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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, 2002

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: 0-16190

DEL TACO RESTAURANT PROPERTIES II

(A California limited partnership)
(Exact name of registrant as specified in its charter)
     
 
California
(State or other jurisdiction of
incorporation or organization)
  33-0064245
(I.R.S. Employer
Identification Number)
 
25521 Commercentre Drive
Lake Forest, California
(Address of principal executive offices)
  92630
(Zip Code)

Registrant’s telephone number, including area code: (949) 462-9300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

      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   [  ]

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant’s Form S-11 Registration Statement filed July 10, 1984 are incorporated by reference into Part IV of this report.




TABLE OF CONTENTS

PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submissions of Matters to a Vote of Security Holders
PART II
Item 5. Market for the Partnership’s Common Equity and Related Security Holder Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements
Item 9. Disagreements on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Partnership’s General Partner
Item 11. Management Remuneration and Transactions
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Controls and Procedures
PART IV
Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3


Table of Contents

PART I

Item 1. Business

The partnership is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act. The partnership’s General Partner is Del Taco, Inc., a California corporation (“General Partner”). The partnership sold 27,006 units totaling $6.751 million through an offering of limited partnership units from September 1984 through December 1985. The term of the partnership agreement is until April 30, 2025 unless terminated earlier by means provided in the partnership agreement.

The business of the partnership is ownership and leasing of restaurants in California to Del Taco, Inc. The partnership acquired land and constructed seven Mexican-American restaurants for long-term lease to Del Taco, Inc. Two restaurants were sold in 1994. Each property is leased for 35 years on a triple net basis. Rent is equal to twelve percent of gross sales of the restaurants. As of December 31, 2002, the partnership had a total of five properties leased to Del Taco.

The partnership has no full time employees. The partnership agreement assigns full authority for general management and supervision of the business affairs of the partnership to the General Partner. The General Partner has a one percent interest in the profits or losses and distributions of the partnership. Limited partners have no right to participate in the management or conduct of the partnership’s business affairs.

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Item 2. Properties

The partnership acquired seven properties with proceeds obtained from the sale of partnership units:

                 
                Date of
        Date of   Restaurant   Commencement
Address   City, State   Acquisition   Constructed   of Operation (1)

 
 
 
 
Bear Valley Road   Victorville, CA   February 4, 1986   60 seat with drive
through service
window
  June 13, 1986
West Valley
Boulevard
  Colton, CA   March 11, 1986   60 seat with drive
through service
window
  June 24, 1986
Palmdale
Boulevard
  Palmdale, CA   December 12, 1986   60 seat with drive
through service
window
  May 7, 1987
South Gate Town
Center
  South Gate, CA   January 28, 1987   60 seat with drive
through service
window
  May 28, 1987 (2)
Main Avenue   Fallbrook, CA   March 10, 1987   60 seat with drive
through service
window
  August 19, 1987 (3)
De Anza Country
Shopping Center
  Pedley, CA   April 13, 1987   60 seat with drive
through service
window
  October 28, 1987
Varner Road   Thousand Palms, CA   October 14, 1987   60 seat with drive
through service
window
  April 28, 1988

(1)   Commencement of operation is the first date Del Taco, Inc., as lessee, operated the facility on the site as a Del Taco restaurant.
 
(2)   In May 1994, the South Gate property was sold yielding net proceeds to the partnership of $497,202.
 
(3)   In November 1994, the Fallbrook property was sold yielding net proceeds to the partnership of $357,531.

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Item 3. Legal Proceedings

The partnership is not a party to any material pending legal proceedings.

Item 4. Submissions of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for the Partnership’s Common Equity and Related Security Holder Matters

The partnership sold 27,006 ($6,751,500) limited partnership units during the public offering period ended December 31, 1985 and currently has 1,146 limited partners of record. There is no public market for the trading of the units. Distributions made by the partnership to the limited partners during the past three fiscal years are described in Note 6 to the Notes to the Financial Statements contained under Item 8.

Item 6. Selected Financial Data

The selected financial data presented as of and for the years ended December 31, 2002, 2001, 2000, 1999 and 1998, has been derived from the audited financial statements and should be read in conjunction with the financial statements and related notes as of December 31, 2002, 2001 and 2000 and Item 7.

