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, 2000 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 . . . . . . . . . . . . . . . . 11
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 14
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -----------
Current assets:
Cash and cash equivalents. . . . . . $ 6,374,557 6,815,891
Interest, rents and other
receivables. . . . . . . . . . . . 57,058 859,993
Escrow deposits and restricted
funds. . . . . . . . . . . . . . . -- 399,978
------------ -----------
Total current assets . . . . 6,431,615 8,075,862
------------ -----------
Investment properties, at cost:
Buildings and improvements . . . . . -- 42,587,581
------------ -----------
Less accumulated depreciation. . . . -- 33,245,964
------------ -----------
Total investment proper-
ties, net of accumulated
depreciation . . . . . . . -- 9,341,617
Deferred expenses . . . . . . . . . . -- 808,567
Accrued rents receivable . . . . . . . -- 888,233
Venture partner's deficit in venture . -- 404,271
------------ -----------
$ 6,431,615 19,518,550
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ -----------
Current liabilities:
Current portion of long-term debt. . $ -- 494,921
Accounts payable . . . . . . . . . . 6,712 1,607,586
Accrued interest . . . . . . . . . . -- 1,434
Accrued real estate taxes. . . . . . -- 1,418,382
------------ -----------
Total current liabilities. . 6,712 3,522,323
Tenant security deposits . . . . . . . -- 56,397
Long-term debt, less current portion . -- 19,077,717
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . 6,712 22,656,437
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . 1,000 1,000
Cumulative net earnings (loss) . . 10,889,485 2,157,003
Cumulative cash distributions. . . (9,348,583) (9,321,696)
------------ -----------
1,541,902 (7,163,693)
------------ -----------
Limited partners:
Capital contributions,
net of offering costs. . . . . . 54,676,276 54,676,276
Cumulative net earnings (loss) . . 56,057,532 54,958,357
Cumulative cash distributions. . . (105,850,807) (105,608,827)
------------ -----------
4,883,001 4,025,806
------------ -----------
Total partners' capital
accounts (deficits). . . . 6,424,903 (3,137,887)
------------ -----------
$ 6,431,615 19,518,550
============ ===========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . $ 730,480 2,186,592 4,326,885 6,507,775
Interest income. . . . . . . . . . . . . . . . . 106,859 51,649 287,428 170,191
----------- ----------- ---------- ----------
837,339 2,238,241 4,614,313 6,677,966
----------- ----------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . 199,537 609,716 1,345,837 1,715,372
Depreciation . . . . . . . . . . . . . . . . . . -- 5,054,565 461,188 5,054,565
Property operating expenses. . . . . . . . . . . 386,197 1,219,381 2,584,651 3,651,113
Professional services. . . . . . . . . . . . . . 1,500 140 45,310 78,469
Amortization of deferred expenses. . . . . . . . 17,022 33,983 90,111 108,698
General and administrative . . . . . . . . . . . 27,366 21,782 92,987 134,868
----------- ---------- ---------- ----------
631,622 6,939,567 4,620,084 10,743,085
----------- ---------- ---------- ----------
205,717 (4,701,326) (5,771) (4,065,119)
Venture partners' share of ventures' operations. . (49,063) 1,671,553 37,193 1,416,183
----------- ---------- ---------- ----------
Earnings (loss) before gain on sale
of interest in investment property . . 156,654 (3,029,773) 31,422 (2,648,936)
Gain on sale of interest in investment property. . 9,800,235 -- 9,800,235 --
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . $ 9,956,889 (3,029,773) 9,831,657 (2,648,936)
=========== ========== ========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gain on sale of
interest in investment property. . . . . . . $ 2.49 (48.07) .50 (42.03)
Gain on sale of interest in
investment property. . . . . . . . . . . . . 17.67 -- 17.67 --
----------- ---------- ---------- ----------
$ 20.16 (48.07) 18.17 (42.03)
=========== ========== ========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . $ -- -- 4.00 4.00
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- -----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . $ 9,831,657 (2,648,936)
Items not requiring (providing) cash
or cash equivalents:
Depreciation . . . . . . . . . . . . . 461,188 5,054,565
Amortization of deferred expenses. . . 90,111 108,698
Amortization of discounts on
long-term debt . . . . . . . . . . . 155,052 192,783
