1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended MARCH 31, 2001
Commission File Number 0-13810
REAL ESTATE ASSOCIATES LIMITED VII
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3290316
9090 WILSHIRE BLVD., SUITE 201
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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 [ ]
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2001
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, March 31, 2001 and December 31, 2000 ............................. 1
Statements of Operations,
Three Months Ended March 31, 2001 and 2000 ................................. 2
Statement of Partners' Deficiency,
Three Months Ended March 31, 2001 .......................................... 3
Statements of Cash Flows,
Three Months Ended March 31, 2001 and 2000 ................................. 4
Notes to Financial Statements .................................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation ......................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................................................ 13
Item 6. Exhibits and Reports on Form 8-K ................................................. 13
Signatures ................................................................................ 14
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REAL ESTATE ASSOCIATES LIMITED VII
(a California limited partnership)
BALANCE SHEETS
MARCH 31, 2001 AND DECEMBER 31, 2000
ASSETS
2001 2000
(Unaudited) (Audited)
------------ ------------
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 152,626 $ 149,626
CASH 125,550 205,538
------------ ------------
TOTAL ASSETS $ 278,176 $ 355,164
============ ============
LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Notes payable (Note 3) $ 17,424,501 $ 17,424,501
Accrued interest payable (Note 3) 25,523,421 25,147,770
Accrued fees and expenses
due general partner (Note 4) 5,642,556 5,506,492
Accounts payable and other liabilities 72,596 78,272
------------ ------------
48,663,074 48,157,035
------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)
PARTNERS' DEFICIENCY:
General partners (806,979) (801,149)
Limited partners (47,577,919) (47,000,722)
------------ ------------
(48,384,898) (47,801,871)
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
DEFICIENCY $ 278,176 $ 355,164
============ ============
The accompanying notes are an integral part of these financial statements.
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REAL ESTATE ASSOCIATES LIMITED VII
(a California limited partnership)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
2001 2000
--------- ---------
REVENUE:
Interest income $ 1,310 $ 1,010
--------- ---------
OPERATING EXPENSES:
Interest (Note 3) 413,151 409,308
Management fees - general partner (Note 4) 125,045 125,045
General and administrative (Note 4) 21,672 18,819
Legal and accounting 27,469 24,788
--------- ---------
587,337 577,960
--------- ---------
LOSS FROM OPERATIONS (586,027) (576,950)
EQUITY IN INCOME (LOSS) OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ADDITIONAL BASIS AND
ACQUISITION COSTS (Note 2) 3,000 (10,000)
--------- ---------
NET LOSS $(583,027) $(586,950)
========= =========
NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (28) $ (28)
========= =========
The accompanying notes are an integral part of these financial statements.
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REAL ESTATE ASSOCIATES LIMITED VII
(a California limited partnership)
STATEMENT OF PARTNERS' DEFICIENCY
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(Unaudited)
General Limited
Partners Partners Total
------------ ------------ ------------
PARTNERSHIP INTERESTS 20,802
============
DEFICIENCY
January 1, 2001 $ (801,149) $(47,000,722) $(47,801,871)
Net loss for the three months
ended March 31, 2001 (5,830) (577,197) (583,027)
------------ ------------ ------------
DEFICIENCY
March 31, 2001 $ (806,979) $(47,577,919) $(48,384,898)
============ ============ ============
The accompanying notes are an integral part of these financial statements.
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REAL ESTATE ASSOCIATES LIMITED VII
(a California limited partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
2001 2000
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(583,027) $(586,950)
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity in income (loss) of limited partnerships
and amortization of additional basis
and acquisition costs (3,000) 10,000
Increase in accrued interest payable 375,651 409,308
Increase in accrued fees and expenses
due general partner 136,064 125,045
Decrease in accounts payable
and other liabilities (5,676) (3,358)
--------- ---------
Net cash used in operating activities (79,988) (45,955)
NET DECREASE IN CASH AND CASH EQUIVALENTS (79,988) (45,955)
CASH, BEGINNING OF PERIOD 205,538 96,379
--------- ---------
CASH, END OF PERIOD $ 125,550 $ 50,424
========= =========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR INTEREST $ 37,500 $ --
========= =========
The accompanying notes are an integral part of these financial statements.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual
financial statements; accordingly, the financial statements included
herein should be reviewed in conjunction with the financial statements
and related notes thereto contained in the Annual Report for the year
ended December 31, 2000 prepared by Real Estate Associates Limited VII
(the "Partnership"). Accounting measurements at interim dates inherently
involve greater reliance on estimates than at year end. The results of
operations for the interim periods presented are not necessarily
indicative of the results for the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals), necessary to present fairly the financial position
of the Partnership at March 31, 2001, and the results of operations and
changes in cash flows for the three months then ended.
