UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-15037
FORM 10-Q
FOR PERIOD ENDED: March 31, 1999
PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
265 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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PART II - RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Quarterly Report on Form 10-Q of Paine Webber Income Properties Seven
Limited Partnership (the "Registrant") will not be completed by May 17, 1999,
the last day for a timely filing of such Quarterly Report for the quarter ended
March 31, 1999.
The Partnership has not yet filed its Annual Report on Form 10-K for the
year ended September 30, 1998 or its Quarterly Report on Form 10-Q for the
period ended December 31, 1998. The inability of the registrant to file its
Quarterly Report at this date arises because of the inability to finalize the
independent audit of two of the Partnershi's significant subsidiaries (Chicago
Colony Apartments Associates and Chicago Colony Square Associates). The audit of
these joint ventures is being held up by the failure of the Partnership's
co-venture partner to sign a standard audit representation letter. The
co-venturer has withheld this signature pending a resolution of a dispute with
the Partnership. Every effort has been and will continue to be made to resolve
this dispute, which will have no material effect on the Partnership's financial
statements, so that the Partnership can file its Annual Report on Form 10-K for
the year ended September 30, 1998 and the Quarterly Reports on Forms 10-Q for
the periods ended December 31, 1998 and March 31, 1999.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas W. Boland (617) 439-8138
(2) Have all other periodic
reports under Section 13 or
15(e) of the Securities
Exchange Act of 1934 or
Section 30 of the Investment
Company Act of 1940 during the
preceding 12 months (or for
such shorter) period that the
registrant was required to
file such reports) been
filed? If answer is no,
identify report(s). |_| Yes |X| No
Annual Report on Form 10-K for
the year ended September 30,
1998 and Quarterly Report on
Form 10-Q for the quarterly
period ended December 31,
1998.
(3) Is it anticipated that any
significant change in results
of operations from the
corresponding period for the
last fiscal year will be
reflected by the earnings
statements to be included in
the subject report or portion
thereof? |_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
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(Name of registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
By: Seventh Income Properties Fund, Inc.
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Managing General Partner
Date: May 14, 1999 By: /s/ Walter V. Arnold
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Walter V. Arnold
Senior Vice President
and Chief Financial Officer
