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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
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: 0-11779
S/M REAL ESTATE FUND VII, LTD.
------------------------------
Exact Name of Registrant as Specified in its Charter
Texas 75-1845682
----- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation of organization)
5520 LBJ Freeway, Suite 500, Dallas, Texas 75240
- ------------------------------------------ -----
(Address of principal executive offices) (Zip code)
(972) 404-7100
--------------
(Registrant's telephone number, including area code)
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 [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
S/M REAL ESTATE FUND VII, LTD.
AT SEPTEMBER 30,
2003 AT DECEMBER 31,
BALANCE SHEETS (UNAUDITED) 2002
- -------------------------------------------------------------------------------------
ASSETS
Real estate, at cost:
Land $ 962,216 $ 962,216
Building and improvements 7,963,177 7,963,821
---------------- ----------------
8,925,393 8,926,037
Less accumulated depreciation (7,379,673) (7,104,900)
---------------- ----------------
1,545,720 1,821,137
Cash and cash equivalents 142,883 259,663
Cash held in escrow 231,073 82,565
Restricted cash - replacement reserve 11,918 24,156
Accounts receivable 4,947 10,133
Other assets, net 109,640 89,380
- -------------------------------------------------------------------------------------
TOTAL ASSETS $ 2,046,181 $ 2,287,034
=====================================================================================
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
First mortgage note payable $ 6,091,519 $ 6,148,505
Accounts payable:
Trade 39,449 21,094
Affiliates 40,665 40,665
Accrued expenses and other liabilities 227,193 43,405
---------------- ----------------
Total Liabilities 6,398,826 6,253,669
---------------- ----------------
Partners' Deficit:
General Partners (130,138) (126,278)
Limited Partners (11,080 units outstanding) (4,222,507) (3,840,357)
---------------- ----------------
Total Partners' Deficit (4,352,645) (3,966,635)
- -------------------------------------------------------------------------------------
TOTAL LIABILITIES AND PARTNERS' DEFICIT $ 2,046,181 $ 2,287,034
=====================================================================================
STATEMENT OF PARTNERS' DEFICIT (UNAUDITED) GENERAL LIMITED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 PARTNERS PARTNERS TOTAL
- -------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2002 $ (126,278) $(3,840,357) $(3,966,635)
Net loss (3,860) (382,150) (386,010)
- -------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 2003 $ (130,138) $(4,222,507) $(4,352,645)
===========================================================================================
See accompanying notes to the financial statements. 2
S/M REAL ESTATE FUND VII, LTD.
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
STATEMENTS OF OPERATIONS (UNAUDITED) 2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------------------
INCOME
Rental $ 367,198 $ 340,705 $ 1,070,163 $ 1,060,860
Interest and other 1,278 1,668 3,695 4,313
---------------- ---------------- ---------------- ----------------
Total Income 368,476 342,373 1,073,858 1,065,173
- -------------------------------------------------------------------------------------------------------------------
EXPENSES
Property operating 230,345 199,063 642,142 553,107
Interest 111,691 113,031 332,438 336,342
Depreciation and amortization 106,650 107,162 320,019 323,451
General and administrative 74,736 16,936 165,269 51,577
---------------- ---------------- ---------------- ----------------
Total Expenses 523,422 436,192 1,459,868 1,264,477
- -------------------------------------------------------------------------------------------------------------------
NET LOSS $ (154,946) $ (93,819) $ (386,010) $ (199,304)
===================================================================================================================
NET LOSS ALLOCATED:
To the General Partners $ (1,549) $ (938) $ (3,860) $ (1,993)
To the Limited Partners (153,397) (92,881) (382,150) (197,311)
- -------------------------------------------------------------------------------------------------------------------
$ (154,946) $ (93,819) $ (386,010) $ (199,304)
===================================================================================================================
PER LIMITED PARTNERSHIP UNIT
(11,080 OUTSTANDING) $ (13.84) $ (8.38) $ (34.49) $ (17.81)
===================================================================================================================
See accompanying notes to the financial statements. 3
S/M REAL ESTATE FUND VII, LTD.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 2002
- -------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(386,010) $(199,304)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 320,019 323,451
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Cash held in escrow (148,508) (165,433)
Accounts receivable 5,186 (3,032)
Other assets (24,845) (19,707)
Accounts payable 18,355 5,427
Accrued expenses and other liabilities 183,788 142,154
--------- ---------
Net cash (used in) provided by operating activities (32,015) 83,556
- -------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash - replacement reserve 12,238 93,991
Additions to real estate (40,017) (29,194)
--------- ---------
Net cash (used in) provided by investing activities (27,779) 64,797
- -------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES - Payments of principal
on first mortgage note payable (56,986) (53,082)
- -------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (116,780) 95,271
Cash and cash equivalents, beginning of period 259,663 216,234
- -------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 142,883 $ 311,505
=====================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 332,438 $ 336,342
=====================================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Write-off of fully depreciated building and improvements $ 40,661 $ 43,728
=====================================================================================
See accompanying notes to the financial statements. 4
S/M REAL ESTATE FUND VII, LTD.
