<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission file number 33-11459
COMMUNITY INVESTMENT PARTNERS, L.P.
___________________________________________________________________
(Exact name of registrant as specified in its charter)
MISSOURI 43-1531582
___________________________________________________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
201 Progress Parkway
Maryland Heights, Missouri 63043
___________________________________________________________________
(Address and principal executive office) (Zip Code)
Registrant's telephone number, including area code (314) 851-2000
________________________
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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
____ ____
As of March 15, 1996, 70,715 units of limited partnership
interest (Units), totaling $2,346,324 were held by non-affiliates.
There is no established public market for such Units.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Prospectus of the Registrant dated March 12, 1990,
filed with the Securities and Exchange Commission and portions of
the Proxy Statement of the Registrant dated March 12, 1991 and
filed with the Securities and Exchange commission are incorporated
by reference in Part I, Part II and Part III hereof.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
TABLE OF CONTENTS
PART I Page
Item 1. Business................................... 4
Item 2. Properties................................. 6
Item 3. Legal Proceedings.......................... 6
Item 4. Submission of Matters to a Vote of
Security Holders......................... 6
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters....................... 7
Item 6. Selected Financial Data.................... 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....... 9
Item 8. Financial Statements and Supplementary Data... 12
Item 9. Change in and Disagreements with Accountants
on Accounting and Financial Disclosure....... 27
PART III
Item 10.Directors and Executive Officers
of the Registrant........................... 28
Item 11.Executive Compensation....................... 29
Item 12.Security Ownership of Certain Beneficial
Owners and Management........................ 29
Item 13. Certain Relationships and Related
Transactions........................................... 30
PART IV
Item 14.Exhibits, Financial Statement Schedules and
Reports on Form 8-K......................... 31
SIGNATURES.............................................. 32
INDEX TO EXHIBITS....................................... 33
<PAGE>
PART I
Item 1. BUSINESS
Community Investment Partners, L.P. (the ``Partnership'') was
formed to seek long-term capital appreciation by making investments
in companies and other special investment situations. The
Partnership will not engage in any other business or activity. The
Partnership will dissolve on December 31, 2005, subject to the
right of the Individual General Partners to extend the term for up
to two additional two-year periods.
The Partnership has elected to be a business development
company under the Investment Company Act of 1940, as amended. As a
business development company, the Partnership is required to invest
at least 70% of its assets in qualifying investments as specified
in the Investment Company Act.
The Partnership was formed on October 10, 1989, under the
Revised Uniform Limited Partnership Act of Missouri. CIP
Management, L.P., the Managing General Partner is a Missouri
limited partnership formed on October 10, 1989. The general
partner of CIP Management, L.P., is CIP Management, Inc., an
indirect subsidiary of Edward D. Jones & Co.
The Partnership participated in a public offering of its
limited partnership interests in 1990. The Partnership sold 91,820
Units of limited partnership interest for an aggregate price of
$2,295,500. After offering expenses of approximately $122,000, the
Partnership received approximately $2,173,500 in proceeds available
for investment.
The Partnership is no longer making initial portfolio
investments, but may continue to make follow-on investments. For
information regarding the Partnership's current portfolio
investments, see Item 7 of this Form 10-K.
The information set forth under the captions ``Investment
Objectives & Policies''and ``Regulation'' in the Prospectus of the
Partnership dated March 12, 1990, filed with the Securities and
Exchange Commission pursuant to Rule 497(b) under the Securities
Act of 1933 are incorporated herein by reference.
<PAGE>
Risks of Unit Ownership
The purchase and ownership of Units involve a number of
significant risks and other important factors. The portfolio
company investments of the Partnership involve a high degree of
business and financial risk that can result in substantial losses.
Among these are the risks associated with investments in companies
with little operating history, companies operating at a loss or
with substantial variations in operating results from period to
period, companies with the need for substantial additional capital
to support expansion or achieve or maintain a competitive position,
companies which may be highly leveraged, companies which may be
less diversified and companies in which the Partnership may be the
sole or primary lender. The Partnership intends to invest in only
a few companies. Therefore, a loss or other problem with a single
investment would have a material adverse effect on the Partnership.
Risks may arise due to the period of time (typically four to
seven years or longer) which will elapse before portfolio company
investments have reached a state of maturity that disposition can
be considered.
Portfolio companies may require additional funds and there can
be no assurance that the Partnership will have sufficient funds
from reserves or borrowing to make such follow-on investments which
may have a substantial negative impact on a portfolio company in
need of additional funds.
All decisions with respect to the management of the
Partnership, including identifying and making portfolio
investments, are made exclusively by the General Partners. Limited
Partners must rely on the abilities of the General Partners and
while the key personnel of the Managing General Partner have
considerable prior experience in investment banking and in
structuring investments, they do not have prior experience in the
operation of a business development company such as the
Partnership.
Ownership of the Units also entails risk because Limited
Partners may not be able to liquidate their investment in the event
of an emergency or for any other reason due to the substantial
restrictions on transfers contained in the Partnership Agreement
and the lack of a market for the resale of Units.
