UNITED STATES

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) February 2, 2012

 

REAL ESTATE ASSOCIATES LIMITED VII

(Exact name of registrant as specified in its charter)

 

 

California

0-13810

95-3290316

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification Number)

 

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

 

 

(864) 239-1000

(Issuer's telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 8.01   Other Events

 

 

Real Estate Associates Limited VII, a California limited partnership (the “Registrant”), holds a 98.79% limited partnership interest in Oakwood Apartments Ltd. – Phase I (“Oakwood Apartments I”), an Ohio limited partnership and a 99.99% limited partnership interest in Oakwood Apartments Ltd. – Phase II (“Oakwood Apartments II”), an Ohio limited partnership. On February 2, 2012, Oakwood Apartments I and Oakwood Apartments II sold their investment properties to The Orlean Company (the “Purchaser”), an Ohio corporation, in exchange for (i) full satisfaction of the non-recourse notes payable due to an affiliate of the Purchaser and (ii) the sum of one dollar with respect to each property. The Registrant did not receive any proceeds from the sale. The Registrant had no investment balance remaining in either Oakwood Apartments I or Oakwood Apartments II as of September 30, 2011.