8-K 1 rp2filing8k703.txt REALTY PARKING II 8K DATED 7/15/03 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) July 15, 2003 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

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 ~~June~~March 3031, ~~2002~~2003 2 Pro Forma Statement of Operations for the ~~six~~three months ended ~~June~~March 3031, ~~2002~~2003 3 Pro Forma Statement of Operations for the year ended December 31, ~~2001~~2002 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 Exhibit 99.3 - Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 8 Exhibit 99.4 - Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 9 Item 8 Change in Fiscal Year Inapplicable Item 9 Sales of Equity Securities Pursuant to Regulation S Inapplicable Signatures 810

REALTY PARKING PROPERTIES II L.P. Item 2. Acquisition or Disposition of Assets The twelve original properties held by the Fund have been sold through July 15, 2003. As of the date of this report, the Fund's only remaining asset is cash and cash equivalents. The cash will first be used to satisfy administrative expenses of the Fund. The balance of the cash remaining, after satisfying liabilities of the Fund, will be distributed to investors in accordance with the Partnership Agreement. The Fund expects to be dissolved before September 30, 2003. On July 15, 2003, the Fund sold its 275,310 square-foot parcel of land, located in Phoenix Arizona, for $5,200,000. The Fund's investment in the property was $3,304,549, net of depreciation of $51,985 at March 31, 2003. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma Balance Sheet assumes the sale of the Phoenix, Arizona property as of March 31, 2003. The unaudited proforma Statements of Operations assumes the sale of the property on January 1, 2003, and January 1, 2002. This information should be read in conjunction with the Fund's Form 10-K for the year ended December 31, 2002 and its Form 10-Q for the period ended March 31, 2003. 1 REALTY PARKING PROPERTIES II L.P. Pro Forma Balance Sheet Unaudited

~~June~~March 3031, ~~2002~~2003 Pro Forma Pro Forma Historical Adjustments Results ---------------- ----------------- ----------------- Assets Investment in real estate $ 53,~~673~~304,~~264~~549 $ ~~$ 5,673,264 Properties held for sale 4,357,251~~ (43,~~357~~304,~~251~~549) (1) $ - Cash and cash equivalents ~~317~~365,~~690~~334 ~~317~~2,~~690~~000 (1) 367,334 Accounts receivable ~~254~~36,~~841~~000 (~~105~~36,~~622~~000) (1&2) ~~149,219~~- -------------- ----------------- ----------------- $ 103,~~603~~705,~~046~~883 $ (43,~~462~~338,~~873~~549) $ 6367,~~140,173~~334 ================ ================= ================= Liabilities and Partners' Capital Liabilities Accounts payable and accrued expenses $ 7934,~~563~~421 $ $ 7934,~~563~~421 Due to affiliate 5738,~~878~~524 5738,~~878~~524 Real estate taxes payable ~~142~~34,000 (~~105~~34,~~622~~000) (2) ~~36,378~~- ---------------- -- -------------- --------------- --~~------------~~ ~~279~~106,~~441~~945 (~~105~~34,~~622~~000) ~~173~~72,~~819~~945 ---------------- --------------- ----------------- Partners' Capital General Partner ~~1,252~~- (4333,~~573~~045) (1) (4233,~~321~~045) Assignee and Limited Partnership Interests - $25 stated value per unit, 1,392,800 units outstanding 103,~~322~~598,~~253~~838 (43,~~313~~271,~~678~~504) (1) 6327,~~008,575~~334 Subordinated Limited Partner 100 - 100 ---------------- ----------------- -- --------------- 103,~~323~~598,~~605~~938 (43,~~357~~304,~~251~~549) 5294,~~966,354~~389 ---------------- ----------------- ----------------- $ 103,~~603~~705,~~046~~883 $ (43,~~462~~338,~~873~~549) $ 6367,~~140,173~~334 ================ ================= =================

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

~~Six~~Three Mos. ~~June~~March 3031, ~~2002~~2003 Pro Forma Pro Forma Historical Adjustments Results ----------------- ----------------- --------------- Revenues Parking lot rental $ ~~313~~58,~~592~~562 $ (58,562)(3) $ ~~313~~- Contract default income 50,~~592~~000 (50,000)(3) Interest income 21,~~075~~936 21,~~075~~936 ----------------- ----------------- --------------- ~~315~~110,~~667~~498 -(108,562) ~~315~~1,~~667~~936 ----------------- ----------------- --------------- Expenses Administrative, including amounts to related party 4713,~~900~~829 4713,~~900~~829 Professional fees 1110,~~000~~574 1110,~~000~~574 Management fees to related party 369,~~144~~357 36(7,~~144 Depreciation~~ 687)(3~~,899~~) 31,~~899~~670 ----------------- ----------------- -- ------------- 9833,~~943~~760 -(7,687) 9826,~~943~~073 ----------------- ----------------- --------------- Income from continuing operations ~~216~~76,~~724~~738 -(100,875) ~~216~~(24,~~724~~137) Discontinued operations ~~- income from operations of properties held for sale 113~~785,~~786~~210 ~~(113~~785,~~786)(3)~~210 - ---------------- ----------------- --------------- Net earnings $ ~~330~~861,~~510~~948 $ (~~113~~100,~~786~~875)(4) $ ~~216~~761,~~724~~073 ================= ================= =============== Net earnings per unit of assignee and limited partnership interest-basic Continuing operations $ 0.1505 $ -(0.07)(5) $ (0.1502) Discontinued operations 0.0855 (0.~~08)(5)~~55 - ---------------- ----------------- --------------- Total $ 0.2360 $ (0.0807) $ 0.1553 ================= ================= =============== Cash distributions per unit of assignee and limited partnership interests $ 02.1521 $ - (~~0.08)(~~5) $ 02.0721 ================= ================= ===============