Venture partners' share of ventures'
operations . . . . . . . . . . . . . (37,193) (1,416,183)
Gain on sale of interest in
investment property. . . . . . . . . . (9,800,235) --
Changes in:
Interest, rents and other
receivables. . . . . . . . . . . . . 383,189 31,745
Escrow deposits and restricted
funds. . . . . . . . . . . . . . . . 33,846 (36,599)
Accounts payable . . . . . . . . . . . (859,407) 426,556
Accrued interest . . . . . . . . . . . 10,629 (45,398)
Accrued real estate taxes. . . . . . . 184,783 (199,303)
Tenant security deposits . . . . . . . (30,046) (2,700)
----------- -----------
Net cash provided by (used in)
operating activities . . . . . 423,574 1,465,228
----------- -----------
Cash flows from investing activities:
Additions to investment properties . . . (150,683) (243,385)
Proceeds from sale of interest in
investment property. . . . . . . . . . 1,638,396 --
Payment of deferred expenses . . . . . . (52,387) --
----------- -----------
Net cash provided by (used in)
investing activities . . . . . 1,435,326 (243,385)
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . . (463,728) (545,578)
Distributions to venture partners. . . . (1,567,639) (41,376)
Distributions to limited partners. . . . (241,980) (242,000)
Distributions to general partners. . . . (26,887) (26,889)
----------- -----------
Net cash provided by (used in)
financing activities . . . . . (2,300,234) (855,843)
----------- -----------
Net increase (decrease) in
cash and cash equivalents. . . (441,334) 366,000
Cash and cash equivalents,
beginning of year. . . . . . . 6,815,891 5,611,560
----------- -----------
Cash and cash equivalents,
end of period. . . . . . . . . $ 6,374,557 5,977,560
=========== ===========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and
other interest . . . . . . . . . . . . $ 1,204,451 1,592,922
=========== ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
2000 1999
----------- -----------
Activity due to sale of interest in
investment property:
Reduction of property held for
disposition. . . . . . . . . . . . . . $(9,031,112) --
Reduction of long-term debt. . . . . . . 19,263,962 --
Reduction of net (assets) liabilities. . (2,071,012) --
----------- -----------
Partnerships interest in
investment property sold . . . . $ 8,161,838 --
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(Unaudited)
GENERAL
Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1999 which are
included in the Partnership's 1999 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 Westdale Mall investment property or its interest in the
property. On June 30, 1999, the Partnership's plan for sale or disposal
had not resulted in a sale or disposition. As a result, the Partnership
made an adjustment 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 began recording depreciation expense for the Westdale Mall
investment property commencing July 1, 1999. However, as discussed below,
in the second quarter of 2000, the Partnership began negotiations to sell
its interest in the Westdale Mall to its venture partner. Therefore, the
Partnership has reclassified the Westdale Mall as held for sale as of
April 1, 2000 and had stopped recording depreciation as of that date. The
results of operations, net of the venture partner's share for the Westdale
Mall for the nine months ended September 30, 2000 and 1999 were ($68,169)
and ($2,450,726), respectively.
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, 2000 and for the nine months ended September 30, 2000 and
1999 are as follows:
<PAGE>
Unpaid at
September 30,
2000 1999 2000
------ ------ -------------
Insurance commissions. . . . . . . $ 647 533 --
Reimbursement (at cost) for
out-of-pocket expenses . . . . . 2,779 -- --
------ ----- -----
$3,426 533 --
====== ===== =====
WESTDALE MALL
During 2000, the Westdale Mall continued to operate in a very
competitive retail environment, which adversely affected its operations due
to various circumstances. Econofoods, which occupied 48,400 square feet of
space (approximately 7% of the total leaseable area) on the periphery of
the site, started construction of a new, larger store across the street
from Westdale Mall, and moved out upon expiration of its lease on July 21,
2000. The operator of the cinema at Westdale Mall opened a 12-screen
multiplex cinema in a nearby development. Furthermore, Westdale Mall was
subject to greater competition, particularly from a shopping center that
opened approximately 20 miles from Westdale Mall.
