PLM EQUIPMENT GROWTH & INCOME FUND VII
10-K/A, 2000-08-29
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                   FORM 10-K/A


[X]     ANNUAL  REPORT   PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
        SECURITIES  EXCHANGE  ACT OF 1934 FOR THE  FISCAL  YEAR  ENDED
        DECEMBER 31, 1999.

[ ]     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 0-26594
                             -----------------------


                     PLM EQUIPMENT GROWTH & INCOME FUND VII
             (Exact name of registrant as specified in its charter)


         CALIFORNIA                                            94-3168838
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

 ONE MARKET, STEUART STREET TOWER
  SUITE 800, SAN FRANCISCO, CA                                  94105-1301
     (Address of principal                                      (Zip code)
       executive offices)

       Registrant's telephone number, including area code: (415) 974-1399
                             -----------------------



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 ______

Aggregate market value of voting stock:  N/A

An index of exhibits filed with this Form 10-K/A is located at page 4.

Total number of pages in this report:  53.


<PAGE>


                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (A) 1.  Financial Statements

             The  financial  statements  listed  in the  accompanying  Index  to
             Financial  Statements  are filed as part of this  Annual  Report on
             Form 10-K/A.

         2.  Financial Statements required under Regulation S-X Rule 3-09

             The following  financial  statements  are filed as Exhibits of this
             Annual Report on Form 10K/A:

             a.   Boeing 767
             b.   Canadian Air Trust #2
             c.   Canadian Air Trust #3
             d.   TAP Trust
             e.   TWA Trust S/N 49183
             f.   Ulloa Partnership

     (B) Reports on Form 8-K

             None.

     (C) Exhibits

     4.   Limited   Partnership   Agreement  of  Partnership.   Incorporated  by
          reference  to the  Partnership's  Registration  Statement  on Form S-1
          (Reg. No.  33-55796),  which became  effective with the Securities and
          Exchange Commission on May 25, 1993.

     4.1  First  Amendment  to the  Third  Amendment  and  Restated  Partnership
          Agreement, dated May 10, 1993.

     4.2  Second  Amendment  to the Third  Amendment  and  Restated  Partnership
          Agreement, dated May 10, 1999.

     4.3  Third  Amendment  to the  Third  Amendment  and  Restated  Partnership
          Agreement, dated March 25, 1999.

    10.1  Management   Agreement   between   Partnership   and  PLM   Investment
          Management,  Inc.,  incorporated  by  reference  to the  Partnership's
          Registration  Statement on Form S-1 (Reg. No. 33-55796),  which became
          effective with the Securities and Exchange Commission on May 25, 1993.

    10.2  Note Agreement, dated as of December 1, 1995, regarding $23.0 million
          of 7.27% senior notes due December 21, 2005. Incorporated by reference
          to the  Partnership's  Annual Report on Form 10-K dated December 31,
          1995 filed with the Securities and Exchange Commission on March 20,
          1996.

    10.3  Fourth Amended and Restated Warehousing Credit Agreement,  dated as of
          December 15, 1998,  with First Union  National Bank of North  Carolina
          incorporated  by reference  the  Partnership's  Annual  Report on Form
          10-K/A dated  December 31, 1998 filed with the Securities and Exchange
          Commission on January 5, 2000.

    10.4  First  amendment to the Fourth Amended and Restated  Warehouse  Credit
          Agreement dated December 10, 1999.

    24.   Powers of Attorney.

    Financial Statements required under Regulation S-X Rule 3-09:

    99.1   Boeing 767.

    99.2   Canadian Air Trust #2.

    99.3   Canadian Air Trust #3.

    99.4   TAP Trust.

    99.5   TWA Trust S/N 49183.

    99.6   Ulloa Partnership.



















                     (This space intentionally left blank.)




<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

The Partnership has no directors or officers.  The General Partner has signed on
behalf of the Partnership by duly authorized officers.


Dated: August 28, 2000            PLM EQUIPMENT GROWTH & INCOME FUND VII
                                  PARTNERSHIP

                                  By:      PLM Financial Services, Inc.
                                           General Partner


                                  By:      /s/ Douglas P. Goodrich
                                           Douglas P. Goodrich
                                           President and Director


                                  By:      /s/ Richard K Brock
                                           Richard K Brock
                                           Vice President and
                                           Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  directors of the  Partnership's  General
Partner on the dates indicated.


Name                       Capacity                          Date


*_______________________
Robert N. Tidball         Director, FSI                     August 28, 2000


*_______________________
Douglas P. Goodrich       Director, FSI                     August 28, 2000


*_______________________
Stephen M. Bess           Director, FSI                     August 28, 2000


*Susan C. Santo,  by signing her name hereto,  does sign this document on behalf
of the persons  indicated  above pursuant to powers of attorney duly executed by
such persons and filed with the Securities and Exchange Commission.


/s/ Susan C. Santo
Susan C. Santo
Attorney-in-Fact


<PAGE>



                     PLM EQUIPMENT GROWTH & INCOME FUND VII

                               INDEX OF EXHIBITS


  Exhibit                                                               Page

    4.     Limited Partnership Agreement of Partnership.                  *

    4.1    First Amendment to the Third Amendment and Restated
           Limited Partnership Agreement                                  *


    4.2    Second Amendment to the Third Amendment and Restated           *
           Limited Partnership Agreement


    4.3    Third Amendment to the Third Amendment and Restated            *
           Limited Partnership Agreement


   10.1    Management Agreement between Partnership and PLM Investment    *
           Management, Inc.

   10.2    Note Agreement, dated as of December 1, 1995, regarding
           $23.0 million of 7.27% senior notes due December 21, 2005.     *

   10.3    Fourth Amended and Restated Warehousing Credit Agreement,
           dated as of December 15, 1998, with First Union National
           Bank of North Carolina                                         *

   10.4    First amendment to the Fourth Amended and Restated  Warehouse
           Credit Agreement 51-55 dated December 10, 1999.               51-55

   24.     Powers of Attorney.                                           56-58

           Financial Statements required under Regulation S-X Rule 3-09:

   99.1    Boeing 767.                                                   59-66

   99.2    Canadian Air Trust #2.                                        67-74

   99.3    Canadian Air Trust #3.                                        75-82

   99.4    TAP Trust.                                                    83-90

   99.5    TWA Trust S/N 49183.                                          91-98

   99.6    Ulloa Partnership.                                            99-107




--------
* Incorporated by reference. See pages 28 and 29 of this report.



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