8-K 1 d8k.txt FORM 8-K 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): April 6, 2001 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) 0-20126 04-3035851 (Commission File Number) (IRS Employer Identification No.) World Trade Center East Two Seaport Lane, 16th Floor Boston, MA 02210 (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) Item 2. Acquisition or Disposition of Assets. ---------------------------------------------- On April 6, 2001, Copley Pension Properties VII; A Real Estate Limited Partnership (the "Partnership") sold its property located at 15151 Sommermeyer Street, Houston, Texas to an unaffiliated third party (the "Buyer") for gross proceeds of $2,500,000. The selling price was determined by arm's length negotiations between the Partnership and the Buyer. The Partnership received net proceeds of approximately $2,373,000 and recognized a gain of approximately $54,000. 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 as of December 31, 2000 (Exhibit A). The pro forma income statement is presented for the fiscal year ended December 31, 2000 (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 20, 2001 COPLEY PENSION PROPERTIES VII; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) By: Seventh Copley Corp., Managing General Partner By: /s/ Alison L. Husid -------------------- Name: Alison L. Husid Title: President, Chief Executive Officer and Director 2 EXHIBIT A Copley Pension Properties VII A Real Estate Limited Partnership Pro Forma Balance Sheet December 31, 2000

EXHIBIT B Copley Pension Properities VII A Real Estate Limited Partnership Pro Forma Income Statement Year Ended December 31, 2000

Pro Forma Financial Statement Footnotes: (a) Disposition of asset as discussed in Item 2 herein and allocation of the gain to the Partners on such disposition. (b) Removal of 2000 operating activity related to the disposed asset discussed in Item 2 herein. (c) Calculation of net loss per limited partnership unit after the removal of operating activity related to the disposed asset discussed in Item 2 herein. (d) Removal of management fees based on distributions received during the pro forma period from the disposed asset discussed in Item 2 herein. (e) Removal of appraisal fees incurred during the pro forma period for the disposed asset discussed in Item 2 herein.

COPLEY PENSION PROPERTIES VII 8-K