UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
DECADE COMPANIES INCOME PROPERTIES-A LIMITED PARTNERSHIP
(Name of the Subject Company (issuer))
DECADE COMPANIES INCOME PROPERTIES-A LIMITED PARTNERSHIP
JEFFREY L. KEIERLEBER
(Name of Filing Persons (Issuer and Offeror))
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 filing persons)
[ X ] 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.
Amount Previously Paid: $285.00
Form or Registration No.: Schedule TO
Filing Party: DCIP and Mr. Keierleber
Date Filed: July 16, 2003
[ ] Check the box if 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.
[ ] 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 Amendment No. 3 to Schedule TO amends the Schedule TO 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. 3 to Schedule TO 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. This
Amendment No. 3 files a letter sent to all Limited Partners relating to the
Offer. The Offerors are concurrently filing with this amended Schedule TO an
amended Schedule 13E-3.
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 TO filed by the Offerors on July 16, 2003 remains in effect.
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" and the Letter of Acceptance is
hereby amended by the information contained in the Supplemental Letter, which is
incorporated herein by reference.
Item 12. Exhibits
(a)(1)(A) Supplemental Letter to Limited Partners Dated August 20, 2003.
(a)(1)(B) Form 10-QSB filed via EDGAR August 14, 2003, incorporated herein by
reference.
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 20, 2003
LETTERHEAD OF DECADE COMPANIES
August 20, 2003
RE: Decade Companies Income Properties
Dear Investor:
We are enclosing with this letter the report of Form 10-QSB for the quarter
ended June 30, 2003.
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 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 (the "Expiration Date"), unless
further extended by the Partnership and Mr. Keierleber.
As of 9:00 a.m., August 18, 2003, 156 Limited Partners have tendered 1,417.76
Interests.
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 the letter dated
August 13, 2003) and this letter and Form 10-QSB for the quarter
ended June 30, 2003. 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) 522-8990.
If you want to accept the Offer, you must complete the Letter of Acceptance and
send it to us before the Expiration Date.
Very truly yours,
/s/ Michael Sweet
Michael Sweet
Partnership Manager
MS/mt
Enclosure