NOTES TO THE FINANCIAL STATEMENTS
The quarterly unaudited financial statements for S/M Real Estate Fund
VII, Ltd. (the "Partnership") include all normal and recurring
adjustments which are, in the opinion of the general partners,
necessary to present a fair statement of financial position as of
September 30, 2003, the results of operations for the three and nine
months ended September 30, 2003 and 2002, the change in partners'
deficit for the nine months ended September 30, 2003, and the cash
flows for the nine months ended September 30, 2003 and 2002. Results of
operations for the period are not necessarily indicative of the results
to be expected for the full year.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.
During the nine months ended September 30, 2003 and 2002, the general
partners or their affiliates were reimbursed for Partnership
administrative and operating expenses, excluding property management
fees, in the amounts of $8,069 and $8,891, respectively. Property
management fees earned by an affiliate of the Partnership's general
partners were $43,220 and $42,604 for the nine months ended September
30, 2003 and 2002, respectively.
The financial information included in this interim report as of
September 30, 2003 and for the three and nine months ended September
30, 2003 and 2002 has been prepared by management without audit by
independent certified public accountants. The Partnership's 2002 annual
report contains audited financial statements including the notes to the
financial statements and should be read in conjunction with the
financial information contained in this interim report.
No significant events other than mentioned below have occurred
subsequent to fiscal year 2002, and no material contingencies exist
which would require disclosure in this interim report per Regulation
S-X, Rule 10-01, Paragraph (a)(5).
On July 3, 2003, the Partnership filed with the Securities and Exchange
Commission preliminary proxy materials and on September 16, 2003, the
Partnership filed with the Securities and Exchange Commission
definitive proxy materials regarding a proposed sale of the
Partnership's sole property and the dissolution and liquidation of the
Partnership. Definitive proxy materials were sent to limited partners
seeking their approval of these proposals. On October 23, 2003, the
Partnership held a special meeting of limited partners to vote on two
proposals described in the definitive proxy materials dated September
16, 2003: (1) the sale of the Partnership's final property, Fifth
Avenue Apartments, and amendments of the Partnership's partnership
agreement to disband the Investment Committee and to change the
allocation of cash distributions from sales or refinancings among
limited partners and general partners; and (2) the subsequent
dissolution and liquidation of the Partnership. Limited partnerships
representing a quorum were present at the special meeting. Both
proposals were approved by the requisite number of limited partnership
interests. As a result, the Partnership began marketing the Fifth
Avenue property for sale and continues to operate until such time as
the property is sold and the Partnership is dissolved and liquidated.
Despite these approvals, there can be no assurance that the Partnership
will consummate the sale and the dissolution and liquidation of the
Partnership. In accordance with the provisions of SFAS 144, the Fifth
Avenue property will be disclosed as held for sale in future financial
statements and depreciation ceased subsequent to the approval of the
sale of the Fifth Avenue property.
