SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
JMB INCOME PROPERTIES, LTD. - VII
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-9555 No. 36-2999384
The undersigned registrant hereby amends the following sections of its
Report for the quarter ended September 30, 1996 on Form 10-Q as set forth
in the pages attached hereto:
Item 6. Exhibits and Reports on Form 8-K. Page 13
(and exhibits thereto)
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.
JMB INCOME PROPERTIES, LTD. - VII
By: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
Dated: November 25, 1996
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A. The Prospectus of the Partnership dated January 18,
1980, as supplemented May 23, 1980, 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, 1992 on Form 10-K
(File No. 0-9555) dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, which is hereby incorporated
herein by reference to Exhibit 3-B to the Partnership's Report for December
31, 1992 on Form 10-K (File No. 0-9555) dated March 19, 1993.
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 filed herewith.
4-A. Mortgage loan agreement relating to the purchase by the
Partnership of an interest in the One Woodfield Lake Office Building in
Schaumburg, Illinois is hereby incorporated by reference to the
Partnership's Report on Form 8-K (File No. 0-9555) dated June 17, 1980.
4-B. Mortgage loan agreement relating to the purchase by the
Partnership of an interest in Westdale Mall in Cedar Rapids, Iowa is hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-9555) dated October 3, 1980.
4-C. Mortgage loan modification and extension agreement
concerning the mortgage loan secured by the One Woodfield Lake Office
Building in Schaumburg, Illinois is hereby incorporated by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-9555)
dated March 25, 1996.
10-A. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the One
Woodfield Lake Office Building in Schaumburg, Illinois are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-9555) dated June 17, 1980.
10-B. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in Westdale Mall
in Cedar Rapids, Iowa are hereby incorporated by reference to the
Partnership's Report on Form 8-K (File No. 0-9555) dated October 3, 1980.
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.
13
EXHIBIT 3-C.
JMB INCOME PROPERTIES, LTD. - VII
ACKNOWLEDGEMENT
----------------
This Acknowledgement is made and executed as of the 31st day of
December, 1995 by AGPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("AGPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").
WHEREAS, AGPP has acquired by assignment all the assets of Income
Associates-VII, L.P., an Illinois limited partnership ("Income-VII"), which
has served as the Associate General Partner of JMB Income Properties, Ltd.
- - VII, an Illinois limited partnership (the "Partnership"), and AGPP has
elected to continue the business of Income-VII and has agreed to continue
as the Associate General Partner of the Partnership; and
WHEREAS, JMBRC has agreed to continue as the Managing General Partner
of the Partnership.
NOW, THEREFORE, the parties hereby agree and acknowledge as follows:
1. AGPP and JMBRC both shall continue as general partners of the
Partnership, each with all of the rights and powers of general partners
therein, as set forth in the agreement of limited partnership of the
Partnership, as amended to date (the "Partnership Agreement") and in the
Revised Uniform Limited Partnership Act of the State of Illinois, and the
Partnership and its business shall be continued in all respects.
2. AGPP hereby agrees that it is a signatory to the Partnership
Agreement, together with JMBRC, and adopts and agrees to be bound by all of
the provisions of the Partnership Agreement, as amended from time to time
in accordance with the provisions of the Partnership Agreement.
3. AGPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of AGPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in accordance
with and subject to the terms of the Partnership Agreement), in the name of
the Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time. It is further
understood and agreed that the Chairman, President or any Vice President of
JMBRC (including any partner of AGPP who is Chairman, President or Vice
President of JMBRC) may act for and in the name of JMBRC in the exercise by
JMBRC of any of its rights and powers hereunder. In dealing with JMBRC (or
the Chairman, President or any Vice President thereof) so acting on behalf
of AGPP, JMBRC or the Partnership, no person shall be required to inquire
into the authority of JMBRC or such individual to bind the Partnership.
Persons dealing with the Partnership are entitled to rely conclusively upon
the power and authority of JMBRC (and of the Chairman, President or any
Vice President of JMBRC) as set forth herein.
4. AGPP and JMBRC agree to take any and all other actions as shall
be necessary or appropriate to reflect the continuation of the
Partnership's business, including the filing with any agency of any
document which shall be necessary or appropriate in connection therewith.
5. Nothing contained herein or contemplated hereby shall be deemed
to render AGPP or JMBRC liable for any obligations for which they would
otherwise not be liable as general partners of the Partnership.
IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgement as of the date first above written.
AGPP ASSOCIATES, L.P.
By: JMB Realty Corporation
General Partner
By: DENNIS M. QUINN
Its: SR. VICE PRESIDENT
JMB REALTY CORPORATION
By: GARY NICKELE
Its: EXECUTIVE VICE PRESIDENT
<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, 1996 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-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 6,683,037
<SECURITIES> 0
<RECEIVABLES> 2,421,769
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,104,806
<PP&E> 60,940,752
<DEPRECIATION> 39,900,431
<TOTAL-ASSETS> 35,517,411
<CURRENT-LIABILITIES> 4,733,402
<BONDS> 32,827,376
<COMMON> 0
0
0
<OTHER-SE> (3,477,167)
<TOTAL-LIABILITY-AND-EQUITY> 35,517,411
<SALES> 8,481,571
<TOTAL-REVENUES> 8,775,545
<CGS> 0
<TOTAL-COSTS> 6,261,900
<OTHER-EXPENSES> 207,752
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,647,156
<INCOME-PRETAX> (341,263)
<INCOME-TAX> 0
<INCOME-CONTINUING> (236,031)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (236,031)
<EPS-PRIMARY> (3.74)
<EPS-DILUTED> (3.74)
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