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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 4 TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
_________________________
T. ROWE PRICE REALTY INCOME FUND II,
AMERICA'S SALES-COMMISSION-FREE
REAL ESTATE LIMITED PARTNERSHIP
(Name or Subject Company)
LIDO ASSOCIATES, L.L.C.
KOLL TENDER CORPORATION II
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
_________________________
GREGORY W. PRESTON, ESQ.
ROBERT I. NEWTON, ESQ.
McDermott, Will & Emery
1301 Dove Street, Suite 500
Newport Beach, CA 92660
(714) 851-0633
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
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Transaction Amount of
Valuation* Filing Fee
----------- ----------
$12,312,000 $2,462.40
- --------------------------------------------------------------------------------
*For purposes of calculating the filing fee only. This amount assumes
the purchase of $38,000 units of limited partnership interests ("Units") of
the subject company at $324 in cash per Unit.
[ X ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,462.40
Form or Registration Number: 005-47583
Filing Party: LIDO ASSOCIATES, L.L.C.
Date Filed: 12-10-96
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This Amendment No. 4 to Schedule 14D-1 amends and supplements the
Schedule 14D-1 filed December 10, 1996, as amended and supplemented on
January 14, 1997, February 5, 1997 and February 26, 1997 (the "Schedule"), on
behalf of Lido Associates, L.L.C., a Delaware limited liability company
(the "Purchaser") and its managing member Koll Tender Corporation II, a
Delaware corporation, as set forth below. Terms not otherwise defined herein
shall have the meaning provided in the Schedule.
This amendment is being filed to correct the final results of the
offer ("Offer") made pursuant to the Schedule as reported on February 26,
1997 in Amendment No. 3.
The Offer expired at 12:00 midnight, Eastern Standard Time, on
Friday, January 31, 1997. According to revised final information provided to
the Purchaser by the Depositary, a total of 888 units of limited partnership
interests ("Units") representing approximately 1.1% of the Units outstanding
on the Expiration Date were validly tendered and not withdrawn pursuant to the
Offer. The Purchaser has accepted for purchase and will promptly pay for all
such tendered Units.
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SIGNATURES
After due 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: March 4, 1997
LIDO ASSOCIATES, L.L.C.
By: Koll Tender Corporation II
Its: Managing Member
By: /s/ HAROLD HOFER
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Name: Harold Hofer
Title: Executive Vice President
KOLL TENDER CORPORATION II
By: /s/ Harold Hofer
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Name: Harold Hofer
Title: Executive Vice President
