<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 1
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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>
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed with the Commission on June 2,
1995 (the "Schedule 14D-1"), by DeForest Ventures I L.P., a
Delaware limited partnership (the "Purchaser"), relating to the
Purchaser's offer to purchase up to 26,921 outstanding Units of
Limited Partnership Interest of MRI Business Properties Fund, Ltd.
III, a California limited partnership, at $154.10 per Unit, upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 2, 1995 (the "Offer to Purchase") and related
Letter of Transmittal. Terms not otherwise defined herein shall
have the meanings ascribed to them in the Schedule 14D-1 and the
Offer to Purchase.
Item 1. Security and Subject Company.
(c) The information set forth in the Supplement to the
Offer to Purchase in Section 13. "Background of the Offer," is
incorporated herein by reference.
Item 3. Past Contracts, Transactions or Negotiations with the
Subject Company.
(a)-(b) The information set forth in the Supplement to the
Offer to Purchase under "INTRODUCTION" and in Section 13.
"Background of the Offer," is incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
(a)-(b) The information set forth in the Supplement to the
Offer to Purchase in Section 13. "Background of the Offer," is
incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
(a) The information set forth in the Supplement to the
Offer to Purchase under "INTRODUCTION" is incorporated herein by
reference.
Item 10. Additional Information.
(f) The information set forth in the Supplement to the
Offer to Purchase, a copy of which is filed as Exhibit (a)(4)
hereto, is incorporated herein in its entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(4) Supplement to the Offer to Purchase, dated June 19,
1995.
(z)(1) Amended Stipulation of Settlement relating to the
action entitled "In Re DeForest Tender Offer
Securities Litigation" entered in the United States
District Court for the Northern District of Georgia,
Atlanta Division.
<PAGE>
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: June 19, 1995
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 No. Numbered Page
- ----------- -------------
(a)(4) Supplement to the Offer to Purchase,
dated June 19, 1995.
(z)(1) Amended Stipulation of Settlement relating *
to the action entitled "In Re DeForest
Tender Offer Securities Litigation" entered
in the United States District Court for the
Northern District of Georgia, Atlanta Division.
* Incorporated by reference to Amendment No. 1 to Schedule 14D-1
filed by DeForest Ventures II L.P. ("Ventures II") on June 19, 1995
in respect of Ventures II's offer to purchase Units of Limited
Partnership Interest of National Property Investors II.
<PAGE>
Exhibit 99.(a)(4)
Supplement
to
Offer to Purchase
Up to 26,921 Units of Limited Partnership Interest
of
MRI BUSINESS PROPERTIES FUND, LTD. III
for
$154.10 Per Unit
by
DEFOREST VENTURES I L.P.
THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JUNE 30, 1995, UNLESS EXTENDED.
The Purchaser hereby supplements and amends its offer to purchase up to
26,921 of the outstanding Units of Limited Partnership Interest of MRI Business
Properties Fund, Ltd. III, a California limited partnership for $154.10 per
Unit, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated June 2, 1995, in this Supplement and in the related Letter of
Transmittal as each may be supplemented or amended from time to time.
Capitalized terms used in the Offer to Purchase and this Supplement shall have
the meanings ascribed to them in the Glossary contained in this Supplement. BY
EXECUTING A LETTER OF TRANSMITTAL, A UNITHOLDER WHO HAS PREVIOUSLY REQUESTED
EXCLUSION FROM THE SETTLEMENT WILL BE DEEMED TO HAVE REVOKED SUCH REQUEST AND
THEREUPON BE BOUND BY THE SETTLEMENT AND ALL ORDERS AND FINAL JUDGMENTS RENDERED
IN THE ACTION.
Limited Partners are urged to consider the following factors:
o THE PARTNERSHIP IS RECOMMENDING THAT, FOR THE FOLLOWING
REASONS, UNITHOLDERS NOT TENDER THEIR UNITS. As described in
Section 9 of the Offer to Purchase, the Partnership has
entered into a contract for the sale of one of its
properties. It is anticipated that, if the sale of the
property closes on the terms set forth in Section 9 of the
Offer to Purchase, the Partnership would distribute in
excess of $175 per Unit to Unitholders from the net proceeds
of such sale. Such amount is greater than the $154.10 per
Unit Cash Consideration which will be paid to Unitholders
who tender their Units pursuant to the Offer. Unitholders
who tender their Units will not be entitled to receive any
distributions from the Partnership.