The information set forth under the captions ``Risk and Other
Important Factors''(including the subsections ``Risks of
Investment'', ``Size of Partnership'', ``Ability to Invest Funds",
`` Time Required to Maturity of Investments; Illiquidity of
Investments,''``Need for Follow-on Investments'', ``Use of
Leverage'', ``Unspecified Investment'', ``Reliance on Management'',
`` New Business'', ``No Market for Units'' and ``Federal Income Tax
Considerations") on pages 9 through 145 of the Prospectus of
Partnership dated March 12, 1990 filed with the Securities and
Exchange Commission pursuant to Rule 497(b) under the Securities
Act of 1933 on March 12, 1990, is incorporated herein by this
reference. (This information has been restated herein pursuant to
section 64(b) of the Investment Company Act of 1940).
Partners should refer to the Partnership Agreement for more
detailed information.
<PAGE>
Employees
The Partnership has no employees. The Managing General
Partner, subject to the supervision of the Individual General
Partners, manages the Partnership's portfolio company investments
and, pursuant to a Management Agreement with the Partnership,
performs or arranges for affiliates to perform, the management and
administrative services for the Partnership and is responsible for
managing the Partnership's money-market investments. The Managing
General Partner receives no fee under the Management Agreement but
is reimbursed by the Partnership for certain expenses.
Item 2. PROPERTIES
The Partnership has no physical properties appropriate
for description herein.
Item 3. LEGAL PROCEEDINGS
The Partnership is not a party to any material pending
legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the period covered by
this report to a vote of security holders.
<PAGE>
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the
Limited Partnership interests. As of March 15, 1996, the
approximate number of holder of Units is 104 and the number
of Units outstanding is 87,820. The number of outstanding
units for the general partnership interest was 20,000 as of
March 15, 1996.
A cash distribution of $5 per unit was made to its
Partners during the year ended December 31, 1995. On July
2, 1993, CIP repurchased 4,000 units from a limited partner
at a per unit price of $26.25, or a total of $105,000.
The information set forth under the captions
``Partnership Distributions and Allocations'' and
``Transferability of Units'' in the Prospectus of the
Partnership dated March 12, 1990, filed with the Securities
and Exchange Commission pursuant to Rule 497(b) under the
Securities Act of 1933 is incorporated herein by reference.
<PAGE>
Item 6. SELECTED FINANCIAL DATA
BALANCE SHEET:
As of
December 31,
1995 1994 1993 1992 1991
________ ________ ________ ________ ________
Net Assets $3,577,659 $3,221,998 $3,235,105 $4,270,686 $2,837,233
Portfolio
Investments 3,217,156 3,075,566 3,051,309 4,025,971 1,609,113
INCOME STATEMENT:
For the Years Ended
December 31,
1995 1994 1993 1992 1991
________ ________ ________ ________ ________
Net Income (Loss)
before
Unrealized
Gains
(Losses): $575,891 $(110,514) $ 374,346 $ 67,174 $ 518,571
Unrealized
Gains (Losses)318,870 97,407 (765,827) 1,925,379 -
Net Income
(Loss) 894,761 (13,107) (391,481) 1,992,553 518,571
Per Unit of
Partnership Interest:
Net Asset Value 33.18 29.88 30.00 38.19 25.37
Net Income (Loss)
before Unrealized
Gains (Losses) 5.34 (1.02) 3.47 .60 4.64
Unrealized
Gains (Losses) 2.96 .90 (7.10) 17.22 -
Net Income
(Loss) 8.30 (.12) (3.63) 17.82 4.64
<PAGE>
Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
(FISCAL YEAR 1995 VERSUS 1994)
Net income for the year ended December 31, 1995 was $894,761
compared to a net loss of $13,107 for 1994. The increase in net
income is attributable to an increase in realized gains of
$667,872, an increase in unrealized gains of $221,463 and a
reduction in expenses. The increase in realized gains is due to
significant gains recognized during 1995 as the Partnership sold
shares in PDT, Inc., Intermedia Communications of Florida, Saztec
International and Citation Computer Systems, Inc., which resulted
in realized gains (losses) of $330,156, $207,826, ($14,801) and
$71,500 compared to 1994, in which the Partnership realized a gain
relating to a reserve refund in the amount of $21,809 from Detroit
Tool Group, L.P. and a $95,000 loss associated with Guidance
Technologies. The increase in unrealized gains is largely
attributable to increases for Intermedia Communications of Florida
and Micro Partners, L.P. of $258,020 and $203,766, respectively,
partially offset by declines in Saztec International and Citation
Computer Systems of $42,653 and $207,725, respectively. Overall,
expenses declined $16,770 due to a decrease in amortization of
deferred organization costs.
(FISCAL YEAR 1994 VERSUS 1993)
Net loss for the year ended December 31, 1994, was $13,107,
compared to a net loss of $391,481 for 1993. Net loss excluding
unrealized gains and losses on investments was $110,514 for the
year, compared to a net income of $374,346 for 1993. The
difference relates to a decrease in interest income of $21,158.
