Exhibit (d)(6)
Cover Letter
November 20, 1996
Decade Companies Income Properties--A Limited Partnership
Supplemental Letter to All Limited Partners
Introduction
As we approach the tender offer expiration date and in
addition to the information set forth in the Offer to Purchase
limited partnership Interests, dated October 24, 1996, and the
Annexes and Exhibits thereto as well as past supplemental
letters, limited partners of Decade Companies Income Properties--
A Limited Partnership ("Partnership") should carefully consider
the following information in deciding whether to tender a limited
partnership interest ("Interest") on the terms and subject to the
conditions set forth in the Offer to Purchase and the related
letter of acceptance and this supplemental letter, which together
constitute the Offer. The Offer, proration period and withdrawal
rights have been extended and will now expire at 12:00 midnight,
Milwaukee time, on Wednesday, November 27, 1996, unless further
extended by the Partnership.
This letter is also designed to answer some of the questions
that limited partners have commonly asked of the Partnership
Manager.
Tender Amount
Please note that the Offer to Purchase is for 8,944
Interests. If more than 8,944 Interests are tendered, the
Partnership will purchase up to 8,944 Interests. If the
Partnership obtains financing to purchase additional Interests,
the Partnership will prepare and disseminate supplemental
materials and, if required, will extend the expiration date
(currently set for November 27, 1996). If more than 8,944
Interests are tendered (or such higher amount as set out in
supplemental material) and the Partnership determines not to, or
is unable to, borrow additional funds, the Partnership will
prorate the tendered Interests as described in the Offer to
Purchase.
Background of the Offer
As previously noted, neither the Partnership nor its General
Partner makes any recommendation as to whether a partner should
tender or refrain from tendering Interests. You must make that
decision after considering all facts. Limited partners who
tender their Interests will receive $402.00 per Interest in cash
subject to proration rights and will no longer share in the risks
associated with achieving earnings or the potential to realize a
greater value for their Interests. On the other hand, limited
partners who do not tender their Interests will acquire a greater
share of the equity, profit and losses of the Partnership. While
there can be no assurances, the General Partner believes that the
current value of the Partnership properties is more likely than
not to increase in the future, provided the Partnership holds the
property for a period of time.
No additional offers on the Partnership's properties have
been received, although the Partnership has received inquiries as
to the properties and continues to evaluate the status of any
inquiry received concerning its properties. In addition, the
Partnership received a fax from an entity suggesting it was
exploring the possibility of presenting an offer higher than the
current tender offer price. No further price was stated and no
further information has been received.
As set forth in the offer to purchase, the General Partner
believes the current value of the Partnership properties is more
likely than not to increase in the future, provided the
Partnership holds the property for a period of time and,
therefore, does not believe that now is the optimal time to sell
the property and liquidate the Partnership. There can be no
assurances, however, of any profit or distribution if a limited
partner decides to hold their Interest. The General Partner
would favor sale of the Partnership's properties if presented
with a favorable offer or upon a clear request by the limited
partners. The General Partner, therefore, cannot state when the
Partnership's properties will be sold.
Conditions of the Offer
The Partnership also amends the Offer and specifically
agrees that the conditions (described in detail on pages 20 and
21 of the Offer to Purchase) shall be satisfied or waived prior
to the expiration date of the Offer (currently scheduled for
November 27, 1996). Therefore, after the expiration date, the
Partnership will purchase up to 8,944 Interests, subject to these
proration rights.
Recent Sale Prices
The Partnership is aware of the following secondary market
transactions in the Partnership Interests from October 1994
through October 1996. Since October 1996, the General Partner is
unaware of any completed transaction, although it has learned
that certain limited partners in early October 1996 have
considered sales below the $402 offer price (such sales were not
consummated and range from $280 to $350 per Interest). The
General Partner or its affiliates were not a party to any of
these transactions.
Number of Purchase Price per
Sale Date Interests Interest
10/11/94 10.00 $301.70
12/22/94 3.00 $368.33
12/26/94 25.00 $380.00
2/20/95 31.40 $127.39
7/3/95 50.00 $410.00
7/3/95 50.00 $410.00
9/17/95 2.50 $450.00
9/20/95 5.00 $360.00
11/1/95 20.00 $400.00
11/11/95 8.00 $700.00
12/4/95 25.00 $380.27
12/4/95 25.00 $380.27
12/16/95 3.00 $383.94
12/17/95 20.00 $345.00
12/22/95 25.00 $355.00
3/2/96 5.00 $338.20
3/26/96 10.00 $360.00
3/28/96 2.26 $271.94
2/26/96 3.00 $311.67
3/26/96 6.06 $344.93
3/28/96 2.50 $300.40
3/28/96 5.00 $340.20
6/25/96 2.00 $400.00
8/15/96 2.04 $280.00
8/28/96 50.00 $350.00
9/10/96 8.80 $300.00
9/17/96 3.00 $339.00
Other Matters
Finally, and as previously noted, an ex-employee has
announced that he intends to solicit consents to remove and
replace the Partnership's General Partner. As previously noted,
we believe this party is acting for his own interests and has not
considered significant issues, including compliance with the
partnership agreement and resolution of contractual agreements
between the Partnership and other parties. The Partnership is
considering all of its rights and what action is appropriate.
Such action could include, among others, litigation against the
ex-employee and his affiliates.
If you have any questions, please contact Mr. Michael G.
Sweet at Decade Companies, Suite 140, 250 Patrick Boulevard,
Brookfield, Wisconsin 53045 (414-792-9200).
Thank you.
Very truly yours,
Michael G. Sweet
Partnership Manager