SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
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): February 5, 2007
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ATEL Capital Equipment Fund VII, L.P
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(Exact name of registrant as specified in its charter)
California 000-24175 94-3248318
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 California Street, 6th Floor, San Francisco, California 94108-2733
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 989-8800
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N/A
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(Former name or former address, if changed since last report)
ITEM 4.01 Changes in Registrant's Certifying Accountant
The Registrant's Current Report on Form 8-K dated February 5, 2007 is amended to
add the following disclosure. Except to the extent amended by the updated
information included below, the Report, as previously amended, remains
unchanged.
As previously reported, on February 5, 2007, the Registrant dismissed Ernst &
Young LLP ("E&Y") as its principal independent accountants for its fiscal year
ended December 31, 2006 and beyond. E&Y continues to be engaged by the
Registrant to perform tax services. As of February 5, 2007, the Registrant had
not yet completed and filed its financial statements with a report of its
independent accountants for its fiscal year ended December 31, 2005, and E&Y
remained the Registrant's principal independent accountant for the periods
through December 31, 2005. As of August 7, 2007, the Registrant had completed
and filed its financial statements with a report of its independent accountants
with its Annual Report on Form 10-KSB for its fiscal year ended December 31,
2005. E&Y's audit services have therefore been completed as of August 7, 2007,
and E&Y is no longer principal independent accountant for the Registrant. As
previously reported, the Registrant has engaged a new principal independent
accounting firm for the year ended December 31, 2006 and beyond.
The decision to change the Registrant's principal independent accountants was
recommended and approved by the board of directors of ATEL Leasing Corporation
("ALC"), the managing member of ATEL Financial Services, LLC ("AFS"), the
Registrant's manager. The Registrant does not have a separate audit committee,
and the board of directors of ALC (the "Board") therefore acts as the
Registrant's audit committee.
E&Y's reports on the Registrant's financial statements for the years ended
December 31, 2004, and December 31, 2005, the Registrant's two most recent
fiscal years for which an independent accountant's report has been issued on its
financial statements, did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. During the Registrant's fiscal years ended December 31,
2005 and 2006, and the subsequent interim period through August 7, 2007, the
date of E&Y's final termination as principal independent accountant for the
Registrant, there were no disagreements with E&Y on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of E&Y would have caused
it to make reference to the subject matter of the disagreement in connection
with its report on the financial statements for that period, nor, except as set
forth in the following paragraph, have there been any "reportable events" as
defined under Item 304(a)(1)(v) of Regulation S-K during such period.
As discussed in Item 8A of the Registrant's annual report on Form 10-KSB for the
year ended December 31, 2005, the Registrant determined that its disclosure
controls and procedures over the a) application of generally accepted accounting
principles for leasing transactions (specifically, timely identification and
recording of impairment in leased assets, accumulating and capitalizing costs
for initiating leases ("IDC"), and properly amortizing costs associated with the
initiation of a lease); b) allocation of costs incurred by the General Partner
on behalf of the Company; c) process of identifying and estimating liabilities
in the correct period; and d) financial statement close process, including
evaluating the relative significance of misstatements and preparation of
financial statements and related disclosures, were determined to be ineffective
and constitute material weaknesses in internal control over financial reporting.
E&Y discussed these matters with the Board, and the Registrant has authorized
E&Y to respond fully to the inquiries of its successor as the Registrant's
principal independent accountant concerning the subject matter of each such
material weakness.
As discussed in Item 8A of the Registrant's annual report on Form 10-KSB for the
year ended December 31, 2005, AFS, the Registrant's Manager, has taken and is
continuing to take steps that have resolved or will remediate the weaknesses in
its internal controls referred to in the foregoing paragraph.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
(16) Letter regarding changes in certifying accountant
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.
Dated: August 7, 2007
ATEL Cash Distribution Fund VII, L.P.
By ATEL Financial Services, LLC,
General Partner of Registrant
By: /s/ Paritosh K, Choksi
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Paritosh K. Choksi, Executive Vice
President, Chief Financial Officer
and Chief Operating Officer