8-K 1 parking2filing8k71902.txt REALTY PARKING II 8-K FOR PERIOD ENDING 7/19/02 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) July 19, 2002 Realty Parking Properties II L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 000-20147 52-1710286 (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 II L.P. Index

~~Index~~ Page(s) Item 1 Changes in Control of Registrant 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 ~~September~~June 30, ~~2001~~2002 2 Pro Forma Statement of Operations for the ~~nine~~six months ended ~~September~~June 30, ~~2001~~2002 3 Pro Forma Statement of Operations for the year ended December 31, ~~2000~~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 68

REALTY PARKING PROPERTIES II L.P. Item 2. Acquisition or Disposition of Assets On July 19, 2002, the Fund sold its 39,646 square-foot parcel of land, located in Tulsa, Oklahoma for $1,020,000. The Fund's investment in the property was $766,285. On July 31, 2002, the Fund sold its 45,714 square-foot parcel of land and parking garage, located in Dallas, Texas for $2,682,500. The Fund's investment in the property was $1,965,940, net of accumulated depreciation of $234,792. On August 6, 2002, the Fund sold its 57,720 square-foot parcel of land and parking garage, located in Nashville, Tennessee for $5,000,000. The Fund's investment in the property was $1,625,026, net of accumulated depreciation of $172,705. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma Balance Sheet assumes the sales of the Tulsa, Oklahoma, Dallas, Texas, and the Nashville, Tennessee properties as of June 30, 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 Fund's Form 10-K for the year ended December 31, 2001 and its Form 10-Q for the period ended June 30, 2002. 1 REALTY PARKING PROPERTIES II L.P. Pro Forma Balance Sheet Unaudited

~~Sept.~~June 30, ~~2001~~2002 Pro Forma Pro Forma Historical Adjustments Results ---------------- ----------------- ---------------- Assets Investment in real estate. ~~net~~ $ 135,~~675~~673,~~412~~264 $ $ 5,673,264 Properties held for sale 4,357,251 (34,~~604~~357,~~936~~251)(1) $- ~~10,070,476~~ Cash and cash equivalents ~~233~~317,~~834~~690 ~~(75~~317,~~000)(1)~~690 ~~158,834~~ Accounts receivable ~~361~~254,~~547~~841 (21105,~~140~~622)(2) ~~340~~149,~~407~~219 -------------- ----------------- ---------------- $ 1410,~~270~~603,~~793~~046 $ (34,~~701~~462,~~076~~873) $ 106,~~569~~140,~~717~~173 ================ ================= ================ Liabilities and Partners' Capital Liabilities Accounts payable and ~~prepaid~~accrued ~~rent~~expenses $ 4579,~~410~~563 $ $ 4579,~~410~~563 Due to affiliate 4657,~~640~~878 4657,~~640~~878 Real estate taxes payable ~~160~~142,~~300~~000 (21105,~~140~~622)(2) ~~139~~36,~~160~~378 ~~Deposit 75,000 (75,000)(1)~~ ---------------- -- -------------- --------------- -------------- ~~327~~279,~~350~~441 (96105,~~140~~622) ~~231~~173,~~210~~819 ---------------- --------------- ---------------- Partners' Capital General Partner 21,~~025~~252 (3643,~~049~~573)(1) (3442,~~024~~321) Assignee and Limited Partnership Interests - $25 stated value per unit, 1,392,800 units outstanding 1310,~~941~~322,~~318~~253 (34,~~568~~313,~~887~~678)(1) 106,~~372~~008,~~431~~575 Subordinated Limited Partner 100 - 100 ---------------- ----------------- -- -------------- 1310,~~943~~323,~~443~~605 (34,~~604~~357,~~936~~251) 105,~~338~~966,~~507~~354 ---------------- ----------------- ---------------- $ 1410,~~270~~603,~~793~~046 $ (34,~~701~~462,~~076~~873) $ 106,~~569~~140,~~717~~173 ================ ================= ================

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

~~Nine~~Six Mos. ~~Sept.~~June 30, ~~2001~~2002 Pro Forma Pro Forma Historical Adjustments Results --------------- ----------------- -------------- Revenues Parking lot rental $ 1313,~~042,366~~592 $ ~~(163,925)(3)~~ $ ~~878~~313,~~441~~592 Interest income 112,~~361~~075 112,~~361~~075 --------------- ----------------- -------------- 1315,~~053,727~~667 ~~(163,925)~~- ~~889~~315,~~802~~667 --------------- ----------------- -------------- Expenses Administrative, including amounts to related party 7447,~~917~~900 7447,~~917~~900 Professional fees 2511,~~754~~000 2511,~~754~~000 Management fees to related party 7836,~~006~~144 ~~(21~~36,~~656)(3)~~144 ~~56,350~~Depreciation ~~Interest 18~~3,~~616~~899 183,~~616~~899 ~~Franchise~~--------------- ~~and~~----------------- ~~excise~~-- ~~taxes~~------------ 5198,~~932~~943 ~~51,932~~- ~~Depreciation 46~~98,~~605~~943 ~~(6,647)(3) 39,958~~ --------------- ----------------- -------------- ~~295~~Income from continuing operations 216,~~830~~724 - 216,724 Discontinued operations - income from operations of properties held for sale 113,786 (28113,~~303~~786)(3) ~~267,527~~- --------------- ----------------- -------------- Net earnings $ ~~757~~330,~~897~~510 $ (~~135~~113,~~622~~786)(4) $ ~~622~~216,~~275~~724 =============== ================= ============== Net earnings per unit of assignee and limited partnership ~~interests~~interest-basic Continuing operations $ 0.5415 $ - $ 0.15 Discontinued operations 0.08 (0.1008)(5) - --------------- ----------------- -------------- Total $ 0.4423 $ (0.08) $ 0.15 =============== ================= ============== Cash ~~distribution~~distributions per unit of assignee and limited partnership interests $ 0.3915 $ (0.1008)(5) $ 0.2907 =============== ================= ==============

