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. 1
_______________________
MRI BUSINESS PROPERTIES FUND, LTD. III
(Name of Subject Company)
DEFOREST VENTURES I L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
_______________________
Michael L. Ashner Copy to:
DeForest Capital I Corporation Mark I. Fisher
100 Jericho Quadrangle Rosenman & Colin
Suite 214 575 Madison Avenue
Jericho, New York 11735-2717 New York, New York 10022-2585
(516) 822-0022 (212) 940-8877
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
<PAGE>
CUSIP No. None
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DeForest Ventures I L.P.
I.R.S. I.D. No. 11-3230287
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC; OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
[ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
76 Units
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
9. Percent of Class Represented by Amount in Row (7)
0.1%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated October 17, 1994, filed by
DeForest Ventures I L.P., a Delaware corporation (the"Purchaser"), relating
to the Purchaser's offer to purchase outstanding units of limited
partnership interest of MRI Business Properties Fund, Ltd. III, a California
limited partnership, at $140 per Unit, net to the seller in cash.
Item 1. Security and Subject Company.
Item 1(b) is hereby amended by (i) deleting the number
"51,243" appearing in the third line thereof, and substituting in
its place the number "41,975", (ii) deleting the phrase "(the
"Offer to Purchase")" appearing in the sixth and seventh line
thereof, and (iii) inserting before the period appearing after
the word "respectively" in the ninth line thereof, the phrase ",
as such Offer to Purchase is supplemented and amended by
Supplement No. 1 dated November 15, 1994 ("Supplement No. 1"), a
copy of which is attached hereto as Exhibit (a)(4) (the above
referenced Offer to Purchase, as supplemented and amended by
Supplement No. 1. is referred to herein as, the "Offer to Purchase")".
Item 10. Additional Information.
Item 10(f) is hereby amended by adding after the only
sentence thereof, the following sentence:
"Reference is hereby also made to Supplement No. 1, a copy
of which is attached hereto as Exhibit (a)(4), and which is
incorporated herein in its entirety by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following, which are
attached hereto as exhibits:
(a)(4) Supplement No. 1 to Offer to Purchase dated
November 15, 1994.
(a)(5) Cover Letter, dated November 15, 1994, from
the Purchaser to Unitholders.
(a)(6) Press Release issued November 15, 1994.
<PAGE>
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: November 15, 1994
DEFOREST VENTURES I L.P.
By: DeForest Capital I Corporation,
its General Partner
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: President
<PAGE>
Exhibit Index
Sequentially
Exhibit Description Numbered Page
(a)(4) Supplement No. 1 to Offer to Purchase
dated November 15, 1994........................
(a)(5) Cover Letter, dated November 15, 1994,
from the Purchaser to Unitholders..............
(a)(6) Press Release issued November 15, 1994.........
Supplement
to
Offer to Purchase for Cash
Units of Limited Partnership Interest
of
MRI BUSINESS PROPERTIES FUND, LTD. III
by
DEFOREST VENTURES I L.P.
THE OFFER, WITHDRAWL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 29, 1994, UNLESS EXTENDED.
On October 17, 1994, DeForest Ventures I L.P., a newly-formed
Delaware limited partnership (the "Purchaser"), offered to
purchase up to 51,243 of the outstanding Units of Limited
Partnership Interest (the "Units") of MRI Business Properties
Fund, Ltd. III, a California limited partnership (the "Partnership"),
at a purchase price of $140 per Unit, net to the
seller in cash, without interest, upon the terms and subject to
the conditions set forth in an Offer to Purchase, dated October
17, 1994, and in a related Letter of Transmittal. The Offer to
Purchase is hereby amended and supplemented in the manner set
forth below (the Offer to Purchase, the Letter of Transmittal and
this Supplement together constitute the "Offer").
The number of Units sought pursuant to the Offer has been
decreased to 41,975 Units, representing approximately 38.5% of
the Units outstanding as of October 10, 1994. If more than
41,975 Units are validly tendered and not withdrawn, the
Purchaser will accept for purchase on a pro rata basis 41,975
Units, subject to the terms and conditions of the Offer. As of
November 11, 1994, tenders for 15,916 Units had been received by
the Purchaser. In addition, the Offer has been extended and will
now expire at 12:00 midnight, New York City time, on November 29,
1994, unless further extended.
As a result of the decrease in the number of Units sought
pursuant to the Offer, and decreases in the number of Units
sought in tender offers for other affiliated partnerships, the
maximum aggregate amount of funds which will be obtained from the
debt financing previously disclosed has been reduced from $55
million to approximately $44.5 million. The balance required to
consummate the Offer and the related offers will, as previously
disclosed, be obtained from capital contributions.
As previously disclosed in the Offer, the Purchaser will
have the right to vote each Unit purchased. As a result, the
Purchaser could be in a position to significantly influence all
voting decisions with respect to the Partnership. The Purchaser
had previously agreed, for the benefit of non-tendering
Unitholders, that the Purchaser would vote its Units in
proportion to the votes cast by other Unitholders on matters put
to a vote of Unitholders which proposed to change the fees and
other compensation payable by the Partnership to the General
Partner (as defined in the Offer to Purchase) and any of its
affiliates. In lieu of such agreement, the Purchaser now agrees
to vote its Units against any proposal (including a proposal by
the Purchaser, the General Partner and any affiliates thereof) to
increase the existing fees and other compensation presently
received by the General Partner and any of its affiliates from
the Partnership. In addition, the Purchaser further agrees that
with respect to any other matter proposed by the Purchaser, the
General Partner or any of their affiliates, the Purchaser will
vote its Units in proportion to the votes cast by other
Unitholders. Except for the foregoing, no other limitations are
imposed on the Purchaser's right to vote each Unit purchased,
including any vote on the removal of the General Partner.
