<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
Commission File Number 0-19180
Exact Name of Registrant as Specified in Its Charter: T. ROWE
PRICE RENAISSANCE FUND, LTD., A SALES-COMMISSION-FREE REAL ESTATE
INVESTMENT
State or Other Jurisdiction of Incorporation or Organization:
Maryland
I.R.S. Employer Identification No.: 52-1657028
Address and zip code of principal executive offices: 100 East
Pratt Street, Baltimore, Maryland 21202
Registrant's telephone number, including area code: 1-800-638-
5660
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Shares of common stock outstanding as of July 2, 1997: 1,600,062
<PAGE>2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements of T. Rowe Price Renaissance Fund,
Ltd., A Sales-Commission-Free Real Estate Investment ("the
Corporation") are set forth in Exhibit 19 hereto, which
statements are incorporated by reference herein.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources and Results of Operations
The Corporation's liquidity and capital resources and its
results of operation are discussed in the Chairman's letter on
pages 1-2 of Exhibit 19 hereto, the Corporation's Quarterly
Report to Security-Holders, which letter is hereby incorporated
by reference herein.
PART II - OTHER INFORMATION
Item 5. OTHER INFORMATION
On July 28, 1997, the Corporation began mailing to
stockholders a proxy solicitation statement seeking approval of
several proposals, including a proposal to approve the sale of
all of the Corporation s remaining properties to Glenborough
Realty Trust Incorporated and to complete the liquidation of the
Corporation. The Corporation s annual meeting, at which this and
other proposals will be considered, is scheduled for September
11, 1997.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
19 - Quarterly Report Furnished to Security-
Holders including Financial Statements for the
Corporation.
27 - Financial Data Schedule
(b) Reports on Form 8-K
None.
All other items are omitted because they are not applicable
or the answers are none.
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
T. ROWE PRICE RENAISSANCE FUND,
LTD.,A SALES-COMMISSION-FREE REAL
ESTATE INVESTMENT
Date: August 14, 1997 By: /s/Lucy B. Robins
Lucy B. Robins
Vice President
Date: August 14, 1997 By: /s/ Mark S. Finn
Mark S. Finn
Chief Accounting Officer
of the Corporation
The Quarterly Report to Stockholders for the Quarter ended June
30, 1997 should be inserted here.
T. Rowe Price
Renaissance
Fund, Ltd.
A
Sales-Commission-Free
Real Estate Investment
For information on your
Renaissance Fund account, call:
1-800-962-8300 toll free
For information on your
mutual fund account, call:
1-800-225-5132 toll free
410-625-6500 Baltimore area
T. Rowe Price Real Estate Group
100 East Pratt Street
Baltimore, Maryland 21202
Quarterly Report
For The Period Ended
June 30, 1997
FELLOW STOCKHOLDER:
By now you should have received materials requesting your
consent to sell T. Rowe Price Renaissance Fund's interests in
its remaining four properties to Glenborough Realty Trust
Incorporated for $27,150,000, and also to complete the
liquidation of the Fund. Two-thirds of the Fund's outstanding
units must be voted in favor of the proposal for the transaction
to proceed.
As mentioned previously, the Fund has held the properties
for the approximate period anticipated when the Fund was
organized, and current market conditions appear favorable for a
sale. The Fund expects to benefit substantially by selling all
of the properties in bulk instead of individually. In
particular, the costs of selling each property
individually-including sales commissions and other
closing-related costs-could be materially higher. Our experience
indicates that there could be more negative price adjustments as
a result of each buyer's due diligence activities. Also
considered was the advantage of stockholders receiving their
sales proceeds immediately rather than having them spread over
the next several years.
The price offered by Glenborough should allow the Fund to
liquidate its investment for an amount that exceeds the most
recent adjusted estimated aggregate value.
Under the heading "THE TRANSACTION-Recommendations of the
Board of Directors" in the proxy materials you received, we
discussed in detail the advantages and disadvantages of the
Glenborough transaction. After carefully weighing the facts and
circumstances associated with this transaction against
alternative courses of action, we concluded that the bulk sale
to Glenborough and subsequent liquidation of the Fund is an
outstanding opportunity to maximize value for investors.