5
S/M REAL ESTATE FUND VII, LTD.
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources
Under the terms of the Partnership's loan agreement, the Partnership is
required to make fixed monthly payments of principal and interest in
the amount of $43,269 until maturity on January 1, 2009, at which time
the entire outstanding principal balance and accrued interest is due.
Under the terms of the loan agreement, the Partnership is required to
make monthly contributions of $3,905 which are held by the lender
pending application for the completion of certain required repairs to
the Fifth Avenue property. At September 30, 2003, the balance in this
replacement reserve account was $11,918.
Cash and cash equivalents totaled $142,883 at September 30, 2003,
compared to $259,663 at December 31, 2002. The $116,780 decrease is
primarily attributable to cash used by operations, debt service
payments and payments made to the replacement reserve account and
escrow account, partially offset by the release of restricted cash (see
below).
Cash held in escrow increased to $231,073 at September 30, 2003, from
$82,565 at December 31, 2002. The $148,508 increase is attributable to
contributions to the insurance and real estate tax escrow as required
by the Partnership's loan agreement offset in part by payment of annual
insurance premiums.
Restricted cash replacement reserve decreased to $11,918 at September
30, 2003, from $24,156 at December 31, 2002. The $12,238 decrease is
attributable to the release of $47,531 for replacements, offset in part
by monthly contributions to the replacements reserve in accordance with
the terms of the loan agreement.
Other assets increased to $109,640 at September 30, 2003, from $89,380
at December 31, 2002. The increase is primarily due to increases in
prepaid insurance partially offset by the amortization of loan costs.
Accounts receivable totaled $4,947 at September 30, 2003, compared to
$10,133 at December 31, 2002. The decrease is primarily attributable to
the timing of tenant rental receipts. Accounts payable totaled $80,114
at September 30, 2003, compared to $61,759 at December 31, 2002. The
increase is primarily attributable to the timing of payments for
utilities and repair and maintenance costs.
Accrued expenses and other liabilities totaled $227,193 at September
30, 2003, compared to $43,405 at December 31, 2002. The increase is
primarily attributable to the timing of payments for real estate taxes
and partnership administrative costs.
The Partnership's general partners currently expect funds from
operations to be sufficient to pay all obligations for 2003, including
debt service. In the event of any cash flow deficits, it is expected
that such deficits will be funded by the Partnership's existing cash
balances. However, there can be no assurance that the Partnership will
have sufficient cash to fund any such deficits.
Results of Operations
Operations resulted in net losses of $154,946 and $386,010 for the
three and nine-month periods ended September 30, 2003, respectively,
and $93,819 and $199,304 for the three and nine-month periods ended
September 30, 2002, respectively. The increased net loss for the three
and nine-months ended September 30, 2003 from the corresponding periods
in 2002 are primarily attributable to increases in property operating
expenses and partnership administrative costs.
Rental income totaled $367,198 and $1,070,163 for the three and
nine-month periods ended September 30, 2003, respectively, compared to
$340,705 and $1,060,860, respectively, for the corresponding periods in
2002. Occupancy at Fifth Avenue averaged approximately 97% and 94% for
the three and nine-month periods ended September 30, 2003,
respectively, compared to 94% and 95% for the three and nine-month
periods ended September 30, 2002, respectively. The average rental
income per occupied square foot at Fifth Avenue was $11.52 and $9.74
for the three and nine months ended September 30, 2003, respectively,
compared to $8.59 and $8.75, respectively, for the corresponding
periods in 2002.
6
S/M REAL ESTATE FUND VII, LTD.
Total expenses for the three and nine-month periods ended September 30,
2003 were $523,422 and $1,459,868, respectively, compared to $436,192
and $1,264,477, respectively, for the three and nine-month periods
ended September 30, 2002. The increases are primarily attributable to
increases in property operating expenses and general and administrative
expenses.
Property operating expenses consist primarily of on-site personnel
expenses, utility costs, repair and maintenance costs, property
management fees, advertising costs, insurance and real estate taxes.