On November 2, 1994, Lawrence Whiteside, a limited partner
of Century Properties Fund XIX, commenced an action in the
Superior Court of California, County of San Mateo, against, among
others, the Purchaser, the General Partner and various affiliates
of the Purchaser and the General Partner. The action alleges,
among other things, that the Offer constitutes (a) a breach of
the fiduciary duty owed to the limited partners of the
Partnership, and (b) a breach of, or an inducement to breach, the
provisions of the Partnership Agreement of the Partnership (the
"Partnership Agreement"). The action, which has been brought as
a class action on behalf of limited partners, seeks to enjoin the
Offer as well as monetary damages in an unspecified amount. The
Purchaser believes that the action is without merit. On November
3, 1994, the Superior Court denied plaintiff's motion for a
temporary restraining order with respect to the Offer. A hearing
on a motion for a preliminary injunction is scheduled to be heard
on November 18, 1994.
On November 8, 1994, Sidney Finkel and Bonnie L. Ruben,
limited partners of MRI Business Properties Fund, Ltd. II ("MRI
II") and the Partnership, respectively, commenced an action in
the United States District Court for the Northern District of
Georgia, Atlanta Division, against, among others, the Purchaser,
the General Partner, MRI II, the Partnership and various
affiliates of the Purchaser and the General Partner. The action
alleges, among other things, that the Offer constitutes (a) a
violation of federal securities law, (b) a breach of the
fiduciary duty owed to the limited partners of the Partnership,
and (c) a breach of the provisions of the Partnership Agreement.
The action, which has been brought as a class action on behalf of
limited partners, seeks to enjoin the Offer as well as monetary
damages in an unspecified amount. The Purchaser believes that
the action is without merit.
Except as supplemented and/or amended by this Supplement,
the information set forth in the Offer remains unchanged.
November 15, 1994
DeForest Ventures I L.P.
5665 Northside Drive, N.W., Suite 370
Atlanta Georgia 30328
November 15, 1994
Dear Unitholder:
As you know, on October 17, 1994, DeForest Ventures I
L.P. (the "Purchaser") commenced an offer to purchase
outstanding Units of Limited Partnership Interest ("Units")
of MRI Business Properties Fund, Ltd. III. Enclosed you
will find a Supplement to the Offer to Purchase.
As set forth in the enclosed Supplement, the number of
Units being sought by the Purchaser has been decreased to
approximately 38.5% of the Units outstanding, and the period
during which the offer will remain open has been extended
until 12:00 midnight on November 29, 1994. The enclosed
Supplement also sets forth certain agreements of the
Purchaser with respect to its voting of Units acquired
pursuant to the Offer.
Please review the enclosed Supplement carefully for
more information with respect to the offer to purchase your
Units. For your convenience, we have also enclosed an
additional copy of the Letter of Transmittal relating to the
offer. If you elect to tender your Units and have not
already done so, please mail (using the enclosed pre-
addressed, postage-paid envelope) or telecopy a duly
completed and executed copy of the Letter of Transmittal and
any documents required by the Letter of Transmittal to the
Purchaser at:
DeForest Ventures I L.P.
c/o The Herman Group, Inc.
13760 Noel Rd., Suite 320
Dallas, Texas 75240
Telecopier No. (214) 991-4422 or (214) 991-4432
If you have any questions, please call the Information
Agent, The Herman Group, Inc., at 800-530-4966.
DEFOREST VENTURES I L.P.
November 15, 1994
Atlanta, Georgia
FOR IMMEDIATE RELEASE ....
DeForest Ventures I L.P. has announced that its offers to
purchase outstanding Units of Limited Partnership Interest of
each of the partnerships set forth below have each been extended
and are now each scheduled to expire at 12:00 midnight on
November 29, 1994. The number of Units sought pursuant to the
offers has in each case been decreased to the number of Units set
forth below, in each case representing approximately 38.5% of the
outstanding Units of the applicable partnership. The number of
Units deposited as of November 14, 1994 pursuant to the offers is
also set forth below.
Number of Units
Name of Number of Units Deposited as of
Partnership Sought by DeForest November 14, 1994
Century Properties 13,475 7,189
Fund XII
Century Properties 14,622 10,524
Fund XIII
Century Properties 24,950 15,279
Fund XIV
Century Properties 34,642 22,244
Fund XV
Century Properties 50,050 22,044
Fund XVI
Century Properties 28,875 12,651
Fund XVII
Century Properties 28,875 9,563
Fund XVIII
Century Properties 34,377 10,948
Fund XIX
Century Properties 31,896 8,264
Growth Fund XXII
MRI Business Properties 31,630 12,758
Fund, Ltd.
MRI Business Properties 35,049 15,574
Fund, Ltd. II
MRI Business Properties 41,975 15,916
Fund, Ltd. III
For additional information, contact Sherri Herman of The
Herman Group Inc., the Information Agent for the offers, at
214-991-4400.
