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, 1999 Commission File No. 0-9555
JMB INCOME PROPERTIES, LTD. - VII
(Exact name of registrant as specified in its charter)
Illinois 36-2999384
(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. . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 5,977,560 5,611,560
Interest, rents and other receivables . . . . . . . . . . . . . . . . 993,886 975,297
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . . 405,502 368,903
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 7,376,948 6,955,760
------------ -----------
Investment properties, at cost:
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 42,737,905 --
------------ -----------
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 32,784,574 --
------------ -----------
Total investment properties,
net of accumulated depreciation . . . . . . . . . . . . . . 9,953,331 --
Investment property held for sale or disposition. . . . . . . . . . . . -- 14,764,511
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 708,798 817,496
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 789,200 839,534
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . . 327,376 --
------------ -----------
$ 19,155,653 23,377,301
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 447,594 439,217
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,443,307 1,016,751
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 12,597 57,995
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 991,859 1,191,162
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 2,895,357 2,705,125
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 67,069 69,769
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 19,216,066 19,577,238
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 22,178,492 22,352,132
------------ -----------
Venture partners' subordinated equity in venture. . . . . . . . . . . . -- 1,130,183
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . . 2,150,850 2,256,807
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (9,294,807) (9,267,918)
------------ -----------
(7,142,957) (7,010,111)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 54,676,276 54,676,276
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . . 54,810,669 57,353,648
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (105,366,827) (105,124,827)
------------ -----------
4,120,118 6,905,097
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . (3,022,839) (105,014)
------------ -----------
$ 19,155,653 23,377,301
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 2,186,592 1,969,425 6,507,775 5,745,038
Interest income . . . . . . . . . . . . . . . . 51,649 80,578 170,191 280,005
----------- ----------- ----------- -----------
2,238,241 2,050,003 6,677,966 6,025,043
----------- ----------- ----------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . . 609,716 605,031 1,715,372 1,803,051
Depreciation. . . . . . . . . . . . . . . . . . 5,054,565 -- 5,054,565 --
Property operating expenses . . . . . . . . . . 1,219,381 956,399 3,651,113 2,838,263
Professional services . . . . . . . . . . . . . 140 841 78,469 58,426
Amortization of deferred expenses . . . . . . . 33,983 41,295 108,698 121,479
General and administrative. . . . . . . . . . . 21,782 26,944 134,868 124,893
----------- ---------- ----------- -----------
6,939,567 1,630,510 10,743,085 4,946,112
----------- ---------- ----------- -----------
(4,701,326) 419,493 (4,065,119) 1,078,931
Venture partners' share of
ventures' operations. . . . . . . . . . . . . . 1,671,553 (135,376) 1,416,183 (367,557)
----------- ---------- ----------- -----------
Net earnings (loss) . . . . . . . . . . $(3,029,773) 284,117 (2,648,936) 711,374
=========== ========== =========== ===========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . $ (48.07) 4.51 (42.03) 11.29
=========== ========== =========== ===========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . $ -- -- 4.00 63.00
=========== ========== =========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $(2,648,936) 711,374
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,054,565 --
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 108,698 121,479
Amortization of discounts on long-term debt . . . . . . . . . . . . . . 192,783 185,150
Venture partners' share of ventures' operations . . . . . . . . . . . . (1,416,183) 367,557
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 31,745 581,693
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . . . (36,599) (339,331)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 426,556 (69,860)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,398) (27,361)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (199,303) (350,892)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (2,700) (41,461)
---------- -----------
Net cash provided by (used in) operating activities . . . . . . . 1,465,228 1,138,348
---------- -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (243,385) (150,740)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . -- (49,344)
---------- -----------
Net cash provided by (used in) investing activities . . . . . . . (243,385) (200,084)
---------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (545,578) (468,658)
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . (41,376) (547,150)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (242,000) (3,811,500)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (26,889) (1,141,943)
---------- -----------
Net cash provided by (used in) financing activities . . . . . . . (855,843) (5,969,251)
---------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . 366,000 (5,030,987)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 5,611,560 10,764,988
---------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $5,977,560 5,734,001
========== ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1999 1998
------------ -----------
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $1,592,922 1,645,262
========== ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
(Unaudited)
GENERAL
Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1998 which are
included in the Partnership's 1998 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. While the Partnership continues its marketing efforts, its
commitment to a plan for sale or disposal has to date, however, not
resulted in a sale or disposition. As a result, the Partnership has made
an adjustment as of September 30, 1999 to record the depreciation expense
as of June 30, 1999 that would have been recognized had the Westdale Mall
investment property not been considered to be "held for sale or
disposition". Further, the Partnership has begun to record depreciation
expense for the Westdale Mall investment property commencing July 1, 1999.
No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership may be
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to partners.
