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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
{ X } ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 000-20147
Realty Parking Properties II L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1710286
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to section 12(g) of the Act:
Assignee Units of Limited Partnership Interests
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
As of December 31, 1998, there were 1,392,800 Units of Assignee and Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established public trading market for the Units, the aggregate market
value of the Units held by non-affiliates of the Registrant cannot be
calculated.
Documents Incorporated by Reference
The Annual Report for 1998 is incorporated by reference.
REALTY PARKING PROPERTIES II L.P.
Index
Part I Page
Item 1. Business 3
Item 2. Properties 4-5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Part II.
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 5-6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation 6-8
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 9
Part III.
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management 11
Item 13. Certain Relationships and Related Transactions 11
Part IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 11-14
Signatures 15
REALTY PARKING PROPERTIES II L.P.
PART I
Item 1. Business
Realty Parking Properties II L. P. (the "Fund") is a Delaware limited
partnership capitalized on December 19, 1990. The Fund's intent was to acquire
surface lots and parking garage buildings (the "Properties") to be held for
appreciation and used for parking operations to produce current income. The
Properties were acquired with an emphasis on surface commercial parking lots
believed to have significant future potential for eventual sale as development
sites. The acquisition program is complete and only minor rehabilitation
expenditures and repairs to existing Properties are expected in the future.
The General Partner of the Fund is Realty Parking Company II, Inc., a
Maryland corporation.
A minimum of 100,000 units of assignee limited partnership interests (the
"Units") and an increased maximum of 4,000,000 Units were registered under the
Securities and Exchange Act of 1933, as amended. The Fund issued an aggregate of
1,392,760 Units, raising $34,819,000 of gross offering proceeds, at eighteen
closings through March, 1993.
The Fund has entered into consulting and advisory agreements with Central
Parking System, Inc. ("Central") and Allright Corporation ("Allright"),
respectively. Pursuant to the agreements, Central and Allright agreed to seek
and identify suitable Properties for purchase by the Fund and to lease such
Properties from the Fund following acquisition. Pursuant to the parking
consulting and advisory agreements, Central or Allright earn a fee upon
disposition of a property equal to 1.5% of the contract price for the sale of a
property. Such fee is earned for services rendered to advise the general partner
on the timing and pricing of property sales.
The Properties are leased to Central or Allright (the "lessee") for a
10-year period (expiring between August 2002 and July 2004) with options to
extend these leases for two additional terms of five years. Under the terms of
the typical lease agreement, the lessees are obligated to pay the Fund the
greater of the minimum rent plus reimbursement of real estate taxes or 65% of
the gross parking revenues ("percentage rent"). The minimum rents are currently
equal to 7% of a property's adjusted acquisition cost, which generally equals
the sum of the property's purchase price, related acquisition expenses and fees,
and site preparation costs. Additionally, under the terms of the leases, the
parking lot operator is responsible for all operating costs, including ad
valorem real estate taxes and general and garage liability insurance coverage.
Each lease is cancelable by the Fund upon the sale of a property and payment to
the lessee of a "termination fee". The termination fee generally equals 15% of
the amount, if any, by which the property's sales proceeds exceed the original
acquisition cost of the property plus a 12% compounded annual return on the
original acquisition cost minus all rents received by the Fund from the
Property. Some of the leases may differ from the terms outlined above in order
to accommodate specific circumstances of an acquired property.
The Fund acquired twelve Properties through 1994 and sold one property in
1997. The Fund's investment prior to depreciation charges, including acquisition
related costs and improvements, is $27,441,189 at December 31, 1998 (see Item 2.
Properties).
The offering proceeds, net of issuance related fees and working capital
reserves, were used to acquire the Properties. Additionally, the Fund obtained a
line of credit to complete the Fund's acquisition program, to supplement working
capital reserves and to make distributions to partners (see Note 7, "Note
Payable," in Item 8, Financial Statements, herein).
The success of the Fund will, to a large extent, depend on the quality of
management of the Fund, its property acquisitions and the timing, terms and
conditions of any sale or financing. Future development may be delayed or
rendered legally or economically unfeasible as a result, for example, of future
building moratoriums, zoning changes and changes in growth and development
patterns.