Community Service Radio, which generated $18,000 in interest
income, was sold in December 1993. In addition, professional fees
<PAGE>
increased $5,986 in 1994.
Income was derived primarily from interest income on portfolio
investments and certificates of deposit. Expenses were primarily
for legal and professional fees, amortization of deferred
organizational costs, trustee and director's fees. An unrealized
gain of $97,407 was recorded during 1994 compared to an unrealized
loss of $765,827 during 1993.
In 1994, CIP received a $21,809 contingency reserve refund
from Detroit Tool Group, L.P., an investment which the Partnership
sold in 1992, which was recorded as a realized gain. This
represents the last distribution from Detroit Tool Group, L.P.
Guidance Technologies stock was declared worthless in 1994.
For 1994, a realized loss was recorded in the amount of $95,000.
An unrealized loss of $765,827 was recorded for 1993.
FINANCIAL CONDITION
At December 31, 1995, CIP held $2,348,697 in publicly traded
investments. Investments totaling $868,459 were recorded at
historical cost.
CIP owns 108,400 shares of Saztec International, Inc. As of
December 31, 1995, the market value of the shares is $4,871.
Saztec provides services for database construction and information
conversion.
CIP owns 70,000 shares of common stock in Intermedia
Communications. As of December 31, 1995, the market value of the
shares is $1,225,000. Intermedia was organized to install and
provide private, dedicated telecommunication lines using fiber
optic cable.
CIP holds a limited partnership interest, in Micro Partners,
L.P., valued at $566,245. Micro Partners was formed to acquire an
interest in Microtek Medical, Inc., a manufacturer of disposable
<PAGE>
medical products.
CIP owns 77,480 shares of common stock in Citation Computers.
As of December 31, 1995, the value of the shares is $435,825.
Citation is a provider of clinical laboratory information.
CIP currently owns approximately 2,323 shares of common stock
of PDT, Inc. As of December 31, 1995, the value of the stock is
$116,756. PDT develops, manufactures and markets the drug devices
used in Photodynamic Therapy.
CIP owns 5,769 shares of 6% Class A cumulative convertible
preferred stock and 5,625 shares of Class B convertible preferred
stock in Innovation Medical Technologies, Inc. CIP also has
invested in two term notes, bearing interest at 5%, valued at
$53,500. Innovation manufactures highly specialized medical
instrument for rust in ophthalmic surgery.
CIP has invested $574,965 in limited partnership interests in
Vision Partners, L.P. Vision Partners owns stock in Family Vision
Center, Inc., which operates leased optical departments in host
stores.
SUBSEQUENT EVENTS
Subsequent to December 31, 1995, CIP sold 50,000 shares of
Citation Computer Systems and 25,000 shares of Intermedia
Communications of Florida, in various sales, which resulted in
gains amounting to of $358,750 and $355,250, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Total capital for the Partnership as of December 31, 1995 was
$3,577,659. This consisted of $2,921,886 in Limited Partner
capital and $655,773 in General Partner capital.
Net income of $894,761 for 1995 was allocated to the Limited
Partners in the amount of $728,788 and $165,973 to the General
Partners. The Partnership intends to invest its cash balances in
<PAGE>
U.S. Government securities, investment grade state and municipal
bonds, certificates of deposit at banks with at least $25 million
in assets, or money market securities sold by a bank, such money
market securities having investments in investment grade
securities.
At December 31, 1995, $350,000 has been invested in bank
certificates of deposit.
<PAGE>
Item 8.INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY
FINANCIAL DATA
Page No.
Report of Independent Accountants................ 13
Balance Sheet as of December 31, 1995 and 1994... 14
Schedule of Portfolio Investments as of
December 31, 1995 and 1994..................... 15
Income Statement for the Years Ended
December 31, 1995, 1994 and 1993............... 19
Statement of Changes in Partnership Capital for the
Years Ended December 31, 1995, 1994 and 1993 .. 20
Statement of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 ............. 21
Notes to Financial Statements.................... 22
All financial statement schedules are omitted because they are not
required, inapplicable or the information is included in the
financial statements or notes thereto.
page>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Community Investment Partners, L.P.
In our opinion, the accompanying balance sheets, including the
schedules of portfolio investments, and the related statements of
income, of changes in partnership capital and of cash flows present
fairly, in all material respects, the financial position of
Community Investment Partners, L.P. (the ``Partnership'') at
December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of
the Partnership's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. Our procedures included confirmation of portfolio
investments owned as of December 31, 1995 and 1994. We believe
that our audits provide a reasonable basis for the opinion
expressed above.
As explained in Note 3, the financial statements include
investments, valued at $868,459 (24 percent of net assets), whose
values have been determined by the Managing General Partner in the
absence of readily ascertainable market values. We have reviewed
the procedures used by the Managing General Partner in arriving at
an estimate of value and have inspected underlying documentation,
and in the circumstances, we believe the procedures are reasonable
and the documentation appropriate. However, because of the
inherent uncertainty of valuation, those estimated values may
differ significantly from the values that would have been used had
a ready market for the investments existed, and the differences
could be material to the financial statements.
