<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO.1
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 III,
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
----------- ----------
$12,305,000 $2,461.00
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*For purposes of calculating the filing fee only. This amount assumes the
purchase of 115,000 Units of limited partnership interests ("Units") of the
subject company at $107 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: $2,461.00
Form or Registration Number: 005-47,585
Filing Party: Lido Associates, L.L.C.
Date Filed: 12-10-96
<PAGE>
Amendment No.1 to Schedule 14D-1
This Amendment No.1 to Schedule 14D-1 amends and supplements the Schedule
14D-1 filed December 10, 1996 (the "Schedule"), on behalf of Lido
Associaties, L.L.C., as set forth below.
Item II. Material to be filed as Exhibits
The response set forth in Item II of the Schedule is amended and
supplemented in part by the following:
(a)(4) Supplement No.1, dated January 14, 1997, to the Offer to
Purchase dated December 10, 1996.
(a)(5) Letter to Unitholders dated January 14, 1997.
<PAGE>
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: January 14, 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
------------------------------------
Name: Harold Hofer
Title: Executive Vice President
<PAGE>
SUPPLEMENT NO. 1
TO
OFFER TO PURCHASE FOR CASH
UNITS OF LIMITED PARTNERSHIP INTERESTS
OF
T. ROWE PRICE REALTY INCOME FUND III,
AMERICA'S SALES-COMMISSION-FREE
REAL ESTATE LIMITED PARTNERSHIP
AT
$107 NET PER UNIT
BY
LIDO ASSOCIATES, L.L.C.
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD ARE HEREBY
EXTENDED AND EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON
JANUARY 31, 1997, UNLESS THE OFFER IS FURTHER EXTENDED.
THE OFFER TO PURCHASE FOR CASH UNITS OF LIMITED PARTNERSHIP INTERESTS OF T.
ROWE PRICE REALTY INCOME FUND III, AMERICA'S SALES-COMMISSION-FREE REAL ESTATE
LIMITED PARTNERSHIP (THE "OFFER") IS AMENDED AND SUPPLEMENTED BY THE FOLLOWING.
CERTAIN TERMS USED IN THIS SUPPLEMENT NO. 1, GENERALLY IDENTIFIED BY INITIAL
CAPITAL LETTERS, WHICH ARE NOT DEFINED HEREIN, SHALL HAVE THE RESPECTIVE
MEANINGS PROVIDED IN THE OFFER.
The following are certain risk factors you should consider in connection
with the Offer:
- The Offer is equal to 75% of the net asset value of the Units determined
by the General Partner as described in the Offer.
- The Purchaser's intent is to acquire the Units at a discount to the value
that the Purchaser might ultimately realize from owning the Units.
- Unitholders who tender their Units will be giving up the opportunity to
participate in any future potential benefits of ownership of Units,
including the right to receive future distributions of cash or property
with respect thereto.
- No independent person has been retained to evaluate or render any opinion
as to the fairness of the Offer and other measures of value may be
relevant to Unitholders. We urge you to consult your own financial
advisors in connection with the Offer.
- The tax consequences of the Offer to a particular Unitholder may be
different from those of other Unitholders and we urge you to consult your
own tax advisors in connection with the Offer.
You should also consider the following points in connection with the Offer:
- The Offer provides Unitholders with an opportunity to immediately
liquidate their Units for $107 per Unit, net to the Seller in cash.
- The Offer is approximately 179% higher than the $38.40 per Unit offer
recently made by Fir Investors, LLC.
- There is no guarantee of future results of the Partnership or that the net
asset value of the Units determined by the General Partner will prove to
be correct and investment in the Partnership remains speculative.
- The Offer will permit Unitholders to liquidate their investments and to
pursue less speculative and more liquid alternative investments which may
yield higher annual cashflows.
- By accepting the Offer Unitholders may avoid expenses, delays and
complications of tax filings in connection with ownership of Units in the
Partnership.
------------------------
FOR MORE INFORMATION OR FOR FURTHER ASSISTANCE PLEASE CALL:
THE HERMAN GROUP, INC.
(800) 992-6213
January 14, 1997
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LIDO ASSOCIATES, L.L.C.
4343 VON KARMAN AVENUE
NEWPORT BEACH, CA 92660
JANUARY 14, 1997
To Holders of Units of Limited Partnership Interests ("Units") of:
T. ROWE PRICE REALTY INCOME FUND I, a No-Load Limited Partnership ("TRP I"),
T. ROWE PRICE REALTY INCOME FUND II, America's Sales-Commission-Free Real
Estate Limited Partnership ("TRP II"),
T. ROWE PRICE REALTY INCOME FUND III, America's Sales-Commission-Free Real
Estate Limited Partnership ("TRP III"), and
T. ROWE PRICE REALTY INCOME FUND IV, America's Sales-Commission-Free Real
Estate Limited Partnership ("TRP IV") (collectively, the "Partnerships").
Dear Unitholder:
On December 20, 1996, T. Rowe Price Real Estate Group, Inc., the general
partner of the Partnerships (the "General Partner") filed Schedule 14D-9
responses ("Responses") to our tender offers (the "Offers") for Units in the
Partnerships. We are amending each of the Offers to extend the Expiration Date
(as defined in the Offers) to January 31, 1997, and to clarify a statement in
the Responses that reads as follows: "THE FIVE T. ROWE PRICE REAL ESTATE FUNDS
SOLD SEVEN COMPLETE PROPERTIES DURING THE PAST THREE YEARS, NONE BELOW THE
ESTIMATED RANGE USED IN THE PRIOR YEAR'S UNIT VALUATION, AND FOUR ABOVE THE
RANGE."