o The Offer is being made pursuant to the terms of the
Settlement of the Action which were described in the Offer to
Purchase. The Cash Consideration to be paid for each Unit
tendered was determined as part of the negotiations conducted
in connection with the Settlement. In establishing the Cash
Consideration, the Purchaser, an affiliate of the General
Partner, was motivated to set the lowest price for the Units
which may conflict with Unitholders receiving a higher price
for the Units.
o The Derived Value of the Partnership's assets as of March 31,
1995 estimated by the Purchaser, an affiliate of the General
Partner, and disclosed in the Offer to Purchase was $267 per
Unit and the equity value of the Partnership as of June 30,
1994 estimated by an independent third party and also
disclosed in the Offer to Purchase was $299 per Unit.
<PAGE>
o The General Partner and the Purchaser are affiliates and,
accordingly, have conflicts of interest with respect to the
Offer. These include certain conflicts resulting from the
terms of the Amended DeForest Loan which was obtained by the
Purchaser to finance the Offer. As a result, a conflict of
interest may exist for the General Partner in determining
whether to sell and/or refinance the Partnership's properties
and whether to distribute the proceeds of any such sale or
refinancing (See "Section 10. Conflicts of Interest and
Transactions with Affiliates" in the Offer to Purchase for a
more detailed explanation of this conflict.)
o As a result of the Original Tender Offers, the Purchaser, an
affiliate of the General Partner, is in a position to
significantly influence all Partnership decisions on which
Unitholders may vote. Consummation of the Offer may further
enhance such voting influence. (See "Section 7. Effects of
the Offer" in the Offer to Purchase for additional information
on limitations on the Purchaser's right to vote its Units.)
o Consummation of the Offer may limit the ability of Unitholders
to dispose of Units in the secondary market during the twelve
month period following completion of the Offer. (See "Section
7. Effects of the Offer" in the Offer to Purchase.)
o Unitholders who tender their Units will be giving up the
opportunity to participate in any future potential benefits
represented by the ownership of such Units such as potential
future distributions, including distributions resulting from
the potential property sale discussed in Section 9 of the
Offer to Purchase.
INTRODUCTION
The "Introduction" to the Offer to Purchase is hereby supplemented and
amended as follows:
The Offer is being made pursuant to the terms of the Settlement
Agreement. Pursuant to the Settlement Agreement, Unitholders who tender their
Units will receive the Cash Consideration of $154.10 per Unit and may also be
entitled to receive the Residual Settlement Premium. The per Unit amount of the
Residual Settlement Premium, which is not expected to be material, is dependent
on the amount of attorney's fees awarded by the Court following expiration of
the Offer and will be determined in accordance with the terms of the Settlement
Agreement. The Residual Settlement Premium will range from a minimum of zero to
a maximum of approximately $6.59 per Unit if no attorney's fees are awarded.
If the Court awards the attorney's fees which have been requested, the maximum
Residual Settlement Premium will be approximately $1.34 per Unit. The Residual
Settlement Premium will be paid promptly after the Court's award of attorney's
fee which is expected to occur as soon as practicable following the expiration
of the Offer. (See "THE TENDER OFFER - Section 13. Background of the Offer".)
THE TENDER OFFER
Section 6. Certain Federal Income Tax Consequences.
Section 6 of the Offer to Purchase is hereby supplemented to include
the following:
Potential Recharacterization of Loan. If the Loans are recharacterized
for tax purposes as current sales, then all Units tendered would be treated as
having been sold in 1995. Such recharacterization would require tendering
Unitholders to recognize gain or loss in 1995 with respect to all of their Units
tendered pursuant to the Offer but also might enable such Unitholders to deduct
their remaining suspended passive activity losses (if any) from the Partnership
in 1995. Such recharacterization also would result in a termination of the
Partnership for federal income tax purposes on the date the Loans are made.
Following a tax termination, the Partnership and, therefore, non-tendering
Unitholders, would report lower depreciation deductions for the balance of 1995
and for a period of years thereafter than they otherwise would. Non-tendering
Unitholders also may report slightly greater ordinary income (if any) on a
future sale of their Units, depending on the timing and other circumstances of
such sale, than they otherwise would absent a tax termination of the
Partnership. Finally, a tax
2
<PAGE>
termination of the Partnership would cause the Partnership to have two taxable
years within calendar year 1995, which could result in a "bunching" of income
for Unitholders (who are not individuals) whose taxable year is not the calendar
year.
Section 9. Certain information Concerning the Partnership.