PRICE WATERHOUSE LLP
St. Louis, Missouri
March 13, 1996
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
BALANCE SHEET
ASSETS
December 31,
1995 1994
__________ __________
Investments at fair market value
(cost $1,641,327 and $1,818,607,
respectively) $ 3,217,156 $ 3,075,566
Cash and Cash Equivalents 395,499 143,314
Accrued Interest Receivable 8,022 4,160
Deferred Organizational Costs, net - 4,058
___________ ___________
TOTAL ASSETS $ 3,620,677 $ 3,227,098
========== =========
LIABILITIES AND PARTNERSHIP CAPITAL
December 31,
1995 1994
__________ __________
Liabilities
Accrued Expenses $ 12,100 $ 5,100
Accounts Payable 30,918 -
__________ __________
TOTAL LIABILITIES $ 43,018 5,100
__________ __________
Partnership Capital
Capital - Limited Partners 2,921,886 2,632,198
Capital - General Partners 655,773 589,800
__________ __________
TOTAL PARTNERSHIP CAPITAL 3,577,659 3,221,998
__________ __________
TOTAL LIABILITIES AND
PARTNERSHIP CAPITAL $ 3,620,677 $ 3,227,098
========= =========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
Company Fair Market
Initial Investment Nature of Business Value
Date Investment Cost Dec. 31, 1995
___________________________________________________________________
Saztec International,
Inc. Provides services for database
(Sazz) construction and information
conversion
June 7, 1990 108,400 shares
Common Stock $ 78,324 $ 4,871
Intermedia
Communications of
Florida Organized to install and provide
(ICIX) private, dedicated telecommunication
lines using fiber optic cable
May 31, 1991 70,000 shares
Common Stock 196,000 1,225,000
Innovation Medical
Technologies, Inc.Manufactures highly specialized
medical instruments for use in
ophthalmic surgery
July 26, 1991 5,769 shares of 6% Class A
Cumulative Convertible
Preferred Stock 149,994 149,994
March 11, 1992 5,625 shares of
Class B Convertible
Preferred Stock 90,000 90,000
September 30,
1992 5% Term Notes, due
December 31, 1995 36,000 36,000
May 26, 1994 5% Term Notes, due
December 31, 1997 17,500 17,500
Micro Partners,
L.P. Formed to acquire an
(Microtek-Mtmi) interest in Microtek Medical,
Inc. a manufacturer of
disposable medical products
September 30,
1991 Limited Partnership
Interests 300,000 566,245
Citation ComputersProvider of clinical
(Cita) laboratory information
October 31, 1991 77,480 shares of Common
Stock 189,250 435,825
The accompanying notes are an integral
part of these financial statements.
<PAGE>
Fair Market
Company Nature of Business Value
Initial Investment Investment Cost Dec. 31, 1995
Date
___________________________________________________________________
PDT, Inc. Develops, manufactures
(Pdti) and markets the drugs
devices use in Photodynamic
Therapy
May 28, 1992 2,323.50 shares of Common
Stock 9,294 116,756
Vision Partners, L.P. Owns stock in Family
Vision Center, Inc., which
operates leased optical
departments in host stores.
October 19, 1992 Limited Partnership
Interests 450,000 450,000
December 1, 1993 Limited Partnership
Interests 124,965 124,965
_________ _________
$1,641,327 $3,217,156
======== ========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
Fair Market
Company Nature of Business Value
Initial Investment Investment Cost Dec. 31, 1994
Date
___________________________________________________________________
Saztec International,
Inc. Provides services for database
(Sazz) construction and information
conversion
June 7, 1990 138,400 shares
Common Stock $ 100,000 $ 69,200
Intermedia
Communications of
Florida Organized to install and provide
(ICIX) private, dedicated telecommunication
lines using fiber optic cable
May 31, 1991 86,143 shares Common
Stock 241,200 1,012,180
Innovation Medical
Technologies, Inc.Manufactures highly specialized
medical instruments for use in
ophthalmic surgery
July 26, 1991 5,769 shares of 6%
Class A Cumulative
Convertible Preferred
Stock 149,994 149,994
March 11, 1992 5,625 shares of Class B
Convertible Preferred
Stock 90,000 90,000
September 30,
1992 5% Term Notes, due
December 31, 1995 36,000 36,000
May 26, 1994 5% Term Notes, due
December 31, 1997 17,500 17,500
Micro Partners,
L.P. Formed to acquire an
(Microtek-Mtmi) interest in Microtek Medical,
Inc. a manufacturer of
disposable medical products
September 30,
1991 Limited Partnership
Interests 300,000 362,479
Citation ComputersProvider of clinical
(Cita) laboratory information
October 31, 1991 102,480 shares of Common
Stock 250,250 704,550
The accompanying notes are an integral
part of these financial statements.
