SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
Amendment No. 2 to Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4)
of the Securities Exchange Act of 1934
T. Rowe Price Realty Income Fund I, A No-Load Limited Partnership
(Name of Subject Company)
T. Rowe Price Realty Income Fund I, A No-Load Limited Partnership
(Name of Person Filing Statement)
Units of Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Numbers of Classes of Securities)
Henry H. Hopkins, Esq.
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21201
(410) 345-6640
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) filing Statement)
Copies to:
Judith D. Fryer, Esq. Henry D. Kahn, Esq.
Greenberg, Traurig, Hoffman, Lipoff, Piper & Marbury
Rosen & Quental 36 South Charles Street
153 E. 53rd Street Baltimore, Maryland 21201
New York, NY 10022
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THIS AMENDMENT TO SCHEDULE 14D-9 AMENDS AND SUPPLEMENTS THE
SCHEDULE 14D-9 FILED DECEMBER 23, 1996 (THE "SCHEDULE") ON BEHALF
OF T. ROWE PRICE REALTY INCOME FUND I, A NO-LOAD LIMITED
PARTNERSHIP, AS AMENDED BY AN AMENDMENT NO. 1 DATED JANUARY 24,
1997, AS SET FORTH BELOW.
Item 2. Tender Offer of the Bidder
Item 2 is hereby supplemented and amended to reflect the
addition of Koll Tender Corporation II as a co-bidder, the
Amendment to the Schedule 14D-1 filed by the Bidders on January
14, 1997, and Supplement No. 1 to the Offer to Purchase and the
related Letter of Transmittal, both dated January 14, 1997.
Item 4. The Solicitation or Recommendation
Item 4(b) is hereby supplemented and amended as follows:
The information set forth in the Letter to Limited Partners dated
January 22, 1997, which is attached hereto as Exhibit 99(a)(1)is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the
following, a copy of which is attached as an Exhibit:
(a)(i) Letter from James S. Riepe to Limited Partners dated
January 22, 1997 regarding the Lido Offer.
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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: January 24, 1997 T. Rowe Price Realty
Income Fund I, A No-Load
Limited Partnership
By: T. Rowe Price Realty
Income Fund I Management,
Inc., General
Partner of the Partnership
By: /s/ James S. Riepe
James S. Riepe
President
T. Rowe Price Real Estate Group, Inc., 100 East Pratt Street,
Baltimore, MD 21202
January 22, 1997
Fellow Partner:
We have just completed our year-end valuations and set the
distributions for February 14. We are writing because this
information may have a material impact on the value to you of the
tender offer from Lido Associates. As T. Rowe Price Realty
Income Fund I investors know, the September 30, 1996, estimated
unit valuation of that fund increased from the prior fiscal year.
We are pleased to report that estimated valuations for Realty
Income Funds II, III, and IV have also increased. The table
below summarizes the effect these unit valuations and
distributions have on the Lido offers.
T. Rowe Price
12/31/96 2/14/97 Adjusted Valuations Lido Offers
ValuationsDistributions After Distributions
Distributions
RIF I $399.00 $ 1.00 $398.00 $297.00
RIF II 487.00 16.00 471.00 308.00
RIF III 147.00 2.00 145.00 105.00
RIF IV 31.05 .75 30.30 21.25
More details on the new valuations will appear in the annual
reports. We appreciate your patience during the past few months.
If you have any questions about our unit valuations or the Lido
offer, please call one of our representatives at 1-800-962-8300.
Sincerely,
/s/James S. Riepe
James S. Riepe