The general partners have a 1 percent interest in profits and losses of
the Partnership. The limited partners have the remaining 99 percent
interest which is allocated in proportion to their respective individual
investments. National Partnership Investments Corp. (NAPICO) is the
corporate general partner of the Partnership. Casden Properties Inc. owns
a 95.25% economic interest in NAPICO, with the balance owned by Casden
Investment Corporation ("CIC"). CIC, which is wholly owned by Alan I.
Casden, owns 95% of the voting common stock of NAPICO.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America.
USES OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investment in limited partnerships is accounted for on the equity
method. Acquisition, selection and other costs related to the acquisition
of the projects were capitalized as part of the investment account and
are being amortized on a straight line basis over the estimated lives of
the underlying assets, which is generally 30 years.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net loss per limited partnership interest was computed by dividing the
limited partners' share of net loss by the number of limited partnership
interests outstanding during the period. The number of limited
partnership interests was 20,802 for the periods presented.
CASH
The Partnership has its cash on deposit primarily with two high credit
quality financial institutions. Such cash is in excess of the FDIC
insurance limit.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying
amount of the assets, the Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of March 31, 2001, the Partnership holds limited partnership interests
in 21 limited partnerships. In addition, the Partnership holds a general
partner interest in Real Estate Associates IV ("REA IV"), which in turn,
holds limited partner interest in 15 additional limited partnerships.
NAPICO is also a general partner in REA IV. In total, therefore the
Partnership holds interests, either directly or indirectly through REAL
VII, in 36 limited partnerships which owns residential low income rental
projects consisting of 3,379 apartment units. The mortgage loans of these
projects are payable to or insured by various governmental agencies.
The Partnership, as a limited partner, is entitled to between 98 percent
and 99 percent of the profits and losses in the limited partnerships it
has invested in directly. The Partnership is also entitled to 99 percent
of the profits and losses of REA IV. REA IV holds a 99 percent interest
in each of the limited partnerships in which it has invested.
Equity in losses of limited partnerships is recognized in the financial
statements until the limited partnership investment account is reduced to
a zero balance. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Distributions from the limited partnerships are accounted for as a return
of capital until the investment balance is reduced to zero. Subsequent
distributions received are recognized as income.
The following is a summary of the investment in limited partnerships for
the three months ended March 31, 2001:
Balance, beginning of period $ 149,626
Amortization of acquisition costs (1,000)
Equity in loss of limited partnerships 4,000)
---------
Balance, end of period $ 152,626
=========
The following are unaudited combined estimated statements of operations
for the three months ended March 31, 2001 and 2000 for the limited
partnerships in which the Partnership has investments:
Three months Three months
ended ended
March 31, 2001 March 31, 2000
-------------- --------------
Revenues:
Rental and other $ 5,019,000 $ 4,907,000
----------- -----------
Expenses:
Depreciation 800,000 848,000
Interest 486,000 382,000
Operating 3,887,000 3,765,000
----------- -----------
5,173,000 4,995,000
----------- -----------
Net loss $ (154,000) $ (88,000)
=========== ===========
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included above.
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under
such new law and policy, the amount of rental assistance payments under
renewed HAP Contracts will be based on market rentals instead of above
market rentals, which was generally the case under existing HAP
Contracts. The payments under the renewed HAP Contracts may not be
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
in an amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements
of existing loans insured by the Federal Housing Administration of HUD
("FHA") unless such mortgage loans are restructured. In order to address
the reduction in payments under HAP Contracts as a result of this new
policy, the Multi-family Assisted Housing Reform and Affordability Act of
1997 ("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to the Section 8 program. Under MAHRAA, an FHA-insured
mortgage loan can be restructured into a first mortgage loan which will
be amortized on a current basis and a low interest second mortgage loan
payable to FHA which will only be payable on maturity of the first
mortgage loan. This restructuring results in a reduction in annual debt
service payable by the owner of the FHA-insured mortgage loan and is
expected to result in an insurance payment from FHA to the holder of the
FHA-insured loan due to the reduction in the principal amount. MAHRAA
also phases out project-based subsidies on selected properties serving
families not located in rental markets with limited supply, converting
such subsidies to a tenant-based subsidy.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness
under MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
On December 30, 1998, after obtaining the consents of the limited
partners, the Partnership sold its limited partnership interests in 11
local limited partnerships to affiliates of Casden Properties Inc. The
sale resulted in cash proceeds to the Partnership of $400,000, which was
collected in 1999. In March 1999, the Partnership made cash distributions
of $272,500 to the limited partners and $2,750 to the general partners,
primarily using proceeds from the sale of the partnership interests.