<PAGE>
Fair Market
Company Nature of Business Value
Initial Investment Investment Cost Dec. 31, 1994
Date
____________________________________________________________________
PDT, Inc. Develops, manufactures
(Pdti) and markets the drugs
devices use in Photodynamic
Therapy
May 28, 1992 9,058 shares of Common
Stock 54,348 54,348
September 26,
1994 725 shares of Common
Stock 4,350 4,350
Vision Partners,
L.P. Owns stock in Family
Vision Center, Inc., which
operates leased optical
departments in host stores.
October 19, 1992 Limited Partnership
Interests 450,000 450,000
December 1, 1993 Limited Partnership
Interests 124,965 124,965
_________ _________
$1,818,607 $3,075,566
======== ========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
INCOME STATEMENT
For the Year Ended
December 31,
1995 1994 1993
_______ ________ ________
INCOME
Interest Income $ 5,338 $ 3,725 $ 24,883
Earnings from Investments 2,944 2,794 4,889
Net Realized Gains (Losses) on
Sale of Investments 594,681 (73,191) 381,958
________ _________ _________
TOTAL INCOME 602,963 (66,672) 411,730
________ _________ _________
EXPENSES
Amortization of Deferred
Organizational Costs $ 4,058 $ 24,348 $ 24,350
Independent General Partner's Fees - 1,000 -
Professional Fees 20,979 17,683 11,697
Other 2,035 811 1,337
________ _________ _________
TOTAL EXPENSES 27,072 43,842 37,384
________ _________ _________
Net Income (Loss) before
Unrealized Gains (Losses) $ 575,891 (110,514) 374,346
Net Unrealized Gains (Losses)
on Investments 318,870 97,407 (765,827)
________ _________ _________
NET INCOME (LOSS) $894,761 $ (13,107)$(391,481)
======= ======== ========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
FOR THE YEARS ENDED DECEMBER 31,
1995, 1994 and 1993
_________________________________________
LIMITED GENERAL
PARTNERS PARTNERS TOTALS
__________ __________ __________
Balance, December 31, 1992 $ 3,505,836 $ 764,850 $ 4,270,686
Capital liquidation (105,000) - (105,000)
Distribution (439,100) (100,000) (539,100)
Net loss (318,863) (72,618) (391,481)
__________ __________ _________
Balance, December 31, 1993 $ 2,642,873 $ 592,232 $ 3,235,105
Net loss (10,675) (2,432) (13,107)
__________ __________ __________
Balance, December 31, 1994 $ 2,632,198 $ 589,800 $ 3,221,998
Distribution (439,100) (100,000) (539,100)
Net income 728,788 165,973 894,761
__________ __________ __________
Balance, December 31, 1995 $ 2,921,886 $ 655,773 $ 3,577,659
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
STATEMENT OF CASH FLOWS
For the Year Ended December 31,
1995 1994 1993
________ ________ ________
CASH FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES:
Net Income (Loss) $ 894,761 $ (13,107)$ (391,481)
Adjustments to reconcile
Net Income (Loss)
to Net Cash provided by (used in) Operating Activities:
Amortization of Deferred
Organization Costs 4,058 24,348 24,350
Purchase of Portfolio
Investments - (21,850) (124,965)
Sale of Portfolio Investments 771,961 21,809 715,758
Unrealized (Gains) Losses on
Portfolio Investments (318,870) (97,407) 765,827
Net Realized (Gains) Losses on
Sale of Portfolio
Investments (594,681) 73,191 (381,958)
Increase in Other Assets (3,862) (2,138) (2,022)
Increase in Accrued Expenses 7,000 864 1,736
Increase in Accounts Payable 30,918
Decrease in Payable to
Affiliates - - (25,000)
________ ________ ________
Total Cash Provided (Used) by
Operating Activities 791,285 (14,290) 582,245
________ ________ ________
CASH FLOWS USED BY FINANCING ACTIVITIES:
Capital Distributions (539,100) - (539,100)
Capital Liquidation - - (105,000)
________ ________ ________
Total Cash Used by Financing
Activities (539,100) - (644,100)
________ ________ ________
Net Increase (Decrease) in Cash and
Cash Equivalents 252,185 (14,290) (61,855)
CASH AND CASH EQUIVALENTS,
Beginning of year 143,314 157,604 219,459
________ ________ ________
End of year $ 395,499 $ 143,314 $ 157,604
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. GENERAL
Partnership Organization
Community Investment Partners, L.P. (the ``Partnership'') was
formed on October 10, 1989, under the Revised Uniform Limited
Partnership Act of Missouri. CIP Management, L.P., the
Managing general partner is a Missouri limited partnership
formed on October 10, 1989. The general partner of CIP
Management, L.P. is CIP Management, Inc., and indirect
subsidiary of Edward D. Jones & Co., L.P.
Business
The Partnership elected to be a business development company
under the Investment Company Act of 1940, as amended. As a
business development company, the Partnership is required to
invest at least 70% of its assets in qualifying investments as
specified in the Investment Company Act.
