SILVER SCREEN PARTNERS III LP
8-K, 1998-01-07
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ------------------------------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):
January 7, 1998 (December 30, 1997)
- -----------------------------------------------

                        SILVER SCREEN PARTNERS III, L.P.
                        --------------------------------
                        (A Delaware Limited Partnership)
                  (Exact name of registrant as specified in its
               Certificate and Agreement of Limited Partnership)

Delaware                               0-61823                   13-3372004
- -------------------------------        --------------            --------------
(State or other jurisdiction of        Commission                (I.R.S.
incorporation or organization)         File No.                  Employer
                                                                 Identification
                                                                 No.)


Chelsea Piers, Pier 62 - Suite 300
New York, New York  10011                         10011
- ---------------------------------------           ------------------
(Address of Principal Executive Offices)          (Zip Code)


Registrant's telephone number, including area code (212) 336-6700
                                                   --------------


                                       1
<PAGE>


Item 5.    Other Events.
- ------------------------

     Silver  Screen  Management  Inc.,  the managing  general  partner of Silver
Screen  Partners  III,  L.P.  (the   "Partnership"),   filed  a  Certificate  of
Cancellation  with the  Secretary  of State of the State of Delaware in the name
and on behalf of the  Partnership to formally  terminate the legal  existence of
the  Partnership  effective  as  of  December  31,  1997.  The  Partnership  has
distributed  its assets and has been  dissolved in accordance  with the terms of
its Agreement of Limited Partnership.  A copy of the certificate of cancellation
is attached hereto as Exhibit 99.1.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
- -----------------------------------------------------------------------------

              (a) Exhibits:

               Exhibit 99.1 --          Certificate of  Cancellation  filed with
                                        the  Secretary  of State of the State of
                                        Delaware  effective  as of December  31,
                                        1997.


                                       2
<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                            SILVER SCREEN PARTNERS III, L.P.,
                                            a Delaware Limited Partnership


                                            By   SILVER SCREEN MANAGEMENT, INC.,
                                                 Managing General Partner

                                            By  /s/ Roland W. Betts
                                                 -------------------------------
                                                 Roland W. Betts
                                                 President/Treasurer
Dated:  January 7, 1998
                                       3
<PAGE>


                           CERTIFICATE OF CANCELLATION
                                       OF
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                        SILVER SCREEN PARTNERS III, L.P.


     Silver Screen Partners III, L.P., a limited partnership organized under the
Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of
cancelling the Certificate of Limited Partnership of the Partnership pursuant to
ss.17-203 of the Act hereby certified that:

     1. The name of the limited partnership is Silver Screen Partners III, L.P.

     2.  The  limited  partnership's  Certificate  of  Limited  Partnership  was
originally filed in the Office of the Secretary of State on September 17, 1986.

     3. The reason for  filing  this  Certificate  of  Cancellation  is that the
partnership  has  liquidated  its  assets  and  distributed  such  assets to its
partners.

     4. This Certificate of Cancellation  shall become effective on December 31,
1997.

     IN  WITNESS  WHEREOF,  the  undersigned,  constituting  all of the  general
partners of the  Partnership,  have executed this Certificate of Cancellation as
of the 23th day of December, 1997.

                                            GENERAL PARTNERS:

                                            Silver Screen Management, Inc., its
                                                     Managing General Partner


                                            By:   /s/ROLAND W. BETTS
                                                  ------------------------------
                                                  Roland W. Betts
                                                  Title: President/Treasurer


                                            /s/ROLAND W. BETTS
                                            ------------------------------------
                                            Roland W. Betts, its Individual
                                                    General Partner




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