<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, 1996
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) 515-2000
________________________
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, 1997, 70,715 units of limited partnership
interest (Units), totaling $1,582,602 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.............................. 5
Item 3. Legal Proceedings....................... 5
Item 4. Submission of Matters to a Vote
of Security Holders..................... 5
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters........ 6
Item 6. Selected Financial
Data................................... 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations......... 8
Item 8. Financial Statements and Supplementary Data.. 10
Item 9. Change in and Disagreements with Accountants
on Accounting and Financial Disclosure...... 25
PART III
Item 10.Directors and Executive Officers
of the Registrant........................... 26
Item 11.Executive Compensation........................ 27
Item 12.Security Ownership of Certain Beneficial
Owners and Management........................ 27
Item 13.Certain Relationships and Related
Transactions................................. 28
PART IV
Item 14.Exhibits, Financial Statement Schedules
and Reports on Form 8-K..................... 29
SIGNATURES.............................................. 30
INDEX TO EXHIBITS....................................... 31
<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., L.P.
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 8 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, is incorporated herein by reference.
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.
<PAGE>
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 such 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 14 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.
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.
<PAGE>
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 to a vote of security holders
during the period covered by this report.
<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, 1997, the
total number of holders of units is 105. The number of
limited partnership units outstanding is 87,820. The number
of general partnership units outstanding is 20,000 as of
March 15, 1997.
Cash distributions of $20 per unit were made to its
Partners during the year ended December 31, 1996. 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,
1996 1995 1994 1993 1992
_________ _________ _________ _________ _________
Net Assets $2,413,382 $3,577,659 $3,221,998 $3,235,105 $4,270,686
Portfolio
Investments $2,341,691 3,217,156 3,075,566 3,051,309 4,025,971
INCOME STATEMENT:
For the Year Ended
December 31,
1996 1995 1994 1993 1992
_________ _________ _________ _________ _________
Net Income (Loss)
before Unrealized
Gains
(Losses): $1,645,082 $575,891 $(110,514) $374,346 $67,174
Unrealized
(Losses)
Gains (652,959) 318,870 97,407 (765,827) 1,925,379
Net Income
(Loss) 992,123 894,761 (13,107) (391,481) 1,992,553
Per Unit of
Partnership Interest:
Net Asset Value 22.38 33.18 29.88 30.00 38.19
Net Income (Loss)
before Unrealized
Gains (Losses) 15.26 5.34 (1.02) 3.47 .60
Unrealized
(Losses) Gains (6.06) 2.96 .90 (7.10) 17.22
Net Income (Loss) 9.20 8.30 (.12) (3.63) 17.82
<PAGE>
Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
(FISCAL YEAR 1996 VERSUS 1995)
Net income for the year ended December 31, 1996, was $992,123,
compared to net income of $894,761 in 1995, an increase of 11%.
The increase in net income is attributable to an increase in
realized gains of $1,052,817 offset by increased unrealized losses
of $971,829 and reduced expenses due to lower professional fees in
the current year.
Realized gains increased approximately $1.1 million compared
to 1995 due to significant gains recognized during 1996. The
partnership sold shares in Citation Computer Systems, Intermedia
Communications of Florida, and Isolyser Company, Inc. resulting in
realized gains of $530,535, $879,563 and $237,400, respectively.
Also, during 1996, unrealized gains recognized in previous
years were converted to realized gains when the partnership sold
the three investments described above.
The future income or loss of the Partnership is contingent
upon the performance of the portfolio investments.
<PAGE>
(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, respectively. In 1994, 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.
LIQUIDITY AND CAPITAL RESOURCES
Total capital for the Partnership as of December 31, 1996, was
$2,413,382. This consisted of $1,973,575 in Limited Partner
capital and $439,807 in General Partner capital.
Net income of $992,123 for 1996 was allocated in the amount of
$808,089 to the Limited Partners and in the amount of $184,034 to
the General Partners.
At December 31, 1996, the Partnership has $80,000 in cash and
cash equivalents.
