FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-14369
SHELTER PROPERTIES VII LIMITED PARTNERSHIP (Exact name of
small business issuer as specified in its charter)
South Carolina 57-0784852
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except per unit data)
June 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 287
Receivables and deposits 216
Restricted escrows 69
Other assets 160
Investment properties:
Land $ 1,774
Buildings and related personal property 21,346
23,120
Less accumulated depreciation (12,006) 11,114
$ 11,846
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 105
Tenant security deposit liabilities 80
Accrued property taxes 161
Other liabilities 152
Mortgage notes payable 10,621
Partners' (Deficit) Capital
General partners $ (142)
Limited partners (17,343 units issued and
outstanding) 869 727
$ 11,846
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b)
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 908 $ 964 $1,865 $1,897
Other income 67 50 112 94
Total revenues 975 1,014 1,977 1,991
Expenses:
Operating 352 316 750 638
General and administrative 42 60 79 103
Depreciation 213 204 421 415
Interest 215 219 416 443
Property taxes 85 10 161 61
Total expenses 907 809 1,827 1,660
Net income $ 68 $ 205 $ 150 $ 331
Net income allocated
to general partners (1%) $ 1 $ 2 $ 2 $ 3
Net income allocated
to limited partners (99%) 67 203 148 328
$ 68 $ 205 $ 150 $ 331
Net income per limited
partnership unit $ 3.86 $11.70 $ 8.53 $18.91
Distributions per limited
partnership unit $11.42 $ -- $11.42 $34.25
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c)
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 17,343 $ 2 $17,343 $17,345
Partners' (deficit) capital at
December 31, 1999 17,343 $ (142) $ 919 $ 777
Distributions to partners -- (2) (198) (200)
Net income for the six months
ended June 30, 2000 -- 2 148 150
Partners' (deficit) capital at
June 30, 2000 17,343 $ (142) $ 869 $ 727
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d)
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income $ 150 $ 331
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 421 415
Amortization of discounts and loan costs 22 25
Change in accounts:
Receivables and deposits (36) 78
Other assets (54) (2)
Accounts payable 32 (8)
Tenant security deposit liabilities 1 4
Accrued property taxes (59) (124)
Other liabilities (37) 2
Net cash provided by operating activities 440 721
Cash flows from investing activities:
Property improvements and replacements (286) (173)
Net deposits to restricted escrows (30) (2)
Net cash used in investing activities (316) (175)
Cash flows from financing activities:
Payments on mortgage notes payable (111) (102)
Distributions to partners (200) (600)
Net cash used in financing activities (311) (702)
Net decrease in cash and cash equivalents (187) (156)
Cash and cash equivalents at beginning of period 474 1,201
Cash and cash equivalents at end of period $ 287 $ 1,045
Supplemental disclosure of cash flow information:
Cash paid for interest $ 409 $ 418
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e)
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Shelter
Properties VII Limited Partnership (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Shelter Realty VII Corporation (the
"Corporate General Partner"), all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 30, 2000, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999
Principles of Consolidation:
The Registrant's financial statements include all the accounts of the Registrant
and its 99.9% owned partnership. The general partner of the consolidated
partnership is Shelter Realty VII Corporation. Shelter Realty VII Corporation
may be removed by the Registrant; therefore, the consolidated partnership is
controlled and consolidated by the Registrant. All significant interpartnership
transactions have been eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the Corporate General Partner. The Corporate General Partner does not believe
that this transaction has had or will have a material effect on the affairs and
operations of the Partnership.
Note C - Reconciliation of Cash Flows
The following is a reconciliation of the subtotal on the accompanying
consolidated statements of cash flows captioned "net cash provided by operating
activities" to "net cash used in operations", as defined in the Partnership
Agreement. However, "net cash used in operations" should not be considered an
alternative to net income as an indicator of the Partnership's operating
performance or to cash flows as a measure of liquidity.
Six Months Ended
June 30,
2000 1999
(in thousands)
Net cash provided by operating activities $ 440 $ 721
Payments on mortgage notes payable (111) (102)
Property improvements and replacements (286) (173)
Change in restricted escrows, net (30) (2)
Changes in reserves for net operating
liabilities 153 50
Additional reserves (166) (94)
Net cash used in operations $ -- $ 400
The Corporate General Partner reserved an additional $166,000 and $94,000 at
June 30, 2000 and 1999, respectively, to fund capital improvements and repairs
at the Partnership's two investment properties.
