FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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
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OR
( ) 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
0-19140
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CNL Income Fund VII, Ltd.
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(Exact name of registrant as specified in its charter)
Florida 59-2963871
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801-3336
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
----------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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>
CONTENTS
Page
Part I.
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operatio 7-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Part II.
Other Information 11-13
<PAGE>
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------ -------------------
<S> <C>
ASSETS
Land and buildings on operating leases, less
accumulated depreciation of $2,561,269 and
$2,602,453, respectively $ 12,973,518 $ 13,984,334
Net investment in direct financing leases 3,222,682 3,273,155
Investment in joint ventures 5,005,202 4,605,906
Mortgage notes receivable, less deferred gain of
$123,635 and $124,143, respectively 999,778 994,408
Cash and cash equivalents 1,429,957 925,348
Receivables, less allowance for doubtful accounts
of $10,960 and $16,679, respectively 3,757 72,644
Prepaid expenses 22,374 14,220
Accrued rental income, less allowance for doubtful
accounts of $9,845 in 2000 and 1999 1,208,702 1,215,696
Other assets 60,422 60,422
------------------ -------------------
$ 24,926,392 $ 25,146,133
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 28,323 $ 96,894
Distributions payable 675,000 675,000
Due to related parties 81,478 59,131
Rents paid in advance and deposits 18,354 10,107
------------------ -------------------
Total liabilities 803,155 841,132
Minority interest 144,949 145,515
Partners' capital 23,978,288 24,159,486
------------------ -------------------
$ 24,926,392 $ 25,146,133
================== ===================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------- ------------
Revenues:
Rental income from operating leases $ 463,274 $ 490,454 $ 934,720 $ 983,178
Earned income from direct financing leases 98,284 101,201 197,332 203,077
Contingent rental income 565 2,169 6,515 3,679
Interest and other income 29,772 44,581 81,741 84,139
------------ ------------ ------------- ------------
591,895 638,405 1,220,308 1,274,073
------------ ------------ ------------- ------------
Expenses:
General operating and administrative 43,874 28,491 89,308 63,827
Professional services 3,284 7,366 15,210 11,785
State and other taxes -- -- 14,430 13,055
Depreciation and amortization 71,016 74,630 142,556 150,719
Transaction costs 27,704 78,624 65,043 111,897
------------ ------------ ------------- ------------
145,878 189,111 326,547 351,283
------------ ------------ ------------- ------------
Income Before Minority Interest in Income of
Consolidated Joint Venture, Equity in Earnings
of Unconsolidated Joint Ventures, and
Gain on Sale of Land and Buildings 446,017 449,294 893,761 922,790
Minority Interest in Income of Consolidated
Joint Venture (4,605 ) (4,631 ) (9,317 ) (9,280 )
Equity in Earnings of Unconsolidated Joint
Ventures 92,692 195,079 186,794 268,374
Gain on Sale of Land and Buildings 97,262 188,971 97,564 189,244
------------ ------------ ------------- ------------
Net Income $ 631,366 $ 828,713 $1,168,802 $1,371,128
============ ============ ============= ============
Allocation of Net Income:
General partners $ 6,314 $ 8,053 $ 11,688 $ 13,477
Limited partners 625,052 820,660 1,157,114 1,357,651
------------ ------------ ------------- ------------
$ 631,366 $ 828,713 $1,168,802 $1,371,128
============ ============ ============= ============
Net Income Per Limited Partner Unit $ 0.021 $ 0.027 $ 0.039 $ 0.045
============ ============ ============= ============
Weighted Average Number of Limited Partner
Units Outstanding 30,000,000 30,000,000 30,000,000 30,000,000
============ ============ ============= ============
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2000 1999
------------------------ --------------------
General partners:
Beginning balance $ 230,931 $ 205,744
Net income 11,688 25,187
------------------------ --------------------
242,619 230,931
------------------------ --------------------
Limited partners:
Beginning balance 23,928,555 24,108,052
Net income 1,157,114 2,520,503
Distributions ($0.045 and $0.090 per
limited partner unit, respectively) (1,350,000 ) (2,700,000 )
------------------------ --------------------
23,735,669 23,928,555
------------------------ --------------------
Total partners' capital $ 23,978,288 $ 24,159,486
======================== ====================
See accompanying notes to condensed financial statements.