The Partnership has sought and will continue to seek long-term
capital appreciation by making investments in companies and
other special investment situations. The Partnership is not
permitted to engage in any other business or activity. The
Partnership will dissolve on December 31, 2005, subject to the
right of the Individual General Partners to extend the term for
up to two additional two-year periods.
As of December 31, 1992, the Partnership is no longer making
initial portfolio investments, but may continue to make follow-
on investments.
<PAGE>
Risk of Ownership
The purchase and ownership of Units involve a number of
significant risks and other important factors. The portfolio
company investments of the Partnership involve a high degree of
business and financial risk that can result in substantial
losses. Among these are the risks associated with investments
in companies with little operating history, companies operating
at a loss or with substantial variations in operating results
from period to period, companies with the need for substantial
additional capital to support expansion or achieve or maintain
a competitive position, companies which may be highly
leveraged, companies which may be less diversified and
companies in which the Partnership may be the sole or primary
lender. The Partnership intends to invest in only a few
companies, therefore, a loss or other problem with a single
investment would have a material adverse effect on the
Partnership.
2. ALLOCATION OF PARTNERSHIP PROFITS AND LOSSES
The Partnership Agreement generally provides for the allocation
of profits and losses pro rata based on the Partners' capital
contributions. Partners should refer to the Partnership
Agreement for more detailed information.
3. SUMMARY OF ACCOUNTING POLICIES
Cash and Cash Equivalents
All short-term investments with original maturities of three
months or less are considered to be cash equivalents.
Investment Transactions
All portfolio investments are carried at cost until significant
developments affecting an investment provide a basis for
revaluation. Thereafter, portfolio investments are carried at
fair value as obtained from outside sources or at a value
determined quarterly by the Managing General Partner under the
supervision of the Independent General Partners. Due to the
inherent uncertainty of valuation, those estimated values for
portfolio investments carried at cost may differ significantly
from the values that would have been used had a ready market
for the investment existed, and the differences could be
material to the financial statements. Investments in
securities traded on a national securities exchange are valued
at the latest reported sales price on the last business day of
the period. If no sale has taken place, the securities are
valued at the last bid price. If no bid price has been
reported, or if no exchange quotation is available, the
securities are valued at the quotation obtained from an outside
broker. Investment transactions are recorded on a trade date
basis. Income is recorded on an accrual basis.
Organizational Costs
Organizational costs were amortized over a sixty-month period
and were fully amortized in 1995.
<PAGE>
Income Taxes
Income taxes have not been provided for as the Partnership is a
limited partnership and each partner is liable for its own tax
payments. Allocation of Partnership profits and losses for tax
purposes is based upon taxable income which may differ from net
income for financial reporting primarily due to differences
between book and tax accounting for portfolio investments.
4. PER UNIT INFORMATION
There is no market for the Limited Partnership interests. As
of December 31, 1995, 1994 and 1993, the approximate number of
holders of Units was 104 and the number of Units outstanding
was 87,820. General Partnership interests at December 31, 1995,
1994 and 1993 totaling $655,773, $589,800 and $592,232,
respectively, which is the equivalent of 20,000 Units, were
also outstanding. The net asset value and net income per unit
at December 31, 1995 were 33.18 and 8.30, respectively. The
net asset value and net loss per unit at December 31, 1994 were
$29.88 and .12, respectively. The net asset value and net loss
per unit at December 31, 1993 were $30.00 and $3.63,
respectively.
5. RELATED PARTY TRANSACTIONS
The Partnership is furnished certain non-reimbursed management
and accounting services by affiliates, whose value is not
reflected in the accompanying financial statements.
The Partnership may place its General Partners on Boards of
Directors of portfolio companies.
The Managing General Partner and the Independent General
Partners of the Partnership are also the managing general
partner and independent general partners, respectively, of
Community Investment Partners II, L.P., a business development
company.
<PAGE>
6. INVESTMENT TRANSACTIONS
Following is a summary of portfolio investment transactions
during the years ended December 31, 1995, 1994 and 1993,
respectively.
For the year ended December 31, 1995:
Realized
Investment Cost Proceeds Gain (Loss)
_________ __________ __________ __________
Sales:
PDT, Inc. $ 2,934 $ 7,276 $ 4,342
PDT, Inc. 27,882 218,409 190,527
PDT, Inc. 18,588 153,875 135,287
Saztec International,
Inc. 21,676 6,875 (14,801)
Intermedia Communications
of Florida 45,200 253,026 207,826
Citation Computers 61,000 132,500 71,500
__________ __________ __________
Total Sales
and Redemptions$ 177,280 $ 771,961 $ 594,681
======== ======== ========
For the year ended December 31, 1994:
Realized
Investment Cost Proceeds Gain (Loss)
_________ __________ __________ __________
Purchases:
PDT, Inc. $ 4,350 $ - $ -
Innovation Medical
Technologies, Inc. 17,500 - -
__________ ___________ __________
Total Purchases$ 21,850 $ - $ -
========== ========= =========
Sales:
Midland Detroit Tool.
