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 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 8, "Note Payable," in Item 8. Financial Statements, herein).
The Partnership has an Investment Advisory Agreement with Central Parking System, Inc. (the "Advisor"). The Advisor identified properties for purchase by the Fund and leased such properties from the Fund following acquisition. Pursuant to the Investment Advisory Agreement, the Advisor will earn a fee upon disposition of a property equal to 1.5% of the contract price for the sale of the property. Such fee is earned for services rendered to advise the general partner on the timing and pricing of property sales.
The Fund acquired twelve Properties through 1994 and has sold ten of the Properties through December 31, 2002. The Fund's net investment in the Properties, including the Property held for sale, is $5,669,365 at December 31, 2002 (see Item 2.
Item 2. Properties
The Fund owns two Properties at December 31, 2002, as follows:
(1) Investment in real estate includes a property classified as held for sale and is recorded net of accumulated depreciation totaling $51,985. (2) The Fund classified this Property as held for sale at December 31, 2002 and subsequently sold the property on February 20, 2003. (3) 2002 rental income does not include rental income from the Properties sold during 2002.
Item 3.
Item 3. Legal Proceedings
The Fund is not subject to any material pending legal proceedings.
Item 4.
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.
REALTY PARKING PROPERTIES II L.P
PART II
Item 5.
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 Sections 7704 and 469(k) of the Internal Revenue Code.
As of December 31, 2002, there were 1,888 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 2002, 2001, and 2000 totaling $705,289, $810,034 and $1,160,501, respectively, from funds provided by operating activities. Additionally, in 2002, 2001 and 2000, the Fund distributed sales proceeds totaling $7,995,759, $5,076,934 and $9,225,916, respectively.
Item 6.
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with the financial statements and accompanying notes incorporated by reference in this report.
(1) Includes revenue from properties sold or classified as held for sale after January 1, 2002, which is classified in discontinued operations in the statements of operations.
(2) Includes gains on properties sold after January 1, 2002, which are classified in discontinued operations in the statements of operations.
REALTY PARKING PROPERTIES II L.P
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
The Fund currently has no plans to use working capital to perform major repairs or improvements to its two remaining properties.
At December 31, 2002, the Fund had a working capital position that included cash and cash equivalents of $327,576 and accounts payable and accrued expenses of $150,201. Cash and cash equivalents decreased $23,688 during 2002. This decrease represents the net effect of $581,600 in cash provided by operating activities, $705,289 in quarterly cash distributions to investors, $8,095,760 from the sales of three properties, and sales proceeds distributions to investors totaling $7,995,759. The Fund has sufficient liquidity to satisfy its anticipated operating expenditures.
On February 20, 2003, the Fund sold its San Antonio property for $3,300,000. The Fund's investment in the property was $2,364,816. The gain from the sales totaled $744,934, net of expenses of $190,250.
On March 17, 2003, the Fund made the San Antonio sale proceeds distribution totaling $3,109,750, of which 99% was allocated to Assignee and Limited Partners. Assignee and Limited Partners received a cash distribution of approximately $2.21 per original $25 Unit.
In July 2000, the Fund's line of credit agreement with a bank was amended to reduce the bank's commitment from $3,500,000 to $736,000, the principal balance outstanding at that time. The principal balance at December 31, 2000 was $636,000. The line of credit was repaid in full during 2001.
Results of Operations
In accordance with the provisions of Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144), the statements of operations present income from continuing operations and from discontinued operations. Discontinued operations include the operating results of properties sold in 2002. The prior year amounts for these properties have been reclassified to discontinued operations as required by SFAS No. 144. The following discussion and analysis of the results of operations conforms to this presentation in the statements of operations.
Parking lot rental income includes base rents and percentage rents earned pursuant to lease agreements in effect during each period. The Fund leases its facilities to the Advisor under terms that typically include a minimum rent calculated as a percentage of certain acquisition costs. In addition, the Advisor is typically obligated to pay percentage rent, calculated as a percentage of gross parking revenues.
Sales
During 2002, the Fund sold three properties (Dallas, Nashville and Tulsa) for $8,702,500. The Fund's investment in the properties was $4,246,113 net of a settlement payment, and accumulated depreciation of $407,498. The gain from the sales totaled $3,738,508, net of expenses of $717,879.