Property operating expenses for the three and nine-month periods ended
September 30, 2003 were $230,345 and $642,142, respectively, compared
to $199,063 and $553,107, respectively, for the three and nine-month
periods ended September 30, 2002. The increases are primarily
attributable to higher apartment preparation costs, repair and
maintenance costs, leasing and promotional costs, property office
administrative costs and property insurance costs.
General and administrative expenses for the three and nine-month
periods ended September 30, 2003 were $74,736 and $165,269,
respectively, compared to $16,936 and $51,577, respectively, for the
three and nine-month periods ended September 30, 2002. The increases
are primarily due to higher legal and other professional expenses
primarily associated with the filing and distribution of the definitive
proxy materials as discussed below.
On July 3, 2003, the Partnership filed with the Securities and Exchange
Commission preliminary proxy materials and on September 16, 2003, the
Partnership filed with the Securities and Exchange Commission
definitive proxy materials regarding a proposed sale of the
Partnership's sole property and the dissolution and liquidation of the
Partnership. Definitive proxy materials were sent to limited partners
seeking their approval of these proposals. On October 23, 2003, the
Partnership held a special meeting of limited partners to vote on two
proposals described in the definitive proxy materials dated September
16, 2003: (1) the sale of the Partnership's final property, Fifth
Avenue Apartments, and amendments of the Partnership's partnership
agreement to disband the Investment Committee and to change the
allocation of cash distributions from sales or refinancings among
limited partners and general partners; and (2) the subsequent
dissolution and liquidation of the Partnership. Limited partnerships
representing a quorum were present at the special meeting. Both
proposals were approved by the requisite number of limited partnership
interests. As a result, the Partnership began marketing the Fifth
Avenue property for sale and continues to operate until such time as
the property is sold and the Partnership is dissolved and liquidated.
Despite these approvals, there can be no assurance that the Partnership
will consummate the sale and the dissolution and liquidation of the
Partnership. In accordance with the provisions of SFAS 144, the Fifth
Avenue property will be disclosed as held for sale in future financial
statements and depreciation ceased subsequent to the approval of the
sale of the Fifth Avenue property.
General
Words or phrases when used in this Form 10-Q or other filings with the
Securities and Exchange Commission, such as "does not believe" and
"believes," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
PART I, ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
There have been no material changes in the information related to the
market risk of the Partnership since December 31, 2002.
7
S/M REAL ESTATE FUND VII, LTD.
PART I, ITEM 4. CONTROLS AND PROCEDURES
As of September 30, 2003, we carried out an evaluation, under the
supervision and with the participation of the chief executive officer
and chief financial officer of our general partner, of the
effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934). Based on this evaluation, the chief executive
officer and chief financial officer concluded that our disclosure
controls and procedures were effective as of September 30, 2003 to
provide reasonable assurance that information required to be disclosed
by us in our periodic SEC Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified by the SEC's
rules and forms, and to provide reasonable assurance that information
required to be disclosed by us is accumulated and communicated to our
management, including the chief executive officer and chief financial
officer of our general partners, as appropriate to allow timely
decisions regarding required disclosure.
There were no changes in our internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the Exchange Act) that
occurred during the quarter ended September 30, 2003, that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
8
S/M REAL ESTATE FUND VII, LTD.
PART II OTHER INFORMATION
ITEMS 1-3 AND 5 Not applicable.
ITEM 4 Submission of Matters to a Vote of Security
Holders.
On October 23, 2003, the Partnership held a
special meeting of limited partners to
consider and approve two proposals described
in the definitive proxy materials mailed to
limited partners on or about September 16,
2003:
(1) the sale of the Partnership's sole
property, and amendments to the
Partnership's partnership agreement to
disband the Investment Committee and
change the allocation of certain
distributions; and
(2) the subsequent dissolution and
liquidation of the Partnership.
With respect to proposal 1, 5,990 limited
partner interests voted for the proposal,
285 voted against and 82 were abstentions or
broker non-votes. With respect to proposal
2, 6,064 limited partner interest voted for
the proposal, 211 voted against and 82 were
abstentions or broker non-votes.