L.P. $ - $ 21,809 $ 21,809
Worthless Securities:
Guidance
Technologies $ 95,000 $ - $ (95,000)
__________ __________ __________
Total Sales
and Redemptions$ 95,000 $ 21,809 $ (73,191)
========= ========= =========
<PAGE>
For the year ended December 31, 1993
Realized
Investment Cost Proceeds Gain (Loss)
_________ __________ __________ __________
Purchases:
Vision Partners,
L.P. $ 124,965 $ - $ -
========= ========= =========
Sales:
Community Service
Radio Inc. $ 150,000 $ 160,313 $ 10,313
Driehaus Small Capital
Growth Fund 125,000 145,778 20,778
Intermedia Communications
of Florida 58,800 327,524 268,724
Escrow Distributions from
Previous Sales:
Midland Detroit Tool,
L.P. - 10,715 10,715
Orion Medical Services,
Inc. - 71,428 71,428
__________ __________ __________
Total Sales
and Redemptions$ 333,800$ 715,758 $ 381,958
========= ========= =========
<PAGE>
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There are two Independent General Partners and one Managing
General Partner of the Partnership. These Independent General
Partners and the Managing General Partner are responsible for the
management and administration of the Partnership. The General
Partners are ``interested persons'' of the Partnership as defined by
the Investment Company Act, but the Partnership has obtained an
exemptive order from the Securities and Exchange Commission
permitting them to be considered disinterested persons. The
Independent General Partners provide overall guidance and
supervision with respect to the operations of the Partnership and
perform the various duties imposed on the directors of a business
development company by the Investment Company Act. In addition to
general fiduciary duties, the Independent General Partners
supervise the management and underwriting arrangement of the
Partnership, the custody arrangement with respect to portfolio
securities, the selection of accountants, fidelity bonding and
transactions with affiliates.
Specific Information regarding the Independent General Partners:
Tommy L. Gleason, Jr., 50, has been an Independent General
Partner of the Partnership since February 1990. He is also an
independent General Partner of Community Investment Partners II,
L.P., a business development company. Mr. Gleason is the Chairman
and Chief Executive Officer of Galaxy Systems Management, Inc., the
general Partner of Galaxy Telecom, L.P., which is involved in
management of small town cable television systems located in
sixteen states and serving approximately 175,000 subscribers. Mr.
Gleason owns 4,000 Units.
E. Stanley Kroenke, 48, has served as an Independent General
Partner of the Partnership since February, 1990. He is also an
independent General Partner of Community Investment Partners II,
L.P., a business development company. Mr. Kroenke leads a company
that is a national investor, developer, and owner of commercial
real estate. The company is a developer and owner of numerous
shopping centers as well as apartment projects around the country.
Mr. Kroenke is co-owner and vice chairman of the St. Louis Rams
National Football League franchise. He also serves as a member of
the board of directors of Wal-Mart Stores, Inc., Bentonville,
Arkansas; Central Bancompany, Jefferson City, Missouri; Boone
County National Bank, Columbia, Missouri; and the Strategic
Development Board of the University of Missouri School of Business,
Columbia, Missouri. He serves as a trustee of the College of the
Ozarks in Point Lookout, Missouri, as well as chairman of their
real estate committee. Mr. Kroenke owns 4,000 Units.
<PAGE>
CIP Management, L.P. (the ``Managing General Partner'') is
the Managing General Partner of Community Investment Partners, L.P.
The Managing General Partner is also managing general partner of
Community Investment Partners, II, L.P., a business development
company. The General Partners of the Managing General Partner are
CIP Management, Inc., a Missouri corporation and a wholly-owned
subsidiary of Edward D. Jones & Co., L.P., and Daniel A. Burkhardt.
The Directors and Officers of CIP Management's, Inc. are as
follows:
Daniel A. Burkhardt, 48, President, Treasurer and Director
of CIP Management, Inc. since October, 1989 and general partner of
CIP Management, L.P. since February 1990. He is a general partner
of The Jones Financial Companies, A Limited Partnership, the parent
company of Edward D. Jones & Co., where he has specialized in
investment banking and structuring investments since 1980. He is
also a director of Essex County Gas Company, Galaxy Cablevision
Management, Inc., St. Joseph Light & Power Co., Southeastern
Michigan Gas Enterprises and Mid-America Realty Investment, Inc.
Mr. Burkhardt is the beneficial owner of 2,105 Units.
Ray A. Robbins, Jr., 51, Vice President and Director of CIP
Management, Inc. since October 1989. He is a general partner of
The Jones Financial Companies, A Limited Partnership, the parent
company of Edward D. Jones & Co., where he has specialized in
securities analysis since 1984, and where he was responsible for
municipal bond transactions from 1975 to 1983. Mr. Robbins is a
beneficial owner of 2,000 Units.