<PAGE>
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2000 1999
--------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $1,289,939 $1,405,372
--------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of land and building 1,005,000 1,059,954
Increase in restricted cash -- (1,061,529 )
Collections on mortgage notes receivable 4,553 5,832
Investment in joint venture (435,000 ) --
--------------- ---------------
Net cash provided by investing activities 574,553 4,257
--------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,350,000 ) (1,350,000 )
Distributions to holder of minority interest (9,883 ) (9,825 )
--------------- ---------------
Net cash used in financing activities (1,359,883 ) (1,359,825 )
--------------- ---------------
Net Increase in Cash and Cash Equivalents 504,609 49,804
Cash and Cash Equivalents at Beginning of Period 925,348 856,825
--------------- ---------------
Cash and Cash Equivalents at End of Period $1,429,957 $ 906,629
=============== ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 675,000 $ 675,000
=============== ===============
See accompanying notes to condensed financial statements.
<PAGE>
</TABLE>
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and six months ended June 30, 2000, may not be indicative
of the results that may be expected for the year ending December 31,
2000. Amounts as of December 31, 1999, included in the financial
statements, have been derived from audited financial statements as of
that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund VII, Ltd. (the "Partnership") for the year ended December
31, 1999.
The Partnership accounts for its 83 percent interest in San Antonio
#849 Joint Venture using the consolidation method. Minority interest
represents the minority joint venture partners' proportionate share of
the equity in the Partnership's consolidated joint venture. All
significant intercompany accounts and transactions have been
eliminated.
2. Land and Buildings on Operating Leases:
In June 2000, the Partnership sold its property in Pueblo, Colorado to
a third party for $1,005,000, resulting in a gain of $97,056 for
financial reporting purposes. This property was originally acquired by
the Partnership in August 1990 and had a cost of approximately
$961,600, excluding acquisition fees and miscellaneous acquisition
expenses; therefore, the Partnership sold the property for
approximately $43,400 in excess of its original purchase price.
3. Investment in Joint Ventures:
In June 2000, the Partnership used a portion of the net sales proceeds
received from the sale of the Partnership's property in Pueblo,
Colorado, to enter into a joint venture arrangement, TGIF Pittsburgh
Joint Venture, with CNL Income Fund XV, Ltd., CNL Income Fund XVI, Ltd.
and CNL Income Fund XVIII, Ltd., each a Florida limited partnership and
an affiliate of the general partners, to hold one restaurant property.
The Partnership accounts for its investment using the equity method
since the Partnership shares control with affiliates. As of June 30,
2000, the Partnership owned a 17.16% interest in the profits and losses
of the joint venture.
<PAGE>
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
3. Investment in Joint Ventures - Continued:
CNL Restaurant Investments II owns and leases six properties to an
operator of national fast-food or family-style restaurants, and Des
Moines Real Estate Joint Venture, CNL Mansfield Joint Venture, Duluth
Joint Venture, and the Partnership and affiliates as tenants-in-common
in three separate tenancy in common arrangements, each own and lease
one property to an operator of national fast-food or family-style
restaurants. The following presents the combined, condensed financial
information for the joint ventures and the three properties held as
tenants-in-common with affiliates at:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------------------- ---------------------
<S> <C>
Land and buildings on operating leases,
less accumulated depreciation $ 14,126,023 $ 11,427,388
Net investment in direct financing lease 927,524 932,696
Cash 930,624 962,409
Receivables 4,115 39,213
Accrued rental income 176,451 148,868
Other assets 963 1,917
Liabilities 370,988 68,783
Partners' capital 15,794,712 13,443,708
Revenues 672,209 1,297,799
Gain on sale of land and building -- 239,336
Net income 528,831 1,246,689
</TABLE>
The Partnership recognized income totaling $186,794 and $268,374 during
the six months ended June 30, 2000 and 1999, respectively, from these
joint ventures and the properties held as tenants-in-common with
affiliates, of which $92,692 and $195,079 was earned during the
quarters ended June 30, 2000 and 1999, respectively.
