<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
-----------------------
BALCOR REALTY INVESTORS 85--SERIES III,
A REAL ESTATE LIMITED PARTNERSHIP
(Name of Subject Company)
METROPOLITAN ACQUISITION VII, L.L.C.
MAP VII ACQUISITION CORPORATION
INSIGNIA FINANCIAL GROUP, INC.
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
-----------------------
JOHN K. LINES, ESQ.
GENERAL COUNSEL AND SECRETARY
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(803) 239-1675
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
-----------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROBERT E. KING, JR., ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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Index to Exhibits Located at Page 8
<PAGE> 2
CUSIP No. None 14D-1/13D Page 2
<TABLE>
<S> <C>
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
METROPOLITAN ACQUISITION VII, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Sources of Funds
WC, AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,098.5
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
10.3% (Based on 59,092 Interests reported as outstanding
as of December 31, 1995)
10. Type of Reporting Person
OO
</TABLE>
<PAGE> 3
CUSIP No. None 14D-1/13D Page 3
<TABLE>
<S> <C>
1. Name of
S.S. or I.R.S. Identification Nos. of Above Persons
MAP VII ACQUISITION CORPORATION
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Sources of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,098.5
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
10.3% (Based on 59,092 Interests reported as outstanding
as of December 31, 1995)
10. Type of Reporting Person
CO
</TABLE>
<PAGE> 4
CUSIP No. None 14D-1/13D Page 4
<TABLE>
<S> <C>
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA FINANCIAL GROUP, INC.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Sources of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,098.5
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
9. Percent of Class Represented by Amount in Row 7
10.3% (Based on 59,092 Interests reported as outstanding
as of December 31, 1995)
10. Type of Reporting Person
CO
</TABLE>
<PAGE> 5
CUSIP No. None 14D-1/13D Page 5
<TABLE>
<S> <C>
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
FMG ACQUISITION I, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
3. SEC Use Only
4. Sources of Funds
NOT APPLICABLE
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,098.5
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
/ /
9. Percent of Class Represented by Amount in Row 7
10.3% (Based on 59,092 Interests reported as outstanding
as of December 31, 1995)
10. Type of Reporting Person
OO
</TABLE>
<PAGE> 6
AMENDMENT NO. 3 TO SCHEDULE 14D-1/AMENDMENT NO.2 TO SCHEDULE 13D
This Statement, which is being filed jointly by Metropolitan Acquisition
VII, L.L.C. (the "Purchaser"), MAP VII Acquisition Corporation ("MAP"),
Insignia Financial Group, Inc. ("Insignia") and FMG Acquisition I, L.L.C.
("FMG"), constitutes (i) the final Amendment to the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on March 11, 1996, as
amended by Amendment No. 1 filed with the Commission on April 2, 1996 and
Amendment No. 2 filed with the Commission on April 9, 1996 (the "Schedule
14D-1"), by the Purchaser, MAP and Insignia relating to the tender offer of the
Purchaser to purchase up to 17,728 of the outstanding limited partnership
interests ("Interests") of Balcor Realty Investors 85--Series III, A Real
Estate Limited Partnership, an Illinois limited partnership (the
"Partnership"), at a purchase price of $225.00 per Interest, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 11, 1996 and the related Assignment of Partnership
Interest (which collectively constitute the "Offer"); (ii) Amendment No. 2 to
the Statement on Schedule 13D relating to the Interests originally filed by
Insignia and FMG with the Commission on January 3, 1996, as supplemented and
amended (with respect to Insignia) by Amendment No. 1 thereto filed by Insignia
with the Commission on March 11, 1996, and as supplemented and amended (with
respect to FMG) by Amendment No. 1 thereto filed by FMG with the Commission on
March 11, 1996; and (iii) the initial Statement on Schedule 13D relating to the
Interests filed by the Purchaser and MAP. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Schedule 14D-1
and the Offer to Purchase.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Friday, April 12, 1996. Based on information provided by the
Depositary, a total of 2,577 Interests, representing approximately 4.4% of the
outstanding Interests, were tendered and not withdrawn pursuant to the Offer.
The Purchaser has accepted all of those Interests for payment pursuant to the
terms of the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(z)(1) Agreement of Joint Filing, dated May 10, 1996, by and among the
Purchaser, MAP, Insignia and FMG.
6
<PAGE> 7
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: May 10, 1996
METROPOLITAN ACQUISITION VII, L.L.C.
By: MAP VII ACQUISITION CORPORATION,
its managing member
By: /s/ JEFFREY L. GOLDBERG
---------------------------------
Jeffrey L. Goldberg
Vice President
MAP VII ACQUISITION CORPORATION
By: /s/ JEFFREY L. GOLDBERG
---------------------------------
Jeffrey L. Goldberg
Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
---------------------------------
Frank M. Garrison
Executive Managing Director
FMG ACQUISITION I, L.L.C.
By: /s/ JEFFREY L. GOLDBERG
---------------------------------
Jeffrey L. Goldberg
President
7
<PAGE> 8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99(z)(1) Agreement of Joint Filing, dated May 10, 1996, by and among the
Purchaser, MAP, Insignia and FMG.
8
<PAGE> 1
AGREEMENT OF JOINT FILING
Metropolitan Acquisition VII, L.L.C., MAP VII Acquisition Corporation,
Insignia Financial Group, Inc. and FMG Acquisition I, L.L.C. hereby agree that
the Statement on Schedule 13D to which this agreement is attached as an
exhibit, as well as all future amendments to such Statement, shall be filed
jointly on behalf of each of them. This agreement is intended to satisfy the
requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended.
Dated: May 10, 1996
METROPOLITAN ACQUISITION VII, L.L.C.
By: MAP VII ACQUISITION CORPORATION,
its managing member
By: /s/ JEFFREY L. GOLDBERG
---------------------------
Jeffrey L. Goldberg
Vice President
MAP VII ACQUISITION CORPORATION
By: /s/ JEFFREY L. GOLDBERG
---------------------------
Jeffrey L. Goldberg
Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
-------------------------
Frank M. Garrison
Executive Managing Director
FMG ACQUISITION I, L.L.C.
By: /s/ JEFFREY L. GOLDBERG
---------------------------
Jeffrey L. Goldberg
President