Section 9 of the Offer to Purchase is hereby supplemented and amended
as follows:
The original anticipated holding period of the Partnership's properties
was five to ten years following the acquisition of a property. Currently,
properties in the Partnership's portfolio have been held for varying periods
ranging from approximately 8 to 9 years.
Description of the Properties. A description of the hotel properties in which
the Partnership has an ownership interest is as follows:
Date of
Name and Location(1) Purchase Rooms
- -------------------- -------- -----
Holiday Inn Crowne Plaza(2) 03/86 492
4355 Ashford-Dunwoody Rd.
Atlanta, Georgia
Embassy Suites - Tempe Hotel 12/86 224
4400 South Rural Road
Tempe, Arizona
Residence Inn - Orlando 09/87 176
7610 Canada Ave.
Orlando, Florida
Residence Inn - Sacramento 09/87 176
1530 Howe Ave.
Sacramento, California
- ---------------------------
(1) All properties are owned in fee by either the Partnership or, in the
case of Holiday Inn Crowne Plaza, by a joint venture.
(2) The Partnership and an affiliated partnership, MRI Business Properties
Fund, Ltd. II, own equal interests in a joint venture which has a
50 percent interest in this property.
Accumulated Depreciation Schedule.
Set forth below is a table showing the gross carrying value, accumulated
depreciation and federal tax basis of each of the Partnership's properties as of
September 30, 1994.
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Provision Federal
Property Value Depreciation for Impairment Rate Method Tax Basis
-------- -------- ------------ -------------- ---- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Embassy Suites--Tempe $17,744,000 $ 6,829,000 -- 5-30 years S/L $ 9,397,000
Residence Inn--Orlando 15,372,000 4,472,000 -- 5-39 years S/L 11,029,000
Residence Inn--Sacramento 15,236,000 4,131,000 -- 5-30 years S/L 11,148,000
Holiday Inn--Atlanta 15,724,500(1) 4,083,750(1) 2,990,500(1) 5-40 years S/L 9,718,000(1)
----------- ----------- --------- -----------
Total $64,076,500 $19,515,750 2,990,500 $41,292,000
=========== =========== ========= ===========
</TABLE>
- -----------------------
(1) Represents 25% interest.
3
<PAGE>
Schedule of Mortgages.
<TABLE>
<CAPTION>
Principal Principal
Balance at Interest Period Maturity Balance Due
Property September 30, 1994 Rate Amortized Date At Maturity
-------- ------------------ -------- --------- -------- -----------
<S> <C> <C> <C> <C> <C>
Residence Inn--Orlando
First Mortgage $ 8,027,000 6.50% 25 yrs 9/97 $ 7,569,000
Residence Inn--Sacramento
First Mortgage 7,758,000 6.11%(1) (1) 10/97 7,301,000(1)
Capital Lease 6,000 6.2% 3 yrs 8/95 0
Holiday Inn--Atlanta
First Mortgage $ 8,500,000(2) 9.375% - 7/01/95 8,500,000(2)
----------- -----------
Total $24,291,000 $23,370,000
=========== ===========
</TABLE>
(1) Variable Rate--Interest Rate fluctuates monthly. Pay rate is approximately
$51,000 per month. Principal balance at maturity is projected.
(2) Represents 25% of Mortgage.
Occupancy and Room Rate Summary.
For the Fiscal Years Ended September 30, 1994, 1993 and 1992
Average Average
Occupancy Rate (%) Daily Room Rate ($)
----------------- -------------------
1994 1993 1992 1994 1993 1992
---- ---- ---- ---- ---- ----
Hotels:
Holiday Inn Crowne Plaza 74 68 64 88.32 82.55 78.79
Embassy Suites - Tempe Hotel 84 80 75 80.27 75.69 72.93
Residence Inn - Orlando 72 74 72 79.45 76.84 77.04
Residence Inn - Sacramento 84 80 79 79.10 77.47 77.61
4
<PAGE>
Selected Financial Data.
The following represents selected financial data for the Partnership
for the fiscal years ended September 30, 1994, 1993, 1992, 1991 and 1990 and the
six months ended March 31, 1995 and 1994. The data should be read in
conjunction with the consolidated financial statements included elsewhere
herein. This data is not covered by the independent auditors' report.
