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 6, 1999
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)
<TABLE>
<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 July 6, 1999, the Fund sold its 106,250 square foot parcel of land in
Denver, Colorado for $5,199,200 in cash. The Fund's investment in the property
was $2,930,358, net of accumulated depreciation of $10,092. The capital gain
from the sale totalled $2,010,550, net of expenses of $258,292.
Sale proceeds of $4,932,167 (less a reserve for nonresident state
withholding taxes of $345,252) 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
Denver, Colorado property on March 31, 1999. The unaudited pro forma Statements
of Operations assume the sale of the property on January 1, 1998, and January 1,
1999, as discussed in Note 1 to the pro forma financial statements, herein.
This information should be read in conjunction with the Fund's Form 10-K
for the year ended December 31, 1998 and its Form 10-Q for the period ended
March 31, 1999.
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Balance Sheet
Unaudited
<TABLE>
<CAPTION>
March 31,
1999 Pro Forma Pro Forma
Historical Adjustments Results
Assets
<S> <C> <C> <C> <C>
Investment in real estate. net $ 26,574,389 $ (2,930,358)(1) $ 23,644,031
Cash and cash equivalents 648,689 648,689
Accounts receivable 322,014 322,014
Financing costs, net 1,503 1,503
$ 27,546,595 $ (2,930,358) $ 24,616,237
Liabilities and Partners' Capital
Accounts payable and prepaid rent $ 34,574 $ 34,574
Due to affiliates 74,496 74,496
Real estate taxes payable 305,850 305,850
Note payable 2,561,000 2,561,000
2,975,920 2,975,920
Partners' Capital
General Partner (63,727) (29,304)(1) (93,031)
Assignee and Limited Partnership
Interests - $25 stated value per unit,
1,392,800 units outstanding 24,634,302 (2,901,054)(1) 21,733,248
Subordinated Limited Partner 100 100
24,570,675 (2,930,358) 21,640,317
$ 27,546,595 $ (2,930,358) $ 24,616,237
</TABLE>
2
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Statement of Operations
Unaudited
<TABLE>
<CAPTION>
Three Mos.
March 31,
1999 Pro Forma Pro Forma
Historical Adjustments Results
Revenues
<S> <C> <C> <C> <C>
Parking lot rental $ 476,872 $ (47,334) (2) $ 429,538
Interest income 4,691 4,691
481,563 (47,334) 434,229
Expenses
Administrative, including amounts to related party 24,327 24,327
Professional fees 6,000 6,000
Management fees to related party 52,008 (11,297) (2) 40,711
Interest 50,576 50,576
Depreciation 43,083 (783) (2) 42,300
Amortization 1,500 1,500
177,494 (12,080) 165,414
Net earnings $ 304,069 $ (35,254) (3) $ 268,815
Net earnings per unit of assignee and
limited partnership interests-basic $ 0.22 $ (0.03)(3&4) $ 0.19
Cash distribution per unit of assignee and
limited partnership interests $ 0.27 $ (0.03)(3&4) $ 0.24
</TABLE>
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Statement of Operations
Unaudited
<TABLE>
<CAPTION>
Twelve Mos.
Dec. 31,
1998 Pro Forma Pro Forma
Historical Adjustments Results
Revenues
<S> <C> <C> <C> <C>
Parking lot rental $ 2,303,706 $ (216,184) (2) $ 2,087,522
Interest income 26,396 26,396
2,330,102 (216,184) 2,113,918
Expenses
Administrative, including amounts to related party 85,880 85,880
Professional fees 58,756 58,756
Management fees to related party 207,996 (45,188) (2) 162,808
Interest 245,770 245,770
Depreciation 172,332 (3,133) (2) 169,199
Amortization 6,000 6,000
776,734 (48,321) 728,413
Net earnings $ 1,553,368 $ (167,863) (3) $ 1,385,505
Net earnings per unit of assignee and
limited partnership interests-basic $ 1.10 $ (0.12)(3&4) $ 0.98
Cash distributions per unit of assignee and
limited partnership interests $ 1.03 $ (0.12)(3&4) $ 0.91
</TABLE>
4
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REALTY PARKING PROPERTIES II L.P.
Notes to Pro Forma Financial Statements
Unaudited
Note 1
On July 6, 1999, the Fund sold its 106,250 square foot parcel of land in
Denver, Colorado for $5,199,200. The Fund's investment in the property was
$2,930,358, net of accumulated depreciation of $10,092. Investment in real
estate and partners' capital have been adjusted to reflect the sale of the
property as of March 31, 1999 and the related distribution of net sales proceeds
in accordance with the Partnership Agreement.
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 period. The net gain realized on the sale of the
property of $2,010,550 is not included in the proforma statements of operations.
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,
1998, and the three months ended March 31, 1999, 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: 7/20/99 By: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President
Realty Parking Company II, Inc.
General Partner
DATE: 7/20/99 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company II, Inc.
General Partner
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