                                         
    For the Year Ended December 31,
    2002   2001   2000   1999   1998
   
 
 
 
 
Rental revenue
  $ 594,685     $ 575,728     $ 527,732     $ 488,519     $ 481,219  
Interest and other income
    3,314       5,797       6,070       5,282       5,149  
General and administrative expense
    56,748       53,498       51,511       51,727       51,587  
Depreciation expense
    54,180       54,180       54,180       54,180       54,180  
Net income
    487,071       473,847       428,111       387,894       380,601  
Net income per limited partnership unit (1)
    17.86       17.37       15.69       14.22       13.95  
Cash distributions per limited partnership unit
    19.77       18.87       17.21       16.35       15.35  
Total assets
    2,398,716       2,452,804       2,491,290       2,526,820       2,578,195  
Long-term obligations
       None        None        None        None        None

(1)   The net income per limited partnership unit was calculated based upon 27,006 weighted average units outstanding for all years presented.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition, results of operations, liquidity and capital resources, and off balance sheet arrangements and contractual obligations contained within this report on Form 10-K is more clearly understood when read in conjunction with the notes to the financial statements. The notes to the financial statements elaborate on certain terms that are used throughout this discussion and provide information about the partnership and the basis of presentation used in this report on Form 10-K.

The five restaurants leased to Del Taco make up almost all of the income producing assets of the partnership. Therefore, the business of the partnership is almost entirely dependent on the success of the Del Taco trade name restaurants that lease the properties. The success of the restaurants is dependent on a large variety of factors, including, but not limited to, consumer demand and preference for fast food, in general, and for Mexican-American food in particular.

Liquidity and Capital Resources

The partnership offered limited partnership units for sale between September 1984 and December 1985. 15% of the $6.751 million raised through sale of limited partnership units was used to pay commissions to brokers and to reimburse the General Partner for offering costs incurred. Approximately $5.6 million of the remaining funds were used to acquire sites and build seven restaurants. Two restaurants were sold in 1994.

The Partnership’s only source of cash flow is rental income from the properties from the triple net leases. Such operating income has historically been and is expected to continue to be sufficient to fund the Partnership’s operating expenses. Net cash provided by operating activities in excess of the Partnership’s ongoing needs is distributed to the partners.

Off Balance Sheet Arrangements and Contractual Obligations

None.

Results of Operations

The partnership owned seven properties that were under long-term lease to Del Taco for restaurant operations. Two restaurants were sold in 1994 and five are currently operating.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (Continued)

Results of Operations – (Continued)

The following table sets forth rental revenue earned by restaurant for the year:

                           
      Year Ended December 31,
      2002   2001   2000
     
 
 
Bear Valley Rd., Victorville, CA
  $ 106,781     $ 103,210     $ 94,087  
West Valley Blvd., Colton, CA
    141,473       136,772       127,129  
Palmdale Blvd., Palmdale, CA
    80,728       87,539       82,874  
DeAnza Country Shopping Center, Pedley, CA
    105,911       92,514       82,222  
Varner Road, Thousand Palms, CA
    159,792       155,693       141,420  
 
   
     
     
 
 
Total
  $ 594,685     $ 575,728     $ 527,732  
 
   
     
     
 

The partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The partnership earned rental revenue of $594,685 during the year ended December 31, 2002, which represents an increase of $18,957 from 2001. The increase in rental revenue was caused by an increase in sales at the restaurants under lease.

The partnership earned rental revenue of $575,728 during the year ended December 31, 2001, which represents an increase of $47,996 from 2000. The increase in rental revenue was caused by an increase in sales at the restaurants under lease.

The following table breaks down general and administrative expenses by type of expense:

Percentage of Total General & Admin. Expense

                           
      Year Ended December 31,
      2002   2001   2000
     
 
 
Accounting fees
    55.85 %     54.66 %     61.88 %
Distribution of information
                       
 
to limited partners
    41.06       43.84       36.57  
Other
    3.09       1.50       1.55  
 
   
     
     
 
 
    100.00 %     100.00 %     100.00 %
 
   
     
     
 

General and administrative costs increased by $3,250 from 2001 to 2002. The increase was caused primarily by increased costs for income tax preparation, annual audit fees and costs associated with leasing software.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - (Continued)

Results of Operations – (Continued)

General and administrative costs increased by $1,987 from 2000 to 2001. The increase was caused primarily by additional costs incurred during the fourth quarter of 2001 to lease new software. The new software was needed as a result of U.S. Government regulations which require the partnership to electronically file annual K-1 income tax forms with the Internal Revenue Service. The new software prepares and electronically files the income tax forms and maintains the underlying partnership database.

Depreciation expense was the same in both 2001 and 2002.

Net income increased by $13,224 from 2001 to 2002 due to the increase in revenues of $16,474 offset by the $3,250 increase in general and administrative expenses.

Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes SFAS No. 121 and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30. It addresses financial accounting and reporting for the impairment of long-lived assets to be disposed of. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Management adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not have an impact on the Company’s results of operations or financial condition.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3 “Liability Recognition for Certain Employee Terminations Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred as opposed to the date of an entity’s commitment to an exit plan as required under EITF Issue No. 94-3. SFAS 146 also requires that measurement of the liability associated with exit or disposal activities be at fair value. SFAS 146 is effective for the Company for exit or disposal activities that are initiated after December 31, 2002. The implementation of SFAS 146 is not expected to have an impact on the Company’s results of operations or financial condition.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations, as well as disclosures included elsewhere in this report on Form 10-K are based upon the Partnerships financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Partnership believes the critical accounting policies that most impact the financial statements are described below. A summary of the significant accounting policies of the Partnership can be found in Note 1 to the Financial Statements which is included in Item 8 of this Form 10-K.

