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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 3 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
- --------------------------------------------------------------------------------
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. 3 to Schedule 14D-1 amends and supplements the
Schedule 14D-1 filed December 10, 1996, as amended and supplemented on
January 14, 1997 and February 5, 1997 (the "Schedule"), on behalf of Lido
Associates, L.L.C., a Delaware limited liability company ("Lido") and its
managing member Koll Tender Corporation II, a Delaware corporation, as set
forth below.
This amendment is being filed to report the final results of the
offer ("Offer") made pursuant to the Schedule.
The Offer expired at 12:00 midnight, Eastern Standard Time, on
Friday, January 31, 1997. According to the Depository, a total of 900 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 Company 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: February 26, 1997
LIDO ASSOCIATES, L.L.C.
By: Koll Tender Corporation II
Its: Managing Member
By: /s/ HAROLD HOFER
------------------------------------
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
