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                                                                    Exhibit 99.3

                Notes to Pro Forma Combined Financial Statements


Distribution of Impark

         In March 2000, the Registrant distributed all common stock of Impark to
its shareholders. One share of Impark common stock was distributed for every 20
of the Registrant's common shares of beneficial interest held on March 20, 2000.
Approximately 2.1 million shares of Impark common stock were distributed. As
part of the spin-off, the Registrant repaid Impark's bank credit facility of
approximately $24.2 million, contributed approximately $7.5 million of cash, its
14 Canadian parking properties and $6.7 million for a parking development
located in San Francisco, California. The Registrant will also provide a secured
line of credit for $8 million to Impark. Ownership of Ventek International,
Inc., a manufacturing subsidiary of Impark, was retained by the Registrant.

Financing of Park Plaza Mall

         In April 2000, the Registrant obtained a $42 million first mortgage
loan secured by the Park Plaza Mall. The loan is non-recourse, has a 10 year
term and a fixed interest rate of 8.69% payable on a 30 year amortization
schedule. The Registrant received proceeds, net of closing costs and escrow
deposits, of $41.4 million. The adjustment to interest expense on the pro forma
combined statement of operations represents the net difference in interest
expense between the financing and the interest expense on the debt encumbering
the property through December 13, 1999. Annualized interest expense on the new
financing is approximately $3.6 million.

Sale of Crossroads Center Mall

         In April 2000, the Registrant sold Crossroads Center Mall for $80.3
million, of which approximately $78.3 million was applied against a loan payable
to the purchaser and the assumption of the first mortgage debt on the mall. The
Registrant will recognize a gain on the sale of approximately $58 million, less
an extraordinary loss on extinguishment of debt of approximately $2.4 million
during the second quarter of 2000.