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, 1999 and for the nine months ended September 30, 1999 and
1998 are as follows:
Unpaid at
September 30,
1999 1998 1999
------ ----- -------------
Insurance commissions . . . . $ 533 -- --
Reimbursement (at cost) for
out-of-pocket expenses. . . -- -- --
------ ----- ------
$ 533 -- --
====== ===== ======
<PAGE>
WESTDALE MALL
Westdale Mall continues to operate in a very competitive retail
environment, which may adversely affect its operations due to various
circumstances. Econofoods, which occupies 48,400 square feet of space on
the periphery of the site, has announced it will open a new, larger store
in an open air center across the street from Westdale Mall; therefore, the
Partnership believes that the tenant will likely not renew its lease upon
expiration in July 2000. The operator of the cinema at Westdale Mall
opened a 12-screen multiplex cinema in a nearby development. Furthermore,
it is expected that Westdale Mall is subject to greater competition in the
future, particularly from a new shopping center that opened in 1998
approximately 20 miles from Westdale Mall. During the third quarter of
1999, occupancy remained at 91%, and 1% of the property is leased to
tenants on a month-to-month basis. As leases expire, lease renewals and
new leases are likely to be at rental rates equal to or slightly below
rates on existing leases. In addition, new leases will likely require
expenditures for lease commission and tenant improvements prior to tenant
occupancy. This anticipated decline in rental rates, an anticipated
increase in re-leasing time and the costs upon re-leasing will result in a
decrease in cash flow from operations over the near term. The Partnership
is also evaluating certain capital improvement projects and the competitive
positioning of this property in its market.
The joint venture intends to allocate the resources necessary for the
manager of the mall to continue to attract new tenants, subject to working
capital sources and reserves. The Gap, a retail store located in the mall,
was provided with a tenant allowance of $370,440 in consideration for the
renewal of its lease. The unaffiliated venture partner in the joint
venture elected not to contribute it's share of this tenant allowance. The
Partnership, in order to retain this tenant, funded the tenant allowance
during 1997 and 1998. The tenant allowance contribution of $370,440, plus
15% simple interest per annum, has been added to the Partnership's
preferred position from any future sales proceeds pursuant to the Westdale
venture agreement.
The Partnership, on behalf of the joint venture, is presently actively
marketing the property for sale. However, there can be no assurance that a
sale will be consummated.
Effective August 1, 1998, management of the mall was assigned to Rouse
Property Management, Inc., an affiliate of the Rouse Company. In October
1998, the Rouse Company or an affiliate thereof purchased a portion of the
interest in the unaffiliated venture partner in the joint venture.
ADJUSTMENTS
In the opinion of the Managing 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,
1999 and the three and nine months ended September 30, 1999 and 1998.
<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 consolidated
financial statements for additional information concerning the
Partnership's investments.
At September 30, 1999, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $5,978,000. Such funds are
available for distributions to partners (including venture partners), and
working capital requirements, of which approximately $1,201,000 is being
held at the Westdale Mall for potential costs to be incurred including
capital additions and tenant improvements to the extent not funded by the
venturers as described further in the notes to the accompanying financial
statements.
The board of directors of JMB Realty Corporation ("JMB"), the managing
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.
During 1998, some of the Limited Partners in the Partnership received
from an unaffiliated third party an unsolicited tender offer to purchase up
to 3.29% of the Interests in the Partnership at an amount of $200 per
Interest. The Partnership remained neutral and expressed no opinion in
regards to acceptance of the offer. In April 1999, some of the Limited
Partners in the Partnership received from an unaffiliated third party an
unsolicited tender offer to purchase up to 4.9% of the Interests in the
Partnership at an amount of $100 per Interest. The Special Committee
advised the Limited Partners to accept the offer. In June 1999, some of
the Limited Partners in the Partnership received from an unaffiliated third
party an unsolicited tender offer to purchase up to 4.78% of the Interests
in the Partnership at an amount of $50 per Interest. The Special Committee
recommended against acceptance of this offer on the basis that, among other
things, the offer price was inadequate. All such offers have expired. As
of the date of this report, the Partnership is aware that, in the
aggregate, 11.62% of the outstanding Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. In addition, 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.
The General Partners of the Partnership expect to be able to conduct
an orderly liquidation of its remaining investment property as quickly as
practicable. The affairs of the Partnership are expected to be wound up as
soon as practicable subsequent to the sale of the Partnership's remaining
investment property.
RESULTS OF OPERATIONS
The increase in investment property and the corresponding decrease in
investment property held for sale or disposition at September 30, 1999 as
compared to December 31, 1998 is primarily due to the Partnership no longer
classifying the Westdale Mall as held for sale or disposition.
The increase in venture partner's deficit in venture and the decrease
in venture partners' subordinated equity in venture at September 30, 1999
as compared to December 31, 1998 and the increase in venture partners'
share of ventures' operations for the three and nine months ended September
30, 1999 as compared to the same periods in 1998 is primarily due to an
adjustment and commencement of continued depreciation at the Westdale Mall
as a result of the Partnership no longer classifying this property as held
for sale or disposition.
