<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the quarterly period ended June 30, 1997
-------------
OR
Transition report pursuant to Section 13 or 15(d) of the
----- Securities Exchange Act of 1934
Commission file number 33-85492
--------
CP LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
MARYLAND 38-3140664
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
6430 South Quebec Street, Englewood, CO 80111
(Address of principal executive offices, including zip code)
(303) 741-3707
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act
and listed on the New York Stock Exchange:
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
<PAGE>
CP LIMITED PARTNERSHIP
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Income for the Three and Six
Months Ended June 30, 1997 and 1996 1
Condensed Consolidated Balance Sheets as of June 30, 1997 and
December 31, 1996 2
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1997 and 1996 3
Notes to Consolidated Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
PART II. OTHER INFORMATION 11
SIGNATURES 12
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996.
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
---------------------- ---------------------
1997 1996 1997 1996
------- ------- ------- --------
<S> <C> <C> <C> <C>
Revenues:
Rental income $34,817 $16,796 $63,725 $33,146
Management fee, interest and other income 783 33 1,251 74
------- ------- ------- -------
35,600 16,829 64,976 33,220
Expenses:
Property operating and maintenance 9,746 4,955 17,755 9,009
Real estate taxes 2,565 1,190 4,694 2,375
Depreciation and amortization 8,499 2,911 15,176 5,679
Administrative 2,025 999 3,571 2,019
Interest and related amortization 6,642 3,175 12,070 6,218
------- ------- ------- -------
29,477 13,230 53,266 25,300
------- ------- ------- -------
Net income 6,123 3,599 11,710 7,920
Net income attributed to:
General partner $ 5,563 $ 1,473 $10,018 $ 3,243
Limited partner 560 2,126 1,692 4,677
------- ------- ------- -------
$ 6,123 $ 3,599 $11,710 $ 7,920
------- ------- ------- -------
------- ------- ------- --------
Net income per OP unit outstanding $ .22 $ .24 $ .45 $ .53
------- ------- ------- -------
------- ------- ------- -------
Distribution declared per OP unit outstanding $ .43 $ .405 $ .86 $ .81
------- ------- ------- -------
------- ------- ------- -------
Weighted average OP units outstanding 28,009 14,896 25,809 14,892
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
The accompanying notes are an integral
part of the financial statements.
1
<PAGE>
CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
Rental property:
Land $111,110 $ 33,821
Land and improvements for expansion sites 12,928 1,988
Depreciable property 685,257 264,822
--------- --------
809,295 300,631
Less accumulated depreciation 96,259 81,293
--------- --------
713,036 219,338
Cash and cash equivalents 158 586
Receivables 8,901 5,403
Notes receivable 10,378 90
Prepaid expenses and other assets 10,273 6,649
-------- --------
Total assets $742,746 $232,066
-------- --------
-------- --------
LIABILITIES
Debt $344,431 $168,315
Accounts payable and accrued expenses 17,442 10,285
Tenants' security deposits and rents received in advance 5,686 4,852
Accrued dividends and distributions 12,054 5,871
-------- ---------
Total liabilities 379,613 189,323
SHAREHOLDERS' EQUITY
PARTNERS' CAPITAL, Unlimited Authorized units; 28,045,367 and
14,497,270 OP units outstanding at June 30, 1997 and
December 31, 1996, respectively
General partners 327,367 16,191
Limited partners 35,766 26,552
-------- --------
Total partners' capital 363,133 42,743
-------- --------
Total liabilities and partners' capital $742,746 $232,066
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral
part of the financial statements.
2
<PAGE>
CP LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996.