The interim use of the Properties for parking operations to produce
current income is dependent on Central's and Allright's ability to pay rents
under the terms of the lease agreements. Rents may vary due to percentage rental
payments (discussed above) which are influenced by a variety of factors,
including competition, traffic levels, parking demand and the location, design
and condition of the parking lot (see Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations).
3
REALTY PARKING PROPERTIES II L.P.
Item 2. Properties
The Fund owns eleven properties in total, eight of which are wholly owned
by the Fund. The undivided tenants-in-common ownership of three of the
Properties is noted below. The Properties are not subject to a mortgage or other
lien or encumbrance under the terms of the term loan agreement, however the
collateral security provision of the loan agreement provides for the assignment
of the Fund's rights as a lessor to its interest in the parking lot leases,
contracts and income. As of December 31, 1998 the Fund owns the following
Properties:
Approximate Gross *** 1998
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date
Phoenix, Arizona 275,310 surface lot $ 3,356,534 $ 331,968 5/94- 4/04
Southwest corner of Van
Buren and 44th Streets
San Diego, California 50,000 surface lot 2,226,652 133,104 1/94- 12/03
Block bounded by 8th and 9th
Avenue and A & B Streets
San Diego, California (Union) 35,000 surface lot 3,658,110 218,567 8/94- 7/04
Block bounded by Union,
State, C & B Streets
San Francisco, California 12,720 surface lot 1,941,927 236,816 6/94- 5/04
"L" shaped lot bounded by
New Montgomery, Howard,
and Natoma Streets
Denver, Colorado 106,250 surface lot 2,940,450 216,184 6/94- 5/04
Block bounded by 19th
Avenue, Broadway,
20th Avenue and
Lincoln Street*
Atlanta, Georgia 78,582 surface lot 2,002,269 122,877 4/94- 3/04
Block bounded by Harris and garage
and Williams Streets,
Techwood Drive and
International Boulevard**
Tulsa, Oklahoma 39,646 surface lot 766,285 63,364 12/92- 11/02
Block bounded by South
Boston Avenue, East 3rd
Street and South Cincinnati
Avenue*
Nashville, Tennessee 57,720 surface lot 1,797,731 363,011 9/93- 8/03
North side of Charlotte Avenue and garage
between Fourth and Fifth
Avenues, North
Dallas, Texas 45,714 surface lot 2,200,732 161,082 1/94- 12/03
Southeast corner of Main and and garage
St. Paul Streets
4
REALTY PARKING PROPERTIES II L.P.
Item 2. Properties (continued)
Approximate Gross *** 1998
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date
Dallas, Texas (Metro) 19,450 surface lot 4,185,681 291,936 3/94- 2/04
Southeastern corner of Field and and garage
Elm Streets
San Antonio, Texas 43,341 surface lot 2,364,818 164,797 7/92- 8/02
Northwest corner of Dwyer
Avenue and Nueva Street
$27,441,189 $ 2,303,706
========= =========
* The Fund owns an 80% undivided interest in the Denver, Colorado property and a
60% undivided interest in the Tulsa, Oklahoma property. The remaining interests
in both properties are owned by Central.
** The Fund owns a two-thirds undivided interest in the Atlanta, Georgia
property. The remaining interest in this property is owned by Allright.
*** The gross investment cost reflects the Fund's pro-rata investment in the
jointly owned Properties.
Item 3. Legal Proceedings
The Fund is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the security holders for a vote
during the last quarter of the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
An established public trading market for the Units does not exist and
the Fund does not anticipate that a public market will develop. Transfer of
Units by an investor and purchase of Units by the Fund may be accommodated under
certain terms and conditions. The Partnership Agreement imposes certain
limitations on the transfer of Units and may restrict, delay or prohibit a
transfer primarily if:
o the transfer of Units would cause a technical termination of the Fund
within meaning of Section 708(b)(1)(A) of the Internal Revenue Code;
o such a transfer would be a violation of any federal or state
securities laws that may cause the Fund to be classified other than
as a partnership for federal income tax purposes and;
o such transfers would cause the Fund to be treated as a "publicly
traded partnership" under Section 7704 and 469(k) of the Internal
Revenue Code.
5
REALTY PARKING PROPERTIES II L.P.