Revenue Recognition: Revenue is recognized based on 12 percent of gross sales of the restaurants which is recorded at the point of sale.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - (Continued)

Property and Equipment: Property and equipment is stated at cost. Depreciation is computed using the straight-line method over estimated useful lives which are 20 years for land improvements, 35 years for buildings and improvements, and 10 years for machinery and equipment.

The partnership accounts for property and equipment in accordance with Statements of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets.” SFAS 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In evaluating long-lived assets held for use, an impairment loss is recognized if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying value of the asset. Once a determination has been made that an impairment loss should be recognized for long-lived assets, various assumptions and estimates are used to determine fair value including, among others, estimated costs of construction and development, recent sales of comparable properties and the opinions of fair value prepared by independent real estate appraisers. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk.

None.

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Item 8. Financial Statements

PART I. INFORMATION

         
INDEX   PAGE NUMBER

 
Report of Independent Accountants
    10  
Report of Independent Public Accountants
    11  
Balance Sheets at December 31, 2002 and 2001
    12  
Statements of Income for the years ended December 31, 2002, 2001 and 2000
    13  
Statement of Changes in Partners’ Equity for the three years ended December 31, 2002
    14  
Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000
    15  
Notes to Financial Statements
    16-19  

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REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Del Taco Restaurant Properties II:

In our opinion, the accompanying balance sheet and the related statements of income, partners’ equity, and cash flows present fairly, in all material respects, the financial position of Del Taco Restaurant Properties II (A California Limited Partnership) at December 31, 2002, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of Del Taco Restaurant Properties II as of December 31, 2001, and for each of the two years ended December 31, 2001 were audited by other independent accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on those financial statements in their report dated February 15, 2002.


PricewaterhouseCoopers LLP
Orange County, California
January 22, 2003

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The following report is a copy of a report previously issued by Arthur Andersen LLP and has not been reissued by Arthur Andersen LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Del Taco Restaurant Properties, II:

We have audited the accompanying balance sheets of Del Taco Restaurant Properties II (a California Limited Partnership) as of December 31, 2001 and 2000, and the related statements of income, partners’ equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements and the schedule referred to below are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Del Taco Restaurant Properties II as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Real Estate and Accumulated Depreciation Schedule III is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

ORANGE COUNTRY
Orange County, California
February 15, 2002

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DEL TACO RESTAURANT PROPERTIES II

BALANCE SHEETS

                         
            December 31,
            2002   2001
           
 
        ASSETS                
CURRENT ASSETS:
               
 
Cash
  $ 166,116     $ 165,411  
 
Receivable from Del Taco, Inc.
    48,698       49,549  
 
Deposits
    1,238       1,000  
 
 
   
     
 
     
Total current assets
    216,052       215,960  
 
 
   
     
 
PROPERTY AND EQUIPMENT:
               
 
Land and improvements
    1,806,006       1,806,006  
 
Buildings and improvements
    1,238,879       1,238,879  
 
Machinery and equipment
    898,950       898,950  
 
 
   
     
 
 
    3,943,835       3,943,835  
 
Less—accumulated depreciation
    1,761,171       1,706,991  
 
 
   
     
 
 
    2,182,664       2,236,844  
 
 
   
     
 
 
  $ 2,398,716     $ 2,452,804  
 
 
   
     
 
   
LIABILITIES AND PARTNERS’ EQUITY
       
CURRENT LIABILITIES:
               
 
Payable to limited partners
  $ 25,977     $ 20,938  
 
Accounts payable
    4,551       11,568  
 
 
   
     
 
     
Total current liabilities
    30,528       32,506  
 
 
   
     
 
PARTNERS’ EQUITY:
               
 
Limited partners
    2,393,556       2,445,145  
 
General Partner-Del Taco, Inc.
    (25,368 )     (24,847 )
 
 
   
     
 
 
    2,368,188       2,420,298  
 
 
   
     
 
 
  $ 2,398,716     $ 2,452,804  
 
 
   
     
 

The accompanying notes are an
integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

STATEMENTS OF INCOME

                             
        Year Ended December 31,
        2002   2001   2000
       
 
 
REVENUES:
                       
 
Rent
  $ 594,685     $ 575,728     $ 527,732  
 
Interest
    2,014       4,097       4,300  
 
Other
    1,300       1,700       1,770  
 
 
   
     
     
 
 
    597,999       581,525       533,802  
 
 
   
     
     
 
EXPENSES:
                       
 
General and administrative
    56,748       53,498       51,511  
 
Depreciation
    54,180       54,180       54,180  
 
 
   
