SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 April 22, 1994 event reported) MRI BUSINESS PROPERTIES FUND, LTD. III (Exact Name of Registrant as Specified in Its Charter) California (State or Other Jurisdiction of Incorporation) 0-15348 94-2969782 (Commission File Number) (I.R.S. Employer Identification No.) 5665 Northside Drive, N.W., Atlanta, Georgia 30328 (Address of Principal Executive Offices)(Zip Code) (404) 916-9090 (Registrant's Telephone Number, Including Area Code) 950 Tower Lane Foster City, California 94404 (Former Name or Former Address, if Changed Since Last Report) Item 4. Changes In Registrant's Certifying Accountant. Effective April 22, 1994, Registrant dismissed its prior Independent Auditors, Deloitte & Touche ("Deloitte") and retained as its new Independent Auditors, Imowitz Koenig & Company. Deloitte's Independent Auditors' Report on Registrant's financial statements for fiscal years ended September 30, 1993 and 1992 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The decision to change Independent Auditors was approved by the Managing General Partner's Directors. During fiscal years ended 1992, 1993 and through April 22, 1994, there were no disagreements between Registrant and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreements if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Effective April 22, 1994, Registrant engaged Imowitz Koenig & Company as its Independent Auditors. During the last two fiscal years and the subsequent interim periods to the date hereof, Registrant did not consult Imowitz Koenig & Company regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statement and Exhibits. (c) Exhibits: 10. (a) Letter dated April 27, 1994 from Registrant's Former Independent Auditors. 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 hereunto duly authorized. MRI BUSINESS PROPERTIES FUND, LTD III By: MONTGOMERY REALTY COMPANY - 85, its managing general partner By: FOX REALTY INVESTORS, its managing partner By: NPI EQUITY INVESTMENTS II, INC. its managing partner Date: April 27, 1994 By: /s/ Michael L. Ashner Michael L. Ashner, President Exhibit 10.(a) Deloitte & Touche 50 Fremont Street San Francisco, CA 94105-2230 April 27, 1994 Securities and Exchange Commission Mail Stop 9-5 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4 of Form 8-K of MRI Business Properties Fund, Ltd. III dated April 27, 1994. Your truly, /s/ Deloitte & Touche DELOITTE & TOUCHE