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LIDO ASSOCIATES, L.L.C.
0000 XXX XXXXXX XXXXXX
XXXXXXX XXXXX, XX 00000
JANUARY 14, 1997
To Holders of Units of Limited Partnership Interests ("Units") of:
X. XXXX PRICE REALTY INCOME FUND I, a No-Load Limited Partnership ("TRP I"),
X. XXXX PRICE REALTY INCOME FUND II, America's Sales-Commission-Free Real
Estate Limited Partnership ("TRP II"),
X. XXXX PRICE REALTY INCOME FUND III, America's Sales-Commission-Free Real
Estate Limited Partnership ("TRP III"), and
X. XXXX 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, X. Xxxx 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 X. XXXX 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 Xxxxxx Group, Inc. toll-free at 0-000-000-0000.
Sincerely,
Lido Associates, L.L.C.
EXHIBIT A
A. PROVISIONS FOR VALUE IMPAIRMENTS, VALUATION ALLOWANCES, AND LOAN LOSSES
(COLLECTIVELY, "PROVISIONS").
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
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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
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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
ORIGINAL PRICE MOST RECENT LIDO ASSOCIATES DISCOUNT
PARTNERSHIP PER UNIT NET ASSET VALUE(1) OFFER PER UNIT PER UNIT
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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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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.