     
     
 
 
    110,928       107,678       105,691  
 
 
   
     
     
 
   
Net income
  $ 487,071     $ 473,847     $ 428,111  
 
 
   
     
     
 
 
Net income per limited partnership unit
  $ 17.86     $ 17.37     $ 15.69  
 
 
   
     
     
 

The accompanying notes are an
integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

STATEMENT OF CHANGES IN PARTNERS’ EQUITY

     Three years ended December 31, 2002

                                   
      Limited Partners            
     
  General        
      Units   Amount   Partner   Total
     
 
 
 
Balance, December 31, 1999
    27,006     $ 2,526,513     $ (24,025 )   $ 2,502,488  
 
Net income
          423,830       4,281       428,111  
 
Cash distributions
          (464,714 )     (4,694 )     (469,408 )
 
   
     
     
     
 
Balance, December 31, 2000
    27,006       2,485,629       (24,438 )     2,461,191  
 
Net income
          469,109       4,738       473,847  
 
Cash distributions
          (509,593 )     (5,147 )     (514,740 )
 
   
     
     
     
 
Balance, December 31, 2001
    27,006       2,445,145       (24,847 )     2,420,298  
 
Net income
          482,200       4,871       487,071  
 
Cash distributions
          (533,789 )     (5,392 )     (539,181 )
 
   
     
     
     
 
Balance, December 31, 2002
    27,006     $ 2,393,556     $ (25,368 )   $ 2,368,188  
 
   
     
     
     
 

The accompanying notes are an
integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

STATEMENTS OF CASH FLOWS

                               
          Year Ended December 31,
          2002   2001   2000
         
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                       
Net income
  $ 487,071     $ 473,847     $ 428,111  
Adjustments to reconcile net income to net
                       
 
cash provided by operating activities:
                       
   
Depreciation
    54,180       54,180       54,180  
   
(Increase) decrease in receivable from General Partner
    851       (2,198 )     (6,027 )
   
(Increase) decrease in deposits
    (238 )     414       (414 )
   
Increase in payable to limited partners
    5,039       2,834       2,438  
   
Increase (decrease) in accounts payable
    (7,017 )     (427 )     3,329  
 
   
     
     
 
     
Net cash provided by operating activities
    539,886       528,650       481,617  
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Cash distributions to partners
    (539,181 )     (514,740 )     (469,408 )
 
   
     
     
 
Net increase in cash
    705       13,910       12,209  
Beginning cash balance
    165,411       151,501       139,292  
 
   
     
     
 
Ending cash balance
  $ 166,116     $ 165,411     $ 151,501  
 
   
     
     
 

The accompanying notes are an
integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

NOTES TO FINANCIAL STATEMENTS

December 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership: Del Taco Restaurant Properties II (a California limited partnership) was formed on June 20, 1984, for the purpose of acquiring real property in California for construction of seven Mexican-American restaurants to be leased under long-term agreements to Del Taco, Inc. (General Partner for operation under the Del Taco trade name). As of April 28, 1988, all seven restaurants had commenced operation on acquired properties. The South Gate and Fallbrook properties were sold on May 18, 1994 and November 30, 1994, respectively.

Basis of Accounting: The partnership utilizes the accrual method of accounting for transactions relating to the business of the partnership. Distributions are made to the general and limited partners in accordance with the provisions of the partnership agreement (see Note 2).

Property and Equipment: Property and equipment is stated at cost. Depreciation is computed using the straight-line method over estimated useful lives which are 20 years for land improvements, 35 years for buildings and improvements, and 10 years for machinery and equipment.

The partnership accounts for property and equipment in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets.” SFAS 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In evaluating long-lived assets held for use, an impairment loss is recognized if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying value of the asset. Once a determination has been made that an impairment loss should be recognized for long-lived assets, various assumptions and estimates are used to determine fair value including, among others, estimated costs of construction and development, recent sales of comparable properties and the opinions of fair value prepared by independent real estate appraisers. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Recent Accounting Pronouncements: In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes SFAS No. 121 and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30. It addresses financial accounting and reporting for the impairment of long-lived assets to be disposed of. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Management adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not have an impact on the Company’s results of operations or financial condition.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3 “Liability Recognition for Certain Employee Terminations Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred as opposed to the date of an entity’s commitment to an exit plan as required under EITF Issue No. 94-3. SFAS 146 also requires that measurement of the liability associated with exit or disposal activities be at fair value. SFAS 146 is effective for the Company for exit or disposal activities that are initiated after December 31, 2002. The implementation of SFAS 146 is not expected to have an impact on the Company’s financial position or results of operations.

