SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
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(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-8915 No. 36-2875192
The undersigned registrant hereby amends the following sections of its
Report for the year ended December 31, 1997 on Form 10-K405 as set forth in
the pages attached hereto:
PART III
Item 12. Security Ownership of Certain Beneficial Owners
and Management. Page 41.
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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - VII
By: JMB Realty Corporation
Corporate General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Dated: April 24, 1998
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following own, or may be deemed to own, beneficially more than 5% of the outstanding Interests of
the Partnership.
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
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<S> <C> <C> <C>
Limited Partnership Liquidity Fund XVI (1) 20 Interests Less than
Interests directly (2) 1%
Limited Partnership LF 31, L.P. (1) 256 Interests 1.4%
Interests directly (2)
Limited Partnership Liquidity Fund 32, 455 Interests 2.5%
Interests L.P. (1) directly (2)
Limited Partnership Liquidity Fund Income- 11 Interests Less than
Interests Growth '87 (1) directly (2) 1%
Limited Partnership Liquidity Fund 65, 565.75 Interests 3.1%
Interests L.P. (1) directly (2)
Limited Partnership Liquidity Financial 1,307.75 Interests 7.3%
Interests Group, L.P. (1) indirectly (3)
Limited Partnership Liquidity Financial 1,307.75 Interests 7.3%
Interests Corporation (1) indirectly (3)
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(1) The address of each beneficial owner listed in this subsection (a) is 1900 Powell Street, Suite 730,
Emeryville, California 94608.
(2) Each entity referenced by this note (2) has reported that it has sole voting and dispositive power with
respect to the Interests that it owns directly as shown in the above table in this subsection (a). However,
voting and dispositive power is exercised on behalf of each such entity by its general partner, Liquidity
Financial Group, L.P. The general partner of Liquidity Financial Group, L.P. is Liquidity Financial Corporation.
Because of their affiliation, all beneficial owners identified in this subsection (a) may be deemed to be members
of a group with shared voting and dispositive power with respect to the aggregate 1,307.75 Interests (7.3%)
beneficially owned by them. See note (3) of this subsection (a). The exercise of voting power with respect to
any Interests is subject to the terms and conditions of the Partnership Agreement of the Partnership.
41
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(3) Includes the aggregate 1,307.75 Interests owned directly by the entities referenced by note (2) in this
subsection (a). Liquidity Financial Group, L.P. is the general partner of each such entity and exercises voting
and dispositive power on behalf of each such entity. Liquidity Financial Corporation is the general partner of
Liquidity Financial Group, L.P. As such, Liquidity Financial Group, L.P. and Liquidity Financial Corporation may
be deemed to have shared voting and dispositive power with respect to the aggregate 1,307.75 Interests owned by
such entities. Reference is made to note (2) in this subsection (a).
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(b) The Corporate General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 5 Interests directly Less than 1%
Limited Partnership
Interests Corporate General Partner, 15 Interests directly (1) Less than 1%
its officers and
directors and the
Associate General
Partner as a group
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(1) Includes 10 Interests owned by an officer or his relatives for which such officer has voting and
dispositive power as to such Interests so owned.
No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.
(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.
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