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) June 26, 1997
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.)
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REALTY PARKING PROPERTIES II L.P.
Index
Page(s)
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<CAPTION>
Item 1 Changes in Control of Registrant Inapplicable
<S> <C>
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 March 31, 1997 2
Pro Forma Statement of Operations for the year
ending December 31, 1996 3
Pro Forma Statement of Operations for the three months
ended March 31, 1997 4
Notes to Pro Forma Financial Statements 5
Item 8 Change in Fiscal Year Inapplicable
Item 9 Sales of Equity Securities Pursuant to Regulation S Inapplicable
Signatures 6
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REALTY PARKING PROPERTIES II L.P.
Item 2. Acquisition or Disposition of Assets
On June 26, 1997, the Fund sold its 66,179 square foot parcel of land in
Seattle, Washington for $8,000,000. The Fund's investment in the property was
$4,495,268, net of accumulated depreciation of $3,195. The capital gain from the
sale totalled $2,708,848, net of expenses of $795,884.
Sale proceeds of $7,204,116 will be distributed to holders of assignee and
limited partnership units in accordance with the Partnership Agreement.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma Balance Sheet assumes the sale of the
Seattle, Washington property on March 31, 1997. The unaudited pro forma
Statements of Operations assume the sale of the property on January 1, 1996, and
January 1, 1997, as discussed in Note 1 to the pro forma financial statements,
herein.
This information should be read in conjunction with the Form 10-K dated
December 31, 1996 and the Form 10-Q dated March 31, 1997.
1
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Balance Sheet
Unaudited
<TABLE>
<CAPTION>
March 31,
1997 Pro Forma Pro Forma
Historical Adjustments Results
Assets
<S> <C> <C> <C>
Investment in real estate. net $31,414,322 $ (4,495,268)(1) $26,919,054
Cash and cash equivalents 577,200 577,200
Accounts receivable 591,667 591,667
Financing costs, net 13,503 13,503
$32,596,692 $ (4,495,268) $28,101,424
Liabilities and Partners' Capital
Accounts payable and prepaid rent $ 108,034 $ 108,034
Due to affiliates 89,417 89,417
Real estate taxes payable 304,754 304,754
Note payable 3,061,000 3,061,000
3,563,205 3,563,205
Partners' Capital
General Partner (19,100) (44,953)(1) (64,053)
Assignee and Limited Partnership
Interests - $25 stated value per unit,
1,392,800 units outstanding 29,052,487 (4,450,315)(1) 24,602,172
Subordinated Limited Partner 100 100
29,033,487 (4,495,268) 24,538,219
$32,596,692 $ (4,495,268) $28,101,424
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2
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Statement of Operations
Unaudited
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<CAPTION>
Three Months
March 31,
1997 Pro Forma Pro Forma
Historical Adjustments Results
Revenues
<S> <C> <C> <C>
Parking lot rental $ 808,192 $ (78,416) (2) $ 729,776
Interest 4,111 4,111
812,303 (78,416) 733,887
Expenses
Administrative, due to affiliate 23,971 23,971
Professional fees 4,335 4,335
Management fees, due to affiliate 58,260 (8,435) (2) 49,825
Interest 71,572 71,572
Depreciation 43,500 (417) (2) 43,083
Amortization 2,865 2,865
204,503 (8,852) 195,651
Net earnings $ 607,800 $ (69,564) (3) $ 538,236
Net earnings per unit of assignee and
limited partnership interests $ 0.43 $ (0.05)(3&4) $ 0.38
Cash distribution per unit of assignee and
limited partnership interests $ 0.31 $ (0.05)(3&4) $ 0.26
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3
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Statement of Operations
Unaudited
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<CAPTION>
Twelve Months
Dec. 31,
1996 Pro Forma Pro Forma
Historical Adjustments Results
Revenues
<S> <C> <C> <C>
Parking lot rental $2,464,856 $ (313,665) (2) $2,151,191
Interest 14,495 14,495
2,479,351 (313,665) 2,165,686
Expenses
Administrative, due to affiliate 88,682 88,682
Professional fees 32,480 32,480
Management fees, due to affiliate 238,295 (33,738) (2) 204,557
Interest 284,366 284,366
Depreciation 171,248 (1,667) (2) 169,581
Amortization 16,440 16,440
831,511 (35,405) 796,106
Net earnings $1,647,840 $ (278,260) (3) $1,369,580
Net earnings per unit of assignee and
limited partnership interests $ 1.17 $ (0.20)(3&4) $ 0.97
Cash distributions per unit of assignee and
limited partnership interests $ 1.16 $ (0.20)(3&4) $ 0.96
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4
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REALTY PARKING PROPERTIES II L.P.
Notes to Pro Forma Financial Statements
Unaudited
Note 1
On June 26, 1997, the Fund sold its 66,179 square foot parcel of land in
Seattle, Washington for $8,000,000. The Fund's investment in the property was
$4,495,268, net of accumulated depreciation of $3,195. Investment in real estate
has been adjusted to reflect the sale of the property as of March 31, 1997.
Note 2
Parking lot rental income, management fees and depreciation expense have
been adjusted to reflect reductions in these items as if the property was sold
at the beginning of each year.
Note 3
There is no difference between the Fund's net earnings for income tax
purposes and net earnings for financial reporting purposes.
Note 4
Net earnings per unit and cash distributions per unit, as reflected in the
pro forma statements of operations for the twelve months ended December 31,
1996, and the three months ended March 31, 1997, are based upon 1,392,800 units
outstanding. The cash distributions were derived by net earnings during the
respective periods of operations.
5
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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: 7/10/97 By: /s/ John M. Prugh
John M. Prugh
President
Realty Parking Company II, Inc.
General Partner
DATE: 7/10/97 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company II, Inc.
General Partner
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