Therefore, we recommend that you consent to the proposed
transaction by voting now and returning the proxy card in the
postage-paid envelope, if you have not already done so. Your
participation is extremely important, and your response to the
solicitation will save your Fund the substantial costs
associated with a follow-up mailing. If you have not received
your materials, or if you need an additional proxy card, please
call one of our real estate representatives at 1-800-962-8300.
Real Estate Investments (Dollars in Thousands)
______________________________________________________________
Average Contri-
Leased Leased bution to
Status Status Net Income
_________ _______ _______
Six Six
Gross Months Months
Properties Leasable Ended Ended
Held for Area June 30, June 30, June 30,
Sale (Sq. Ft.) 1997 1996 1997 1996 1997
_______ ________ _____ ___ ___ ___ ___
Valley
Business
Center 202,500 96% 97% 94% $ 113 $ 193
Post Oak
Place 56,400 82 75 79 23 76
Gatehall I 113,600 87 73 82 (8) 95
Buschwood
III 76,900 100 100 100 30 306
________ ____ ____ ____ _____ _____
449,400 93 89 90 158 670
Property
Sold - - - - 282 -
Fund Expenses
Less Interest
Income - - - - (61) (74)
________ ____ ____ ____ _____ _____
Total 449,400 93% 89% 90% $ 379 $ 596
Dividend
Pending the completion of the sale to Glenborough, the Fund has
suspended cash dividends. Assuming the properties are sold
during the next few months, the Fund plans to pay liquidating
dividends, which we expect to be substantially above the Fund's
most recent estimated value based on the negotiated sale price
and other information currently available.
Results of Operations
The Fund's net income for the first six months of 1997 was
$596,000, an increase of $217,000 from the same period in 1996.
Of the increase, $150,000 was attributed to a decrease in
depreciation expense as a result of stopping the depreciation of
Fund properties now Held for Sale. Lower interest expense at
Buschwood III also contributed to the improved performance; the
outstanding loan at this property was fully paid off in
February. These positive factors more than offset the absence of
income from Buckley Square, which was sold in November 1996.
At the property level, the Fund's average leased status rose
one percentage point to 90% from the comparable six-month period
in 1996. New and renewal leases totaling 3% of the Fund's total
square footage were signed during the second quarter of this
year.
The decline in the Fund's cash position compared with the same
1996 period resulted primarily from a $900,000 pay-down of the
Fund's outstanding debt at Valley Business Center.
Outlook
As the real estate market has been improving in recent years, we
have taken advantage of the opportunity to capture higher prices
for portfolio properties. We believe it is in the best interests
of investors to liquidate the Fund's portfolio while real estate
values continue to strengthen, since the Fund is nearing the end
of its planned lifespan. In the normal course of events as the
real estate cycle runs its course, rising property prices
usually lead to an increased supply of new properties, which
could lead to softer prices sometime later.
No one can forecast exactly when the real estate market will
peak, but we believe current market conditions favor a sale of
Fund properties because of the benign interest rate environment,
increased availability of investor capital, and the improvement
of some markets in which the Fund owns properties.
Once again we urge you to read the proxy materials and return
the card as quickly as possible so that we can proceed with the
orderly liquidation of your investment.
Thank you for your cooperation.