The Partnership began negotiations with its venture partner to sell
its interest in the venture in the second quarter of 2000. On July 31,
2000, the Partnership sold its interest in the Westdale Mall to the venture
partner for $2,000,000 in cash, subject to closing costs, broker
commissions and prorations. This amount approximates the sales proceeds
the Partnership would have received if the property had been sold for a
price of approximately $30,900,000 and the existing debt of approximately
$22,800,000 and a ground lease obligation of approximately $5,900,000 had
been paid. Though nominally a 64.7% partner in Westdale Associates,
preference levels under the partnership agreement provide that 100% of the
net proceeds would have been distributed to the Partnership at a deemed
selling price of $30,900,000. The Partnership received cash proceeds from
this sale of approximately $1,638,000 (after closing costs and broker
commissions, but before prorations of approximately $240,000). The
Partnership has no liability for any representations, warranties or
covenants in connection with the sale of its interest in Westdale
Associates. The property was classified as held for sale as of April 1,
2000, and therefore, had not been subject to continued depreciation as of
that date for financial reporting purposes. The Partnership recognized a
gain on sale of approximately $9,800,000 for financial reporting purposes
and expects to recognize a gain of approximately $8,500,000 for Federal
income tax purposes in 2000.
ADJUSTMENTS
During 2000, a reallocation of current and prior years gains on sales
was made among the partners for financial reporting purposes. Such
reallocation did not have an effect on total assets, total partners'
capital or net earnings.
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,
2000 and the three and nine months ended September 30, 2000 and 1999.
<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, 2000, the Partnership had cash and cash equivalents
of approximately $6,375,000. Such funds are available for distributions to
partners and the working capital requirements of the Partnership. Due to
the sale of the Partnership's interest in its last remaining investment
property, the affairs of the Partnership are being wound up and the
Partnership expects to make a final liquidating distribution in late
November 2000, barring unforseen developments.
The Partnership and its consolidated venture had budgeted in 2000
approximately $500,000 for tenant improvements and other capital
expenditures at Westdale Mall of which approximately $199,000 was incurred
prior to the July 31, 2000 sale.
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.
In April 1999, some of the Limited Partners received from an
unaffiliated third party an unsolicited tender offer to purchase up to 4.9%
of the Interests in the Partnership at $100 per interest. The Special
Committee advised the Limited Partners to accept this offer. Additionally,
in June 2000 and June 1999, some of the Limited Partners in the Partnership
received from an unaffiliated third party unsolicited tender offers to
purchase up to 2.0% and 4.78%, respectively, of the Interests in the
Partnership at an amount of $50 per Interest. The Special Committee
recommended against acceptance of these offers 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, 12.20% of the outstanding Interests have been purchased by
such unaffiliated third parties either pursuant to such tender offers or
through negotiated purchases.
As discussed in the Notes, the Partnership sold its interest in the
Westdale Mall on July 31, 2000. The Partnership received cash proceeds
from this sale of approximately $1,638,000 (after closing costs and broker
commissions).
