per Interest, upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated July 15, 2003 (the "Offer to Purchase") and in the
related Letter of Acceptance (which together constitute the
"Offer"). The Offerors agree to be individually responsible for
the Offer. A supplemental letter dated August 13, 2003, which
extends the Offer, proration period, and period for exercising
withdrawal rights ("Supplemental Letter"), will be sent to all
Limited Partners of the Partnership. The Supplemental Letter is
filed as an exhibit to this Amendment No. 2 to Schedule 13E-3. The
Offerors are concurrently filing with this amended Schedule 13E-3
an amended Schedule TO.
The Offer is subject to the terms and conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal, as
amended or supplemented by Amendment No. 1 and Amendment No. 2
thereto. Except as amended hereby, the Schedule 13E-3 filed by
the Partnership and Keierleber on July 16, 2003 remains in
effect.
The Schedule 13E-3 is hereby supplemented and amended as follows:
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
the Purchase Price," "The Offer-Certain Conditions of the Offer"
and "The Offer-Extension of Tender Period; Termination;
Amendments"is hereby amended by the information contained in the
Supplemental Letter, which is incorporated herein by reference.
Furthermore, the Offerors want to make clear that while the Offer
is being made separately, each of the Partnership and Mr.
Keierleber agree to be individually liable for the Offer.
Finally, the Offerors want to make clear that they believe
deregistering the Interests under the Securities Exchange Act and
avoiding many of the provisions of the Sarbanes-Oxley Act is
expected to reduce administrative costs. The Partnership
estimates that complying with the Sarbanes-Oxley Act will
increase legal, accounting, printing, and other professional
expenses by $100,000 a year and that such increase may be avoided
by deregistering the Interests.
Item 16. Exhibits
(a)(1)(A) Supplemental Letter to Limited Partners Dated August
13, 2003.
(a)(1)(B) Transmittal Letter to Limited Partners Dated August 8,
2003.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
DECADE COMPANIES,
GENERAL PARTNER,
DECADE COMPANIES INCOME
PROPERTIES
/s/ Jeffrey L. Keierleber
Jeffrey L. Keierleber,
General Partner,
Decade Companies
/s/ Jeffrey L. Keierleber
Jeffrey L. Keierleber
Date: August 13, 2003
Decade Companies Income Properties A Limited Partnership
Supplemental Letter to All Limited Partners
DECADE COMPANIES LETTERHEAD
August 13, 2003
RE: Decade Companies Income Properties
Dear Limited Partner:
As you know, Decade Companies Income Properties A Limited
Partnership (the "Partnership") and Jeffrey Keierleber, pursuant to
the terms and subject to the conditions contained in the Offer to
Purchase dated July 15, 2003, and related Letter of Transmittal and
all the amendments and exhibits thereto, have made an offer to
purchase in the aggregate up to 3,500 Interests of the Partnership
at a purchase price of $910.00 per Interest (the "Offer"). The
Partnership and Mr. Keierleber have now extended the Offer. The
Offer, proration period, and withdrawal rights set forth in the
Offer to Purchase and related documents will now expire at 12:00
midnight, Milwaukee time, on Friday, August 29, 2003, unless
further extended by the Partnership or Mr. Keierleber.
The Partnership and Mr. Keierleber decided to extend the Offer
because they want to provide additional time for the limited
partners to review the terms and conditions of the Offer and to
provide all limited partners who wish to do so the opportunity to
tender their Interests pursuant to the Offer. In addition, the
Offer has been extended because while the Partnership has met its
goal, as further described and set forth in the Offer to Purchase
and related documents, to reduce the number of limited partners of
the Partnership to fewer than 300, it still wanted to allow limited
partners additional time. As of 9:00 a.m., August 13, 2003, 130
Limited Partners have tendered 1,207.05 Interests.
Furthermore, the Offerors want to make clear that while the Offer
is being made separately, each of the Partnership and Mr.
Keierleber agree to be individually liable for the Offer.
