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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 25, 1999
COPLEY PENSION PROPERTIES VII; A REAL ESTATE LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
0-17807 04-2988542
(Commission File Number) (IRS Employer Identification No.)
225 Franklin Street, Boston, MA 02110
(Address of principal executive offices) (Zip Code)
(617) 261-9000
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
- ----------------------------------------------
On March 25, 1999 Copley Pension Properties VII: A Real Estate Limited
Partnership (the "Partnership") sold its property known as Regency Court located
in Sherman Oaks, California. The property was sold to an unaffiliated third
party (the "Buyer") for gross proceeds of $13,050,000. The terms of the sale
were determined by arm's length negotiation between the Buyer and the
Partnership. The Partnership received net proceeds of approximately $12,501,000
and recognized a gain of approximately $3,302,000.
Item 7. Financial Statements and Exhibits.
- -------------------------------------------
In connection with the disposition of the asset discussed in Item 2 above,
pro forma financial statements are presented below. The pro forma balance sheet
is presented for the period ended December 31, 1998 (Exhibit A). The pro forma
income statement is presented for the fiscal year ended December 31,
1998 (Exhibit B).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 8, 1999 COPLEY PENSION PROPERTIES VII;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
By: Seventh Copley Corp.
Managing General Partner
By: J. Christopher Meyer III
--------------------------------
Name: J. Christopher Meyer III
Title: President, Chief Executive
Officer and Director
<PAGE>
Copley Pension Properties VII EXHIBIT A
A Real Estate Limited Partnership
Pro Forma Balance Sheet
December 31, 1998
Audited
<TABLE>
<CAPTION>
Pro Forma December 31, 1988
December 31, 1998 Adjustment Pro Forma
ASSETS ----------------- ---------- -----------------
<S> <C> <C> <C>
Real estate investments:
Joint ventures $ 9,003,008 - $9,003,008
Property, net 1,871,598 - 1,871,598
------------ ---------- -----------
10,874,606 - 10,874,606
Property held for disposition, net 8,825,905 (8,807,815) 18,090
Cash and cash equivalents 3,985,403 12,501,400 (a) 16,486,803
----------- ---------- -----------
$23,685,914 $3,693,585 $27,379,499
=========== ========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $91,233 - $91,233
Accrued management fee 54,897 - 54,897
Deferred disposition fees 641,608 391,500 (b) 1,033,108
----------- ---------- -----------
Total liabilities 787,738 391,500 1,179,238
----------- ---------- -----------
Partners' capital (deficit):
Limited partners ($742.12 and $884
per unit; respectively; 100,000
units authorized, 42,076
units issued and outstanding) 22,923,845 3,269,064 (a) 26,192,909
General partners (25,669) 33,021 (a) 7,352
---------- ---------- -----------
Total partners' capital 22,898,176 3,302,085 26,200,261
---------- ---------- -----------
$23,685,914 $3,693,585 $27,379,499
=========== ========== ===========
</TABLE>
<PAGE>
Copley Pension Properties VII EXHIBIT B
A Real Estate Limited Partnership
Pro Forma Income Statement
December 31, 1998
Audited
<TABLE>
<CAPTION>
Pro Forma December 31, 1998
December 31, 1998 Adjustment Pro Forma
----------------- ---------- -----------------
<S> <C> <C> <C>
Investment Activity
Property rentals $2,027,523 (1,725,402)(c) $302,121
Property operating expenses (782,646) 768,025 (c) (14,621)
Depreciation and amortization (379,361) 291,528 (c) (87,833)
---------- ---------- ----------
865,516 (665,849) 199,667
Joint venture earnings 1,198,440 - 1,198,440
---------- ---------- ----------
Total real estate operations 2,063,956 (665,849) 1,398,107
Gain on sale of property 2,076,945 3,302,085 (a) 5,379,030
---------- ---------- ----------
Total real estate activity 4,140,901 2,636,236 6,777,137
Interest on cash equivalents and short
term investments 241,133 - 241,133
---------- ---------- ----------
Total investment activity 4,382,034 2,636,236 7,018,270
Portfolio Expenses
Management fee 246,277 (78,639)(e) 167,638
General and administrative 175,078 (5,000)(f) 170,078
---------- ---------- ----------
421,355 (83,639) 337,716
---------- ---------- ----------
Net income $3,960,679 $2,719,875 $6,680,554
========== ========== ==========
Net income per limited partnership unit $93.19 $64.00 (d) $157.19
========== ========== ==========
Number of limited partnership units
outstanding during the period 42,076 42,076 42,076
========== ========== ==========
</TABLE>
Pro Forma Financial Statement Footnotes:
(a) Disposition of asset as discussed in Item 2 herein and allocation of the
gain on such disposition to the Partners.
(b) Disposition fee incurred in connection with the disposition of the asset
discussed in Item 2 herein.
(c) Removal of 1998 operating activity related to the disposed asset
discussed in Item 2 herein.
(d) Calculation of net income per limited partnership unit after the removal
of operating activity and addition of the gain related to the disposed
asset discussed in Item 2 herein.
(e) Removal of management fees based on distributions received during the
pro forma period from the disposed asset discussed in Item 2 herein.
(f) Removal of appraisal fees incurred during the pro forma period for the
disposed asset discussed in Item 2 herein.
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