<PAGE>
Item 8.INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY
FINANCIAL DATA
Page
Report of Independent Accountants................. 11
Balance Sheet as of December 31, 1996 and 1995.... 12
Schedule of Portfolio Investments as of
December 31, 1996 and 1995...................... 13
Income Statement for the Years Ended
December 31, 1996, 1995 and 1994................ 17
Statement of Changes in Partnership Capital for the
Years Ended December 31, 1996, 1995 and 1994 .... 18
Statement of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 ............... 19
Notes to Financial Statements...................... 20
Financial Statement Schedules:
All financial statement schedules are omitted because they are not
applicable or the required information is shown 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 financial statements listed in the accompanying
index present fairly, in all material respects, the financial
position of Community Investment Partners, L.P. (the
``Partnership'') at December 31, 1996 and 1995, and the results of
its operations and its cash flows for each of the three years in
the period ended December 31, 1996, 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, 1996
and 1995. 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 $2,341,691 (97 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
February 21, 1997
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
BALANCE SHEET
ASSETS
December 31,
1996 1995
__________ __________
Investments at Fair Market Value
(cost $1,418,821 and $1,641,327,
respectively) $ 2,341,691 $ 3,217,156
Cash and Cash Equivalents 80,365 395,499
Accrued Interest Receivable 3,426 8,022
___________ ___________
TOTAL ASSETS $ 2,425,482 $ 3,620,677
=========== ===========
LIABILITIES AND PARTNERSHIP CAPITAL
December 31,
1996 1995
__________ __________
Liabilities
Accrued Expenses $ 12,100 $ 12,100
Accounts Payable - 30,918
__________ __________
TOTAL LIABILITIES 12,100 43,018
__________ __________
Partnership Capital
Capital - Limited Partners 1,973,575 2,921,886
Capital - General Partners 439,807 655,773
__________ __________
TOTAL PARTNERSHIP CAPITAL 2,413,382 3,577,659
__________ __________
TOTAL LIABILITIES AND
PARTNERSHIP CAPITAL $ 2,425,482 $ 3,620,677
========== ==========
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 Nature of Business Value
Investment Date Investment Cost Dec. 31, 1996
Saztec International,
Inc. Provides services for database
(Sazz) construction and information
conversion
June 7, 1990 108,400 shares Common
Stock $78,324 $14,092
Intermedia Organized to install and provide
Communications of private, dedicated telecommunication
Florida lines using fiber optic cable
(ICIX)
May 31, 1991 25,000 shares Common
Stock 70,000 643,750
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, 1997 40,763 40,763
Warrants to purchase
14,440 shares of
Common Stock
May 26, 1994 5% Term Notes, due
December 31, 1997 15,008 15,008
Warrants to purchase
2,800 shares of
Common Stock
Citation ComputersProvides clinical
(CITA) laboratory information
October 31, 1991 16,480 shares of Common
Stock 40,410 107,120
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 Nature of Business Value
Investment Date Investment Cost Dec. 31, 1996
PDT, Inc. Develops, manufactures
(PDTI) and markets the drug
devices used in Photodynamic
Therapy
May 28, 1992 2,323.50 shares of Common
Stock 9,294 65,058
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
Isolyser Company, Inc.Makes healthcare disposables
from hot-water soluble
polymer
August 30, 199691,563 shares of Common
Stock 350,063 640,941
__________ __________
$1,418,821 $2,341,691
========== ==========
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 Nature of Business Value
Investment 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 ComputersProvides 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>
COMMUNITY INVESTMENT PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
Company Fair Market
Initial Nature of Business Value
Investment Date Investment Cost Dec. 31, 1995
PDT, Inc. Develops, manufactures
(Pdti) and markets the drug
devices used 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.
INCOME STATEMENT
For the Year Ended
December 31,
1996 1995 1994
_________ _________ _________
INCOME
Interest Income $ 11,611 $ 5,338 $ 3,725
Earnings from Investments (125) 2,944 2,794
Net Realized Gains (Losses) on
Sale of Investments 1,647,498 594,681 (73,191)
____________________ _________
TOTAL INCOME (LOSS) 1,658,984 602,963 (66,672)
____________________ _________
EXPENSES
Amortization of Deferred
Organizational Costs $ - $ 4,058 $ 24,348
Independent General Partners'
Fees - - 1,000
Professional Fees 12,274 20,979 17,683
Other 1,628 2,035 811
________ _________ _________
TOTAL EXPENSES 13,902 27,072 43,842
________ _________ _________
Net Income (Loss) before
Unrealized (Losses) Gains 1,645,082 575,891 (110,514)
Net Unrealized (Losses) Gains
on Investments (652,959) 318,870 97,407
________ _________ _________
NET INCOME (LOSS) $ 992,123 $894,761$ (13,107)
======== ========= ========
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,
1996, 1995 and 1994
____________________________________________
LIMITED GENERAL
PARTNERS PARTNERS TOTALS
__________ ___________ __________
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
Distribution (1,756,400) (400,000) (2,156,400)
Net income 808,089 184,034 992,123
___________ ___________ ___________
Balance, December 31, 1996 $1,973,575 $ 439,807 $ 2,413,382
=========== =========== ===========
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,
1996 1995 1994
________ ________ ________
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
Net Income (Loss) $ 992,123 $ 894,761 $ (13,107)
Adjustments to reconcile
Net Income (Loss)
to Net Cash provided by (used for)
Operating Activities:
Amortization of Deferred Organization
Costs - 4,058 24,348
Purchase of Portfolio
Investments (256,413) - (21,850)
Sale of Portfolio Investments 2,132,188 771,961 21,809
Unrealized Losses (Gains) on
Portfolio Investments 652,959 (318,870) (97,407)
Net Realized (Gains) Losses on
Sale of Portfolio
Investments (1,647,498) (594,681) 73,191
Interest Rollover into
Investment (5,771) - -
Decrease (Increase) in Other
Assets 4,596 (3,862) (2,138)
Increase in Accrued Expenses - 7,000 864
(Decrease) Increase in Accounts
Payable (30,918) 30,918
______________________________
Total Cash Provided (Used) by
Operating Activities 1,841,266 791,285 (14,290)
______________________________
CASH FLOWS USED BY FINANCING ACTIVITIES:
Capital Distributions (2,156,400) (539,100) -
______________________________
Total Cash Used by Financing
Activities (2,156,400) (539,100) -
______________________________
Net (Decrease) Increase in Cash and
Cash Equivalents (315,134) 252,185 (14,290)
CASH AND CASH EQUIVALENTS:
Beginning of year 395,499 143,314 157,604
______________________________
End of year $ 80,365 $ 395,499 $ 143,314
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
<PAGE>
COMMUNITY INVESTMENT PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
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., an 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.