Note D - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for (i) certain
payments to affiliates for services and (ii) reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
paid or accrued to the Corporate General Partner and affiliates during the six
months ended June 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in
operating expenses) $102 $100
Reimbursements for services of affiliates
(included in general and administrative
and operating expenses and investment properties) 41 36
During the six months ended June 30, 2000 and 1999, affiliates of the Corporate
General Partner were entitled to receive 5% of gross receipts from both of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $102,000 and $100,000 for the
six months ended June 30, 2000 and 1999, respectively.
An affiliate of the Corporate General Partner received reimbursements of
accountable administrative expenses amounting to approximately $41,000 and
$36,000 for the six months ended June 30, 2000 and 1999, respectively.
AIMCO and its affiliates currently own 9,210 limited partnership units in the
Partnership representing 53.10% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership of 53.105% of the outstanding units, AIMCO is in a position to
influence all voting decisions with respect to the Reigstrtant. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Corporate General Partner because of their
affiliation with the Corporate General Partner.
Note E - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of two apartment complexes,
located in Tennessee and Colorado. The Partnership rents apartment units to
tenants for terms that are typically twelve months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the three and six month periods ended June 30, 2000 and
1999 is shown in the tables below. The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment.
Three Months Ended June 30, 2000 Residential Other Total
(in thousands)
Rental income $ 908 $ -- $908
Other income 67 -- 67
Interest expense 215 -- 215
Depreciation 213 -- 213
General and administrative expense -- 42 42
Segment profit (loss) 110 (42) 68
Six Months Ended June 30, 2000 Residential Other Total
(in thousands)
Rental income $ 1,865 $ -- $1,865
Other income 110 2 112
Interest expense 416 -- 416
Depreciation 421 -- 421
General and administrative expense -- 79 79
Segment profit (loss) 227 (77) 150
Total assets 11,742 104 11,846
Capital expenditures 286 -- 286
Three Months Ended June 30, 1999 Residential Other Total
(in thousands)
Rental income $ 964 $ -- $ 964
Other income 49 1 50
Interest expense 219 -- 219
Depreciation 204 -- 204
General and administrative expense -- 60 60
Segment profit (loss) 264 (59) 205
Six Months Ended June 30, 1999 Residential Other Total
(in thousands)
Rental income $ 1,897 $ -- $ 1,897
Other income 89 5 94
Interest expense 443 -- 443
Depreciation 415 -- 415
General and administrative expense -- 103 103
Segment profit (loss) 429 (98) 331
Total assets 12,187 208 12,395
Capital expenditures 173 -- 173
Note F - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its Corporate General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain Corporate
General Partner entities by Insignia Financial Group, Inc. and entities which
were, at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
monetary damages and equitable relief, including judicial dissolution of your
partnership. On June 25, 1998, the Corporate General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Corporate General Partner filed
demurrers to the amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Corporate General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The
Corporate General Partner does not anticipate that costs associated with this
case will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
Item 2. Management's Discussion and Analysis or Plan of Operation
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the six
months ended June 30, 2000 and 1999:
Average
Occupancy
Property 2000 1999
Hickory Ridge Apartments 94% 95%
Memphis, Tennessee
Governor's Park Apartments 91% 95%
Ft. Collins, Colorado
The decrease in occupancy at Governor's Park Apartments is attributable to
increased competition in the local market area.
Results of Operations
The Partnership's net income for the three and six months ended June 30, 2000
was approximately $68,000 and $150,000, respectively, as compared to
approximately $205,000 and $331,000, respectively for the three and six months
ended June 30, 1999. The decrease in net income for both periods is due to an
increase in total expenses and a slight decrease in total revenues. Total
revenues decreased primarily due to a decrease in rental revenue which was
partially offset by an increase in other income. The decrease in rental income
was due primarily to a decrease in occupancy at both Governor's Park Apartments
and Hickory Ridge Apartments which was partially offset by an increase in
average rental rates at both of the properties. Other income increased slightly
due to an increase in late charges and telephone incentives at Hickory Ridge
Apartments.
Total expenses increased during the comparable periods due to increases in
operating and property tax expenses which were partially offset by decreases in
interest and general and administrative expenses. Depreciation expense remained
relatively constant. The increase in operating expense was due primarily to an
increase in courtesy patrol costs and property office costs at Hickory Ridge
Apartments and payroll costs at both properties. The increase in property tax
expense was due to the City of Memphis annexing Hickory Ridge Apartments into
the city limits during the last quarter of 1999. The annexation of Hickory Ridge
Apartments resulted in the property being responsible for city taxes during the
six months ended June 30, 2000 which were not applicable during the six months
ended June 30, 1999. Interest expense decreased as a result of decreasing
balances on the mortgage principal as a result of monthly mortgage payments.
