8-K 1 rpfiling8k41503.txt REALTY PARKING 8K FOR PERIOD ENDING 4/15/03 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 15, 2003 Realty Parking Properties L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 000-17616 52-1591575 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 225 East Redwood Street, Baltimore, Maryland 21202 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (410) 727-4083 N/A (Former name or former address, if changed since last report.) REALTY PARKING PROPERTIES L.P. Index Page(s) Item 1 Changes in Control of Registra Inapplicable Item 2 Acquisition or Disposition of Assets 1 Item 3 Bankruptcy or Receivership Inapplicable Item 4 Changes in Registrant's Certifying Accountant Inapplicable Item 5 Other Events Inapplicable Item 6 Resignations of Registrant's Directors Inapplicable Item 7 Financial Statements and Exhibits: Narrative 1 Pro Forma Balance Sheet as of December 31, 2002 2 Pro Forma Statement of Operations for the year ended December 31, 2002 3 Pro Forma Statement of Operations for the year ended December 31, 2001 4 Notes to Pro Forma Financial Statements 5 Exhibit 99.1 - Certification Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 6 Exhibit 99.2 - Certification Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 7 Item 8 Change in Fiscal Year Inapplicable Item 9 Sales of Equity Securities Pursuant to Regulation S Inapplicable Signatures 8 REALTY PARKING PROPERTIES L.P. Item 2. Acquisition or Disposition of Assets On April 15, 2003, the Partnership sold its 276-car garage, located in Birmingham, Alabama for $1,900,000. The Partnership's investment in the property was $875,726, net of accumulated depreciation of $313,877. On April 15, 2003, the Partnership sold its 451-car garage, located in Milwaukee, Wisconsin for $5,000,000. The Partnership's investment in the property was $1,796,395, net of accumulated depreciation of $606,743. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma Balance Sheet assumes the sales of the Birmingham, Alabama and the Milwaukee, Wisconsin properties as of December 31, 2002. The unaudited proforma Statements of Operations assumes the sales of the properties on January 1, 2002, and January 1, 2001. This information should be read in conjunction with the Partnership's Form 10-K for the year ended December 31, 2002. 1 REALTY PARKING PROPERTIES L.P. Pro Forma Balance Sheet Unaudited

2 REALTY PARKING PROPERTIES L.P. Pro Forma Statement of Operations Unaudited

3 REALTY PARKING PROPERTIES L.P. Pro Forma Statement of Operations Unaudited

4 REALTY PARKING PROPERTIES L.P. Notes to Pro Forma Financial Statements Unaudited NOTE 1 Properties held for sale and partners' capital have been adjusted to reflect the sales of two properties as of December 31, 2002. On April 15, 2003, the Partnership sold its 276-car garage, located in Birmingham, Alabama for $1,900,000. The Partnership's investment in the property was $875,726, net of accumulated depreciation of $313,877. On April 15, 2003, the Partnership sold its 451-car garage, located in Milwaukee, Wisconsin for $5,000,000. The Partnership's investment in the property was $1,796,395, net of accumulated depreciation of $606,743. NOTE 2 Accounts receivable and real estate taxes payable have been adjusted to reflect reductions in these items as if the properties were sold as of December 31, 2002. NOTE 3 The capital gain realized on the sales of the properties is not included in the pro forma statements of operations. Discontinued operations has been adjusted in the proforma statements of operations, for the years ended December 31, 2002 and 2001, to reflect the net reduction of income to the Partnership as if the properties were sold at the beginning of each year. In 2002, there is no difference between the Partnership's net earnings for income tax purposes and net earnings for financial reporting purposes. In 2001, the Partnership's income for income tax purposes differs from the net earnings for financial reporting purposes as a result of an impairment loss recorded for financial reporting purposes during 1999, a portion of which was recognized for income tax purposes in 2001. Impairment losses are not deductible for income tax purposes until they are realized. NOTE 4 Net earnings per unit and cash distributions per unit, as reflected in the pro forma statements of operations, for the years ended December 31, 2002 and 2001, are based upon 1,909,127 units outstanding. Cash distributions per unit were derived from net earnings and sales proceeds during the years ended December 31, 2002 and 2001. 5 Exhibit 99.1 REALTY PARKING PROPERTIES L.P. CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of Realty Parking Properties L.P.'s (the "Partnership") Report on Form 8-K as of April 15, 2003 with the Securities and Exchange Commission on the date hereof (the "Report"), I, John M. Prugh, the Chief Executive Officer of Realty Parking Company, Inc., General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. By: /s/John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company, Inc. General Partner April 28, 2003 -6- Exhibit 99.2 REALTY PARKING PROPERTIES L.P. CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of Realty Parking Properties L.P.'s (the "Partnership") Report on Form 8-K as of April 15, 2003 with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy M. Gisriel, the Chief Financial Officer of Realty Parking Company, Inc., General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company, Inc. General Partner April 28, 2003 -7- REALTY PARKING PROPERTIES L.P. 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 hereunto duly authorized. REALTY PARKING PROPERTIES L.P. DATE: April 28, 2003 By: /s/ John M. Prugh John M. Prugh President Realty Parking Company, Inc. General Partner DATE: April 28, 2003 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Realty Parking Company, Inc. General Partner -8-

REALTY PARKING PROPERTIES LP 8-K