<TABLE>
<CAPTION>
Six Months For the Fiscal Year Ended
Ended March 31 September 30
------------------- --------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(Amounts in thousands expect per unit data)
<S> <C> <C> <C> <C> <C> <C> <C>
Total Revenues $ 8,028 $ 18,090 $ 25,198 $ 33,900 $ 33,894 $ 37,356 $ 45,196
Income (Loss) Before Minority
Interest in Joint Ventures'
Operations $ 1,577 $ 3,779 $ 4,440 $ (971) $(17,534) $ (10,140) $ (24,614)
Minority Interest in Joint
Ventures' Operations - (404) (404) 28 651 (236) 626
Net Income (Loss) $ 1,577 $ 3,375 $ 4,036 $ (943) $(16,883) $ (10,376) $ (23,988)
Net Income (Loss) Per Limited
Partnership Assignee Unit $ 14 $ 30 $ 36 $ (8) $ (152) $ (93) $ (216)
Total Assets $39,078 $ 44,704 $ 37,756 $ 77,611 $ 77,690 $ 123,151 $ 135,769
Long Term Obligations:
Notes payable $15,653 $ 22,946 $ 15,791 $ 51,799 $ 51,220 $ 67,582 $ 67,712
Note payable to affiliate of
joint venture partner -- -- -- 2,500 2,500 2,500 2,500
------- -------- -------- -------- -------- --------- ---------
Total $15,653 $ 22,946 $ 15,791 $ 51,799 $ 53,720 $ 70,083 $ 70,212
======= ======== ======== ======== ======== ========= =========
Cash Distributions Per Limited
Partnership Assignee Unit (actual amount
based on date of admission
to partnership) $ - $ - $ - $ - $ - $ - $ 15
======= ======== ======== ======== ======== ========= =========
</TABLE>
Section 13. Background of the Offer.
Section 13 of the Offer to Purchase is hereby supplemented to include the
following:
As disclosed in the Offer to Purchase, and except as set forth in Section 9
of the Offer to Purchase, neither the General Partner nor the Purchaser has any
present plans or intentions with respect to the sale of the Partnership's
property or the liquidation of the Partnership. However, holders of a majority
of outstanding Units have the right to replace the General Partner and thereby
influence the timing of a sale or liquidation.
The Cash Consideration was established as part of the Settlement as a result
of arm's length negotiations between the parties in the various litigations
described in the Offer to Purchase.
The equity analysis of the Partnership as of June 30, 1994 referred to in
Section 13 of the Offer to Purchase was conducted by Victor Capital Group. Such
analysis utilized a methodology similar to that employed by the Purchaser in
estimating the Derived Value and employed a capitalization rate of 10.5%.
5
<PAGE>
GLOSSARY
Action: The class action litigation entitled In Re DeForest Tender Offer
Securities Litigation (Civil Action No. 1:94-CV-2983-JEC) filed in the Court.
Amended DeForest Loan: The Original DeForest Loan, as amended in connection
with consummation of the Settlement Tender Offers
Amended NPI Loan: The Original NPI Loan as amended in connection with the
Settlement Tender Offers
Amended Loan Agreement: The Original Loan Agreement, as amended on May 8, 1995,
to provide for the amendments to the Original Loans
Amended Loans: The Amended DeForest Loan and the Amended NPI Loan
Apollo: Apollo Real Estate Advisors, L.P.
Attributed Net Value: The purchase price actually paid by the Purchaser or
DeForest II for Tendered Units of each of the Subject Partnerships multiplied by
the number of Tendered Units actually acquired at such price
Business Day: Any day other than Saturday, Sunday or a federal holiday, and
consists of the time period from 12:01 a.m. through 12:00 Midnight, New York
City time
Cap Rate: The capitalization rate used in calculating the Derived Value
Cash Consideration: The amount of cash paid to each Unitholder for each Unit
tendered upon consummation of the Offer
Code: The Internal Revenue Code of 1986, as amended
Commission: The Securities and Exchange Commission
Court: The United States District Court for the Northern District of Georgia,
Atlanta Division
DeForest Capital: DeForest Capital I Corporation, the general partner of the
Purchaser
DeForest II: DeForest Ventures II L.P., a Delaware limited partnership and an
affiliate of the Purchaser
Derived Value: The Purchaser's estimated net value of the Partnership's assets,
as determined in Section 13 of the Offer to Purchase
EBIDA: Earnings before interest, depreciation and amortization
Eligible Institution: A member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., a
commercial bank, savings bank, credit union, savings and loan association or
trust company having an office, branch or agency in the United States
Exchange Act: Securities Exchange Act of 1934, as amended
Expiration Date: 12:00 Midnight, New York City Time on June 30, 1995, unless
and as extended.