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DEL TACO RESTAURANT PROPERTIES II
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Income Taxes: No provision has been made for federal or state income taxes on partnership net income, since the partnership is not subject to income tax. Partnership income is includable in the taxable income of the individual partners as required under applicable income tax laws. Certain items, primarily related to depreciation methods, are accounted for differently for income tax reporting purposes (see Note 5).

Net Income Per Limited Partnership Unit: Net income per limited partnership unit is based upon the weighted average number of units outstanding during the period which amounted to 27,006 for all years presented.

Use of Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition: Revenue is recognized based on 12 percent of gross sales of the restaurants which is recorded at the point of sale.

Concentration of Risk: The five restaurants leased to Del Taco make up almost all of the income producing assets of the partnership and contributed all of the partnership’s rent revenue for the three years ended December 31, 2002. Therefore, the business of the partnership is almost entirely dependent on the success of the Del Taco trade name restaurants that lease the properties.

NOTE 2 - PARTNERS’ EQUITY

Pursuant to the partnership agreement, annual partnership net income or loss is allocated one percent to the General Partner and 99 percent to the limited partners. Partnership gains from any sale or refinancing will be allocated one percent to the General Partner and 99 percent to the limited partners until allocated gains and profits equal losses, distributions and syndication costs previously allocated. Additional gains will be allocated 15 percent to the General Partner and 85 percent to the limited partners.

NOTE 3 - LEASING ACTIVITIES

The partnership leases certain properties for operation of restaurants to Del Taco, Inc. on a triple net basis. The leases are for terms of 35 years commencing with the completion of the restaurant facility located on each property and require monthly rentals equal to 12 percent of the gross sales of the restaurants. There is no minimum rental under any of the leases. The partnership had a total of five properties leased as of December 31, 2002, 2001 and 2000.

The five restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $4,955,708, $4,797,733 and $4,397,769 and unaudited net income of $382,117, $359,228 and $282,604 for the years ended December 31, 2002, 2001 and 2000, respectively. Net income by restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense.

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DEL TACO RESTAURANT PROPERTIES II
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2002 and 2001

NOTE 4 - RELATED PARTIES

The receivable from Del Taco consists of rent accrued for the month of December 2002. The rent receivable was collected on January 15, 2003.

The General Partner received $5,392 in distributions during 2002 relating to its one percent interest in the partnership.

Del Taco, Inc. serves in the capacity of General Partner in other partnerships which are engaged in the business of operating restaurants, and three other partnerships which were formed for the purpose of acquiring real property in California for construction of Mexican-American restaurants for lease under long-term agreements to Del Taco, Inc. for operation under the Del Taco trade name.

The General Partner provides certain minimal managerial and accounting services to the Partnership at no cost.

NOTE 5 - INCOME TAXES

A reconciliation of financial statement net income to taxable income for each of the periods is as follows:

                         
    2002   2001   2000
   
 
 
Net income per financial statements
  $ 487,071     $ 473,847     $ 428,111  
Excess book depreciation
    8,363       8,509       8,509  
 
   
     
     
 
Taxable income
  $ 495,434     $ 482,356     $ 436,620  
 
   
     
     
 

A reconciliation of partnership equity per the financial statements to net worth for tax purposes as of December 31, 2002, is as follows:

           
Partners’ equity per financial statements
  $ 2,368,188  
Issue costs of limited partnership units
       
 
capitalized for tax purposes
    986,745  
Excess book depreciation
    51,921  
Writedown of Real Estate held for sale
    161,963  
Other
    5,465  
 
   
 
Net worth for tax purposes
  $ 3,574,282  
 
   
 

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DEL TACO RESTAURANT PROPERTIES II
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2002 and 2001

NOTE 6 - CASH DISTRIBUTIONS TO LIMITED PARTNERS

Cash distributions to limited partners were as follows:

                           
      Cash   Weighted   Number of Units
      Distributions per   Average Number   Outstanding at
      Limited Partnership   of Units   the End of
Quarter Ended   Unit   Outstanding   Quarter

 
 
 
December 31, 1999
  $ 4.35       27,006       27,006  
March 31, 2000
    3.88       27,006       27,006  
June 30, 2000
    3.87       27,006       27,006  
September 30, 2000
    5.11       27,006       27,006  
 
   
                 
 
Total paid in 2000
  $ 17.21                  
 
   
                 
December 31, 2000
  $ 4.71       27,006       27,006  
March 31, 2001
    4.42       27,006       27,006  
June 30, 2001
    4.52       27,006       27,006  
September 30, 2001
    5.22       27,006       27,006  
 
   
                 
 
Total paid in 2001
  $ 18.87                  
 
   
                 
December 31, 2001
  $ 5.11       27,006       27,006  
March 31, 2002
    4.43       27,006       27,006  
June 30, 2002
    4.78       27,006       27,006  
September 30, 2002
    5.45       27,006       27,006  
 
   
                 
 
Total paid in 2002
  $ 19.77                  
 
   
                 

Cash distributions per limited partnership unit were calculated based upon the weighted average number of units outstanding for each quarter and were paid from operations. Cash distributions for the quarter ended December 31, 2002 amounted to $4.95 per limited partnership unit and were paid January 31, 2003.