The Partnership Agreement provides that the General Partners, subject
to certain limitations, shall receive as a distribution from the sale of a
real property by the Partnership an amount equal to 3% of the selling
price, and that the remaining proceeds (net after expenses and retained
working capital) be distributed 85% to the Limited Partners and 15% to the
General Partners. However, the Limited Partners shall receive 100% of such
net sale proceeds until the Limited Partners (i) have received cash
distributions of sale or refinancing proceeds in an amount equal to the
Limited Partners' aggregate initial capital investment in the Partnership
and (ii) have received cumulative cash distributions from the Partnership's
operations which, when combined with sale or refinancing proceeds
previously distributed, equal a 6% annual return on the Limited Partners'
average capital investment for each year (their initial capital investment
as reduced by sale or refinancing proceeds previously distributed)
commencing with the fourth fiscal quarter of 1980. Two-thirds of the 3%
<PAGE>
distribution to the General Partners discussed above is further
subordinated to the Limited Partners receiving out of sales proceeds an
amount equal to 110% of their initial capital investment in the
Partnership. The Limited Partners have received cash distributions that
satisfied the requirements in (i) and (ii) above. Also, the Limited
Partners have received an amount equal to 110% of their initial capital
investment which was satisfied by the August 1993 cash distribution.
Therefore, the proceeds from the sale of the Partnership's interest in the
Property will be distributed first to the General Partners in an amount
equal to 3% (approximately $930,000) of the deemed selling price of
$30,900,000, and then the remaining proceeds (net after expenses and
retained working capital) will be distributed 85% to the Limited Partners
and 15% to the General Partners.
RESULTS OF OPERATIONS
Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the sale of the
Partnership's interest in the Westdale Mall on July 31, 2000.
The decrease in cash and cash equivalents is primarily due to the
timing of the payments for certain operating expenses at the Westdale Mall.
The decrease in cash and cash equivalents is partially offset by net cash
proceeds from the sale of the Partnership's interest in Westdale Mall.
The decrease in rental income for the three and nine months ended
September 30, 2000 as compared to the three and nine months ended
September 30, 1999 is primarily due to the sale of the Partnership's
interest in the Westdale Mall and a refund and adjustment relating to the
over-billing of real estate tax recoveries to a major tenant.
The increase in interest income for the three and nine months ended
September 30, 2000 as compared to the three and nine months ended
September 30, 1999 is primarily due to the timing of the receipt of certain
receivables in 1999 and the timing of the payment of certain payables in
2000 resulting in a higher average cash balance during the first nine
months of 2000 as compared to the first nine months of 1999 at Westdale
Mall and is also partially due to the temporary investment of the sales
proceeds from the July 31, 2000 sale of the Partnership's interest in the
Westdale Mall.
The decrease in depreciation for the three and nine months ended
September 30, 2000 as compared to the three and nine months ended
September 30, 1999 is due to the commencement of continued depreciation at
the Westdale Mall beginning July 1, 1999 as a result of the Partnership no
longer classifying this property as held for sale or disposition until
April 1, 2000.
The decrease in professional services for the nine months ended
September 30, 2000 as compared to the nine months ended September 30, 1999
is primarily due to consulting fees and legal fees incurred in 1999 related
to marketing costs for the potential sale of the Westdale Mall.
The decrease in general and administrative expense for the nine months
ended September 30, 2000 as compared to the nine months ended September 30,
1999 is primarily due to marketing expenses in 1999 for the potential sale
of the Westdale Mall.
<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 2000.
<CAPTION>
1999 2000
------------------------------------- ------------------------------
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) . . . 89% 91% 91% 94% 93% 94% N/A
<FN>
An "N/A" indicates that the Partnership's interest in the property was sold and therefore, was not owned by
the Partnership at the end of the quarter.
(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.
10-A. Partnership Interest Purchase Agreement between JMB
Income Properties, Ltd. - VII and Rouse-Westdale, LLC, a Maryland limited
liability company dated July 31, 2000 is hereby incorporated herein by
reference to the Partnership's Report for July 31, 2000, on Form 8-K (File
No. 0-9555) dated August 11, 2000.
27. Financial Data Schedule
--------------------
(b) The following report on Form 8-K was filed since the beginning
of the last quarter of the period covered by this report.
The Partnership's report on Form 8-K (File No. 0-9555)
for July 31, 2000 describing the sale of the Partnership's interest in the
Westdale Mall was filed. This report was dated August 11, 2000 and
includes a discussion of the sale (Item 2) and narrative pro forma
financial information with respect to the sale (Item 7).
<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, 2000
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, 2000