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters (continued)
As of December 31, 1998, there were 1,938 holders of assignee units of
limited partnership interests of the registrant, owning an aggregate of
1,392,800 units.
The Fund made four quarterly cash distributions in 1998, 1997 and 1996
totaling $1,450,860, $1,668,518 and $1,626,668, respectively, from funds
provided by operations. Additionally in 1997, the Fund distributed sale proceeds
totaling $7,204,117.
Item 6. Selected Financial Data
Revenues and net earnings information furnished below is for the five years
ended December 31, 1998:
1998 1997 1996 1995 1994
Revenues:
Gain - sale $ - $ 2,708,847 $ - $ - $ -
Rental income 2,303,706 2,589,901 2,464,856 2,252,425 1,648,982
Interest income 26,396 35,447 14,495 15,020 122,854
Net earnings 1,553,368 4,538,493 1,647,840 1,461,945 1,170,914
Net earnings per Unit 1.10 3.23 1.17 1.04 0.83
Total assets 27,582,852 27,969,119 32,476,178 32,308,790 32,009,234
Partners' capital 24,633,693 24,531,185 28,865,327 28,844,155 28,964,914
Cash distributions
paid per Unit:
operations 1.03 1.19 1.16 1.13 .78
return of capital - - - - .38
sale proceeds - 5.12 - - -
The above selected financial data should be read in conjunction with
the financial statements and accompanying notes incorporated by reference in
this report.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Fund completed its acquisition program in 1994 and does not anticipate
acquiring any additional properties. The Fund acquired and made improvements to
twelve properties. The Fund does not contemplate making any major improvements
to its properties during 1999.
At December 31, 1998, the Fund had a working capital position that
includes cash and cash equivalents of $645,327, accounts receivable (net of real
estate taxes payable) of $11,200, and accounts payable and accrued expenses of
$82,309. Cash and cash equivalents decreased $241,873 during 1998. This decrease
represents the net effect of $1,708,987 in cash provided by operating
activities, repayment of $500,000 on the outstanding note borrowing and
distributions to investors of $1,450,860. It is anticipated that remaining cash
and cash equivalents, current operations and the available line of credit will
provide sufficient capital to satisfy the Fund's liquidity requirements.
On February 12, 1999, the Fund made a cash distribution to investors of
$367,087 of which 99% was allocated to assignee and limited partners. This
distribution was derived from cash provided by operating activities during 1998.
6
REALTY PARKING PROPERTIES II L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Liquidity and Capital Resources (continued)
The Fund has a $3.5 million line of credit agreement with a bank.
Borrowings under the credit agreement bear interest on the outstanding principal
amount at the bank's prime rate which was 7.75% at December 31, 1998. This line
of credit agreement was extended for three years until July 2000. The principal
balance at December 31, 1998 and 1997 was $2,561,000 and $3,061,000,
respectively.
Results of Operations
Parking lot rental income includes base rents and percentage rents earned
pursuant to the lease agreements in effect during each period. The Fund leases
its facilities to parking operators under terms that typically include a minimum
rent calculated as a percentage of certain acquisition costs. In addition,
lessees are typically obligated to pay percentage rent, calculated as a
percentage of gross parking revenues.
Parking lot rental income totaled $2,303,706, $2,589,901 and $2,464,856 in
1998, 1997 and 1996, respectively. The decline in parking lot rental income in
1998 is a result of two events. The sale of the Seattle property in June 1997
caused base rental income to decline $152,476 in 1998. In addition, the Atlanta
facility earned a substantial amount of percentage rent in 1997 that was not
duplicated in 1998 (see below).
During 1998 percentage rents were earned at the Nashville, Tulsa, Atlanta,
Denver, San Francisco and Phoenix facilities totaling $473,933. During 1997
percentage rents were earned at the Nashville, Tulsa, Dallas- Metro, Atlanta,
San Francisco and Phoenix facilities totaling $642,958. During 1996 percentage
rents were earned at the Nashville, San Antonio, Tulsa, Atlanta, San Francisco,
San Diego-Union lot and Phoenix facilities totaling $409,065.