NOTE 7 - RESULTS BY QUARTER (UNAUDITED)

                                   
      First   Second   Third   Fourth
      Quarter   Quarter   Quarter   Quarter
     
 
 
 
Year ended December 31, 2002:
                               
 
Revenues
  $ 144,427     $ 155,119     $ 152,921     $ 145,532  
 
Net income
    105,831       126,000       132,095       123,145  
 
Net income per limited partnership unit
    3.88       4.62       4.84       4.52  
Year ended December 31, 2001:
                               
 
Revenues
  $ 137,169     $ 144,958     $ 150,304     $ 149,094  
 
Net income
    100,321       118,307       129,302       125,917  
 
Net income per limited partnership unit
    3.68       4.34       4.74       4.61  

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Item 9.          Disagreements on Accounting and Financial Disclosure

None

PART III

Item 10.        Directors and Executive Officers of the Partnership’s General Partner

(a)  & (b)      The executive officers and directors of the General Partner and their ages are set forth below:

             
Name   Title   Age

 
 
Kevin K. Moriarty   Director, Chairman and Chief Executive Officer     56  
C. Ronald Petty   President     58  
Robert J. Terrano   Executive Vice President and Chief Financial Officer     47  
James D. Stoops   Executive Vice President, Operations     50  
Janet D. Erickson   Executive Vice President, Purchasing     46  
Shirlene Lopez   Executive Vice President, Operations Services     38  
Michael L. Annis   Vice President, Secretary and General Counsel     56  
Timothy A. Hackbardt   Vice President, Marketing     39  

The above referenced executive officers and directors of the General Partner will hold office until the annual meeting of its shareholders and directors, which is scheduled for the later part of 2003.

(c)        None

(d)        No family relationship exists between any such director or executive officer of the General Partner.

(e)        The following is an account of the business experience during the past five years of each such director and executive officer:

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Kevin K. Moriarty, Director, Chairman and Chief Executive Officer of Del Taco, Inc. Mr. Moriarty began his career with Burger King Corporation in 1974 in Operations Unit Management. In 1983, he was promoted to Area Manager in New York, and was subsequently promoted to the Regional Vice President, Chicago Region in 1985. In 1988, he became Executive Vice President and General Manager of the North Central Division. Mr. Moriarty served in that position until 1990 when he joined Del Taco, Inc. as President and Chief Executive Officer on July 31, 1990. Mr. Moriarty has served as a director of the General Partner since 1990.

C. Ronald Petty, President of Del Taco, Inc. Mr. Petty began his career in the restaurant business in 1973 with McDonald’s Corporation. He was employed by McDonald’s in a real estate capacity until 1978. For the next 12 years, Mr. Petty was in various officer positions with Burger King. These positions included Vice President of Real Estate, Sr. Vice President of Development, Region Vice President, Sr. Vice President European Operations, President of International and President of U.S. Mr. Petty served as President of Miami Subs from 1990-1992; President and CEO of Denny’s 1993-1996; President and CEO of Peter Piper Pizza 1996-1999; President of Del Taco December 1999-present.

Robert J. Terrano, Executive Vice President and Chief Financial Officer of Del Taco, Inc. From May 1994 to April 1995, Mr. Terrano served as Chief Financial Officer for Denny’s, Inc. in Spartanburg, S.C. From August 1983 to May 1994, he served with Burger King Corporation, Miami Florida, in a variety of positions, most recently as Division Controller. Mr. Terrano joined Del Taco, Inc. in April 1995.

James D. Stoops, Executive Vice President, Operations of Del Taco, Inc. From 1968 to 1991, Mr. Stoops served in a wide variety of Operations positions with Burger King Corporation with increasing levels of responsibility. In 1985, Mr. Stoops was appointed Region Vice President/General Manager for the New York region and served in that position until October of 1990. In January of 1991, he joined Del Taco, Inc. in his current post.

Janet D. Erickson, Executive Vice President, Purchasing of Del Taco, Inc. From 1979 to 1986, Ms. Erickson was with Denny’s Incorporated. She served in the Research and Development department in a variety of positions until 1982 when she was promoted to the position of Purchasing Agent. Ms. Erickson was hired in 1986 as Manager of Contract Purchasing with Carl Karcher Enterprises, a post she held until March 1990 when she became Vice President, Purchasing for Del Taco, Inc. Ms. Erickson has a Bachelor of Science degree in Foods and Nutrition from Cal State Polytechnic University in Pomona, California.