Finally, the Offerors want to make clear that they believe
deregistering the Interests under the Securities Exchange Act and
avoiding many of the provisions of the Sarbanes-Oxley Act is
expected to reduce administrative costs. The Partnership estimates
that complying with the Sarbanes-Oxley Act will increase legal,
accounting, printing, and other professional expenses by $100,000
a year and that such increase may be avoided by deregistering the
Interests. The Partnership will still have an annual audit and
will update limited partners on its results.
Neither the Partnership nor Mr. Keierleber make any recommendation
as to whether any limited partner should tender or refrain from
tendering Partnership Interests pursuant to the Offer. All limited
partners are urged to review carefully the terms of the Offer,
which are set forth in the Offer to Purchase and all amendments and
exhibits thereto (including the Amendment No. 1 sent on August 8,
2003) and this letter. If you have any questions, you may contact
Michael G. Sweet at Decade Companies Income Properties A Limited
Partnership, N19 W24130 Riverwood Dr., Suite 100, Waukesha,
Wisconsin 53188, or by telephone at (262) 522-8900.
Very truly yours,
/s/ Michael Sweet
Michael Sweet
Partnership Manager
DECADE COMPANIES LETTERHEAD
August 8, 2003
Re: Decade Companies Income Properties
Offer to Purchase Limited Partnership Interests
Amendment No. 1
Dear Investor:
Enclosed with this letter is Amendment No. 1 to the Offer to
purchase your Interests for cash consideration of $910 per
Interest. The Amendment includes important information that you
should consider.
The Offer to Purchase your Interests expires at 12:00 midnight,
Milwaukee, Wisconsin time of Wednesday, August 13, 2003 (unless
otherwise extended by the Offerors). If you have not already
accepted the Offer, and wish to do so, you must sign and timely
return the Letter of Acceptance that was included with the Offer to
Purchase.
If desired, our fax machine (262-522-8999) will be available to
receive your Letter of Acceptance after office hours through 12:00
midnight, Milwaukee, Wisconsin time on Wednesday, August 13, 2003.
If you have already returned the Letter of Acceptance, no further
action is required on your part. As noted in the Amendment, the
Offerors intend to promptly pay for all Interests tendered in the
Offer upon the Expiration Date.
The results of the Offer through August 8, 2003 were as follows:
Number of Number of
Interests Partners
Limited Partners
Tendering 886.06 81
Not tendering or
no response 2,681.13 337
Subtotal 3,567.19 418
Owned directly and
beneficially by
Mr. Keierleber 6,694.32 4
Total 10,261.51 422
If you need another copy of the Offer to Purchase or the Letter of
Acceptance, please call me at (262) 522-8990.
Very truly yours,
/s/ Michael Sweet
Michael Sweet, Partnership Manager
MS/Enclosure
CORRESPONDENCE
Letterhead of Quarles & Brady
August 13, 2003
VIA TELECOPY AND EDGAR
Julia Griffith, Esq.
Special Counsel, Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
Re: Decade Companies Income Properties A
Limited Partnership
Schedule TO-I
Schedule 13E-3
Amendment No. 1
File No. 005-47179
Filed August 8, 2003
Dear Ms. Griffith:
This letter in written in response to your letter dated August
12, 2003.
Each of the comments is addressed in the order you presented.
Schedule TO
1. We note your response to comment number
one. Please revise your document to clarify that, since Mr.
Keierleber and DCIP are both filing persons for purposes of
Schedule TO and Schedule 13E-3, they are individually liable for
the offer.
Response 1: In accordance with our discussion, we have added
to the Schedule TO, the Schedule 13E-3 and the letter being sent to
all limited partners the fact that each Offeror is individually
liable for the Offer.
2. We note your response to comment nine, and
we are aware of the GAO reports
you reference in your response. However, your reference to the
aggregate expected cost to all
registered corporations does not support your assertion that the
costs for the limited partnership will increase materially. Please
revise.
Response 2: In accordance with our discussion, we have also
noted that and attempted to quantify the costs. We have added this
to the Schedule TO, the Schedule 13E-3, and also to the letter
being sent to all limited partners.
Very truly yours,
QUARLES & BRADY LLP
/s/ Walter J. Skipper
Walter J. Skipper
WJS:cls
Enclosures
cc: Mr. Michael G. Sweet