Percentage rental payments decreased 25% in 1998, due primarily to a
decline in percentage rents earned at the Atlanta facility. In 1997, the Atlanta
facility earned $283,909 in percentage rents based largely on additional
revenues that it earned during the 1996 Olympic Games. In 1998, the Atlanta
facility earned $2,869 in percentage rent. During 1997 and 1996 percentage rents
increased 57% and 36%, respectively, and is a result of the percentage rents
earned at the Atlanta facility.
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 $3,191. The capital gain from the
sale totaled $2,708,847, net of expenses of $795,885.
In 1998, interest income decreased $9,051 from 1997 due primarily to lower
cash balances. In 1997, interest income increased $20,952 over 1996 due to
higher cash balances.
Expenses in 1998, net of amortization and depreciation, were $598,402,
reflecting a $17,186 decrease from 1997. This decrease is primarily due to
reduced management fees as a result of the Seattle property sale and a reduction
of interest expense due to the lower balance on the note payable and a reduced
interest rate for the full year in 1998.
Expenses in 1997, net of amortization and depreciation, were $615,588,
reflecting a $28,235 decrease from 1996 levels. This decrease is primarily due
to reduced management fees as a result of the Seattle property sale, lower
professional fees and a reduction of interest expense due to the decrease in the
interest rate on the note payable.
7
REALTY PARKING PROPERTIES II L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Results of Operations (continued)
In April 1998, the Fund signed a contract for the sale of its San
Francisco Property. The prospective buyer is interested in the site for future
development. The sale of the property is contingent upon the buyer receiving
certain development approvals. There is no assurance that the buyer will receive
all of the development approvals. If the sale occurs, however, it is likely to
take place during the second quarter of 1999.
The Fund, in accordance with its original investment strategy, continues
to examine opportunities for disposition of its facilities. While it has been
anticipated that the highest returns would be obtained from selling properties
for development potential, strong returns may also be earned from selling
properties based on their parking economics.
Year 2000
The General Partner is aware of the issues associated with the programming
code in many existing computer systems (the "Year 2000" issue) as the millennium
approaches. The General Partner has conducted a review of its computer systems
to identify hardware and software affected by the Year 2000 issue. This issue
affects computer systems having date sensitive programs that may not properly
recognize the Year 2000. Systems that do not properly recognize such information
could generate erroneous data or cause a system to fail resulting in business
interruption.
With respect to its existing computer systems, the General Partner is
upgrading, generally in order to meet the demands of its expanding business. In
the process, the General Partner is taking steps to identify, correct and/or
reprogram and test its existing systems for Year 2000 compliance. It is
anticipated that all new system upgrades or reprogramming efforts will be
completed by mid-1999, allowing adequate time for testing. The General Partner
presently believes that with modification to existing software the Year 2000
issue can be mitigated. However, given the complexity of the Year 2000 issues,
there can be no assurances that the General Partner will be able to address the
problem without costs and uncertainties that might affect future financial
results of the Fund.
The General Partner has incurred, and expects to incur additional internal
costs as well as other expenses to address the necessary software upgrades,
training, data conversion, testing and implementation related to the Year 2000
issue. Such costs are being expensed as incurred. The General Partner does not
expect the amounts required to be expensed to have a material effect on the
Fund's financial position or results of operations.
The Year 2000 issue is expected to affect the systems of various entities
with which the Fund and the General Partner interact including the lessee's of
the Fund's parking properties as well as payors, suppliers and vendors. The
lessees have been queried on their Year 2000 readiness. Management believes the
lessees are addressing and resolving their concerns on a timely basis and will
continue to evaluate the lessees' Year 2000 readiness and develop contingency
plans as appropriate. To date, Management is not aware of any significant Year
2000 issue that could materially impact the lessees. However, there can be no
assurance that data produced by systems of other entities, on which the General
Partner's systems rely, will be converted on a timely basis or that a failure by
another entity's systems to be Year 2000 compliant will not have a material
adverse effect on the Fund.
Management believes it has an effective program in place to resolve the
Year 2000 issue, in a timely manner. Contingency plans involve system
enhancement, manual workarounds, and adjusting staffing strategies.
Nevertheless, Management believes that it could continue its normal business
operations if compliance is delayed. The General Partner does not believe that
the Year 2000 issue will materially impact the Fund's results of operations,
liquidity, or capital resources.
