SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
January 28, 1997 (December 16, 1996)
CP FUNDING CORP.
(A Delaware Corporation)
(Exact name of registrant as specified in its Charter)
Delaware 33-83762 13-3777023
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(State or other jurisdiction of Commission (I.R.S.
incorporation or organization) File No. Employer
Identification
No.)
CHELSEA PIERS L.P.
(A New York Limited Partnership)
(Exact name of registrant as specified in its
Certificate and Agreement of Limited Partnership)
New York 33-83762 13-3668842
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(State or other jurisdiction of Commission (I.R.S.
incorporation or organization) File No. Employer
Identification
No.)
Chelsea Piers, Pier 62 - Suite 300
New York, New York 10011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 336-6700
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Item 5 Other Events.
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Chelsea Piers L.P. ("Chelsea Piers") executed (i) a promissory note (the
"Capital Expenditures Promissory Note"), in favor of Roland W. Betts and Tom A.
Bernstein (collectively, the "Holder"), dated as of December 16, 1996, in the
principal amount of $1,951,623.17; and (ii) a promissory note (the "Equipment
Financing Promissory Note"; and together with the Capital Expenditures
Promissory Note, the "Promissory Notes"), in favor of Holder, dated as of
December 16, 1996, in the principal amount of $1,590,201.83. Roland W. Betts and
Tom A. Bernstein are principals of Chelsea Piers Management Inc., the general
partner of Chelsea Piers. As used herein the term "Indentures" shall mean the
(i) the Indenture, dated as of June 27, 1994, relating to the 12.5% A Discount
First Mortgage Notes Due 2004 and (ii) the Indenture, dated as of June 27, 1994,
relating to the 11% B Discount First Mortgage Notes Due 2009.
As permitted by the terms of the Indentures, the Capital Expenditures
Promissory Note represents an amount loaned to Chelsea Piers in respect of
certain capital expenditures undertaken by Chelsea Piers. Pursuant to the terms
of the Indentures, to secure the obligations of Chelsea Piers to Holder under
the Capital Expenditures Promissory Note, Chelsea Piers has granted a second
priority lien and security interest in certain non-real estate collateral of
Chelsea Piers, subject and subordinate in all respects to the security interest
granted to the Trustee under the Collateral Documents (as each such term is
defined in the Indentures).
As permitted by the terms of the Indentures, the Equipment Financing
Promissory Note represents an amount loaned to Chelsea Piers to finance the cost
of equipment described on a schedule attached to such promissory note
("Equipment"), acquired by Chelsea Piers within the twelve month period prior to
December 16, 1996. Pursuant to the terms of the Indentures, to secure the
obligations of Chelsea Piers to Holder under the Equipment Financing Promissory
Note, Chelsea Piers has granted a first priority lien and security interest in
all rights, title and interest of Chelsea Piers in and to the Equipment, subject
and subordinate in all respects to the security interest granted to the Trustee
under the Collateral Documents (as each such term is defined in the Indentures).
Chelsea Piers may prepay the principal amount of each Promissory Note, in
whole or part, at any time without penalty.
Each Promissory Note matures on the fifth anniversary of the date of such
promissory note (the "Maturity Date") and each Promissory Note accrues interest
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at a rate per annum equal to 12.5%, compounded quarterly ("Interest Rate"). All
accrued and unpaid interest will be due and payable commencing on April 1, 1997
and on each January 1, April 1, July 1 and October 1 thereafter. Chelsea Piers
has the right under each Promissory Note to defer its interest payment
obligations for any calendar quarter until the Maturity Date without penalty;
provided that interest on such Promissory Note continues to accrue at the
Interest Rate. Pursuant to the terms of the Capital Expenditures Promissory
Note, Chelsea Piers will not be required to make a principal payment in respect
of such promissory note in an amount in excess of two million dollars in any
calendar year if at the time of such payment the Indentures remain in full force
and effect.
The terms of each Promissory Note require that they be construed and
applied so as to be consistent with, and not to result in a default by Chelsea
Piers under, the terms and conditions of the Indentures.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CP FUNDING CORP.
By: /s/ Tom A. Bernstein
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Tom A. Bernstein, President
CHELSEA PIERS, L.P.,
a New York limited partnership
By: Chelsea Piers Management, Inc.,
Managing General Partner
By: /s/ Tom A. Bernstein
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Tom A. Bernstein, President
Date: January 28, 1997
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