NOTE 3 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of
partnership interests from partners who subsequently withdrew from the
operating partnership. As of December 31, 2000, the Partnership is
obligated on non-recourse notes payable of $17,424,501, bearing interest
at 9.5 to 10 percent, to the sellers of the partnership interests. The
Partnership was relieved of notes payable in the amount of $7,445,000 in
connection with the sale of the partnership interests to the Operating
Partnership in 1998. The notes have principal maturity dates ranging from
August 1999 to January 2002 or upon sale or refinancing of the underlying
partnership properties. These obligations and related interest are
collateralized by the Partnership's investments in the investee limited
partnerships and are payable only out of cash distributions from the
investee partnerships, as defined in the notes. Unpaid interest is due at
maturity of the notes.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
NOTE 3 - NOTES PAYABLE (CONTINUED)
Maturity dates on the notes and related accrued interest payable are as
follows:
Accrued
Years Ending December 31, Notes Interest
------------------------- ----------- -----------
2001 $15,834,000 $23,074,462
2002 1,590,501 2,448,959
----------- -----------
$17,424,501 $25,523,421
=========== ===========
Notes and related accrued interest payable, aggregating $38,908,462
became payable prior to March 31, 2001. Due to the Partnership's lack
of cash and partners' deficiency, there is substantial doubt about its
ability to make these payments, which would result in the possible
foreclosure of the investments in the local limited partnerships. As a
result, there is substantial doubt about the Partnership's ability to
continue as a going concern.
In February 2000, the Partnership entered into an agreement with a note
holder related to a note in the amount $2,200,000 plus accrued interest
of $3,195,822 as of March 31, 2001 that became payable in 1999. Subject
to certain conditions, the note holder agreed to cancel the note and
accrued interest and make a payment of $100,000 to the Partnership in
exchange for the Partnership surrendering its interest in the related
encumbered limited partnership. Upon satisfaction of all conditions, the
Partnership will recognize a gain on this transaction of approximately
$5,500,000 as it has a zero investment balance in this limited
partnership.
Management is in process of attempting to negotiate extensions of the
maturity dates on the other past due notes payable.
NOTE 4 - ACCRUED FEES AND EXPENSES DUE GENERAL PARTNER
Under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to NAPICO for an annual
management fee equal to .5 percent of the invested assets of the
partnerships. Invested assets are defined as the costs of acquiring
project interests, including the proportionate amount of the mortgage
loans related to the Partnership's interests in the capital accounts of
the respective partnerships. The fee was approximately $125,000 and
$125,000 for the three months ended March 31, 2001 and 2000,
respectively.
The Partnership reimburses NAPICO for certain expenses. The reimbursement
to NAPICO was approximately $11,000 and $7,400 for the three months ended
March 31, 2001 and 2000, respectively, and is included in administrative
expenses.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
NOTE 5 - CONTINGENCIES
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner)
and two investors holding an aggregate of five units of limited
partnership interest in Real Estate Associates Limited VI (another
affiliated partnership in which NAPICO is the managing general partner)
commenced an action in the United States District Court for the Central
District of California against the Partnership, NAPICO and certain other
affiliated entities. The complaint alleges that the defendants breached
their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the
consent solicitation statements sent to the limited partners of such
partnerships relating to approval of the transfer of partnership
interests in limited partnerships, owning certain of the properties, to
affiliates of Casden Properties Inc., organized by an affiliate of
NAPICO. The plaintiffs seek equitable relief, as well as compensatory
damages and litigation related costs. On August 4, 1999, one investor
holding one unit of limited partnership interest in Housing Programs
Limited (another affiliated partnership in which NAPICO is the managing
general partner) commenced a virtually identical action in the United
States District Court for the Central District of California against the
Partnership, NAPICO and certain other affiliated entities. The second
action has been subsumed in the first action, which has been certified as
a class action. The managing general partner of such NAPICO managed
partnerships and the other defendants believe that the plaintiffs' claims
are without merit and intend to contest the actions vigorously.
The corporate general partner of the Partnership is a plaintiff in
various lawsuits and has also been named a defendant in other lawsuits
arising from transactions in the ordinary course of business. In the
opinion of management and the corporate general partner, the claims will
not result in any material liability to the Partnership.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, when it is practicable to
estimate that value. The notes payable are collateralized by the
Partnership's investments in investee limited partnerships and are
payable only out of cash distributions from investee partnerships. The
operations generated by the investee limited partnerships, which account
for the Partnership's primary source of revenues, are subject to various
government rules, regulations and restrictions which make it
impracticable to estimate the fair value of the notes and related accrued
interest payable. It is impracticable to estimate the fair value of the
amounts due to the general partner due to their related party nature. The
carrying amount of other assets and liabilities reported on the balance
sheets that require such disclosure approximates fair value due to their
short-term maturity.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2001
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income earned
from investing available cash and distributions from limited partnerships
in which the Partnership has invested. It is not expected that any of the
local limited partnerships in which the Partnership has invested will
generate cash flow sufficient to provide for distributions to limited
partners in any material amount.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not
required for investment in local partnerships.