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

Twelve Mos. Dec. 31, ~~2000~~2001 Pro Forma Pro Forma Historical Adjustments Results ---------------- ----------------- --------------- Revenues Parking lot rental $ 1,~~439~~282,~~471~~851 $ (~~218~~551,~~567~~714)(3) $ 1731,~~220,904~~137 Interest income 9418,~~123~~652 9418,~~123~~652 ---------------- ----------------- --------------- 1,~~533~~301,~~594~~503 (~~218~~551,~~567~~714) 1749,~~315,027~~789 ---------------- ----------------- --------------- Expenses Administrative, including amounts to related party 9796,~~650~~956 9796,~~650~~956 Professional fees 2331,~~654~~254 2331,~~654~~254 Management fees to related party ~~110~~163,~~225~~156 (2863,~~875~~660)(3) 8199,~~350~~496 Interest ~~113~~18,~~422~~616 ~~113~~18,~~422~~616 Franchise and excise taxes 59,182 59,182 Depreciation 6259,~~141~~926 (845,~~862~~480)(3) 5314,~~279~~446 ---------------- ----------------- -- ------------- ~~407~~429,~~092~~090 (37109,~~737~~140) ~~369~~319,~~355~~950 ---------------- ----------------- --------------- Earnings from operations 1872,~~126,502~~413 (~~180~~442,~~830~~574) ~~945~~429,~~672~~839 Gain on sales of properties, net 41,~~883~~471,~~776~~997 4- 1,~~883~~471,~~776~~997 ---------------- ----------------- --------------- Net earnings $ 62,~~010~~344,~~278~~410 $ (~~180~~442,~~830~~574)(4) $ 51,~~829~~901,~~448~~836 ================ ================= =============== Net earnings per unit of assignee and limited partnership interests-basic $ 41.2464 $ (0.1331)(5) $ 41.1133 ================ ================= =============== Cash ~~distribution~~distributions per unit of assignee and limited partnership interests $ 74.3819 $ (0.1331)(5) $ 73.2588 ================ ================= ===============

4 REALTY PARKING PROPERTIES II 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 three properties as of June 30, 2002. On July 19, 2002, the Fund sold its 39,646 square-foot parcel of land, located in Tulsa, Oklahoma for $1,020,000. The Fund's investment in the property was $766,285. On July 31, 2002, the Fund sold its 45,714 square-foot parcel of land and parking garage, located in Dallas, Texas for $2,682,500. The Fund's investment in the property was $1,965,940, net of accumulated depreciation of $234,792. On August 6, 2002, the Fund sold its 57,720 square-foot parcel of land and parking garage, located in Nashville, Tennessee for $5,000,000. The Fund's investment in the property was $1,625,026, net of accumulated depreciation of $172,705. 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 June 30, 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 statement of operations, for the six months ended June 30, 2002, to reflect the net reduction of income to the Fund as if the properties were sold at the beginning of the year. Parking lot income, management fees, and depreciation expense have been adjusted in the statement of operations, for the year ended December 31, 2001, to reflect reductions in these items as if the properties were sold at the beginning of the year. NOTE 4 There is no difference between the Fund's net earnings for income tax purposes and net earnings for financial reporting purposes. NOTE 5 Net earnings per unit and cash distributions per unit, as reflected in the pro forma statements of operations, for the six months ended June 30, 2002, and the twelve months ended December 31, 2001, are based upon 1,392,800 units outstanding. The cash distributions per unit were derived from net earnings from operations during the six months ended June 30, 2002, and from net earnings and sale proceeds during the year ended December 31, 2001. 5 Exhibit 99.1 REALTY PARKING PROPERTIES II 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 II L.P.'s (the "Fund") Report on Form 8-K as of July 19, 2002 with the Securities and Exchange Commission on the date hereof (the "Report"), I, John M. Prugh, the Chief Executive Officer of Realty Parking Company II, Inc., General Partner of the Fund, 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 Fund. By: /s/John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company II, Inc. General Partner August 6, 2002 6 Exhibit 99.2 REALTY PARKING PROPERTIES II 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 II L.P.'s (the "Fund") Report on Form 8-K as of July 19, 2002 with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy M. Gisriel, the Chief Financial Officer of Realty Parking Company II, Inc., General Partner of the Fund, 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 Fund. By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company II, Inc. General Partner August 6, 2002 7 REALTY PARKING PROPERTIES II 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 II L.P. DATE: 8/6/02 By: /s/ John M. Prugh John M. Prugh President Realty Parking Company II, Inc. General Partner DATE: 8/6/02 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Realty Parking Company II, Inc. General Partner 8

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