Shirlene Lopez, Executive Vice President, Operations Services of Del Taco, Inc. Ms. Lopez began her career with Del Taco in 1978 as an hourly employee and advanced through the ranks to General Manager in 1984. Ms. Lopez was promoted to the corporate office in 1989 as Human Resource Manager. In 1994, she was promoted to Executive Project Manager reporting to the CEO and in 1996, to Director of Corporate Development in charge of all interior image and design and in 1997, to Vice President, Corporate Development & Design. Ms. Lopez has held her current position since February 2002.

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Michael L. Annis, Vice President, Secretary and General Counsel of Del Taco, Inc. From 1981 to 1986 Mr. Annis served as Regional Real Estate Manager and Director of Real Estate Services with Taco Bell, Inc. In 1986 he served as Regional General Manager with Quaker State Minit Lube. In January of 1987 Mr. Annis joined Red Robin International, Inc. as General Counsel and was subsequently promoted to Vice President/Secretary and later Vice President Real Estate Development/Secretary and General Counsel, the position he held until joining Del Taco, Inc. in December of 1993. Mr. Annis received his J.D. Degree from Whittier College.

Timothy A. Hackbardt, Vice President, Marketing of Del Taco, Inc. Mr. Hackbardt joined Del Taco, Inc. in November 2000. From November 1995 to November 2000, he served as Vice President of Marketing of Taco Time International, Inc., Eugene, OR. From September 1994 to November 1995, Mr. Hackbardt was Director of Marketing for Wok Spirit Chinese Delivery restaurants in Newport Beach, CA. From December 1992 to September 1994, Mr. Hackbardt was Director of Marketing for Fosters Freeze International, Inc., San Luis Obispo, CA. Prior to then, Mr. Hackbardt held various positions in the television and radio industry in sales and sales management. Mr. Hackbardt is a graduate of Central Michigan University where he received a Bachelor of Applied Arts, majoring in Broadcast and Cinematic Arts and minoring in Marketing.

Item 11.       Management Remuneration and Transactions

The partnership has no executive officers or directors and pays no direct remuneration to any executive officer or director of its General Partner. The partnership has not issued any options or stock appreciation rights to any executive officer or director of its General Partner, nor does the partnership propose to pay any annuity, pension or retirement benefits to any executive officer or director of its General Partner. The partnership has no plan, nor does the partnership presently propose a plan, which will result in any remuneration being paid to any executive officer or director of the General Partner upon termination of employment.

Item 12.       Security Ownership of Certain Beneficial Owners and Management

(a)   No person of record currently owns more than five percent of limited partnership units of the partnership, nor was any person known of by the partnership to own of record and beneficially, or beneficially only, more than five percent of such securities.
 
(b)   Neither Del Taco, Inc., nor any executive officer or director of Del Taco, Inc. owns any limited partnership units of the partnership.
 
(c)   The partnership knows of no contractual arrangements, the operation or the terms of which may at a subsequent date result in a change in control of the partnership, except for provisions in the partnership agreement providing for removal of the General Partner by holders of a majority of the limited partnership units and if a material event of default occurs under the financing agreements of the General Partner.

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Item 13.        Certain Relationships and Related Transactions

(a)   No transactions have occurred between the partnership and any executive officer or director of its General Partner.
 
    During 2002, the following transactions occurred between the partnership and the General Partner pursuant to the terms of the partnership agreement.

     
(1)   The General Partner earned $4,871 as its one percent share of the net income of the partnership.
 
(2)   The General Partner received $5,392 in distributions relating to its one percent interest in the partnership.

(b)   During 2002, the partnership had no business relationships with any entity of a type required to be reported under this item.
 
(c)   Neither the General Partner, any director or officer of the General Partner or any associate of any such person, was indebted to the partnership at any time during 2002 for any amount in excess of $60,000.
 
(d)   Not applicable.

Item 14.       Controls and Procedures

There were no significant changes in the partnership’s internal control or other factors that could significantly affect these controls subsequent to February 28, 2003, the date the partnerships’ evaluation of them.

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PART IV

Item 15.        Exhibits, Financial Statements Schedules, and Reports on Form 8-K

(a)(1)   Financial Statements
 
    Included in Part II of this report:
 
    Report of Independent Public Accountants
Balance Sheets
Statements of Income
Statements of Changes in Partners’ Equity
Notes to Financial Statements
 
(a)(2)   Financial Statement Schedules
 
    Report of Independent Public Accountants on Financial Statement Schedule
Schedule III – Real Estate and Accumulated Depreciation
 
    Financial statement schedules other than those referred to above have been omitted because they are not applicable or not required.
 
(b)   Reports on Form 8K
 
    No reports on Form 8-K were filed during the last quarter of 2002.
 
(c)   Exhibits required by Item 601 of Regulation S-K:

  1.   Incorporated herein by reference, Agreement of Limited Partnership of Del Taco Restaurant Properties II filed as Exhibit 3.01 to Partnership’s Registration Statement on Form S-11 as filed with the Securities and Exchange Commission on July 10, 1984.
 
