SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 1997 Commission file number 0-8915
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(Exact name of registrant as specified in its charter)
Illinois 36-2875192
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 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 [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . 10
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 13
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 4,249,248 3,840,380
Rents and other receivables . . . . . . . . . . . . . . . . . . . . 381,515 141,089
Escrow deposits and other assets. . . . . . . . . . . . . . . . . . 369,498 251,541
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 5,000,261 4,233,010
------------ -----------
Investment property held for sale or disposition. . . . . . . . . . . 16,032,736 15,741,875
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,208,013 1,247,802
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 1,307,115 891,801
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . 1,663,523 2,767,256
------------ -----------
$ 25,211,648 24,881,744
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 23,397,958 1,530,822
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 1,102,553 870,137
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 179,189 187,881
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 24,679,700 2,588,840
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 54,514 50,862
Long-term debt, less current portion. . . . . . . . . . . . . . . . . -- 23,002,015
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 24,734,214 25,641,717
Venture partner's subordinated equity in venture. . . . . . . . . . . 105,529 105,529
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (648,190) (697,686)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (676,244) (676,244)
------------ -----------
(1,323,434) (1,372,930)
------------ -----------
Limited partners (18,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 16,269,038 16,269,038
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . 14,917,822 13,729,911
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (29,491,521) (29,491,521)
------------ -----------
1,695,339 507,428
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . 371,905 (865,502)
------------ -----------
$ 25,211,648 24,881,744
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 2,655,587 1,992,723 6,996,350 6,232,349
Interest income . . . . . . . . . . . . . . . 59,521 106,006 184,678 365,235
----------- ---------- ---------- ----------
2,715,108 2,098,729 7,181,028 6,597,584
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 540,546 577,321 1,650,411 1,755,546
Depreciation. . . . . . . . . . . . . . . . . -- 242,504 -- 710,947
Property operating expenses . . . . . . . . . 1,007,642 896,668 2,702,050 2,717,204
Professional services . . . . . . . . . . . . 4,375 8,824 47,352 44,562
Amortization of deferred expenses . . . . . . 59,385 36,738 180,091 121,533
General and administrative. . . . . . . . . . 29,158 21,654 84,984 69,280
----------- ---------- ---------- ----------
1,641,106 1,783,709 4,664,888 5,419,072
----------- ---------- ---------- ----------
Operating earnings (loss). . . . . . . . 1,074,002 315,020 2,516,140 1,178,512
Venture partner's share of
venture's operations. . . . . . . . . . . . . (538,019) (156,322) (1,278,733) (613,192)
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . $ 535,983 158,698 1,237,407 565,320
=========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest . . . . . . . . . $ 28.58 8.46 65.98 30.14
=========== ========== ========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . $ -- 125.00 -- 125.00
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,237,407 565,320
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 710,947
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 180,091 121,533
Venture partner's share of venture's operations . . . . . . . . . . . . 1,278,733 613,192
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . (240,426) 153,250
Escrow deposits and other assets. . . . . . . . . . . . . . . . . . . . (117,957) (109,083)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . (415,314) (45,641)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,416 (357,455)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,692) (7,930)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 3,652 (8,435)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 2,149,910 1,635,698
------------ -----------
Cash flows from investing activities:
Restricted construction loan proceeds . . . . . . . . . . . . . . . . . . -- 2,783,191
Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 4,294,143
Additions to investment property. . . . . . . . . . . . . . . . . . . . . (290,861) (699,272)
Payments of deferred expenses . . . . . . . . . . . . . . . . . . . . . . (140,302) (99,957)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (431,163) 6,278,105
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (1,134,879) (1,035,593)
Distributions to venture partner. . . . . . . . . . . . . . . . . . . . . (175,000) (2,700,000)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (2,250,625)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (397,169)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (1,309,879) (6,383,387)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . 408,868 1,530,416
Cash and cash equivalents, beginning of year. . . . . . . . . . . 3,840,380 2,826,515
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 4,249,248 4,356,931
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,659,103 1,763,476
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1996 which are
included in the Partnership's 1996 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term. In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated. As of December 31, 1996, the Partnership committed to a plan
to sell the Oakridge Mall investment property. Accordingly, this property
has been classified as held for sale or disposition in the accompanying
consolidated financial statements. The results of operations, net of
venture partner's share, for the property was $1,278,733 and $613,192,
respectively, for the nine months ended September 30, 1997 and 1996.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
Certain amounts in the 1996 Financial Statements have been
reclassified in order to conform with the 1997 presentation.
