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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Medical Graphics Corporation
_____________________________________________________
(Name of Issuer)
Common Stock, $ .05 Par Value
______________________________________________________
(Title of Class of Securities)
584907108
____________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement | |. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of the cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 12 Pages
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CUSIP No. 584907109 13G Page 2 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Special Situations Fund III, L.P. ("The Fund")
F13-3737427
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER 258,900
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 258,900
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
258,900
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2
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(12) TYPE OF REPORTING PERSON*
IV
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CUSIP No. 584907109 13G Page 3 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGP Advisers Limited Partnership ("MGP)
F13-3263120
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 258,900
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
258,900
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2
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(12) TYPE OF REPORTING PERSON*
IA
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CUSIP No. 584907109 13G Page 4 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AWM Investment Company, Inc. ("AWM")
11-2086452
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER 104,700
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 363,600
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
363,600
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3
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(12) TYPE OF REPORTING PERSON*
IA
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CUSIP No. 584907109 13G Page 5 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Austin W. Marxe
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER 104,700
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 258,900
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 363,600
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
363,600
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3
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(12) TYPE OF REPORTING PERSON*
IN
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Page 6 of 12 Pages
Item 1.
(a) NAME OF ISSUER: Medical Graphics Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
350 Oak Grove Parkway, ST. Paul, MN 55127
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND PLACE
OF ORGANIZATION: This statement is filed on behalf of (i) Special Situations
Fund III, L.P., a Delaware limited partnership (the "Fund"), (ii) MGP Advisers
Limited Partnership, a Delaware Limited Partnership ("MGP"), (iii) AWM
Investment Company, Inc., a Delaware corporation ("AWM") and (iv) Austin W.
Marxe. Each of the foregoing is hereinafter individually referred to as a
"Reporting Person" and collectively as the "Reporting Persons." The principal
office and business address of the Reporting Persons is 153 East 53 Street, New
York, New York 10022. The busines of the Fund is to acquire, purchase, invest
in, sell, convey, transfer, exchange and otherwise trade in principally equity
and equity related securities. MGP is a general partner of and investment
adviser to the Fund. MGP is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. The principal business of MGP is
to act as a general partner of and investment adviser to the Fund. AWM, a
Delaware corporation primarily owned by Austin Marxe, serves as the sole
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Page 7 of 12 Pages
general partner of MGP. AWM is a registered investment adviser under the
Investment Advisers Act of 1940 and also serves as the investment adviser to,
and general partner of, Special Situations Cayman Fund, L.P., a limited
partnership formed under the laws of the Cayman Islands (the "Cayman Fund").
Austin W. Marxe is also the principal limited partner of MGP and is the
President and Chief Executive Officer of AWM. Mr. Marxe is principally
responsible for the selection, acquisition and disposition of the portfolio
securities by AWM on behalf of MGP, the Fund and the Cayman Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act
(d) (x) Investment Company registered under section 8 of the Investment
Company Act
(e) (x) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income
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Page 8 of 12 Pages
Security Act of 1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with $240.13d
-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 363,600 shares of Common Stock are beneficially
owned by Austin W. Marxe and AWM; of which 258,900 shares are owned by the
Fund and 104,700 shares are owned by the Cayman Fund. 258,900 shares of
Common Stock are beneficially owned by the Fund and MGP.
(b) PERCENT OF CLASS: 14.3 percent of the Common Stock are beneficially owned
by Austin Marxe and AWM. 10.2 percent of the Common Stock are
beneficially owned by MGP and the Fund.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR DISPOSE
OF SECURITIES: The Fund has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all securities reported
hereby which are beneficially owned by the Fund. MGP has the sole power to
dispose or to direct the disposition of all securities reported hereby
which are beneficially owned by MGP. AWM has the the sole power to vote or
to direct the vote of securities reported hereby which are beneficially
owned by AWM by virtue of it being the
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Page 9 of 12 Pages
Investment Adviser to the Special Situations Cayman Fund, L.P.. AWM has
the sole power to dispose or to direct the disposition of all securites
reported hereby which are beneficially owned by AWM. Austin Marxe has the
sole power to vote or to direct the vote of securities reported hereby
which are beneficially owned by Austin Marxe by virtue of being the primary
owner of and President and Chief Executive Officer of AWM. Austin W. Marxe
has shared power to vote or to direct the vote of all shares beneficially
owned by Austin Marxe by virtue of being an Individual General Partner of
the Fund. Austin W. Marxe has the sole power to dispose or to direct the
disposition of all securities reported hereby which are beneficially owned
by Austin Marxe.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is
being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more that five percent of the class of
securities, check the following .
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The
Fund and the Cayman Fund as owners of the securities in question, have the right
to receive any dividends from, or proceeds from the sale of, such securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT
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Page 10 of 12 Pages
HOLDING COMPANY: See Exhibit A attached hereto.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION:
Each of the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
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Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: 7/31/96
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SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
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Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
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AUSTIN W. MARXE
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Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons. AWM
is the sole general partner of MGP, a registered investment adviser under the
Investment Advisers Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the general partner of,
and investment adviser to, the Cayman Fund. Austin W. Marxe is the principal
owner and President of AWM.