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.
<PAGE>
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 SIGNIFICANT 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.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Organizational Costs
Organizational costs were amortized over a sixty-month period
and were fully amortized in 1995.
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.
<PAGE>
4. PER UNIT INFORMATION
There is no market for the Limited Partnership interests. Per
Unit Information is as follows:
For the Year Ended December 31,
1996 1995 1994
Number of unit holders 105 105 105
Limited partnership units 87,820 87,820 87,820
General partnership units 20,000 20,000 20,000
_________ _________ _________
Total units outstanding 107,820 107,820 107,820
========= ========= =========
Net asset value per unit $ 22.38 $ 33.18 $ 29.88
========= ========= =========
Net income (loss) per unit $ 9.20 $ 8.30 $ (.12)
========= ========= =========
5. RELATED PARTY TRANSACTIONS
The Partnership is furnished with 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, 1996, 1995 and 1994,
respectively.
For the year ended December 31, 1996
Realized
Investment Cost Proceeds Gain (Loss)
Purchases:
Micro Partners,
L.P. $256,413 $ - $ -
Innovation Medical
Technologies, Inc. 5,771
__________ __________ __________
$262,184 $ - $ -
========== ========== ==========
Sales:
Intermedia
Communications $126,000 $1,005,563 $879,563
Citation Computers 148,840 679,375 530,535
Isolyser Company,
Inc. 206,350 443,750 237,400
Innovation Medical
Technologies, Inc. 3,500 3,500 0
__________ __________ __________
Total Sales $484,690 $2,132,188 $1,647,498
========== ========== ==========
As of December 31, 1995, the Partnership held a $300,000
limited partnership investment in Micro Partners, L.P. During
1996, an additional investment of $256,413 was made in Micro
Partners, L.P. Subsequent to this investment, the Micro
Partners, L.P. partnership was dissolved and the Partnership
received 88,220 shares of common stock in Microtek. Then,
Microtek merged with Isolyser Company and the Partnership
received 145,563 shares of Isolyser Company stock.
<PAGE>
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 $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 Worthless
Securities $ 95,000 $ 21,809 $ (73,191)
====================== ===========
<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., 51, 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 cable television systems located in sixteen states
and serving approximately 175,000 subscribers. Mr. Gleason owns
4,000 Units.
E. Stanley Kroenke, 49, 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.
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.
<PAGE>
The Directors and Officers of CIP Management, Inc. are as follows:
Daniel A. Burkhardt, 49, 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, L.P., LLP, the parent company of
Edward D. Jones & Co., L.P. where he has specialized in investment
banking and structuring investments since 1980. He is also a
director of Essex County Gas Company, 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., 52, Vice President and Director of CIP
Management, Inc. since October 1989. He is a general partner of
The Jones Financial Companies, L.P., LLP, the parent company of
Edward D. Jones & Co., L.P., 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, 38, Secretary of CIP Management, Inc.
since October 1989. She is a Limited Partner of The Jones
Financial Companies, L.P., LLP, the parent company of Edward D.
Jones & Co., L.P., where she has been a senior investment advisor
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, 1997, the following parties are known by the
Partnership to be the beneficial owners of more than 5% of the
Units.
Amount of
Beneficial % of Limited
Name Ownership of Units Partnership Capital
InterCoast Energy 10,000 11.39%
EDJ Ventures Ltd. 19,800 22.55%
Richard P. Kiphart 4,590 5.23%
The Partnership is not aware of any arrangement which may,
at a subsequent date, result in a change of control of the
Partnership.
<PAGE>
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 contained in Item 8 of this Form 10-K.
2. Financial Statement Schedules:
All financial statement schedules are omitted because
they are not applicable or the required 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, 1996.
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, 1997.
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 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, 1997.
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 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, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000856670
<NAME> COMMUNITY INVESTMENT PARTNERS, L.P.
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