-AS TO EACH OF THE PROPERTIES SOLD BY THE PARTNERSHIPS IN THE LAST
TWO YEARS, THE GENERAL PARTNER'S "PRIOR YEAR'S UNIT VALUATION" INCLUDED
WRITEDOWNS OF SUCH PROPERTIES' VALUES.
-THE WRITEDOWNS "ARE BASED UPON THE GENERAL PARTNER'S CONCERN
THAT THE PARTNERSHIP MAY BE UNABLE TO RECOVER THE NET CARRYING VALUE OF
CERTAIN PROPERTIES THROUGH FUTURE OPERATIONS AND SALE." (SEE THE TRP III
FORM 10-K FOR YEAR ENDED DECEMBER 31, 1995).
-AS DISCLOSED ON EXHIBIT A, THE PARTNERSHIPS HAVE WRITTEN DOWN
PARTNERSHIP PROPERTY VALUES BY NEARLY $34 MILLION, INCLUDING OVER $4.5
MILLION IN 1996.
-THERE IS NO GUARANTEE OR ASSURANCE THAT THE PARTNERSHIPS'
PROPERTIES WILL NOT BE SUBJECT TO FURTHER WRITEDOWNS.
-OUR OFFERS ARE EQUAL TO 75% OF NET ASSET VALUE. THE RECENT OFFERS
BY FIR INVESTORS, LLC WERE EQUAL TO 40%, 41% AND 27% OF NET ASSET VALUE
FOR TRP I, TRP II AND TRP III, RESPECTIVELY.
-OUR OFFERS REPRESENT THE PER UNIT DISCOUNT AS SET FORTH IN
EXHIBIT A. GIVEN HOW MANY UNITS YOU OWN, PLEASE WEIGH THE CERTAINTY OF
OUR OFFER AGAINST THE POSSIBILITY OF ADDITIONAL PROPERTY VALUE
WRITEDOWNS AND OTHER OWNERSHIP RISKS COUPLED WITH THE TAX RETURN
PREPARATION AND OTHER COSTS ASSOCIATED WITH CONTINUED UNIT OWNERSHIP.
The Offers and the related withdrawal rights and proration periods, as
amended, each shall expire on Friday, January 31, 1997. Please find attached
Supplement No. 1 to your Offer. Should you need assistance in completing the
Letter of Transmittal or should you have any questions of any nature whatsoever,
please call The Herman Group, Inc. toll-free at 1-800-992-6213.
Sincerely,
Lido Associates, L.L.C.
<PAGE>
EXHIBIT A
A. PROVISIONS FOR VALUE IMPAIRMENTS, VALUATION ALLOWANCES, AND LOAN LOSSES
(COLLECTIVELY, "PROVISIONS").
<TABLE>
<CAPTION>
TOTAL PROVISIONS ADDITIONAL PROVISIONS TOTAL PROVISIONS
THROUGH DEC. 31, THROUGH SEPT. 30, TOTAL PROVISIONS AS PERCENT OF
PARTNERSHIP 1995(1) 1996(1) PER PARTNERSHIP ORIGINAL INVESTMENT
<S> <C> <C> <C> <C>
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TRP I......... $ 7,451,000 $ 3,189,000 $ 10,640,000 11.7%
TRP II........ $ 7,680,000 $ 1,383,000 $ 9,063,000 10.8%
TRP III....... $ 11,106,000 $ 11,106,000 17.5%
TRP IV........ $ 3,052,000 $ 3,052,000 7.9%
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TOTAL....... $ 29,289,000 $ 4,572,000 $ 33,861,000
</TABLE>
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1. Information sources are (a) Form 10-K for the years ended September 30, 1995
and 1996 filed with the Securities and Exchange Commission (the
"Commission") by (TRP I); (b) Form 10-K for the year ended December 31, 1995
filed with the Commission by each of TRP II, TRP III, and TRP IV; and (c)
Form 10-Q for the quarter ended September 30, 1996 filed with the Commission
by each of TRP II, TRP III, and TRP IV.
B. LIDO OFFER--DISCOUNT PER UNIT
<TABLE>
<CAPTION>
ORIGINAL PRICE MOST RECENT LIDO ASSOCIATES DISCOUNT
PARTNERSHIP PER UNIT NET ASSET VALUE(1) OFFER PER UNIT PER UNIT
<S> <C> <C> <C> <C>
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TRP I.............................. $ 1,000 $ 398 $ 298 $ 100
TRP II............................. $ 1,000 $ 432 $ 324 $ 108
TRP III............................ $ 250 $ 143 $ 107 $ 36
TRP IV............................. $ 50 $ 30 $ 22 $ 8
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</TABLE>
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1. Most recent Net Asset Value figures are as reported by the General Partner,
except for TRP II, where Lido Associates, L.L.C. has subtracted the
$1,383,000 AMCC property valuation allowance reported in the TRP II
September 30, 1996 Form 10-Q.