Sincerely,
James S. Riepe
Chairman
August 7, 1997
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands except share data)
June 30, December 31,
1997 1996
___________ ____________
Assets
Real Estate Property
Investments
Land. . . . . . . . . . . . . . . $ 5,438
Buildings and Improvements
16,245
________
21,683
Less: Accumulated Depreciation
and Amortization. . . . . . . . . (1,866)
________
19,817
Held for Sale. . . . . . . . . . . . $ 20,488 -
________ ________
20,488 19,817
Cash and Cash Equivalents . . . . . . . 553 2,738
Accounts Receivable (less
allowances of $13
and $10) . . . . . . . . . . . . . . 118 277
Other Assets. . . . . . . . . . . . . . 30 148
________ ________
$ 21,189 $ 22,980
________ ________
________ ________
Liabilities and Stockholders' Equity
Liabilities
Mortgage Loans Payable . . . . . . . $ 2,562 $ 4,106
Security Deposits and
Prepaid Rents . . . . . . . . . . 225 268
Accrued Real Estate
Taxes . . . . . . . . . . . . . . 141 175
Accounts Payable and Other
Accrued Expenses. . . . . . . . . 199 346
Dividends Declared . . . . . . . . . - 1,514
________ ________
Total Liabilities . . . . . . . . . . . 3,127 6,409
________ ________
Stockholders' Equity
Common Stock, $.001 Par
Value, Authorized
5,500,000 Shares; Issued
and Outstanding 1,600,062
and 1,529,446 Shares. . . . . . . 1 1
Additional Paid-In
Capital . . . . . . . . . . . . . 19,421 18,526
Dividends in Excess of
Net Income. . . . . . . . . . . . (1,360) (1,956)
________ ________
Total Stockholders' Equity. . . . . . . 18,062 16,571
________ ________
$ 21,189 $ 22,980
________ ________
________ ________
See the accompanying notes to condensed consolidated financial
statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands except per-share amounts)
Three Months Six Months
Ended Ended
June 30, June 30,
1997 1996 1997 1996
____ ____ ____ ____
Revenues
Rental
Income . . . . . $ 1,113 $ 1,307 $ 2,158 $ 2,611
Interest
Income . . . . . 11 18 43 44
________ ________ ________ ________
1,124 1,325 2,201 2,655
________ ________ ________ ________
Expenses
Property Operating
Expenses . . . . 456 498 751 1,017
Real Estate
Taxes. . . . . . 155 49 260 241
Depreciation and
Amortiz-
ation. . . . . . - 184 198 348
Investment Advisory
Fees . . . . . . 44 70 101 140
Fund Management
Expenses . . . . 66 66 117 103
Interest Expense 91 190 178 389
Minority
Interest . . . . - 18 - 38
________ ________ ________ ________
812 1,075 1,605 2,276
________ ________ ________ ________
Net Income. . . . . $ 312 $ 250 $ 596 $ 379
________ ________ ________ ________
________ ________ ________ ________
Activity per Share
Net Income. . . . . $ 0.19 $ 0.16 $ 0.37 $ 0.25
________ ________ ________ ________
________ ________ ________ ________
Dividends
Declared . . . . - $ 0.15 - $ 0.30
________ ________ ________ ________
________ ________ ________ ________
Weighted Average
Number of
Shares
Out-
standing . . . . 1,605,197 1,525,114 1,595,720 1,525,087
________ ________ ________ ________
________ ________ ________ ________
See the accompanying notes to condensed consolidated financial
statements.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Unaudited
(In thousands except share data)
Dividends
Additional in Excess
Common Stock Paid-In of Net
Shares Amount Capital Income Total
______ _____ ______ _______ _____
Balance,
December 31,
1996 . . . . . . . 1,529,446 $ 1 $ 18,526 $ (1,956)$ 16,571
Net Income. . . . . . - - - 596 596
Dividend
Reinvest-
ments. . . . . . . 83,489 - 1,039 - 1,039
Share Repur-
chases . . . . . . (12,873) - (144) - (144)
________ ____ _______ _______ _______
Balance, June
30, 1997 . . . . . 1,600,062 $ 1 $ 19,421 $ (1,360)$ 18,062
________ ____ _______ _______ _______
________ ____ _______ _______ _______
See the accompanying notes to condensed consolidated financial
statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In thousands)
Six Months Ended
June 30,
1997 1996
_________ _________
Cash Flows from Operating
Activities
Net Income. . . . . . . . . . . . . . . . $ 596 $ 379
Adjustments to Reconcile Net
Income to Net Cash
Provided by Operating
Activities
Depreciation and
Amortization . . . . . . 198 348
Minority Interest's
Share of Net
Income . . . . . . . . . - 38
Decrease in Accounts
Receivable, Net of
Allowances . . . . . . . 159 43
Change in Other
Assets . . . . . . . . . 38 (39)
Decrease in Security
Deposits and Prepaid
Rents. . . . . . . . . . (43) (53)
Decrease in Accrued Real
Estate Taxes . . . . . . (34) (92)
Change in Accounts Payable
