SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 2
DECADE'S MONTHLY INCOME & APPRECIATION FUND -- A LIMITED PARTNERSHIP
(Name of the Issuer)
DECADE'S MONTHLY INCOME & APPRECIATION FUND -- A LIMITED PARTNERSHIP
(Name of Person Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Jeffrey Keierleber
c/o Decade Companies
Decade's Monthly Income & Appreciation Fund--A Limited Partnership
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin 53045-5864
with copies to
Conrad G. Goodkind, Esq.
Quarles & Brady
411 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
(Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications
on Behalf of Person Filing Statement.)
This Statement is filed in connection with (check the appropriate
box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to are preliminary copies:
This Amendment No. 2 to Rule 13e-3 Transaction Statement (the
"Statement") relates to an issuer tender offer by Decade's Monthly
Income & Appreciation Fund -- a Limited Partnership (the "Partnership") to
purchase outstanding limited partnership interests (the "Interests") upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 21, 1995 (including the annexes thereto, the "Offer to Purchase"),
and in the related Letter of Acceptance (which together constitute the
"Offer"), copies of which have already been filed as Exhibits (d)(1) and
(d)(2) hereto, respectively. This Statement is being filed by the
Partnership.
Capitalized terms used in this Statement and not defined herein
shall have the meanings set forth in the Offer to Purchase.
Concurrently with the filing of this Statement, the Partnership is
filing with the Securities and Exchange Commission, an Amendment to the
Schedule 13E-4 Issuer Tender Offer Statement. A copy of the Offer to
Purchase was attached as Exhibit 1 thereto. The information contained
in the Offer to Purchase is incorporated by reference in answer to the
items of this Statement and the Cross Reference Sheet set forth below
shows the location in the Offer to Purchase of the information required
to be included in response to the items of this Statement. The information
contained in the Offer to Purchase, including all exhibits and annexes
thereto, is hereby expressly incorporated by reference and the responses
to each item herein are qualified in their entirety by reference to the
information contained in the Offer to Purchase and the exhibits and annexes
thereto.
CROSS REFERENCE SHEET
(Pursuant to General Instruction to Schedule 13E-3)
Item of Location in Offer to Repurchase Schedule 13E-3
(for incorporation by reference)
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) "The Partnership--Background of the Partnership."
(b) "The Partnership--Background of the Partnership."
(c) "Lack of Market and Distributions."
(d) "Lack of Market and Distributions."
(e) Not Applicable.
(f) Not Applicable.
Item 2. Identity and Background.
This Schedule 13E-3 is being filed only by the Partnership, the issuer of
the class of securities which is the subject of this Rule 13e-3 transaction.
(a)-(d) "The Partnership--Background of the Partnership."
(e)-(f) During the past five years, neither the Partnership nor
any of the persons enumerated in General Instruction C
to Schedule 13E-3 has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 further violation of, or prohibiting
activities subject to, federal or state securities laws
or finding any violation of such laws.
(g) All relevant persons are citizens of the United States of
America.
Item 3. Past Contacts, Transactions or Negotiations.
(a) Not Applicable as the Schedule is being filed by the issuer
alone.
(b) "The Partnership--Interests of Certain Persons in the Offer."
Item 4. Terms of the Transaction.
(a) "The Offer."
(b) "The Offer--Proration Rights."
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) "The Partnership--Certain Effects of the Offer;" "The
Partnership--Conduct of the Partnership After the
Offer."
Item 6. Source and Amount of Funds or Other Consideration.
(a)-(d) "Financing the Offer."
Item 7. Purposes, Alternatives, Reasons and Effects.
(a)-(c) "The Partnership--Background for the Offer."
(d) "The Partnership--Certain Effects of the Offer."
Item 8. Fairness of the Transaction.
(a)-(f) "The Partnership--Determination of the Offer Price."
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) "The Partnership--November 1994 Appraisal of The
Meadows I;" "The Partnership--Opinion of The Valuations
Group."
Item 10. Interest in Securities of the Issuer.
(a)-(b) "Security Ownership."
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
"The Partnership--Interests of Certain Persons in the Offer."
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
(a) "The Partnership--Interests of Certain Persons in the Offer."
(b) "Security Ownership;" "The Offer."
Item 13. Other Provisions of the Transaction.
(a) "The Offer."
(b)-(c) Not Applicable.
Item 14. Financial Information.
(a) "Financial Statements."
(b) "Pro Forma Financial Data."
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) "The Offer;" "Financing the Offer--Estimated Costs and
Fees."
Item 16. Additional Information.
The Offer, the Annex and Exhibits attached hereto.
Item 17. Material to be filed as Exhibits
(a) Not Applicable
Page
Number is
Sequentially
Numbered in
(b) (1) Fairness opinion of The Valuations Group Amendment No.
(attached as Annex B to the Offer to 1 to Schedule
Purchase). *
(2) Appraisal of The Meadows I, Report Letter *
dated November 18, 1994, of T.M. Warner MAI,
SRA (attached as Annex A to the Offer to
Purchase).
(3) Analysis of The Valuations Group forwarded to *
the Partnership supporting fairness opinion.
(4) The Partnership's Cover Letter to Limited *
Partners, with the Offer to Purchase.
(5) Supplemental Letter to Limited Partners.
(6) Cover Letter to Limited Partners, dated
December 7, 1995.
(c) Not Applicable.
(d) (1) Offer To Purchase, dated November 21, 1995. *
(2) Letter of Acceptance. *
(e) Not Applicable.
(f) Not Applicable.
*Previously Filed
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
Dated: December 6, 1995.
DECADE'S MONTHLY INCOME & APPRECIATION
FUND -- A LIMITED PARTNERSHIP
BY: /s/Jeffrey Keierleber
Jeffrey Keierleber, General
Partner of Decade Companies,
General Partner of the Partnership