UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 27, 2001
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Krupp Realty Limited Partnership-VII
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Massachusetts 0-14377 04-2842924
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation or organization identification no.)
One Beacon Street, Boston, Massachusetts 02108
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(Address of principal executive offices) (Zip code)
(617) 523-7722
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(Registrant's telephone number, including area code)
Item 5. Other Events
Contract signed on Windsor Apartments
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On August 27, 2001, Windsor Partners Limited Partnership, an entity owned
by Krupp Realty Limited Partnership - VII (the "Partnership"), entered into
a Purchase and Sale Agreement to sell its interest in Windsor Apartments, a
300-unit multi-family apartment community located in Garland, Texas, to
Alexon Ventures LLC (the "Buyer"), as amended by a Master Amendment to
Purchase and Sale Agreements dated September 28, 2001, as further amended
by a Second Master Amendment to Purchase and Sale Agreements dated October
5, 2001 for approximately $12,316,000, less the repayment of the existing
mortgage and closing costs. The Buyer is not an affiliate of either the
Partnership or its general partners.
On October 22, 2001, the inspection period related to the sale of Windsor
expired and the general partners now believe it is more likely than not
that the sale of the property will occur. Although there can be no
assurance, the sale is expected to be consummated on or about November 15,
2001.
Windsor is the last remaining property owned by the Partnership and, in
accordance with the partnership agreement, upon the occurrence of the sale,
the Partnership will be dissolved and its assets subsequently distributed.
If the sale occurs, the Partnership expects to make one or more liquidating
distributions totaling not less than $280 per investor limited partnership
unit.
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Item 7. Financial Statements, Pro forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
Exhibit 99.1 Purchase and Sale Agreement dated August 27, 2001 by and between
Windsor Partners Limited Partnership and Alexon Ventures, LLC.
Exhibit 99.2 Master Amendment to Purchase and Sale Agreements dated September
28, 2001 by and between Pavillion Partners, Ltd, Tanglewood
Associates Limited Partnership and Windsor Partners Limited
Partnership and The Laramar Group, L.L.C. (formerly known as Alexon
Ventures, LLC)
Exhibit 99.3 Second Master Amendment to Purchase and Sale Agreements dated
October 5, 2001 by and between Pavillion Partners, Ltd,
Tanglewood Associates Limited Partnership and Windsor Partners
Limited Partnership and The Laramar Group, L.L.C.(formerly known as
Alexon Ventures, LLC)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Krupp Realty Limited Partnership-VII
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(Registrant)
BY: /s/ David C. Quade
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David C. Quade
Treasurer (Principal Financial and Accounting
Officer) of The Krupp Corporation, a General
Partner
October 26, 2001
EXHIBIT INDEX
Exhibit No. Description
99.1 Purchase and Sale Agreement dated August 27, 2001 by and between Windsor
Partners Limited Partnership and Alexon Ventures, LLC.
99.2 Master Amendment to Purchase and Sale Agreements dated September 28, 2001
by and between Pavillion Partners, Ltd, Tanglewood Associates Limited
Partnership and Windsor Partners Limited Partnership and The Laramar Group,
L.L.C. (formerly known as Alexon Ventures, LLC)
99.3 Second Master Amendment to Purchase and Sale Agreements dated October 5,
2001 by and between Pavillion Partners, Ltd, Tanglewood Associates Limited
Partnership and Windsor Partners Limited Partnership and The Laramar Group,
L.L.C. (formerly known as Alexon Ventures, LLC)