ITEM 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
2.1 Voluntary Petition of
Shearson-Murray Real Estate Fund
VII, Ltd. to commence a case under
Chapter 11 of the Federal
Bankruptcy Code in the United
States Bankruptcy Court for the
Western District of Texas-Austin
Division, as filed on June 6, 1989.
Reference is made to Exhibit 2a to
the Partnership's Annual Report on
Form 10-K filed with the Securities
and Exchange Commission on June 14,
1989.
2.2 Modified First Amended Plan of
Reorganization of Shearson-Murray
Real Estate Fund VII, Ltd. in the
United States Bankruptcy Court for
the Western District of
Texas-Austin Division Case No.
89-11662-LC filed February 20,
1990. Reference is made to the
Partnership's Annual Report on Form
10-K filed with the Securities and
Exchange Commission on April 12,
1990.
3 Agreement of Limited Partnership of
Shearson-Murray Real Estate Fund
VII, Ltd., as amended as of
September 30, 1983. Reference is
made to Partnership's Form 8-K
filed with the Securities and
Exchange Commission on October 26,
1983. Reference is made to Exhibit
A to the Prospectus dated June 10,
1983 contained in Amendment No. 3
to Partnership's Form S-11
Registration Statement filed with
the Securities and Exchange
Commission June 10, 1983.
10.1 Assignment and Assumption Agreement
between Murray Management
Corporation and Anterra Management
Corporation for property management
and leasing services dated January
1, 1990. Reference is made to
Exhibit 10u to the Partnership's
Annual Report on Form 10-K filed
with the Securities and Exchange
Commission May 15, 1990.
10.2 Loan Agreement between S/M Real
Estate Fund VII, Ltd. and General
Electric Capital Corporation, dated
December 3, 1998. Reference is made
to Exhibit 10.1 to Partnership's
Form 8-K filed with the Securities
and Exchange Commission on December
14, 1998.
9
S/M REAL ESTATE FUND VII, LTD.
31.1* Section 302 Certification of Chief
Executive Officer.
31.2* Section 302 Certification of Chief
Financial Officer.
32.1* Certification of Chief Executive
Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2* Certification of Chief Financial
Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.1 Pages A-16 to A-18 of Exhibit A to
the Prospectus dated June 10, 1983,
contained in Amendment No. 3 to
Partnership's Form S-11
Registration Statement filed with
the Securities and Exchange
Commission on June 10, 1983.
Reference is made to Exhibit 28a to
the Partnership's Annual Report on
Form 10-K filed with the Securities
and Exchange Commission on May 12,
1988.
99.2 Pages 10-18 of the Prospectus dated
June 10, 1983, contained in
Amendment No. 3 to Partnership's
Form S-11 Registration Statement
filed with the Securities and
Exchange Commission on June 10,
1983. Reference is made to Exhibit
28b to the Partnership's Annual
Report on Form 10-K filed with the
Securities and Exchange Commission
on May 12, 1988.
99.3 Compromise Settlement Agreement
between S/M Real Estate Fund VII,
Ltd. and Federal National Mortgage
Association, dated May 6, 1996.
Reference is made to Exhibit 99.1
to the Partnership's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the
Securities and Exchange Commission.
99.4 $5,830,000 Multifamily Note and
Addendum, dated May 30, 1996.
Reference is made to Exhibit 99.2
to the Partnership's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the
Securities and Exchange Commission.
99.5 $681,142 Subordinate Multifamily
Note and Addendum, dated May 30,
1996. Reference is made to Exhibit
99.3 to the Partnership's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the
Securities and Exchange Commission.
99.6 $6,400,000 Promissory Note, dated
December 3, 1998. Reference is made
to Exhibit 99.1 of the
Partnership's Form 8-K filed with
the Securities and Exchange
Commission on December 14, 1998.
(b) Reports on Form 8-K - No reports on
Form 8-K were filed during the
quarter ended September 30, 2003.