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1997 1996
-------- --------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $11,710 $ 7,920
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 15,176 5,679
Amortization of deferred financing costs 217 220
Decrease (increase) in operating assets (5,120) (735)
Increase (decrease) in operating liabilities (2,004) 365
-------- --------
19,979 13,449
Net cash from operating activities
Cash flows from financing activities:
Net borrowing on line of credit 10,710 9,200
Mortgage principal payments (725) (602)
Distributions to OP unit holders (17,878) (11,984)
OP units reacquired and retired (19,851) (932)
Proceeds from the issuance of OP units 25,477 -
Other financing activities 1,567 89
-------- --------
Net cash provided by (used in) financing activities (700) (4,229)
Cash flows from investing activities:
Acquisition of rental properties (2,180) (8,252)
Additions to rental property (6,089) (1,651)
Payment of deferred merger costs (11,438) -
-------- ---------
Net cash used in investing activities (19,707) (9,903)
-------- ---------
Decrease in cash and cash equivalents (428) (683)
Cash and cash equivalents, beginning of period 586 944
-------- ---------
Cash and cash equivalents, end of period $ 158 $ 261
-------- ---------
-------- ---------
Supplemental cash flow information:
OP Units issued in connection with the acquisition $ 98 $ 1,964
of rental properties -------- ---------
-------- ---------
</TABLE>
The accompanying notes are an integral
part of the financial statements.
3
<PAGE>
CP LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND FORMATION OF COMPANY:
The accompanying unaudited condensed consolidated financial statements of
CP Limited Partnership. (the "Company"), have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included, and such adjustments are of a normal recurring nature. The
year-end condensed consolidated balance sheet was derived from audited
consolidated financial statements, but does not include all disclosures
required by generally accepted accounting principles. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1996.
Chateau Communities, Inc. ("Chateau"), a Real Estate Investment Trust
("REIT"), is the sole general partner of the Company. On November 23,
1993, Chateau completed a public offering of 5,700,000 shares of $.01 par
value common stock (the "Equity Offering"). Simultaneous with the Equity
Offering, Chateau contributed the net proceeds from the Equity Offering and
was admitted as the sole general partner of the Company.
2. MERGER WITH ROC COMMUNITIES, INC.
In February 1997, the Company completed its merger with ROC Communities,
Inc. (the "Merger"). The Merger and related transactions were accounted for
using the purchase method of accounting in accordance with generally
accepted accounting principles. Accordingly, the assets and liabilities of
ROC were adjusted to fair value for financial accounting purposes and the
results of operations of ROC are included in the results of operations of
the Company beginning February 1, 1997.
In connection with the Merger, the following related transactions occurred:
- The Company repurchased and retired 1,200,000 OP units from Chateau,
in late 1996 and early 1997.
- ROC purchased 350,000 shares of Chateau common stock, which were
retired along with a equivalent number of units at the time of the
merger.
- The Company issued 1.042 OP units to Chateau to reflect an equivalent
number of shares issued by Chateau for each share of ROC stock
outstanding.
- The Company paid a distribution equal to .0326 units per OP Unit
outstanding, to reflect an equivalent stock dividend by Chateau.
4
<PAGE>
- Certain limited partners converted 6,170,908 OP Units for common
shares which results in those units being held by Chateau. These
Unitholders waived their right to receive the above distribution with
respect to those OP units exchanged and as a result it was allocated
to Chateau, resulting in an effective distribution to the general
partner of .068 OP units.
- The exchanging limited partners purchased 984,423 additional shares of
common stock from Chateau with the proceeds.
In connection with the Merger, Chateau issued common stock valued at
approximately $351 million, including the costs incurred to complete the Merger,
which was allocated as follows:
Rental property $ 501.3
Net working capital 15.8
Debt assumed (166.1)
------------
$ 351.0
------------
------------
As of June 30, 1997, Chateau owned 128 communities with an aggregate 42,986
residential homesites. In addition, it fee manages 6,953 residential homesites
in 34 communities.
The following unaudited pro forma income statement information has been prepared
as if the Merger and related transactions had occurred on January 1, 1996. In
addition, the pro forma information is presented as if the acquisition of 13
properties made in 1996 by Chateau and ROC had occurred on January 1, 1996. The
pro forma income statement information is not necessarily indicative of the
results which actually would have occurred if the Merger had been consummated on
January 1, 1996.
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30,
------------------ -----------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $35,600 $33,222 $70,728 $65,832
Expenses:
Property, operating, maintenance and administrative 14,336 13,746 28,209 26,575
Depreciation and amortization 8,499 8,320 17,035 16,794
Interest and related amortization 6,642 6,413 13,343 12,686
-------- -------- -------- --------
Total expenses 29,477 28,479 58,587 56,055
-------- -------- -------- --------
Income before minority interest 6,123 4,743 12,141 9,777
-------- -------- -------- --------
Per share $ .22 $ .17 $ .43 $ .35
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average OP Units outstanding 28,009 27,883 27,960 27,879
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
3. COMMON STOCK AND RELATED TRANSACTIONS:
On May 22, 1997, Chateau declared a cash dividend distribution of $.43 per
share/OP Unit to shareholders and OP unitholders of record as of June 30,
1997. The dividend/distribution was paid on July 15, 1997 and is included
in accrued dividends and distributions in the accompanying condensed
consolidated balance sheet as of June 30, 1997.