Marilyn A. Gaffney, 37, Secretary of CIP Management, Inc.
since October, 1989. She is a Limited Partner of The Jones
Financial Companies, A Limited Partnership, the parent company of
Edward D. Jones & Co., where she has been an administrative
assistant in investment banking since 1980. Ms. Gaffney is the
beneficial owner of 200 Units.
Item 11. EXECUTIVE COMPENSATION
The information set forth under the caption ``Partnership
Distributions and Allocations''in the Prospectus of the
Partnership dated March 12, 1990 filed with the Securities and
Exchange Commission pursuant to Rule 497(b) under the Securities
Act of 1933 is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information concerning the security ownership of the
General Partner, Independent General Partners and the Officers and
Directors of CIP Management, Inc., described in Items 1 and 10, is
herein incorporated by reference.
As of March 15, 1996, the following parties are known by the
Partnership to be the beneficial owners of more than 5% of the
Units.
<PAGE>
Amount of
Beneficial % of Limited
Name Ownership of Units Partnership Capital
_____ ________________ _______________
InterCoast Energy 10,000 11.39%
EDJ Venture Ltd. 19,800 18.36%
The Partnership is not aware of any arrangement which may,
at a subsequent date, result in a change of control of the
Partnership.
Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain relationships and related transactions, described in
Item 10, are herein incorporated by reference.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
a. The following documents are filed as part of this report:
1. Financial Statements:
See Index to Financial Statements and Supplementary
Data continued in Item 8 of this Form 10-K.
2. Financial Statement Schedules:
All schedules are omitted because they are not
required, inapplicable, or the information is included in
the balance sheet or notes thereto.
3. Exhibits:
(3) Amended and Restated Certificate and Agreement of
Limited Partnership dated as of March 29, 1990.
(4) Form of Unit Certificate. *
(10) Management Agreement dated March 28, 1990 between
the Partnership and CIP Management, L.P. **
(28) Prospectus of the Partnership dated March 12, 1990
filed with the Securities and Exchange Commission in
connection with Registration Statement No. 33-31649
on Form N-2 under the Securities Act of
1933. ***
* Incorporated by reference to Exhibit A of the
Prospectus of the Partnership dated March 12, 1990
filed with the Securities and Exchange Commission
pursuant to Rule 497(b) under the Securities Act of
1933.
** Incorporated by reference to the Partnership's Proxy
Statement filed with the Securities Exchange
Commission on March 11, 1991.
***Incorporated by reference to the Partnership's
Registration Statement No. 33-31649 on Form N-2 under
the Securities Act of 1933.
b. No reports on Form 8-K were filed during the quarter ended
December 31, 1995.
c. Exhibits filed as part of this report are included in Item
(14) (a)(3) above.
d. Financial Statement Schedules required by Regulations S-X
are included as described in Part II Item 8 above.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 27th day of March, 1996.
Community Investment Partners, L.P.
By: CIP Management, L.P., its
Managing General Partner
By: CIP Management, Inc., its
Managing General Partner
/s/ Daniel A. Burkhardt, President
___________________________________
By: Daniel A. Burkhardt, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
/s/Daniel A. Burkhardt
______________________________ General Partner of CIP Management
Daniel A. Burkhardt L.P., President, Treasurer and
Director of CIP Management, Inc.
/s/Ray L. Robbins
______________________________ Vice President and Director of CIP
Ray L. Robbins Management, Inc.
/s/Tommy L. Gleason, Jr.
______________________________ Individual General Partner,
Tommy L. Gleason, Jr. Community Investment Partners, L.P.
/s/Stanley Kroenke
______________________________ Individual General Partner,
Stanley Kroenke Community Investment Partners, L.P.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
(3) Amended and Restated Certificate and
Agreement of Limited Partnership dated
as of March 29, 1990 *
(4) Form of Unit Certificate *
(10) Management Agreement dated March 28, 1990
between the Partnership and CIP Management,
L.P. *
(28) Prospectus of the Partnership dated March 12,
1990 filed with the Securities and Exchange
Commission in connection with Registration
Statement No. 33-31649 on Form N-2 under the
Securities Act of 1933. *
______________________
*Incorporated by reference
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 27th day of March, 1995.
Community Investment Partners, L.P.
By: CIP Management, L.P., its
Managing General Partner
By: CIP Management, Inc., its
Managing General Partner
___________________________________
By: Daniel A. Burkhardt, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
______________________________ General Partner of CIP Management
Daniel A. Burkhardt L.P., President, Treasurer and
Director of CIP Management, Inc.
______________________________ Vice President and Director of CIP
Ray L. Robbins Management, Inc.
______________________________ Individual General Partner,
Tommy L. Gleason, Jr. Community Investment Partners, L.P.
______________________________ Individual General Partner,
Stanley Kroenke Community Investment Partners, L.P.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for Community Investment Partners, L.P. for the
year ended December 31, 1995 and it qualifies in its entirety by reference
to such financial statements.
</LEGEND>
<CIK> 0000856670
<NAME> COMMUNITY INVESTMENT PARTNERS, L.P.
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
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<INVESTMENTS-AT-COST> 1,641,327
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