UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-15035
FORM 10K
FOR PERIOD ENDED: March 31, 1995
PaineWebber Growth Partners Three L.P.
(Exact name of registrant as specified in its charter)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
PART II - RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a)The reasons described in reasonable detail in Part III of this form
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could not be eliminated without unreasonable effort or expense;
X (b)The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c)The accountant's statement or other exhibit required by Rule 12b-25(c)
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has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Annual Report on Form 10-K of PaineWebber Growth Partners Three L.P. (the
`Registrant'') will not be completed by June 29, 1995, the last day for a
timely filing of such Annual Report for the period ended March 31, 1995.
Additional time is required in order to enable the Registrant to file a complete
and accurate report. The Form 10-K will be filed on or before July 14, 1995, in
accordance with Rule 12b-25(b).
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification:
Thomas W. Boland (617) 439-8138
(2)Have all other periodic reports under Section
13 or 15(e) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or
for such shorter) period that the registrant
was required to file such reports) been filed?
If answer is no, identify report(s).
Yes X No
(3)Is it anticipated that any significant change
in results of operations from the
corresponding period for the last fiscal year
will be reflected by the earnings statements
to be included in the subject report or
portion thereof?
Yes No X
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
PaineWebber Growth Partners Three L.P.
(Exact name of registrant as specified in its charter)has caused
this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:June 28, 1995 By: /s/ Walter V. Arnold
Walter V. Arnold, Senior Vice President
and Chief Financial Officer