4. Termination of Merger:
On March 1, 2000, the general partners and CNL American Properties
Fund, Inc. ("APF") mutually agreed to terminate the Agreement and Plan
of Merger entered into in March 1999. The general partners are
continuing to evaluate strategic alternatives for the Partnership,
including alternatives to provide liquidity to the limited partners.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund VII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 18, 1989, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as land upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food restaurant chains. The leases generally are
triple-net leases, with the lessees responsible for all repairs and maintenance,
property taxes, insurance and utilities. As of June 30, 2000, the Partnership
owned 40 Properties, which included interests in eleven Properties owned by
joint ventures in which the Partnership is a co-venturer and three Properties
owned with affiliates of the general partners as tenants-in-common.
Capital Resources
The Partnership's primary source of capital for the six months ended
June 30, 2000 and 1999 was cash from operations (which includes cash received
from tenants, distributions from joint ventures, and interest and other income
received, less cash paid for expenses). Cash from operations was $1,289,939 and
$1,405,372 for the six months ended June 30, 2000 and 1999, respectively. The
decrease in cash from operations for the six months ended June 30, 2000, as
compared to the six months ended June 30, 1999, was primarily a result of
changes in income and expenses as described in "Results of Operations" below.
Other sources and uses of capital included the following during the six
months ended June 30, 2000.
In June 2000, the Partnership sold its Property in Pueblo, Colorado to
a third party for $1,005,000, resulting in a gain of $97,056 for financial
reporting purposes. This Property was originally acquired by the Partnership in
August 1990 and had a cost of approximately $961,600, excluding acquisition fees
and miscellaneous acquisition expenses; therefore, the Partnership sold the
Property for approximately $43,400 in excess of its original purchase price. In
June 2000, the Partnership used a portion of these net sales proceeds to enter
into a joint venture arrangement, TGIF Pittsburgh Joint Venture, with CNL Income
Fund XV, Ltd., CNL Income Fund XVI, Ltd. and CNL Income Fund XVIII, Ltd., each a
Florida limited partnership and an affiliate of the general partners, to hold
one restaurant property. The Partnership intends to reinvest the remaining
proceeds in an additional Property. The Partnership will distribute amounts
sufficient to enable the limited partners to pay federal and state income taxes,
if any (at a level reasonably assumed by the general partners), resulting from
the sale.
Currently, rental income from the Partnership's Properties and net
sales proceeds from the sale of Properties are invested in money market accounts
or other short-term, highly liquid investments, such as demand deposit accounts
at commercial banks and certificates of deposit with less than a 30-day maturity
date, pending the Partnership's use of such funds to pay Partnership expenses,
to make distributions to the partners or to reinvest in an additional Property.
At June 30, 2000, the Partnership had $1,429,957 invested in such short-term
investments, as compared to $925,348 at December 31, 1999. The increase in cash
and cash equivalents was primarily due to the Partnership retaining a portion of
the net sales proceeds from the sale of the Partnership's Property in Pueblo,
Colorado, as described above. The funds remaining at June 30, 2000, after
payment of distributions and other liabilities, will be used to meet the
Partnership's working capital and other needs.
Short-Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
Total liabilities of the Partnership, including distributions payable,
decreased to $803,155 at June 30, 2000, from $841,132 at December 31, 1999. The
decrease in liabilities was primarily a result of a decrease in accounts payable
at June 30, 2000, as compared to December 31, 1999. The decrease in liabilities
was partially offset by an increase in due to related parties at June 30, 2000,
as compared to December 31, 1999. The general partners believe that the
Partnership has sufficient cash on hand to meet its current working capital
needs.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to the limited partners of $1,350,000 for each of the six
months ended June 30, 2000 and 1999 ($675,000 for each of the quarters ended
June 30, 2000 and 1999). This represents distributions for each applicable six
months of $0.045 per unit ($0.023 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and six months
ended June 30, 2000 and 1999. No amounts distributed to the limited partners for
the six months ended June 30, 2000 and 1999, are required to be or have been
treated by the Partnership as a return of capital for purposes of calculating
the limited partners' return on their adjusted capital contributions. The
Partnership intends to continue to make distributions of cash available for
distribution to the limited partners on a quarterly basis.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
<PAGE>
Results of Operations
During the six months ended June 30, 1999, the Partnership and its
consolidated joint venture, San Antonio #849 Joint Venture, owned and leased 29
wholly owned Properties to operators of fast-food and family-style restaurant
chains (which included one Property which was sold in 1999). During the six
months ended June 30, 2000, the Partnership and San Antonio #849 Joint Venture
owned and leased 28 wholly owned properties to operators of fast-food and
family-style restaurant chains (which included one Property sold in June 2000).
