SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
MRI Business Properties Fund, Ltd. III
(Name of Subject Company)
MRI Business Properties Fund, Ltd. III
(Name of Person Filing Statement)
Unit of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Martin Lifton
NPI Equity Investments II, Inc.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11753
(516) 822-0022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
David J. Heymann
Post & Heymann
100 Jericho Quadrangle
Jericho, New York 11753
(516) 681-3636
Item 1. Security and Subject Company
The name of the subject partnership is MRI Business Properties
Fund, Ltd. III, a California limited partnership (the
"Partnership"), and the address of its principal executive offices
is 5665 Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328.
The title of the class of equity securities to which this Statement
relates is Units of Limited Partnership Interest of the Partnership
("Units").
Item 2. Tender Offer of the Bidder
This Statement relates to the tender offer of DeForest
Ventures I L.P., a Delaware limited partnership (the "Purchaser"),
to purchase up to 51,243 outstanding Units at a purchase price of
$140 per Unit, net to the seller in cash, without interest,
pursuant to the terms and conditions of an Offer to Purchase dated
October 17, 1994, and the related Letter of Transmittal (together,
the "Offer"). The Offer is being made pursuant to a tender offer
statement on Schedule 14D-1 dated October 17, 1994.
The address of the executive offices of the Purchaser is 5665
Northside Drive, N.W., Suite 370, Atlanta, Georgia 30328.
Item 3. Identity and Background
(a) The name and business address of the Partnership, which
is the person filing this Statement, are set forth in Item 1 above.
(b) DeForest Capital I Corporation, the general partner of
the Purchaser ("DeForest Capital"), is affiliated with NPI Equity
Investments II, Inc., the entity which controls the general
partners of the Partnership (together, the "General Partner").
Certain Relationships. The General Partner owns a 2% interest
in the Partnership and thus receives, as a continuing interest in
the Partnership, an amount equal to a 2% allocation of the
Partnership's profits and losses, and 2% of distributions. The
General Partner and its affiliates are also entitled to be
reimbursed for certain expenses and to receive fees pursuant to the
terms of the Partnership Agreement. For information as to the
amounts paid to the General Partner and its affiliates during the
last three fiscal years and the nine months ended June 30, 1994,
see Note 2 to the Financial Statements of the Partnership in the
Form 10-K of the Partnership for the fiscal year ended September
30, 1993 and Note 2 to the Financial Statements of the Partnership
in the Form 10-Q of the Partnership for the nine months ended June
30, 1994. For the period from July 1, 1994 through September 30,
1994, the General Partner and its affiliates received from the
Partnership an aggregate of approximately $33,000 with respect to
the foregoing interests, reimbursements and fees.
Tender Offer Loan. As disclosed in the Offer, the Purchaser
may obtain a loan in connection with consummation of the Offer.
One of several sources of repayment of such loan is the Purchaser's
distributable portion of the proceeds of any sales or refinancings
of Partnership properties. Consequently, the General Partner may
have a conflict of interest in determining whether and when to sell
and/or refinance the Partnership's properties. In addition,
because the terms of the loan will require a payment by the
Purchaser after a property sale or refinancing by the Partnership
(whether or not the proceeds of such sale or refinancing are
distributed by the Partnership), a conflict of interest may exist
for the General Partner in determining whether and when to cause
the Partnership to distribute any of such proceeds.
Item 4. The Solicitation or Recommendation
Because of the conflict of interest inherent in the fact that
the General Partner is, as described above, an affiliate of the
Purchaser, the Partnership is making no recommendation and is
remaining neutral as to whether Unitholders should tender their
Units pursuant to the Offer.
Item 5. Persons Retained, Employed or to be Compensated
Neither the Partnership nor any person acting on its behalf
has or currently intends to employ, retain or compensate any person
or class of persons to make solicitations or recommendations to
Unitholders on its behalf concerning the Offer.
Item 6. Recent Transactions and Intent with Respect to Securities
(a) None
(b) Except for 76 Units beneficially owned by an affiliate of
the General Partner, none of which will be tendered in the Offer,
neither the Partnership nor any executive officer, director,
affiliate or subsidiary of the Partnership owns any Units.
Item 7. Certain Negotiations and Transactions by the Subject Company
None.
Item 8. Additional Information to be Furnished
None.
Item 9. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a)(i) - Offer to Purchase of the Purchaser dated
October 17, 1994
Exhibit (a)(ii) - Cover Letter to Unitholders from the
Partnership dated October 17, 1994
Exhibit (b) - None
Exhibit (c)(i) - Note 2 to the financial statements of the
Partnership included in the Form 10-K of
the Partnership for the fiscal year ended
September 30, 1993.
Exhibit (c)(ii) - Note 2 to the financial statements of the
Partnership included in the Form 10-Q of
the Partnership for the nine months ended
June 30, 1994.
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.
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: October 17, 1994 By: /s/ Martin Lifton
Martin Lifton, Chairman