During 2001, the Fund sold one property for $5,320,000. The Fund's investment in the property was $3,604,936, net of accumulated depreciation of $53,174. The gain from the sale totaled $1,471,997, net of expenses of $243,067.
During 2000, the Fund sold two properties for $11,328,000. The Fund's investment in the properties was $5,899,862, net of accumulated depreciation of $512,472. The gain from the sales totaled $4,883,776, net of expenses of $544,362.
REALTY PARKING PROPERTIES II L.P
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Continuing Operations
Parking lot revenue for 2002, 2001 and 2000 totaled $289,766, $545,809 and $708,135, respectively.
Parking lot revenue declined during 2002 by $256,043 from 2001. This decline resulted from: (1) reduced rental income of $200,352 related to the property that was sold during 2001, and (2) lower percentage rent of $55,691 earned at a property during 2002.
Parking lot revenue declined during 2001 by $162,326 from 2000. This decline resulted from: (1) reduced rental income of $126,840 related to the two properties that were sold during 2000, (2) reduced rental income of $18,214 related to the property that was sold during 2001, and (3) lower percentage rent of $17,272 earned at one of the properties during 2001.
Expenses in 2002, net of depreciation, totaled $149,551, reflecting a decrease of $71,504 from 2001. The decrease was primarily the result of lower administrative costs, lower professional fees, as nonrecurring fees were incurred in obtaining updated appraisals in 2001, and lower interest expense as a result of the repayment of the note payable in full during 2001.
Expenses in 2001, net of depreciation, totaled $221,055, reflecting a decrease of $75,101 from 2000. The decrease was primarily the result of lower interest expense due to the lower balance on the note payable, which was repaid in full during 2001.
Discontinued Operations
Discontinued operations reflects parking revenue from the Fund's properties in Dallas, Nashville, Tulsa and San Antonio, net of expenses that can be directly attributed to these properties and gains on the sales of the Dallas, Nashville and Tulsa properties discussed above.
Parking lot revenue for 2002, 2001 and 2000 totaled $644,029, $737,042 and $731,336, respectively. Parking lot revenue decreased during 2002 by $93,013 from 2001 as a result of the decrease in rental income earned at the three properties that were sold during 2002. Parking lot revenue increased during 2001 by $5,706 over 2000, as a result of higher percentage rents earned during 2001.
Expenses for 2002, 2001 and 2000 totaled $181,715, $193,590 and $94,276. Expenses decreased during 2002 by $11,875 from 2001 primarily as a result of lower management fees due to sales of property in 2002. Expenses increased during 2001 by $99,314 over 2000. The increase was primarily the result of higher management fees due to adjustments to reflect the fair values of the remaining properties based on updated appraisals and franchise and excise taxes imposed by the State of Tennessee on the Fund's property in Nashville.
Outlook
The Fund has received a letter of intent from a buyer for the Fund's final property in Phoenix, Arizona for $5,200,000. There is no assurance that this expression of interest will result in a satisfactory contract and the ultimate sale of the property.
REALTY PARKING PROPERTIES II L.P
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Critical Accounting Policies
Critical accounting policies are those that are both important to the presentation of financial condition and results of operations and require management's most difficult, complex or subjective judgments. The Fund's critical accounting policy relates to the evaluation of impairment of long-lived assets.
If events or changes in circumstances indicate that the carrying value of a property to be held and used may be impaired, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the property in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the property is written down to its estimated fair value and an impairment loss is recognized. If the Fund decides to sell a property, it evaluates the recoverability of the carrying amount of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell and an impairment loss is recognized. The estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as each of the parking properties' parking rates, operating expenses and/or the terms of a net lease with a parking operator, recent sales data for comparable properties and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. These estimates are subject to revision as market conditions, and the Fund's assessment of them, change.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
None.
Item 8.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements: Page(s) Herein Annual Report
Independent Auditors' Report 11 4 Balance Sheets 5 Statements of Operations 6 Statements of Partners' Capital 7 Statements of Cash Flows 8 Notes to Financial Statements 9-15 Financial Statement Schedule Schedule III - Real Estate and Accumulated Depreciation 12
All other schedules are omitted because they are not applicable, not required, or because the required information is included in the financial statements or notes thereto.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
REALTY PARKING PROPERTIES II L.P
Part III
Item 10.