and Other Accrued
Expenses . . . . . . . . (147) 47
________ ________
Net Cash Provided by
Operating Activities . . . . . . . . 767 671
________ ________
Cash Flows Used in Investing
Activities
Investments in Real Estate. . . . . . . . (789) (501)
________ ________
Cash Flows from Financing Activities
Dividends Paid. . . . . . . . . . . . . . (1,514) (305)
Reinvestments in Shares . . . . . . . . . 1,039 211
Repurchases of Shares . . . . . . . . . . (144) (212)
Minority Interest Distribution. . . . . . - (34)
Repayment of Mortgage Loan. . . . . . . . (1,544) (246)
________ ________
Net Cash Used in Financing
Activities . . . . . . . . . . . . . (2,163) (586)
________ ________
Cash and Cash Equivalents
Net Decrease during Period. . . . . . . . (2,185) (416)
At Beginning of Year. . . . . . . . . . . 2,738 1,608
________ ________
At End of Period. . . . . . . . . . . . . $ 553 $ 1,192
________ ________
________ ________
See the accompanying notes to condensed consolidated financial
statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
The unaudited interim condensed consolidated financial
statements reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of the results
for the interim periods presented. All such adjustments are of
a normal, recurring nature.
The unaudited interim financial information contained in
the accompanying condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements contained in the 1996 Annual Report to
Stockholders.
NOTE 1 - TRANSACTIONS WITH RELATED PARTIES AND OTHER
Pursuant to contracts, the Fund pays advisory fees to T. Rowe
Price Real Estate Group, Inc. (the "Investment Manager"), an
affiliate of the Fund's Sponsor, and LaSalle Advisors Limited
Partnership (the "Investment Advisor"). The Investment Manager
provides communications, cash management, administrative, and
other related services to the Fund for an advisory fee of .45%
per year of the fair market value, as defined, of the Fund's
assets and earned $48,000 for the first six months of 1997.
The Investment Advisor provides the Fund with real estate
advisory, accounting, and other related services for an
advisory fee of .50% per year of the fair market value, as
defined, of the Fund's assets and earned $53,000 for the first
six months of 1997. Recognition of these investment advisory
fees is subject to limitations adopted by the Fund pursuant to
guidelines promulgated by the North American Securities
Administrators Association.
An affiliate of the Investment Manager earned a normal and
customary fee of $2,000 from the money market mutual funds in
which the Fund made its interim cash investments during the
first six months of 1997.
The Fund also reimburses the Investment Manager and
Investment Advisor for certain defined expenses incurred in
operating and administering the affairs of the Fund. Expense
reimbursements for the Investment Manager and Investment
Advisor totaled $18,000 and $13,000, respectively, for the
first six months of 1997.
NOTE 2 - PROPERTIES HELD FOR SALE
On April 11, 1997, the Fund entered into a contract with a
buyer for the sale of all of its real estate property
investments at a price of $27,150,000 before selling expenses.
The transaction is subject to the approval of the
stockholders. If the transaction closes, the Fund will have
sold all of its real estate properties and will begin
liquidation.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the unaudited condensed financial statements of T. Rowe
Price Renaissance Fund Ltd., A Sales-Commission-Free Real Estate
Investment included in the accompanying Form 10-Q for the period
ended June 30, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000852160
<NAME> T. ROWE PRICE RENAISSANCE FUND, LTD., A
SALES-COMMISSION-FRE
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 553,000
<SECURITIES> 0
<RECEIVABLES> 131,000
<ALLOWANCES> 13,000
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,488,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,189,000
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 2,562,000
1,000
0
<COMMON> 0
<OTHER-SE> 18,061,000
<TOTAL-LIABILITY-AND-EQUITY> 21,189,000
<SALES> 0
<TOTAL-REVENUES> 2,201,000
<CGS> 0
<TOTAL-COSTS> 1,605,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 596,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 596,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 596,000
<EPS-PRIMARY> .37
<EPS-DILUTED> 0
<FN>
<F1>Not contained in registrant's unclassified balance sheet.
</FN>
