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. 2
(Final Amendment)
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
_______________________
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)
This Statement also constitutes the Statement on Schedule 13D of
DeForest Ventures I L.P. filed with respect to the Units of Limited
Partnership Interest of MRI Business Properties Fund, a California
Limited partnership, beneficially owned by DeForest Ventures I L.P.
<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
26,502 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)
24.3%
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
This Amendment No. 2 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 up to 41,975
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, upon the terms and
subject to the conditions set forth in the Offer to Purchase.
Item 4. Source and Amount of Funds.
Item 4 is hereby amended to add the following:
The total amount of funds required by the Purchaser to
purchase 26,502 Units purchased pursuant to the Offer, excluding
related fees and expenses, was $3,710,280.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended to add the following:
The Offer by the Purchaser for up to 41,975 outstanding Units
expired at 12:00 midnight, New York City time, on Tuesday, November
29, 1994. Pursuant to the Offer, the Purchaser purchased 26,502
Units, constituting approximately 24.3% of the outstanding Units.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(b)(2) Master Agreement, dated as of November 21,
1994, among DeForest Capital II Corporation,
DeForest Ventures II L.P., NPI-AP Management,
L.P., National Property Investors, Inc. and
Kidder Peabody Mortgage Capital Corporation,
as supplemented by a letter agreement, dated
November 30, 1994, between the signatories to
the Master Agreement and DeForest Ventures I
L.P.
(b)(3) Loan Agreement, dated as of November 30, 1994,
between DeForest Ventures I L.P. and Kidder
Peabody Mortgage Capital Corporation.
<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 30, 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