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of September
30, 1997 and for the nine months ended September 30, 1997 and 1996 are as
follows:
Unpaid at
September 30,
1997 1996 1997
------ ------ -------------
Reimbursement (at cost) for
out-of-pocket expenses. . . $ -- 5,755 --
====== ====== ====
<PAGE>
OAKRIDGE VENTURE
Occupancy at the property is 90% at September 30, 1997. During the
remainder of 1997 and in 1998, tenant leases comprising approximately 2%
and 10%, respectively, will expire. There is no assurance that these
tenants can be retained.
The refinanced mortgage loan bears interest at 9.19% per annum and
requires monthly payments of principal and interest of $310,165 until
maturity in February 1998. Upon notification by the Oakridge Venture to
the lender, within dates set forth in the refinanced mortgage loan
documents, the Oakridge Venture has the option to extend the loan for six
months or for two 3-year periods. The interest rate on the three-year
extensions would be adjusted at each period based on the then current three
year U.S. Treasury rates and would require similar payments of principal
and interest. The six month extension option provides for interest at the
existing rate. Based upon the Oakridge Venture's current intent to
exercise its option to extend the loan for six months to August 1998, the
Partnership has classified the loan as a current liability in the
accompanying consolidated financial statements. Such short-term extension
is currently considered adequate given the venture's current property sale
prospects and plans.
The Partnership has been marketing the property for sale, on behalf of
the venture, and, subsequent to the end of the quarter, entered into a non-
binding letter of intent for the purchase of the property by an
unaffiliated third party. The agreement is subject to certain conditions
including the waiver of the Partnership's unaffiliated venture partner of
its right of first opportunity to acquire the Partnership's interest in the
Oakridge Venture. If the sale is consummated on the proposed terms, the
Partnership would recognize a gain for financial reporting and Federal
income tax purposes. There can be no assurances that the sale will be
consummated under the terms of the letter of intent or under any other
terms. However, upon the ultimate sale of the property, the Partnership
would then proceed to terminate its affairs.
Montgomery Ward, an anchor department store, which owns its own
facility at Oakridge Mall, filed for bankruptcy protection pursuant to
Chapter 11 of the Federal Bankruptcy Code on July 7, 1997. The anchor
store continues to operate and fulfill its obligations under its operating
agreement.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1997 and for the three and nine months ended September 30, 1997 and 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
During 1996, some of the Holders of Interests in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership at amounts between
$335 and $475 per Interest. The Partnership recommended against acceptance
of these offers on the basis that, among other things, the offer prices
were inadequate. Such offers have expired. The Partnership had also
received requests from other unaffiliated third parties for the list of
Holders of Interests.
The board of directors of JMB Realty Corporation ("JMB"), the
corporate general partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.
The Partnership had been made aware that, in June 1997, two other
unaffiliated third parties made unsolicited tender offers to some of the
Holders of Interests. These offers each sought to purchase up to 4.9% of
the Interests in the Partnership at amounts between $350 and $485 per
Interest. These offers expired in August 1997. The Special Committee
recommended against acceptance of these offers on the basis that, among
other things, the offer prices were inadequate. As of the date of this
report, the Partnership is aware that 3.76% of the outstanding Interests
have been purchased in 1996 and 1997 by such unaffiliated third parties
either pursuant to such tender offers or through negotiated purchases.
It is possible that other offers for Interests may be made by
unaffiliated third parties in the future, although there is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn.
At September 30, 1997, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $4,249,000. Such funds will
be utilized for working capital requirements and distributions to partners.
The sources of capital (in addition to the cash and cash equivalents) for
both short-term and long-term future liquidity and distributions are
expected to be through net cash generated by Oakridge and from its sale
and/or refinancing.
After reviewing the sole remaining property, Oakridge Mall, and its
competitive marketplace, and considering the renovation which was completed
in 1996, the General Partners of the Partnership expect to be able to
liquidate the remaining asset as quickly as practicable. Accordingly,
Oakridge Mall has been considered held for sale or disposition as of
December 31, 1996. Therefore, the property will no longer be subject to
continued depreciation. The affairs of the Partnership are expected to be
wound up no later than December 31, 1999, perhaps in the 1997-1998 time
frame, barring unforeseen economic developments. In such regard, an
agreement in principle has been reached to sell the Partnership's last
remaining investment property. The sale is subject to certain
contingencies, including the venture partner's right of first refusal.
Upon sale of the last remaining investment property, the Partnership would
then proceed to terminate its affairs.
<PAGE>
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at September 30, 1997 as
compared to December 31, 1996 is due primarily to the temporary investment
of cash generated from operations at the Oakridge investment property.
The increase in rents and other receivables at September 30, 1997 as
compared to December 31, 1996 is primarily due to the timing of tenant
rental receipts at the Oakridge investment property.
The increase in escrow deposits and other assets and the corresponding
increase in accounts payable at September 30, 1997 as compared to December
31, 1996 is primarily due to the timing of payment of real estate taxes at
the Oakridge investment property.
