UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __5___)*
Special Situations Fund III, L.P.
______________________________________________________
(Name of Issuer)
Units of Limited Partnership Interest
______________________________________________________
(Title of Class of Securities)
Not Applicable
____________________________________
(CUSIP Number)
December 31, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
-x-- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*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 cover 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).
CUSIP No. N/A 13G Page 2 of 11
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MGP Advisers Limited Partnership* ("MGP") F13-3263120
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 258.9474
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 258.9474
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
258.9474
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- ----------------------------------------------------------------
* AWM Investment Company, Inc., a Delaware corporaiton is the
General Partner of this entity.
CUSIP No. N/A 13G Page 3 of 11
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AWM Investment Comapny, Inc. ("AWM") 11-3086452
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 258.9474
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 258.9474
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
258.9474
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IV/IA
- ----------------------------------------------------------------
CUSIP No. N/A 13G Page 4 of 11
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 486.8131
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 486.8131
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
486.8131
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
Page 5 of 11 Pages
Item 1.
(a) Name of Issuer: Special Situations Fund III, L.P.
(b) Address of Issuer's Principal Executive Offices:
153 East 53rd St., 51st fl., New York, NY 10022
Item 2.
(a) Name of Person Filing: 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."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons is 153 East 53 Street, New York, New York
10022.
(c) Citizenship: MGP is a Delaware limited partnerships.
AWM is a Delaware corporation. Austin W. Marxe is a United
States citizens.
MGP is a registered investment adviser under the Investment
Advisers Act of 1940. The principal business of MGP is to act
as general partner of and investment adviser to Special
Situations Fund III L.P.. The principal business of AWM is
to act as the general partner of MGP. Austin Marxe is the
principal limited partner of MGP and is the President and
Chief Executive Officer of AWM. Mr. Marxe is principally
responsible for the selection, acquisition and disposition of
the portfolio securities by AWM on behalf of MGP and the Fund.
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is
a:
(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 of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 486.8131 units of limited
partnership interest are beneficially owned by Austin W.
Marxe; of which 258.9474 units are owned by MGP and AWM.
227.8657 units are owned directly by Mr. Marxe.
(b) Percent of Class: 9.0 percent of the Units are
beneficially owned by Austin Marxe; 4.8 percent by MGP
and 4.2 percent directly by Mr. Marxe.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: MGP and AWM have
sole power to vote or to direct the vote and to dispose
or to direct the disposition of 258.9474 Units. Austin W.
Marxe has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all units
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 .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: SSF III and the Cayman Fund as owners of
the securities in question, have the right to receive any
dividends from, or proceeds from the sale of, such
securities.
Item 7. Identification and Classification of the Subsidiary
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:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
Page 10 of 11 Pages
SIGNATURE
After reasonable 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: February 4, 1999
MGP ADVISERS LIMITED PARTERSHIP
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MGP Advisers Limited Partnership (MGP), a
Delaware limited partnership, is the general partner of the
Special Situations Fund III, l.P., a Delaware Limited
Partnership. AWM Investment Company, Inc., a Delaware
corporation, is the general partner of MGP. Austin W. Marxe
is the principal owner of MGP and AWM and is principally
responsible for the selection, acquisition and disposition of
the portfolio's securities by the investment adviser on behalf
of the Fund.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __5___)*
Special Situations Fund III, L.P.
______________________________________________________
(Name of Issuer)
Units of Limited Partnership Interest
______________________________________________________
(Title of Class of Securities)
Not Applicable
____________________________________
(CUSIP Number)
December 31, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
-x-- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*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 cover 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).
CUSIP No. N/A 13G Page 2 of 11
- --------------------------------------------------------------
- --
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
MGP Advisers Limited Partnership* ("MGP") F13-3263120
- --------------------------------------------------------------
- --
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- --------------------------------------------------------------
- --
(3) SEC USE ONLY
- --------------------------------------------------------------
- --
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------
- --
NUMBER OF (5) SOLE VOTING POWER 258.9474
SHARES ----------------------------------------------
- ---BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------
- --
EACH (7) SOLE DISPOSITIVE POWER 258.9474
REPORTING ------------------------------------------------
- -
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- --------------------------------------------------------------
- --
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING
PERSON
258.9474
- --------------------------------------------------------------
- --
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- --------------------------------------------------------------
- --
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8
- --------------------------------------------------------------
- --
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- --------------------------------------------------------------
- --
* AWM Investment Company, Inc., a Delaware corporaiton is the
General Partner of this entity.