  2.   Incorporated herein by reference, Amendment to Agreement of Limited Partnership of Del Taco Restaurant Properties II.
 
  3.   Incorporated herein by reference, Form of Standard Lease to be entered into by partnership and Del Taco, Inc., as lessee, filed as Exhibit 10.02 to Partnership’s Registration Statement on Form S-11 as filed with the Securities and Exchange Commission on July 10, 1984.
  99.1   Kevin K. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  99.2   Robert J. Terrano’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  99.3   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Partners of
Del Taco Restaurant Properties II:

Our audit of the financial statements referred to in our report dated January 22, 2003 appearing in this Annual Report on Form 10-K also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements.


PricewaterhouseCoopers LLP
Orange County, California
January 22, 2003

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The following report is a copy of the report previously issued by Arthur Andersen LLP and has not been reissued by Arthur Andersen LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Del Taco Restaurant Properties, II:

We have audited the accompanying balance sheets of Del Taco Restaurant Properties II (a California Limited Partnership) as of December 31, 2001 and 2000, and the related statements of income, partners’ equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements and the schedule referred to below are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Del Taco Restaurant Properties II as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Real Estate and Accumulated Depreciation Schedule III is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

ORANGE COUNTRY
Orange County, California
February 15, 2002

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DEL TACO RESTAURANT PROPERTIES II - - SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2002

                                         
                            Cost capitalized   Gross amount at
            Initial cost   subsequent to   which carried at
        to company   acquisition   close of period
       
 
 
        Land   Buildings &           Land, Buildings &
Description           & land   Improve-   Carrying   improvements
(All Restaurants)   Encumbrances   improvements   ments   costs   Total

 
 
 
 
 
Victorville, CA
  $     $ 327,770     $ 224,843     $     $ 552,613  
Colton, CA
          262,661       180,179             442,840  
Palmdale, CA
          404,791       277,677             682,468  
Pedley, CA
          364,334       249,925             614,259  
Thousand Palms, CA
          446,450       306,255             752,705  
 
   
     
     
     
     
 
 
  $     $ 1,806,006     $ 1,238,879     $     $ 3,044,885  
 
   
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                                 
                            Life on which
                            depreciation in latest
Description   Accumulated   Date of   Date   income statement
(All Restaurants)   depreciation   construction   acquired   is computed

 
 
 
 
Victorville, CA
  $ 156,483       1986       1986     20 (LI), 35 (BI)
Colton, CA
    125,400       1986       1986     20 (LI), 35 (BI)
Palmdale, CA
    193,256       1986       1986     20 (LI), 35 (BI)
Pedley, CA
    173,940       1987       1987     20 (LI), 35 (BI)
Thousand Palms, CA
    213,141       1987       1987     20 (LI), 35 (BI)
 
   
                         
 
  $ 862,220                          
 
   
                         

                   
              Accumulated
      Restaurants   Depreciation
     
 
Balances at December 31, 1999:
  $ 3,044,885     $ 699,680  
 
Additions
          54,180  
 
Retirements
           
 
   
     
 
Balances at December 31, 2000:
    3,044,885       753,860  
 
Additions
          54,180  
 
Retirements
           
 
   
     
 
Balances at December 31, 2001:
    3,044,885       808,040  
 
Additions
          54,180  
 
Retirements
           
 
   
     
 
Balances at December 31, 2002:
  $ 3,044,885     $ 862,220  
 
   
     
 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
    DEL TACO RESTAURANT PROPERTIES II

a California limited partnership
     
    Del Taco, Inc.
General Partner
 
Date March 07, 2003 /s/  Kevin K. Moriarty
 

    Kevin K. Moriarty
Director, Chairman and Chief
Executive Officer
     
Date March 07, 2003 /s/  Michael L. Annis
 

    Michael L. Annis
Vice President, Secretary and
General Counsel
     
Date March 07, 2003 /s/  Robert J. Terrano
 

    Robert J. Terrano
Executive Vice President and
Chief Financial Officer

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EXHIBIT INDEX

     
Exhibits   Description

 
1.   Incorporated herein by reference, Agreement of Limited Partnership of Del Taco Restaurant Properties II filed as Exhibit 3.01 to Partnership’s Registration Statement on Form S-11 as filed with the Securities and Exchange Commission on July 10, 1984.
 
2.   Incorporated herein by reference, Amendment to Agreement of Limited Partnership of Del Taco Restaurant Properties II.
 
3.   Incorporated herein by reference, Form of Standard Lease to be entered into by partnership and Del Taco, Inc., as lessee, filed as Exhibit 10.02 to Partnership’s Registration Statement on Form S-11 as filed with the Securities and Exchange Commission on July 10, 1984.
 
99.1   Kevin K. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
99.2   Robert J. Terrano’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
99.3   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002