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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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BALCOR REALTY INVESTORS 85--SERIES III,
A REAL ESTATE LIMITED PARTNERSHIP
(Name of Issuer)
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)
MARCH 11, 1996
(Date of Event Which Requires Filing of this Statement)
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 supplements and amends the Statement on Schedule
13D originally filed by FMG Acquisition I, L.L.C. ("FMG") with the Commission
on January 3, 1996 (as supplemented and amended by this Amendment No. 1, the
"Schedule 13D"), relating to limited partnership interests ("Interests") in
Balcor Realty Investors 85--Series III, a Real Estate Limited Partnership, an
Illinois limited partnership (the "Partnership"). The Schedule was originally
filed with the Commission as a combined initial Statement on Schedule 13D and
Final Amendment to a Tender Offer Statement on Schedule 14D-1 filed in
connection with a tender offer for Interests jointly made by Walton Street
Capital Acquisition Co., L.L.C., WIG 85-III Partners ("WIG"), FMG and Insignia
Financial Group, Inc. ("Insignia"), which is the parent company of FMG. The
initial Tender Offer Statement on Schedule 14D-1 relating to that tender offer
was filed with the Commission on November 16, 1995.
The Schedule is hereby supplemented and amended to included the
following:
(a)-(c) FMG owns a 25% general partner interest in WIG, which in turn
owns 3,521.5 (or approximately 6.0%) of the outstanding Interests. FMG has
agreed to transfer its 25% general partner interest in WIG to Metropolitan
Acquisition VII, L.L.C. ("Metropolitan"), which is an affiliate of FMG and
Insignia. On March 11, 1996, Metropolitan commenced a tender offer for up to
17,728 (or approximately 30%) of the outstanding Interests. FMG is not
currently participating in Metropolitan's tender offer, nor does it presently
have any plans to do so in the future.
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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.
Dated: March 11, 1996
FMG ACQUISITION I, L.L.C.
By: /s/ JEFFREY L. GOLDBERG
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Jeffrey L. Goldberg
President
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