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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 II, America's Sales-Commission-
Free Real Estate Limited Partnership
(Name of Subject Company)
T. Rowe Price Realty Income Fund II, America's Sales-Commission-
Free Real Estate 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. Ellisa O. Habbart, Esq.
Greenberg, Traurig, Hoffman, Lipoff, Ronald A. Brown, Esq.
Rosen & Quental Prickett, Jones, Elliott,
153 E. 53rd Street Kristol & Schnee
New York, NY 10022 1310 King Street
Wilmington, DE 19899
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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 II, AMERICA'S SALES-
COMMISSION-FREE REAL ESTATE 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),
and a Report on Form 8-K dated January 17, 1997 which is attached
hereto as Exhibit 99(c)(6), is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
(a)(1) Letter from James S. Riepe to Limited Partners dated
January 22, 1997 regarding the Lido Offer.
(c)(6) Report on Form 8-K dated January 17, 1997 filed with
the Commission on January 22, 1997 regarding the valuation of the
Partnership's Units, and distributions to be paid, incorporated
by reference herein.
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 II, America's Sales-
Commission-Free Real Estate
Limited Partnership
By: T. Rowe Price Realty
Income Fund II 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
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): January 17,
1997
Exact name of registrant as specified in its charter: T. ROWE
PRICE REALTY INCOME FUND II, AMERICA'S SALES-COMMISSION-FREE REAL
ESTATE LIMITED PARTNERSHIP
State or other Jurisdiction of Incorporation or Organization:
Delaware
I.R.S. Employer Identification No.: 52-1470895
Commission File Number: 0-15575
Address of principal executive offices: 100 East Pratt Street,
Baltimore, Maryland 21202
Registrant's telephone number, including area code: 1-800-638-
5660
Former name of former address, if changes since last report:
Not Applicable
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Item 5.Other Events
At the end of 1996 T. Rowe Price Realty Income Fund II, America's
Sales-Commission-Free Real Estate Limited Partnership (the
"Partnership") conducted its annual formal unit valuation. The
valuation of the Partnership's properties was performed by the
General Partner, and then reviewed by an independent professional
appraiser. The estimated value of limited partnership units
resulting from this process is $487 per unit. A $16.00 per unit
distribution for the December 1996 quarter representing operating
cash flows will be made on or about February 14, 1997 to limited
partners of record on December 31, 1996. After this
distribution, the estimated value is $471 per unit. There is no
assurance that units can be sold at a price equal to this
estimated value, and this valuation is not necessarily
representative of the value of the units when the Partnership
ultimately liquidates its holdings.
T. ROWE PRICE REALTY INCOME FUND II,
AMERICA'S SALES-COMMISSION-FREE REAL
ESTATE LIMITED PARTNERSHIP
By: T. Rowe Price Realty Income Fund II
Management, Inc., as General Partner
By: /s/Lucy B. Robins
Lucy B. Robins
Vice President