8
REALTY PARKING PROPERTIES II L.P.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The market risk associated with financial instruments and derivative
financial and commodity instruments is the risk of loss from adverse changes in
market prices or rates. The Fund's market risk arises primarily from interest
rate risk relating to borrowings under its line of credit which bear interest at
the prime rate of interest of a designated bank. Borrowings under the line of
credit are due in July 2000. The Fund does not expect that it will make
additional borrowings under the line and intends to continue reducing the
outstanding balance to the extent cash flows from operating activities exceed
amounts needed to provide for regular quarterly distributions to the partners
and liquidity needs. Assuming that the outstanding balance were to remain
unchanged from that at December 31, 1998 ($2,561,000), a 1% increase in the
prime rate of interest would reduce the Fund's net earnings by approximately
$25,600 on an annualized basis.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements:
Page(s)
Herein Annual Report
Independent Auditors' Report 12 5
Balance Sheets 6
Statements of Operations 7
Statements of Partners' Capital 8
Statements of Cash Flows 9
Notes to Financial Statements 10-15
Financial Statement Schedule
Schedule III - Real Estate and
Accumulated Depreciation 13-14
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
9
REALTY PARKING PROPERTIES II L.P.
Part III
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Fund is Realty Parking Company II, Inc. The
Fund's principal executive offices are located at 225 East Redwood Street,
Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner has
primary responsibility for the selection and negotiation of terms concerning the
acquisition of the Properties' sites, selecting a manager for the interim
investments, and the structure of the offering and of the Fund. The General
Partner is responsible for overseeing the performance of those who contract with
the Fund, as well as making decisions with respect to the financing, sale and
liquidation of the Fund's assets. It provides all reports to and communications
with investors and others, all distributions and allocations to investors, the
administration of the Fund's business and all filings with the Securities and
Exchange Commission and other federal or state regulatory authorities. The
Agreement of Limited Partnership provides for the removal of the General Partner
and the election of a successor or additional general partner by investors
holding a majority in interest of the Units.
The directors and principal officers of the General Partner are as follows:
John M. Prugh, age 50, has been a Director and President of the General
Partner since 1990 and of Alex. Brown Realty, Inc. and Armata Financial Corp.
since 1984. Mr. Prugh graduated from Gettysburg College in 1970, and was
designated a Certified Property Manager by the Institute of Real Estate
Management in 1979. He has worked in property management for H. G. Smithy Co.,
in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland. Since 1977,
Mr. Prugh has been involved in managing, administering, developing and selling
real estate investment projects sponsored by Alex. Brown Realty, Inc. and its
subsidiaries.
Peter E. Bancroft, age 46, has been a Director and Vice President of the
General Partner since 1990 and a Senior Vice President of Alex. Brown Realty,
Inc. and Armata Financial Corp. since 1983. Mr. Bancroft graduated from Amherst
College in 1974, attended the University of Edinburgh, and received a J.D.
degree from the University of Virginia School of Law in 1979. Prior to joining
Alex. Brown Realty, Inc. in 1983, Mr. Bancroft held legal positions with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.
Terry F. Hall, age 52, has been a Vice President and Secretary of the
General Partner since 1990 and a Vice President and Secretary of, and Legal
Counsel for, Alex. Brown Realty, Inc. since 1989. Mr. Hall graduated from the
University of Nebraska-Lincoln in 1968, and received a J.D. degree from the
University of Pennsylvania Law School in 1973. Prior to joining Alex. Brown
Realty, Inc. in 1986, Mr. Hall was a Partner at the law firm of Venable, Baetjer
and Howard from 1981 to 1986 and an associate at the same firm from 1973 to
1981.
Timothy M. Gisriel, age 42, has been the Treasurer of the General Partner
and of Alex. Brown Realty, Inc. and Armata Financial Corp. since 1990. He was
the Controller of Alex. Brown Realty, Inc. and Armata Financial Corp. from 1984
through 1990. Mr. Gisriel graduated from Loyola College in 1978 and received his
Masters of Business Administration degree from the Robert G. Merrick School of
Business, University of Baltimore, in 1993. Prior to joining Alex. Brown Realty,
Inc. in 1984, Mr. Gisriel was an audit supervisor in the Baltimore office of
Coopers & Lybrand. He is a Maryland Certified Public Accountant.