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 office is located at 225 East Redwood Street, Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner had 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 of the Units.
The directors and principal officers of the General Partner are as follows:
John M. Prugh, age 54, 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 Dreyfus 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 50, 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 56, 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 46, 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.
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 10. "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.
REALTY PARKING PROPERTIES II L.P
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Partner Matters
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 are nonvoting.
The General Partner has a 1% interest in the Fund as the General Partner, but holds no Units.
At December 31, 2002, the Advisor 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.
No securities of the Fund are authorized for issuance under equity compensation plans at December 31, 2002.
Item 13.
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 2002, 2001 and 2000 to the General Partner and its affiliates, see Note 7, "Related Party Transactions", in Item 8. Financial Statements, herein.
Item 14.
Item 14. Controls and Procedures Within the 90-day period prior to the filing of this report, an evaluation was performed under the supervision and with the participation of the Partnership's management, including the Chief Executive Officer and Chief Financial Officer of the General Partner, of the effectiveness of the design and operation of disclosure controls and procedures as defined in Rule 13a-14 of the rules promulgated under the Securities and Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the General Partner concluded that the design and operation of these disclosure controls and procedures were effective. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
PART IV
Item 15.
Item 15. 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. Financial Statements, herein.
2. Financial Statement Schedule: See Index to Financial Statements and Supplementary Data in Item 8. Financial Statements, herein.
3. Exhibits: o (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. o Annual Report for 2002. o (99.1) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. o (99.2) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. o (99.3) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. o (99.4) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K: None.
INDEPENDENT AUDITORS' REPORT
The Partners Realty Parking Properties II L.P.:
Under date of January 24, 2003, we reported on the balance sheets of Realty Parking Properties II L.P. as of December 31, 2002 and 2001, and the related statements of operations, partners' capital and cash flows for each of the years in the three-year period ended December 31, 2002, which are included in the Annual Report on Form 10-K for 2002. 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 24, 2003
REALTY PARKING PROPERTIES II L.P. SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2002
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $5,721,350 AT DECEMBER 31,
(3) SEE NOTE 3 AND 4 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 AND IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE DEPRECIATED OVER 31.5 YEARS STRAIGHT LINE BUILDING AND IMPROVEMENTS IN SERVICE AFTER JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE
Exhibit 99.1
REALTY PARKING PROPERTIES II L.P.
CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Realty Parking Properties II L.P.'s (the "Fund") Quarterly Report on Form 10-K for the period ending December 31, 2002 with the Securities and Exchange Commission on the date hereof (the "Report"), I, John M. Prugh, the Chief Executive Officer of Realty Parking Company II, Inc., General Partner of the Fund, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
Date: 3/24/03 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company II, Inc. General Partner
Exhibit 99.2
REALTY PARKING PROPERTIES II L.P.
CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Realty Parking Properties II L.P.'s (the "Fund") Quarterly Report on Form 10-K for the period ending December 31, 2002 with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy M. Gisriel, the Chief Financial Officer of Realty Parking Company II, Inc., General Partner of the Fund, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
Date: 3/24/03 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company II, Inc. General Partner
Exhibit 99.3
REALTY PARKING PROPERTIES II L.P.
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John M. Prugh, certify that:
1. I have reviewed this report of Realty Parking Properties II L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation, to the issuer's auditors and the audit committee of issuer's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and
6. The issuer's other certifying officer and I have indicated in this report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company II, Inc. General Partner
Exhibit 99.4
REALTY PARKING PROPERTIES II L.P.
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy M. Gisriel, certify that:
1. I have reviewed this report of Realty Parking Properties II L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation, to the issuer's auditors and the audit committee of issuer's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and
6. The issuer's other certifying officer and I have indicated in this report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any correct ive actions with regard to significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company II, Inc. General Partner
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: 3/24/03 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: 3/24/03 BY: /s/ John M. Prugh John M. Prugh President and Director Realty Parking Company II, Inc. General Partner
DATE: 3/25/03 BY /s/ Peter E. Bancroft Peter E. Bancroft Vice President and Director Realty Parking Company II, Inc. General Partner
DATE: 3/25/03 BY /s/ Terry F. Hall Terry F. Hall Vice President and Secretary Realty Parking Company II, Inc. General Partner
DATE: 3/24/03 BY: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Realty Parking Company II, Inc. General Partner