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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Special Situations Fund III, L.P.
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(Name of Issuer)
Units of Limited Partnership
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(Title of Class of Securities)
N/A
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 10 Pages
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CUSIP No. N/A 13G Page 2 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MGP Advisers Limited Partnership ("MGP")
F13-3263120
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 238.6576
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 238.6576
--------------------------------------------------
(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
238.6576
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
5.6
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. N/A 13G Page 3 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AWM Investment Company, Inc. ("AWM")
11-3086452
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 238.6576
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 238.6576
--------------------------------------------------
(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
238.6576
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
5.6
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. N/A 13G Page 4 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Austin W. Marxe
###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting
Beneficially Power 465.11024
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 465.11024
--------------------------------------------------
(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
465.11024
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
10.9
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 5 of 10 Pages
Item 1.
(a) NAME OF ISSUER: Special Situations Fund III, L.P.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
153 East 53 Street, New York, NY 10022
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND PLACE
OF ORGANIZATION: This statement is filed on behalf of (i) MGP
Advisers Limited Partnership, a Delaware Limited Partnership ("MGP"),
(ii) AWM Investment Company, Inc., a Delaware corporation ("AWM") and
(iii) Austin W. Marxe. Each of the foregoing is hereinafter
individually referred to as a "Reporting Person" and collectively as
the "Reporting Persons." The principal office and business address of
the Reporting Persons is 153 East 53 Street, New York, New York 10022.
MGP is a general partner of and investment adviser to the Fund. MGP
is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended. The principal business of MGP is to act as a
general partner of and investment adviser to the Special Situations
Fund III, L.P. (the Fund). AWM Investment Company, Inc., a Delaware
corporation primarily owned by Austin Marxe, serves as the sole
general partner of MGP. Austin W. Marxe is the principal limited
partner of MGP and is the President and Chief Executive Officer of
AWM. Mr. Marxe is also an associated person of MGP and is principally
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Page 6 of 10 Pages
responsible for the selection, acquisition and disposition of the
portfolio securities by AWM on behalf of MGP and the Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. THIS SCHEDULE IS BEING FILED PURSUANT TO RULE 13d-1(b):
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act
(d) ( ) Investment Company registered under section 8 of the Investment
Company Act
(e) (x) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund
(g) (x) Parent Holding Company, in accordance with
Section 240.13d-1 (b) (ii) (G)
(h) ( ) Group, in accordance with Section 240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 238.6576 Units are
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Page 7 of 10 Pages
beneficially owned by MGP. AWM, as the sole general partner of MGP,
and Austin Marxe, the principal shareholder of AWM, also beneficially
own all of such units. In addition, Austin W. Marxe owns 226.45264
Units directly so that he beneficially owns 465.11024 Units in total.
(b) PERCENT OF CLASS: 10.9 percent of the Units are benefically owned by
Austin Marxe. 5.6 percent of the Units are beneficially owned by MGP
and AWM.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR
DISPOSE OF SECURITIES: MGP and AWM have the sole power to vote or to
direct the vote and to dispose or to direct the disposition of
238.6576 Units. Austin W. Marxe has the sole power to dispose or to
direct the disposition of all securities reported hereby.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more that
five percent of the class of securities, check the following .
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Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: MGP
as owner of 238.6576 Units, has the right to receive any dividends
from or proceeds from the sale of, such Units. Austin W. Marxe as
owner of 226.45264 Units, has the right to receive any dividends from,
or proceeds from the sale of, such Units.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
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Page 8 of 10 Pages
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY: See Exhibit A attached hereto.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION: Each of the undersigned certifies that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
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Page 9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 10, 1996
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SPECIAL SITUATIONS FUND III, L.P.
By: /s/ Austin W. Marxe
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Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
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AUSTIN W. MARXE
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Page 10 of 10 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons.
Austin W. Marxe is the principal owner and President of AWM. AWM is the sole
general partner of MGP, a registered investment adviser under the Investment
Advisers Act of 1940, as amended. MGP is a general partner of and investment
adviser to the Fund.
