<PAGE>
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: November 1, 1995
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware No.: 33-26076 13-3516594
- --------------------------- ------------- ----------------------
(State or other (Commission (I.R.S. employer
jurisdiction of file number) identification number)
incorporation)
Two World Trade Center; 62nd Floor, New York, NY 10048
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 392-5454
__________________________________________________________________
(Former name or former address, if changed since last report)
Page 1 of 5
Exhibit Index on Page 4
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
The offering of limited partnership interests ("Units") in the Dean
Witter Principal Guaranteed Fund III L.P., a Delaware limited partnership (the
"Registrant"), was registered with the Securities and Exchange Commission on
December 19, 1988. The Units were offered at $1,000 per Unit, and the sale of
the Units to investors ("Limited Partners") was completed on July 1, 1989.
The Registrant was organized to engage in speculative trading of
futures and forward contracts and options on futures contracts and other
commodity options on a diversified portfolio of commodities. Pursuant to an
Agreement of Guarantee dated March 21, 1989 (the "Guarantee"), Man Guarantee
Corporation ("the Guarantor"), an affiliate of Mint Investment Management
Company ("Mint"), the Registrant's trading manager, guaranteed that each Limited
Partner would receive at least $1,000 for each Unit redeemed on September 30,
1995 (the "Guaranteed Redemption Date"). Barclays Bank PLC, New York Branch
("Barclays"), issued a letter of credit to ensure payment of the full amount of
the Guarantee.
Effective April 14, 1992, the Registrant ceased trading commodity interest
contracts and its assets were invested in U.S. Treasury securities. On the
Guaranteed Redemption Date, the Net Asset Value of the Registrant was $6,946,627
and the Registrant had 7,022.437 Units outstanding. Pursuant to the terms of
the Guarantee, the Guarantor paid to the Fund $75,810 which represented the
difference between the Registrant's Net Asset Value on the Guaranteed Redemption
Date and $1,000 multiplied by the outstanding number of Units as of such date.
Pursuant to the terms of the Prospectus dated March 28, 1989, Demeter
Management Corporation ("Demeter"), the General Partner of the Registrant, on
October 19, 1995 remitted to each Limited Partner of the Registrant with $1,000.
The Registrant thereupon ceased all operations.
Item 7. Exhibits.
---------
(1) Form of Selling Agreement among the Registrant, Mint, the
Guarantor, and Dean Witter Reynolds Inc. (incorporated by
reference to Exhibit 1.01 to Amendment No. 1 to Registration
Statement on Form S-1, SEC File No. 33-26076, filed on March 24,
1989).
(4) Form of Limited Partnership Agreement of the Registrant
(incorporated by reference to Exhibit A to the Dean Witter
Principal Guaranteed Fund III L.P. Prospectus dated March 28,
1989 filed with the Registrant's Registration Statement on Form
S-1, SEC File No. 33-26076).
(10) Form of Agreement of Guarantee between partners of the Registrant
and the Guarantor (incorporated by reference to Exhibit 10.06 to
-2-
<PAGE>
Amendment No. 1 to Registration Statement of Form S-1, SEC File
No. 33-26076, filed on March 24, 1989).
(21) Letter dated September, 1995 from Demeter to each of the Limited
Partners of the Registrant regarding cessation of operations of
the Registrant.
-3-
<PAGE>
SIGNATURE
Pursuant to 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.
DEAN WITTER PRINCIPAL
GUARANTEED FUND III L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Mark J. Hawley
----------------------------
Name: Mark J. Hawley
Title: President
Dated: November 21, 1995
-4-
<PAGE>
EXHIBIT INDEX PAGE
------------- ----
(1) Form of Selling Agreement among the
Registrant, Mint, the Guarantor and Dean
Witter Reynolds Inc. (incorporated by
reference to Exhibit 1.01 to Amendment No. 1
to Registration Statement on Form S-1, SEC
File No. 33-26076, filed on March 24, 1989).
___
(4) Form of Limited Partnership Agreement of the
Registrant (incorporated by reference to
Exhibit A to the Dean Witter Principal
Guaranteed Fund III L.P. Prospectus dated
March 21, 1989 filed with the Registrant's
Registration Statement on Form S-1, SEC File
No. 33-26076).
___
(10) Form of Agreement of Guarantee between
partners of the Registrant and the Guarantor
(incorporated by reference to Exhibit 10.06
to Amendment No. 1 to Registration Statement
of Form S-1, SEC File No. 33-26076, filed on
March 24, 1989).
___
(21) Letter dated September, 1995 from Demeter
to each of the Limited Partners of the
Registrant regarding the cessation of the
Registrant.
5
-5-
<PAGE>
DEMETER MANAGEMENT CORPORATION
C/O DEAN WITTER REYNOLDS, INC.
#2 WORLD TRADE CENTER, NEW YORK, NY 10048
TELEPHONE (212) 392-5453
September 1995
Dear Limited Partner:
Dean Witter Principal Guaranteed Fund III L.P. ("PGF III") will cease all
operations and terminate shortly after September 30, 1995, the Guaranteed
Redemption Date. Limited Partners will receive $1,000 for each PGF III Unit
outstanding as of the Guaranteed Redemption Date. Payment will be made by a
credit to your Dean Witter account.
If you have any questions, please contact your Dean Witter Account Executive.
Sincerely,
/s/ Mark J. Hawley
Mark J. Hawley
President
Demeter Management Corporation
cc: Dean Witter Account Executive
-6-