General and administrative expense decreased primarily as a result of a decrease
in legal costs for the three and six month periods ended June 30, 2000 as
compared to the three and six month periods ended June 30, 1999, due to the
Partnership's portion of settlement costs disclosed in previous quarters.
Included in general and administrative expense at both June 30, 2000 and 1999
are management reimbursements to the Corporate General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit and appraisals required by the Partnership Agreement are also included.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.
Liquidity and Capital Resources
At June 30, 2000, the Registrant had cash and cash equivalents of approximately
$287,000 compared to approximately $1,045,000 at June 30, 1999. The decrease in
cash and cash equivalents of approximately $187,000 for the six months ended
June 30, 2000, from the Partnership's year end, is due to approximately $316,000
of cash used in investing activities and approximately $311,000 of cash used in
financing activities which was partially offset by approximately $440,000 of
cash provided by operating activities. Cash used in financing activities
consisted of principal payments made on the mortgages encumbering the
Registrant's properties, and distributions to the partners. Cash used in
investing activities consisted of property improvements and replacements and, to
lesser extent, net deposits to escrow accounts maintained by the mortgage
lender. The Registrant invests its working capital reserves in a money market
account.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at both of the properties to adequately maintain the
physical assets and other operating needs of the Registrant and to comply with
Federal, state, local, legal and regulatory requirements. Capital improvements
planned for both of the Registrant's properties are detailed below.
Hickory Ridge Apartments: The Partnership has budgeted approximately $362,000
for the year 2000 for capital improvements, consisting primarily of air
conditioning upgrades, floor covering, fencing improvements, and appliance
replacements. The Partnership completed approximately $178,000 in budgeted
capital expenditures at Hickory Ridge Apartments as of June 30, 2000, consisting
primarily of floor covering replacements, appliances and other building
improvements. These improvements were funded primarily from operations.
Governor's Park Apartments: The Partnership has budgeted approximately $112,000
for the year 2000 for capital improvements, consisting primarily of plumbing
enhancements and appliance and floor covering replacements. The Partnership
completed approximately $108,000 in budgeted and non-budgeted capital
expenditures at Governor's Park Apartments as of June 30, 2000, consisting
primarily of plumbing enhancements, and carpet and appliance replacements. These
improvements were funded primarily from operations and replacement reserves.
The additional capital improvements planned for 2000 at the Partnership's
properties will be incurred only if cash is available from operations or from
Partnership reserves. To the extent that such budgeted capital improvements are
completed, the Registrant's distributable cash flow, if any, may be adversely
affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $10,621,000, net of discount, is amortized over
varying periods with balloon payments due at maturity, March 1, 2001 and October
15, 2003. The Corporate General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity dates. If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
will risk losing such properties through foreclosure.
In June 2000, the Partnership distributed approximately $198,000 from operations
(approximately $11.42 per limited partnership unit) to the limited partners and
approximately $2,000 to the general partners. In January 1999, the Partnership
distributed approximately $594,000 from operations (approximately $34.25 per
limited partnership unit) to the limited partners and approximately $6,000 to
the general partners. The Registrant's distribution policy is reviewed on a
semi-annual basis. Future cash distributions will depend on the levels of net
cash generated from operations, the availability of cash reserves, and the
timing of debt maturities, refinancings, and/or property sales. There can be no
assurance, however, that the Registrant will generate sufficient funds from
operations after required capital expenditures to permit any additional
distributions to its partners in 2000 or subsequent periods. Distributions may
also be restricted by the requirement to deposit net operating income (as
defined in the mortgage note) into the reserve account until the reserve account
is funded by an amount equal to $200 per apartment unit or $37,600 in total at
Governor's Park. The reserve account is currently fully funded.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its Corporate General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain Corporate
General Partner entities by Insignia Financial Group, Inc. and entities which
were, at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
monetary damages and equitable relief, including judicial dissolution of your
partnership. On June 25, 1998, the Corporate General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Corporate General Partner filed
demurrers to the amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Corporate General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The
Corporate General Partner does not anticipate that costs associated with this
case will be material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
By: Shelter Realty VII Corporation
Corporate General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: August 9, 2000