There is no family relationship among the officers and directors of the
General Partner.
Item 11. Executive Compensation
The officers and directors of the General Partner received no compensation
from the Fund.
The General Partner is entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership (see Note 9. "Partners' Capital" in Item 8. Financial Statements,
herein).
For a discussion of compensation and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.
10
REALTY PARKING PROPERTIES II L.P.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the Fund to own beneficially more than 5% of the
outstanding assignee units of limited partnership interest of the Fund.
The Assignor Limited Partner, Parking Properties Holding Co., Inc., an
affiliate of the General Partner, holds 40 Units representing a beneficial
interest in limited partnership interests in the Fund. The Units held by the
Assignor Limited Partner have all rights attributable to such Units under the
Agreement of Limited Partnership except that these Units of assignee limited
partnership interests are nonvoting.
The General Partner has a 1% interest in the Fund as the General Partner,
but holds no Units.
At December 31, 1998, Central held 42,104 Units (an approximate 3.0%
investment in the Fund).
There are no arrangements, known to the Fund, the operation of which may,
at a subsequent date, result in a change of control of the registrant.
Item 13. Certain Relationships and Related Transactions
The General Partner and its affiliates have and are permitted to engage in
transactions with the Fund. For a summary of fees paid during 1998, 1997 and
1996 to the General Partner and its affiliates, see Note 6, "Related Party
Transactions", in Item 8, Financial Statements, herein.
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
(a) 1. Financial Statements: See Index to Financial Statements and
Supplementary Data in Item 8 on page 9, herein.
2. Financial Statement Schedule: See Index to Financial
Statements and Supplementary Data in Item 8 on page 9,
herein.
3. Exhibits:
(3, 4) Agreement of Limited Partnership on pages 1 through
39 of Exhibit A to the Fund's Registration
Statement on Form S-11 (File No. 33-38437)
incorporated herein by reference.
(13) Annual Report for 1998.
(b) Reports on Form 8-K: None.
11
REALTY PARKING PROPERTIES II L.P.
INDEPENDENT AUDITORS' REPORT
The Partners
Realty Parking Properties II L.P.:
Under date of January 22, 1999, we reported on the balance sheets of Realty
Parking Properties II L.P. as of December 31, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1998 as contained in the 1998 Annual
Report. These financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for 1998. In connection with our
audits of the aforementioned financial statements, we also audited the related
financial statement schedule as listed in the accompanying index. This financial
statement schedule is the responsibility of the Fund's management. Our
responsibility is to express an opinion on the financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ KPMG LLP
Baltimore, Maryland
January 22, 1999
12
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
COLUMN A COLUMN C COLUMN D COLUMN E
COST CAPITALIZED GROSS AMOUNT
SUBSEQUENT CARRIED
INITIAL COST TO THE TO ACQUISITION AT CLOSE OF PERIOD
PARTNERSHIP LAND BUILDING LAND & BUILDING &
DESCRIPTION LAND BUILDING IMPROVEMENTIMPROVEMIMPROVEMENTS IMPROVEMEN TOTAL
PHOENIX, ARIZONA
approximately 275,310 square foot
surface parking lot $3,251,486 105,048 3,356,534 0 3,356,534
SAN DIEGO, CALIFORNIA
approximately 50,000 square foot
surface parking lot 2,197,540 29,112 2,226,652 0 2,226,652
SAN DIEGO, CALIFORNIA (Union)
approximately 35,000 square foot
surface parking lot 3,596,425 61,684 3,658,110 0 3,658,110
SAN FRANCISCO, CALIFORNIA
approximately 12,720 square foot
surface parking lot 1,941,856 71 1,941,927 0 1,941,927
DENVER, COLORADO
approximately 106,250 square foot
