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) January 31, 2000
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
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Page(s)
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 January 31, 2000, the Fund sold its 600-car parking garage, located
in Dallas, Texas for $7,000,000, including cash of $6,450,000 and a second lien
promissory note of $550,000. The Fund's investment in the property was
$3,673,210, net of accumulated depreciation of $512,472. The capital gain from
the sale totalled $2,997,000, net of expenses of $329,790.
The second lien promissory note of $550,000 is secured by a Second Deed
of Trust and is due on or before October 31, 2000. Interest on the unpaid
principal balance shall accrue at the rate of 15% per annum.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma Balance Sheet assumes the sale of the
Dallas, Texas property on September 30, 1999. The unaudited pro forma Statements
of Operations assume the sale of the property on January 1, 1998, and January 1,
1999.
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
September 30, 1999.
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Balance Sheet
Unaudited
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<CAPTION>
Sept. 30,
1999 Pro Forma Pro Forma
Historical Adjustments Results
Assets
<S> <C> <C> <C>
Investment in real estate. net $ 19,721,395 $ (3,695,050) (1) $ 16,026,345
Cash and cash equivalents 4,964,309 4,964,309
Accounts receivable 519,073 (103,080) (2) 415,993
Note receivable - 550,000 (1) 550,000
$ 25,204,777 $ (3,248,130) $ 21,956,647
Liabilities and Partners' Capital
Accounts payable and prepaid rent $ 31,084 $ $ 31,084
Due to affiliates 346,903 346,903
Real estate taxes payable 241,900 (103,080) (2) 138,820
Note payable 2,361,000 2,361,000
2,980,887 (103,080) 2,877,807
Partners' Capital
General Partner (87,195) (31,451) (1) (118,646)
Assignee and Limited Partnership
Interests - $25 stated value per unit,
1,392,800 units outstanding 22,310,985 (3,113,600) (1) 19,197,386
Subordinated Limited Partner 100 100
22,223,890 (3,145,050) 19,078,840
$ 25,204,777 $ (3,248,130) $ 21,956,647
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Statement of Operations
Unaudited
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<CAPTION>
Nine Mos.
Sept. 30,
1999 Pro Forma Pro Forma
Historical Adjustments Results
Revenues
<S> <C> <C> <C>
Gain from sale of property $ 6,311,322 $ - $ 6,311,322
Parking lot rental 1,910,317 (248,741) (3) 1,661,576
Interest income 43,782 43,782
8,265,421 (248,741) 8,016,680
Expenses
Administrative, including amounts to related party 77,550 77,550
Professional fees 16,322 16,322
Management fees to related party 149,383 (22,500) (3) 126,883
Interest expense 152,705 152,705
Depreciation 122,690 (65,520) (3) 57,170
Amortization 3,003 3,003
521,653 (88,020) 433,633
Net earnings $ 7,743,768 $ (160,721) (4) $ 7,583,047
Net earnings per unit of assignee and
limited partnership interests-basic $ 5.50 $ (0.11) (5) $ 5.39
Cash distribution per unit of assignee and
limited partnership interests $ 7.22 $ (0.11) (5) $ 7.11
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REALTY PARKING PROPERTIES II L.P.
Pro Forma Statement of Operations
Unaudited
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<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 $ (291,936) (3) $ 2,011,770
Interest income 26,396 26,396
2,330,102 (291,936) 2,038,166
Expenses
Administrative, including amounts to related party 85,880 85,880
Professional fees 58,756 58,756
Management fees to related party 207,996 (30,000) (3) 177,996
Interest expense 245,770
Depreciation 172,332 (87,361) (3)
Amortization 6,000 6,000
776,734 (117,361) 328,632
Net earnings $ 1,553,368 $ (174,575) (4) $ 1,709,534
Net earnings per unit of assignee and
limited partnership interests-basic $ 1.10 $ (0.12) (5) $ 0.98
Cash distribution per unit of assignee and
limited partnership interests $ 1.03 $ (0.12) (5) $ 0.91
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REALTY PARKING PROPERTIES II L.P.
Notes to Pro Forma Financial Statements
Unaudited
Note 1
On January 31, 2000 the Fund sold its 600-car parking garage, located in
Dallas, Texas for $7,000,000, including cash of $6,450,000 and a second lien
promissory note of $550,000. The Fund's investment in the property was
$3,673,210, net of accumulated depreciation of $512,472. Investment in real
estate and partners' capital have been adjusted to reflect the sale of the
property as of September 30, 1999 and the related distribution of net sales
proceeds in accordance with the Partnership Agreement.
The second lien promissory note of $550,000 is secured by a Second Deed
of Trust and is due on or before October 31, 2000. Interest on the unpaid
principal balance shall accrue at the rate of 15% per annum.
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 September
30, 1999.
Note 3
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 capital gain realized on the sale of the
property totalled $2,997,000 (net of expenses of $329,790) is not included in
the pro forma statements of operations.
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 twelve months ended December 31,
1998, and the nine months ended September 30, 1999, are based upon 1,392,800
units outstanding. The cash distributions were derived from net earnings from
operations and sales proceeds during the respective periods of operations.
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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: 2/15/00 By: /s/ John M. Prugh
John M. Prugh
President
Realty Parking Company II, Inc.
General Partner
DATE: 2/15/00 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company II, Inc.
General Partner
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