<PAGE>
The increase in accounts payable at September 30, 1999 as compared to
December 31, 1998 is primarily due to the timing of payments for certain
operating expenses at Westdale Mall.
The decrease in accrued interest at September 30, 1999 as compared to
December 31, 1998 is primarily due to the timing of mortgage payments at
Westdale Mall.
The decrease in accrued real estate taxes at September 30, 1999 as
compared to December 31, 1998 is primarily due to the timing of real estate
tax payments at Westdale Mall.
The increase in rental income for the three and nine months ended
September 30, 1999 as compared to the three and nine months ended
September 30, 1998 is primarily due to increases in income related to
recoverable expenses as a result of an increase in property operating
expenses in 1999 and is also due to higher occupancy in 1999. The increase
in property operating expenses for the three and nine months ended
September 30, 1999 as compared to the three and nine months ended September
30, 1998 is primarily due to an increase in real estate tax expense (due to
higher assessments) and increases in other recoverable property operating
expenses (primarily due to an increase in occupancy, a change to
contractual janitorial services in 1999 resulting in higher initial costs
and increased parking lot maintenance costs due to an unusually harsh
winter) at Westdale Mall.
The decrease in interest income for the three and nine months ended
September 30, 1999 as compared to the three and nine months ended
September 30, 1998 is primarily due to the retention and investment, until
late February 1998, of proceeds from the redemption of One Woodfield Lake
and also due to the timing of the receipt of certain receivables resulting
in a lower average cash balance during the first nine months of 1999 as
compared to the first nine months of 1998 at Westdale Mall.
The increase in depreciation for the three and nine months ended
September 30, 1999 as compared to the same periods in 1998 is primarily due
to an adjustment and commencement of continued depreciation at the Westdale
Mall as a result of the Partnership no longer classifying this property as
held for sale or disposition.
The increase in professional services for the nine months ended
September 30, 1999 as compared to the nine months ended September 30, 1998
is primarily due to consulting fees and legal fees related to marketing
costs for the potential sale of the Westdale Mall.
YEAR 2000
The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities. In addition, other date-
sensitive electronic devices could experience various operational
difficulties as a result of not being year 2000 compliant.
The Partnership uses the telephone, accounting, transfer agent,
individual personal computers, and other administrative systems, which
include both hardware and software, provided by affiliates of the Corporate
General Partner and certain third party vendors. The Partnership or its
affiliates have received representations to the effect that the telephone,
accounting, transfer agent and other administrative systems are year 2000
compliant in all material respects. Given its limited operations, the
Partnership believes that its accounting, transfer agent and most of its
other administrative systems functions could, if necessary, be performed
manually (i.e., without significant information technology) for an extended
<PAGE>
period of time without a material increase in costs to the Partnership.
Accordingly, the Partnership does not believe that the year 2000 problem
presents a material risk for these aspects of its operations. To date, the
Partnership has not incurred any material direct costs for year 2000
compliance.
The Partnership is relying on the statements of the property manager
of the Westdale Mall in regard to its year 2000 issues and on the ability
of the Westdale Mall to have its administrative/business operations and
property operations year 2000 compliant in all material respects. The
Partnership has recently received written assurance from the property
manager that it does not anticipate any problem relative to the property
respecting year 2000 issues. In the event that it does not achieve such
compliance, or in the event any vendor or supplier that has a material
relationship with the Westdale Mall does not achieve such compliance, the
Westdale Mall could experience various operational difficulties, such as an
inability to process transactions or information relating to the property
and/or systems failures (such as elevators, alarm and security systems) at
the property. Such operational difficulties could result in remediation
and other costs and expenses. If such were to occur, there is no assurance
that such costs and expenses would not, under certain circumstances, have a
material adverse effect on the Partnership or its investment in the
Westdale Mall in the event that the property is not sold during 1999.
<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
investment property owned during 1999.
<CAPTION>
1998 1999
------------------------------------- ------------------------------
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. Westdale Mall
Cedar Rapids, Iowa (a). . . 86% 87% 90% 90% 89% 91% 91%
<FN>
(a) The percentage represents physical occupancy which includes temporary tenants.
</TABLE>
<PAGE>
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 hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q, as amended, (File
No. 0-9555) dated November 8, 1996.
4-A. Mortgage loan agreement relating to the purchase by the
Partnership of an interest in Westdale Mall in Cedar Rapids, Iowa is hereby
incorporated herein 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.
<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.
JMB INCOME PROPERTIES, LTD. - VII
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 10, 1999
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.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 10, 1999
<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, 1999 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 5,977,560
<SECURITIES> 0
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0
0
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</TABLE>