In connection therewith, during the six months ended June 30, 2000 and 1999, the
Partnership and San Antonio #849 Joint Venture earned $1,132,052 and $1,186,255,
respectively, in rental income from operating leases and earned income from
direct financing leases, $561,558 and $591,655 of which was earned during the
quarters ended June 30, 2000 and 1999, respectively. The decrease in rental and
earned income for the quarter and six months ended June 30, 2000, as compared to
the quarter and six months ended June 30, 1999, was primarily due to the sale of
the Partnership's Properties in Maryville, Tennessee in June 1999 and in Pueblo,
Colorado in June 2000. The Partnership reinvested the net sales proceeds from
the Property in Maryville, Tennessee in a Property in Montgomery, Alabama, as
tenants-in-common with an affiliate of the general partners and reinvested a
portion of the net sales proceeds from the sale of the Property in Pueblo,
Colorado in a joint venture arrangement. Rental and earned income are expected
to remain at reduced amounts while equity in earnings of joint ventures is
expected to remain at increased amounts due to the fact that the Partnership
reinvested these net sales proceeds in a Property with an affiliate of the
general partners as tenants-in-common and in a joint venture arrangement.
During the six months ended June 30, 1999, the Partnership owned and
leased nine Properties indirectly through other joint venture arrangements
(which included one Property in Halls Joint Venture which was sold in 1999) and
owned two Properties, indirectly with affiliates of the general partners as
tenants-in-common. During the six months ended June 30, 2000, the Partnership
owned and leased ten Properties through joint venture arrangements and owned
three Properties indirectly with affiliates of the general partners, as
tenants-in-common. In connection therewith, during the six months ended June 30,
2000 and 1999, the Partnership earned $186,794 and $268,374, respectively,
$92,692 and $195,079 of which was earned during the quarters ended June 30, 2000
and 1999, respectively. The decrease in net income earned by joint ventures was
primarily due to the fact that in June 1999, Halls Joint Venture, in which the
Partnership owns a 51.1% interest, recognized a gain of approximately $239,300.
Approximately $122,000 of the joint venture's gain was allocated to the
Partnership for financial reporting purposes. The decrease was partially offset
by the fact that the Partnership reinvested the net sales proceeds received from
the 1999 sale of a Property in Maryville, Tennessee and the 2000 sale of a
Property in Pueblo, Colorado, in a Property with an affiliate of the general
partners as tenants-in-common, and in a joint venture arrangement, as described
in "Capital Resources," respectively.
Operating expenses, including depreciation expense, were $326,547 and
$351,283 for the six months ended June 30, 2000 and 1999, respectively, $145,878
and $189,111 of which were incurred during the quarters ended June 30, 2000 and
1999, respectively. Operating expenses decreased partially due to the fact that
the Partnership incurred less transaction costs during the quarter and six
months ended June 30, 2000 related to the general partners retaining financial
and legal advisors to assist them in evaluating and negotiating the proposed
merger with CNL American Properties Fund, Inc. ("APF"), due to the termination
of the merger as described below in "Termination of Merger." In addition, the
decrease during the quarter and six months ended June 30, 2000 was partially
attributable to a decrease in depreciation expense as a result of the sale of
one Property in June 1999 and one Property in June 2000. The decrease in
operating expenses was partially offset by an increase in administrative
expenses for servicing the Partnership and its Properties.
As a result of the sale of the Property in Florence, South Carolina, in
August 1995, and recording the gain using the installment method, the
Partnership recognized a gain for financial reporting purposes of $508 and $553
for the six months ended June 30, 2000 and 1999, respectively, $206 and $280 of
which was recognized for the quarters ended June 30, 2000 and 1999,
respectively. In addition, as a result of the sale of the Property in Pueblo,
Colorado, as described above in "Capital Resources," the Partnership recognized
a gain of $97,056 for financial reporting purposes during the quarter and six
months ended June 30, 2000. As a result of the 1999 sale of the Partnership's
Property in Maryville, Tennessee, the Partnership recognized a gain of $188,691
for financial reporting purposes during the quarter and six months ended June
30,1999.