Operating expenses consist primarily of recurring general and
administrative expenses and professional fees for services rendered to
the Partnership. In addition, an annual Partnership management fee in an
amount equal to .5 percent of invested assets is payable to the corporate
general partner.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment
balance by its proportionate share of the income or loss of the local
limited partnerships. Losses incurred after the limited partnership
account is reduced to zero are not recognized.
Distributions received from limited partnerships are recognized as return
of capital until the investment balance has been reduced to zero or to a
negative amount equal to future capital contributions required.
Subsequent distributions received are recognized as income.
Except for certificates of deposit and money market funds, the
Partnership's investments are entirely interests in other limited and
general partnerships owning government assisted projects. Available cash
is invested in money market funds and certificates of deposit which
provide interest income as reflected in the statement of operations.
These temporary investments can be easily converted to cash to meet
obligations as they arise. The Partnership intends to continue investing
available funds in this manner.
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under
such new law and policy, the amount of rental assistance payments under
renewed HAP Contracts will be based on market rentals instead of above
market rentals, which was generally the case under existing HAP
Contracts. The payments under the renewed HAP Contracts may not be in an
amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements
of existing loans insured by the Federal Housing
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2001
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
Administration of HUD ("FHA") unless such mortgage loans are
restructured. In order to address the reduction in payments under HAP
Contracts as a result of this new policy, the Multi-family Assisted
Housing Reform and Affordability Act of 1997 ("MAHRAA"), which was
adopted in October 1997, provides for the restructuring of mortgage loans
insured by the FHA with respect to properties subject to the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured
into a first mortgage loan which will be amortized on a current basis and
a low interest second mortgage loan payable to FHA which will only be
payable on maturity of the first mortgage loan. This restructuring
results in a reduction in annual debt service payable by the owner of the
FHA-insured mortgage loan and is expected to result in an insurance
payment from FHA to the holder of the FHA-insured loan due to the
reduction in the principal amount. MAHRAA also phases out project-based
subsidies on selected properties serving families not located in rental
markets with limited supply, converting such subsidies to a tenant-based
subsidy.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness
under MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
On December 30, 1998, after obtaining the consents of the limited
partner, the Partnership sold its limited partnership interests in 11
local limited partnerships to affiliates of Casden Properties Inc. The
sale resulted in cash proceeds to the Partnership of $400,000, which was
collected in 1999. In March 1999, the Partnership made cash distributions
of $272,000 to the limited partners and $2,750 to the general partners,
primarily using proceeds from the sale of the partnership interests.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2001
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in Real
Estate Associates Limited VI (another affiliated partnership in which NAPICO is
the managing general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The complaint alleges that the defendants
breached their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the consent
solicitation statements sent to the limited partners of such partnerships
relating to approval of the transfer of partnership interests in limited
partnerships, owning certain of the properties, to affiliates of Casden
Properties Inc., organized by an affiliate of NAPICO. The plaintiffs seek
equitable relief, as well as compensatory damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in Housing Programs Limited (another affiliated partnership in which NAPICO is
the managing general partner) commenced a virtually identical action in the
United States District Court for the Central District of California against the
Partnership, NAPICO and certain other affiliated entities. The second action has
been subsumed in the first action, which has been certified as a class action.
The managing general partner of such NAPICO managed partnerships and the other
defendants believe that the plaintiffs' claims are without merit and intend to
contest the actions vigorously.
The Partnership's Corporate General Partner is involved in various lawsuits.
None of these are related to REAL VII.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of Item 6 of regulation
S-K and no reports on Form 8-K were filed during the quarter ended
March 31, 2001.
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REAL ESTATE ASSOCIATES LIMITED VII
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2001
SIGNATURES
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.
REAL ESTATE ASSOCIATES LIMITED VII
(a California limited partnership)
By: National Partnership Investments Corp.,
General Partner
/s/ BRUCE NELSON
----------------------------------------
Bruce Nelson
President
Date: MAY 15, 2001
----------------------------------------
/s/ BRIAN H. SHUMAN
----------------------------------------
Brian H. Shuman
Chief Financial Officer
Date: MAY 15, 2001
----------------------------------------
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