- ---------------------
* Filed herewith.
10
S/M REAL ESTATE FUND VII, LTD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
S/M REAL ESTATE FUND VII, LTD.
BY: SM7 APARTMENT INVESTORS INC.
General Partner
Date: November 13, 2003 BY: /s/ Richard E. Hoffmann
-------------------------------
Name: Richard E. Hoffmann
Title: Chief Executive Officer,
Director, President and Treasurer
Date: November 13, 2003 BY: /s/ Sandy Robison
-------------------------------
Name: Sandy Robison
Title: Chief Financial Officer,
Vice President,
Secretary and Controller
11
S/M REAL ESTATE FUND VII, LTD.
INDEX TO EXHIBITS
Document
Number Description
2.1 Voluntary Petition of Shearson-Murray Real Estate Fund VII,
Ltd. to commence a case under Chapter 11 of the Federal
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Texas-Austin Division, as filed on June 6,
1989. Reference is made to Exhibit 2a to the Partnership's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission on June 14, 1989.
2.2 Modified First Amended Plan of Reorganization of
Shearson-Murray Real Estate Fund VII, Ltd. in the United
States Bankruptcy Court for the Western District of
Texas-Austin Division Case No. 89-11662-LC filed February 20,
1990. Reference is made to the Partnership's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
April 12, 1990.
3 Agreement of Limited Partnership of Shearson-Murray Real
Estate Fund VII, Ltd., as amended as of September 30, 1983.
Reference is made to Partnership's Form 8-K filed with the
Securities and Exchange Commission on October 26, 1983.
Reference is made to Exhibit A to the Prospectus dated June
10, 1983 contained in Amendment No. 3 to Partnership's Form
S-11 Registration Statement filed with the Securities and
Exchange Commission on June 10, 1983.
10.1 Assignment and Assumption Agreement between Murray Management
Corporation and Anterra Management Corporation for property
management and leasing services dated January 1, 1990.
Reference is made to Exhibit 10u to the Partnership's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission May 15, 1990.
10.2 Loan Agreement between S/M Real Estate Fund VII, Ltd. and
General Electric Capital Corporation, dated December 3, 1998.
Reference is made to Exhibit 10.1 to Partnership's Form 8-K
filed with the Securities and Exchange Commission on December
14, 1998.
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.1 Pages A-16 to A-18 of Exhibit A to the Prospectus dated June
10, 1983, contained in Amendment No. 3 to Partnership's Form
S-11 Registration Statement filed with the Securities and
Exchange Commission on June 10, 1983. Reference is made to
Exhibit 28a to the Partnership's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on May 12,
1988.
99.2 Pages 10-18 of the Prospectus dated June 10, 1983, contained
in Amendment No. 3 to Partnership's Form S-11 Registration
Statement filed with the Securities and Exchange Commission on
June 10, 1983. Reference is made to Exhibit 28b to the
Partnership's Form 10-K filed with the Securities and Exchange
Commission on May 12, 1988.
99.3 Compromise Settlement Agreement between S/M Real Estate Fund
VII, Ltd. and Federal National Mortgage Association, dated May
6, 1996. Reference is made to Exhibit 99.1 to the
Partnership's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the Securities and Exchange
Commission.
12
S/M REAL ESTATE FUND VII, LTD.
INDEX TO EXHIBITS (continued)
Document
Number Description
99.4 $5,830,000 Multifamily Note and Addendum, dated May 30, 1996.
Reference is made to Exhibit 99.2 to the Partnership's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 filed with the Securities and Exchange Commission.
99.5 $681,142 Subordinate Multifamily Note and Addendum, dated May
30, 1996. Reference is made to Exhibit 99.3 to the
Partnership's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the Securities and Exchange
Commission.
99.6 $6,400,000 Promissory Note, dated December 3, 1998. Reference
is made to Exhibit 99.1 of the Registrant's Form 8-K filed
with the Securities and Exchange Commission on December 14,
1998.
13