FCMC: Fox Capital Management Corporation
Fox Partnerships: Century Properties Fund XII; Century Properties Fund XIII;
Century Properties Fund XIV; Century Properties Fund XV; Century Properties Fund
XVI; Century Properties Fund XVII; Century Properties Fund XVIII; Century
Properties Fund XIX; Century Properties Growth Fund XXII; MRI Business
Properties Fund, Ltd.; MRI Business Properties Fund, Ltd. II; and MRI Business
Properties Fund, Ltd. III
6
<PAGE>
FRI: Fox Realty Investors
General Partner: Montgomery Realty Company-85 and MRI Associates, Ltd. III
Kidder: Kidder Peabody Mortgage Capital Corporation
Lender: PaineWebber Real Estate Securities Inc., the successor in interest to
Kidder
Loan: A non-recourse loan to be extended to tendering Unitholders if Units in
excess of the Transfer Limitation are tendered
Loan Proceeds: The proceeds of a Loan
NPI: National Property Investors, Inc.,
NPI-AP Management: NPI-AP Management, L.P
NPI Equity: NPI Equity Investments II, Inc.
NPI Partnerships: National Property Investors II; National Property Investors
III; National Property Investors 4; National Property Investors 5; National
Property Investors 6; National Property Investors 7; and National Property
Investors 8
NPI Realty: NPI Realty Advisors, Inc.
Offer: The Offer to Purchase, the Supplement thereto dated June __, 1995, and
the related Letter of Transmittal, as each may be supplemented or amended from
time to time
Offer to Purchase: The Offer of the Purchaser, dated June 2, 1995, to purchase
up to 26,921 Units
Order: The Court order entered on May 19, 1995 determining, among other things,
that the terms of the Settlement were fair, reasonable and adequate, and
dismissing the Action with prejudice
Original DeForest Loan: The loan obtained by the Purchaser in connection with
consummation of the Original Tender Offers in the principal amount of
$21,223,690
Original NPI Loan: The loan obtained by DeForest II in connection with the
consummation of the Original Tender Offers, in the principal amount of
$13,250,690
Original Fox Tender Offers: The Original Tender Offers for units of limited
partnership interest in the Fox Partnerships, commenced by DeForest I on October
17, 1994
Original Loan Agreement: The agreement governing the Original Loans
Original Loans: The Original DeForest Loan and the Original Fox Loan
Original NPI Tender Offers: The Original Tender Offers for units of limited
partnership interest in the NPI Partnerships, commenced by the DeForest II on
October 17, 1994
Original Purchase Price: The purchase price offered for Units in the Original
Tender Offer for Units
Original Tender Offers: The Original NPI Tender Offers and the Original Fox
Tender Offers
Partnership: MRI Business Properties Fund, Ltd. III, a California limited
partnership
Purchase Proceeds: The Cash Consideration payable per Unit in connection with
the purchase of Units upon consummation of the Offer
7
<PAGE>
Purchaser: DeForest Ventures I L.P., a Delaware limited partnership
Purchaser Cash Flow: The cash revenues, with certain exceptions, to be received
by NPI-AP Management, and by certain other entities affiliated with NPI, less
allowable operating expenses.
Residual Settlement Premium: An additional cash payment to which tendering
Unitholders may also be entitled pursuant to the Settlement Agreement.
Retained Units: The Units which are not purchased pursuant to the Offer but
which are the subject of, and which comprise the security for, the Loans
Settlement: The settlement of the Action governed by the Settlement Agreement
Settlement Agreement: The Court approved agreement governing the terms of the
Settlement
Settlement Notice: The Notice of Class Action and Hearing of Proposed
Settlement
Settlement Premium: $14.10, representing the amount of the Cash Consideration
in excess of the Original Purchase Price
Settlement Tender Offers: The Offer and the tender offers for units of the other
Subject Partnerships which were required to be made pursuant to the Settlement
Subject Partnerships: The Partnership and the 18 other limited partnerships
which were the subject of the Original Tender Offers
Tender Cash Flow: The amount of money received by the Purchaser and DeForest II
with respect to Tendered Units
Tendered Units: The units of limited partnership interest acquired in the
Original Tender Offers and acquired or held in connection with the Settlement
Tender Offers
TIN: Taxpayer identification number
Transfer Limitation: 23,735 Units
Unitholders: Holders of units of limited partnership interest
Units: Units of limited partnership interest of the Partnership
DEFOREST VENTURES I L.P.
June 19, 1995
8