The increase in accrued rents receivable at September 30, 1997 as
compared to December 31, 1996 is due to new tenant leases and lease
renewals which provide for increases in minimum lease payments over the
terms of the leases. The Partnership accrues rental income related to
these leases for the full period of occupancy on a straight-line basis.
The decrease in venture partner's deficit in venture at September 30,
1997 as compared to December 31, 1996 as well as the increase in venture
partner's share of venture operations for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is primarily due to the decreases in depreciation expense, as
discussed below.
The increase in current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at September
30, 1997 as compared to December 31, 1996 is due to the reclassification of
the mortgage loan secured by the Oakridge investment property which is
scheduled to mature in February 1998. As discussed in the notes to
consolidated financial statements, the Oakridge Venture currently intends
to exercise its option to extend the loan for six months to August 1998.
The increase in rental income for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is primarily due to increased average occupancy and increased
effective rental rates achieved on new leases and lease renewals during
1997 including the early lease renewal of a tenant occupying 15,268 square
feet (approximately 5% of the total gross leasable area) at the Oakridge
investment property during the third quarter of 1997.
The decrease in interest income for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is primarily due to a decrease in the amount of cash invested in
short-term investments as a result of Oakridge venture distributions made
to its partners and the subsequent distribution by the Partnership to its
Partners during 1996.
The decrease in depreciation expense for the three and nine months
ended September 30, 1997 as compared to the three and nine months ended
September 30, 1996 is due to the Oakridge investment property being
classified as held for sale as of December 31, 1996 and therefore no longer
subject to continued depreciation.
The increase in property operating expenses for the three months ended
September 30, 1997 as compared to the three months ended September 30, 1996
is primarily due to an increase in ground rent expense which is primarily
computed based on income generated at the Oakridge investment property.
The increase in amortization of deferred expenses for the three and
nine months ended September 30, 1997 as compared to the three and nine
months ended September 30, 1996 is due to an increase in leasing activity
at the Oakridge investment property and the amortization of the related
lease commissions.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
remaining investment property.
<CAPTION>
1996 1997
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Oakridge Mall
San Jose, California. . . 88% 88% 88% 92% 91% 90% 90%
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A. The Prospectus of the Partnership dated October 17,
1977, as supplemented on December 5, 1977, January 16, 1978 and March 28,
1978, as filed with the Commission pursuant to Rules 424(b) and 424(c), is
hereby incorporated herein by reference to Exhibit 3-A to the Partnership's
Report for December 31, 1993 on Form 10-K of the Securities Exchange Act of
1934 (File No. 0-8915) filed on March 25, 1994.
3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, and which agreement is hereby
incorporated herein by reference to Exhibit 3-B to the Partnership's Report
for December 31, 1993 on Form 10-K of the Securities Exchange Act of 1934
(File No. 0-8915) filed on March 25, 1994.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to
Exhibit 3-C to the Partnership's Report for September 30, 1996 on Form 10-Q
(File No. 0-8915) dated November 8, 1996.
4-A. Secured promissory note #1 dated February 15, 1995 in
the amount of $23,900,000 relating to the refinancing of the mortgage note
by Oakridge Associates, Ltd. which owns Oakridge Mall in San Jose,
California is hereby incorporated herein by reference to the Partnership's
Report for March 31, 1995 on Form 10-Q (File No. 0-8915) dated May 11,
1995.
4-B. Secured promissory note #2 dated February 15, 1995 in
the amount of $3,100,000 relating to the refinancing of the mortgage note
by Oakridge Associates, Ltd. which owns Oakridge Mall in San Jose,
California is hereby incorporated herein by reference to the Partnership's
Report for March 31, 1995 on Form 10-Q (File No. 0-8915) dated May 11,
1995.
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in Oakridge Mall in San Jose, California, are
hereby incorporated herein by reference to the Partnership's Registration
Statement on Form S-11 (File No. 2-59231) dated October 17, 1977 as
amended.
10-B. Closing statement dated February 15, 1995 relating to
the refinancing by Oakridge Associates, Ltd. which owns Oakridge Mall in
San Jose, California is hereby incorporated herein by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-8915)
dated May 11, 1995.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 12, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,249,248
<SECURITIES> 0
<RECEIVABLES> 751,013
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,000,261
<PP&E> 16,032,736
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,211,648
<CURRENT-LIABILITIES> 24,679,700
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 371,905
<TOTAL-LIABILITY-AND-EQUITY>25,211,648
<SALES> 6,996,350
<TOTAL-REVENUES> 7,181,028
<CGS> 0
<TOTAL-COSTS> 2,882,141
<OTHER-EXPENSES> 132,336
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,650,411
<INCOME-PRETAX> 2,516,140
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,237,407
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,237,407
<EPS-PRIMARY> 65.98
<EPS-DILUTED> 65.98
</TABLE>