surface parking lot 2,914,555 25,895 2,940,450 0 2,940,450
ATLANTA, GEORGIA
approximately 78,582 square foot
surface parking lot & garage 1,206,054 703,019 52,415 40,781 1,258,469 743,800 2,002,269
TULSA, OKLAHOMA
approximately 39,646 square foot
surface parking lot 765,857 428 766,285 0 766,285
NASHVILLE, TENNESSEE
approximately 57,720 square foot
surface parking lot and garage 1,101,312 134,525 133,902 427,992 1,235,214 562,517 1,797,731
DALLAS, TEXAS
approximately 45,714 square foot
surface parking lot and garage 1,351,734 768,578 (21,138)101,558 1,330,596 870,136 2,200,732
DALLAS, TEXAS (Metro)
approximately 19,450 square foot
surface parking lot and garage 778,602 3,384,762 22,317 778,602 3,407,079 4,185,681
SAN ANTONIO, TEXAS
approximately 43,341 square foot
surface parking lot 2,358,144 6,674 2,364,818 0 2,364,818
$21,463,565 4,990,884 394,091 592,648 21,857,657 5,583,532 27,441,189
13
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
page 2 of 2
COLUMN A COLUMN F COLUMN H COLUMN I
LIFE ON
WHICH
ACCUMULATED DEPRECIATION
DEPRECIATION DATE IN LATEST I/S
DESCRIPTION ("A/D") ACQUIRED IS COMPUTED
PHOENIX, ARIZONA
approximately 275,310 square foot
surface parking lot 20,794 06/94 SEE NOTE 5
SAN DIEGO, CALIFORNIA
approximately 50,000 square foot
surface parking lot N/A 12/93 N/A
SAN DIEGO, CALIFORNIA (Union)
approximately 35,000 square foot
surface parking lot 28,802 07/94 SEE NOTE 5
SAN FRANCISCO, CALIFORNIA
approximately 12,720 square foot
surface parking lot 814 05/94 SEE NOTE 5
DENVER, COLORADO
approximately 106,250 square foot
surface parking lot 9,308 12/91 SEE NOTE 5
ATLANTA, GEORGIA
approximately 78,582 square foot
surface parking lot & garage 90,573 03/94 SEE NOTE 5
TULSA, OKLAHOMA
approximately 39,646 square foot
surface parking lot N/A 11/92 N/A
NASHVILLE, TENNESSEE
approximately 57,720 square foot
surface parking lot and garage 110,204 02/92 SEE NOTE 5
DALLAS, TEXAS
approximately 45,714 square foot
surface parking lot and garage 138,110 02/93 SEE NOTE 5
DALLAS, TEXAS (Metro)
approximately 19,450 square foot
surface parking lot and garage 425,112 02/94 SEE NOTE 5
SAN ANTONIO, TEXAS
approximately 43,341 square foot
surface parking lot N/A 06/92 N/A
823,717
(1) 1998 1997 1996
REAL ESTATE A/DREAL ESTATE A/D REAL ESTATE A/D
BALANCE AT BEGINNING OF PERIOD $27,441,189 651,385 31,939,650 481,828 31,927,313 310,580
ADDITIONS TO INVESTMENT IN R/E 0 172,332 0 172,748 12,337 171,248
REAL ESTATE SOLD 0 0 (4,498,461) (3,191) 0 0
BALANCE AT CLOSE OF PERIOD $27,441,189 823,717 27,441,189 651,385 $31,939,650 481,828
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $27,441,189 AT DECEMBER
31, 1998 (3) SEE NOTE 3 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION
REGARDING THE FUND'S
INVESTMENT IN REAL ESTATE.
(4) THERE ARE NO ENCUMBRANCES ON THE REAL ESTATE SET FORTH ABOVE.
(5) LAND IMPROVEMENTS ARE DEPRECIATED OVER 15 YEARS STRAIGHT LINE
BUILDING & IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE DEPRECIATED
OVER 31.5 YEARS STRAIGHT LIN BUILDING & IMPROVEMENTS IN SERVICE AFTER
JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE
14
REALTY PARKING PROPERTIES II L.P.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
REALTY PARKING PROPERTIES II L. P.
DATE: 3/19/99 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company II, Inc.
General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following in the capacities and on the dates
indicated.
DATE: 3/19/99 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company II, Inc.
General Partner
DATE: 3/22/99 BY: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company II, Inc.
General Partner
DATE: 3/22/99 BY: /s/ Terry F. Hall
Terry F. Hall
Vice President and Secretary
Realty Parking Company II, Inc.
General Partner
DATE: 3/19/99 BY: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company II, Inc.
General Partner
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