CUSIP No. N/A 13G Page 3 of 11
- --------------------------------------------------------------
- --
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
AWM Investment Comapny, Inc. ("AWM") 11-3086452
- --------------------------------------------------------------
- --
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- --------------------------------------------------------------
- --
(3) SEC USE ONLY
- --------------------------------------------------------------
- --
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------
- --
NUMBER OF (5) SOLE VOTING POWER 258.9474
SHARES -----------------------------------------------
- --
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------
- --
EACH (7) SOLE DISPOSITIVE POWER 258.9474
REPORTING -----------------------------------------------
- --
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- --------------------------------------------------------------
- --
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING
PERSON
258.9474
- --------------------------------------------------------------
- --
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- --------------------------------------------------------------
- --
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8
- --------------------------------------------------------------
- --
(12) TYPE OF REPORTING PERSON*
IV/IA
- --------------------------------------------------------------
- --
CUSIP No. N/A 13G Page 4 of 11
- --------------------------------------------------------------
- --
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY).
Austin W. Marxe
- --------------------------------------------------------------
- --
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- --------------------------------------------------------------
- --
(3) SEC USE ONLY
- --------------------------------------------------------------
- --
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------
- --
NUMBER OF (5) SOLE VOTING POWER 486.8131
SHARES -----------------------------------------------
- --
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------
- --
EACH (7) SOLE DISPOSITIVE POWER 486.8131
REPORTING -----------------------------------------------
- --
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- --------------------------------------------------------------
- --
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING
PERSON
486.8131
- --------------------------------------------------------------
- --
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- --------------------------------------------------------------
- --
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0
- --------------------------------------------------------------
- --
(12) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------
- --
Page 5 of 11 Pages
Item 1.
(a) Name of Issuer: Special Situations Fund III, L.P.
(b) Address of Issuer's Principal Executive Offices:
153 East 53rd St., 51st fl., New York, NY 10022
Item 2.
(a) Name of Person Filing: 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."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons is 153 East 53 Street, New York, New York
10022.
(c) Citizenship: MGP is a Delaware limited partnerships.
AWM is a Delaware corporation. Austin W. Marxe is a United
States citizens.
MGP is a registered investment adviser under the Investment
Advisers Act of 1940. The principal business of MGP is to act
as general partner of and investment adviser to Special
Situations Fund III L.P.. The principal business of AWM is
to act as the general partner of MGP. Austin Marxe is the
principal limited partner of MGP and is the President and
Chief Executive Officer of AWM. Mr. Marxe is principally
responsible for the selection, acquisition and disposition of
the portfolio securities by AWM on behalf of MGP and the Fund.
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is
a:
(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 of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 486.8131 units of limited
partnership interest are beneficially owned by Austin W.
Marxe; of which 258.9474 units are owned by MGP and AWM.
227.8657 units are owned directly by Mr. Marxe.
(b) Percent of Class: 9.0 percent of the Units are
beneficially owned by Austin Marxe; 4.8 percent by MGP
and 4.2 percent directly by Mr. Marxe.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: MGP and AWM have
sole power to vote or to direct the vote and to dispose
or to direct the disposition of 258.9474 Units. Austin W.
Marxe has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all units
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 .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: SSF III and the Cayman Fund as owners of
the securities in question, have the right to receive any
dividends from, or proceeds from the sale of, such
securities.
Item 7. Identification and Classification of the Subsidiary
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:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
Page 10 of 11 Pages
SIGNATURE
After reasonable 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: February 4, 1999
MGP ADVISERS LIMITED PARTERSHIP
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MGP Advisers Limited Partnership (MGP), a
Delaware limited partnership, is the general partner of the
Special Situations Fund III, l.P., a Delaware Limited
Partnership. AWM Investment Company, Inc., a Delaware
corporation, is the general partner of MGP. Austin W. Marxe
is the principal owner of MGP and AWM and is principally
responsible for the selection, acquisition and disposition of
the portfolio's securities by the investment adviser on behalf
of the Fund.