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

Twelve Mos. Dec. 31, ~~2001~~2002 Pro Forma Pro Forma Historical Adjustments Results ---------------- ----------------- --------------- Revenues Parking lot rental $ 1289,~~282,851~~766 $ (~~551~~289,~~714~~766)(3) $ ~~731,137~~- Interest income 1816,~~652~~165 1816,~~652~~165 ---------------- ----------------- --------------- 1305,~~301,503~~931 (~~551~~289,~~714~~766) ~~749~~16,~~789~~165 ---------------- ----------------- --------------- Expenses Administrative, including amounts to related party 9675,~~956~~724 9675,~~956~~724 Professional fees 3121,~~254~~560 3121,~~254~~560 Management fees to related party ~~163~~52,~~156~~267 (6345,~~660~~582)(3) 996,~~496~~685 ~~Interest 18,616 18,616 Franchise and excise taxes 59,182 59,182~~ Depreciation 597,~~926~~797 (457,~~480~~797)(3) ~~14,446~~- ---------------- ----------------- -- ------------- ~~429~~157,~~090~~348 (~~109~~53,~~140~~379) ~~319~~103,~~950~~969 ---------------- ----------------- --------------- ~~Earnings~~Income from continuing operations ~~872~~148,~~413~~583 (~~442~~236,~~574~~387) ~~429~~(87,~~839~~804) ~~Gain~~Discontinued onoperations ~~sales of properties~~4, ~~net 1~~200,~~471,997~~822 - 14,~~471~~200,~~997~~822 ---------------- ----------------- --------------- Net earnings $ 24,~~344~~349,~~410~~405 $ (~~442~~236,~~574~~387)(4) $ 14,~~901~~113,~~836~~018 ================ ================= =============== Net earnings per unit of assignee and limited partnership ~~interests~~interest-basic Continuing operations $ 10.6411 $ (0.3117)(5) $ 1(0.3306) Discontinued operations 2.95 2.95 ---------------- ----------------- --------------- Total $ 3.06 $ (0.17) $ 2.89 ================ ================= =============== Cash distributions per unit of assignee and limited partnership interests $ 46.1918 $ (0.3117)(5) $ 36.8801 ================ ================= ===============

4 REALTY PARKING PROPERTIES II L.P. Notes to Pro Forma Financial Statements Unaudited NOTE 1 The twelve original properties held by the Fund have been sold through July 15, 2003. As of the date of this report, the Fund's only remaining asset is cash and cash equivalents. The cash will first be used to satisfy administrative expenses of the Fund. The balance of the cash remaining, after satisfying liabilities of the Fund, will be distributed to investors in accordance with the Partnership Agreement. The Fund expects to be dissolved before September 30, 2003. On July 15, 2003, the Fund sold its 275,310 square-foot parcel of land, located in Phoenix Arizona, for $5,200,000. The Fund's investment in the property was $3,304,549, net of depreciation of $51,985 at March 31, 2003. Investment in real estate and partners' capital have been adjusted to reflect the sale of the property as of March 31, 2003. NOTE 2 Accounts receivable and real estate taxes payable have been adjusted to reflect reductions in these items as if the property was sold as of March 31, 2003. NOTE 3 The capital gain realized on the sale of the property is not included in the pro forma statements of operations. A previous buyer defaulted in consummating the purchase of the Phoenix property and the Fund recorded the nonreundable deposit of $50,000 as income. Parking lot income, management fees and depreciation have been adjusted in the statements of operations for the three months ended March 31, 2003, and the twelve months ended December 31, 2002, to reflect reductions in these items as if the property was 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 three months ended March 31, 2003, and the twelve months ended December 31, 2002, are based upon 1,392,800 units outstanding. Cash distributions per unit were derived from the San Antonio sale proceeds during the three months ended March 31, 2003. There were no distributions of net earnings in 2003. Cash distributions per unit were derived from net earnings from operations and the Tulsa, Dallas and Nashville sales proceeds during the year ended December 31, 2002. 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 dated July 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 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 results of operations of the Fund. Date: 7/17/03 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company II, Inc. General Partner -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 dated July 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 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 results of operations of the Fund. Date: 7/17/03 By: /s/ Timoth M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company II, Inc. General Partner -7- Exhibit 99.3 REALTY PARKING PROPERTIES II L.P. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John M. Prugh, certify that: 1. I have reviewed this report on Form 10-Q of Realty Parking Properties II L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the pro forma financial condition and pro forma results of operations of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: 7/17/03 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company II, Inc. General Partner -8- Exhibit 99.4 REALTY PARKING PROPERTIES II L.P. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Timothy M. Gisriel, certify that: 1. I have reviewed this report of Realty Parking Properties II L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the pro forma financial condition and pro forma results of operations of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: 7/17/03 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company II, Inc. General Partner -9- 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: July 17, 2003 By: /s/ John M. Prugh John M. Prugh President Realty Parking Company II, Inc. General Partner DATE: July 17, 2003 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Realty Parking Company II, Inc. General Partner -10-

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