Termination of Merger
On March 1, 2000, the general partners and APF mutually agreed to
terminate the Agreement and Plan of Merger (the "Merger") entered into in March
1999. The general partners are continuing to evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
Dismissal of Legal Action
As described in greater detail in Part II, Item 1. "Legal Proceedings,"
in 1999, two groups of limited partners in several CNL Income Funds filed
purported class action suits against the general partners and APF alleging,
among other things, that the general partners had breached their fiduciary
duties in connection with the proposed Merger. These actions were later
consolidated into one action. On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice, with each party
to bear its own costs and attorneys' fees.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes in the Partnership's market risk occurred from
December 31, 1999 through June 30, 2000. Information regarding the Partnership's
market risk at December 31, 1999 is included in its Annual Report on Form 10-K
for the year ended December 31, 1999.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On May 11, 1999, four limited partners in several CNL Income Funds
served a derivative and purported class action lawsuit filed April
22, 1999 against the general partners and APF in the Circuit Court
of the Ninth Judicial Circuit of Orange County, Florida, alleging
that the general partners breached their fiduciary duties and
violated provisions of certain of the CNL Income Fund partnership
agreements in connection with the proposed merger. The plaintiffs
sought unspecified damages and equitable relief. On July 8, 1999,
the plaintiffs filed an amended complaint which, in addition to
naming three additional plaintiffs, included allegations of aiding
and abetting and conspiring to breach fiduciary duties, negligence
and breach of duty of good faith against certain of the defendants
and sought additional equitable relief. As amended, the caption of
the case was Jon Hale, Mary J. Hewitt, Charles A. Hewitt, Gretchen
M. Hewitt, Bernard J. Schulte, Edward M. and Margaret Berol Trust,
and Vicky Berol v. James M. Seneff, Jr., Robert A. Bourne, CNL
Realty Corporation, and CNL American Properties Fund, Inc., Case
No. CIO-99-0003561.
On June 22, 1999, a limited partner of several CNL Income Funds
served a purported class action lawsuit filed April 29, 1999
against the general partners and APF, Ira Gaines, individually and
on behalf of a class of persons similarly situated, v. CNL American
Properties Fund, Inc., James M. Seneff, Jr., Robert A. Bourne, CNL
Realty Corporation, CNL Fund Advisors, Inc., CNL Financial
Corporation a/k/a CNL Financial Corp., CNL Financial Services, Inc.
and CNL Group, Inc., Case NO. CIO-99-3796, in the Circuit Court of
the Ninth Judicial Circuit of Orange County, Florida, alleging that
the general partners breached their fiduciary duties and that APF
aided and abetted their breach of fiduciary duties in connection
with the proposed merger. The plaintiff sought unspecified damages
and equitable relief.
On September 23, 1999, Judge Lawrence Kirkwood entered an order
consolidating the two cases under the caption In re: CNL Income
Funds Litigation, Case No. 99-3561. Pursuant to this order, the
plaintiffs in these cases filed a consolidated and amended
complaint on November 8, 1999. On December 22, 1999, the general
partners and CNL Group, Inc. filed motions to dismiss and motions
to strike. On December 28, 1999, APF and CNL Fund Advisors, Inc.
filed motions to dismiss. On March 6, 2000, all of the defendants
filed a Joint Notice of Filing Form 8-K Reports and Suggestion of
Mootness.
On April 25, 2000, Judge Kirkwood issued a Stipulated Final Order
of Dismissal of Consolidated Action, dismissing the action without
prejudice, with each party to bear its own costs and attorneys'
fees.
Item 2. Changes in Securities. Inapplicable.
Item 3. Default upon Senior Securities. Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
Item 5. Other Information. Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund VII, Ltd. (Included as Exhibit 4.1 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund VII, Ltd. (Included as Exhibit 4.1 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund VII, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on April 1, 1996, and incorporated herein
by reference.)
10.1 Management Agreement between CNL Income Fund VII,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as Exhibit 10.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30, 1995,
and incorporated herein by reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with the
Securities and Exchange Commission on April 1, 1996,
and incorporated herein by reference.)
27 Financial Data Schedule (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
June 30, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 9th day of August, 2000
CNL INCOME FUND VII, LTD.
By: CNL REALTY CORPORATION
General Partner
By:/s/ James M. Seneff, Jr.
-------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Robert A. Bourne
-------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