5
<PAGE>
On March 20, 1997, Chateau declared a cash dividend/distribution of $.43
per share/OP Unit to shareholders and OP Unitholders of record as of March
31, 1997. The dividend/distribution was paid on April 14, 1997.
On November 13, 1996, Chateau declared a cash dividend/distribution of
$.405 per share/OP unit to shareholders and OP Unitholders of record as of
December 31, 1996. The dividend/ distribution was paid on January 15, 1997
and is included in accrued dividends and distributions in the accompanying
condensed consolidated balance sheet as of December 31, 1996.
4. DEBT:
The following table sets forth certain information regarding debt at June
30, 1997.
<TABLE>
<CAPTION>
Weighted
Interest Rate Maturity Date Principal Balance
------------- ------------- -----------------
<S> <C> <C> <C>
Fixed Rate Mortgage Debt 7.94% 1998-2011 $115,880
Unsecured Senior Notes 8.16% 2000-2003 145,000
Unsecured Lines of Credit 7.24% - 81,544
Other notes payable various - 2,007
--------
$344,431
--------
--------
</TABLE>
6
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis of interim results of operations and
financial condition covers the three and six months ended June 30, 1997 and
1996 and should be read in conjunction with the Condensed Consolidated
Financial Statements and Notes thereto included in this report. Certain
statements in this report constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
On February 11, 1997, Chateau completed its merger ("the "Merger") with ROC
Communities, Inc. ("ROC"). The historical results for the six months ended
June 30, 1997 include the results of operations of ROC for five months.
HISTORICAL RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 TO THREE MONTHS ENDED JUNE 30,
1996
For the three months ended June 30, 1997, income before minority interest was
$6,123,000, an increase of $2,524,000 from the three months ended June 30,
1996. The increase was due primarily to the Merger, as well as acquisitions
that were consummated in 1997 and 1996 by the Company or ROC, and increased
net operating income from communities owned by the Company and ROC on January
1, 1996 (the "Core 1996 Portfolio"). The increase in net operating income
from the Company's Core 1996 Portfolio was due to increased occupancy and
rental increases partially offset by general operating expense increases.
Rental revenue in the three months ended June 30, 1997 was $34,817,000, an
increase of $18,021,000 from the three months ended June 30, 1996.
Approximately 81 percent of the increase was due to the Merger, and 13
percent was due to 1997 and 1996 acquisitions made by the Company or ROC.
The remaining 6 percent increase was due to rental increases and occupancy
gains of the Company's Core 1996 Portfolio. Management fee, interest and
other income increased approximately $750,000 in 1997 from 1996, due to the
Merger and the increase in income from the Company's sales subsidiary.
Property operating and maintenance expense for the three months ended June
30, 1997 increased by $4,791,000 or 97 percent from the same period a year
ago. The majority of the increase was due to the Merger and 1997 and 1996
acquisitions. The remaining increase was due to increases in the Company's
Core 1996 Portfolio.
Real estate taxes for the three months ended June 30, 1997, increased by
$1,375,000 or 116 percent from the three months ended June 30, 1996. The
increase is due primarily to the Merger, acquisitions and expansions of
communities and general increases. Real estate taxes may increase or
decrease due to inflation, expansions and improvements of communities, as
well as changes in taxation in the tax jurisdictions in which the Company
operates.
Administrative expense for the three months ended June 30, 1997 increased due
to the Merger. Administrative expense in 1997 was 5.7 percent of revenues as
compared to 5.9 percent in 1996.
7
<PAGE>
Interest and related amortization costs increased for the three months ended
June 30, 1997 by $3,467,000, as compared with the three months ended June 30,
1996. The increase is attributable to the indebtedness incurred in
connection with the Merger and to finance the 1997 and 1996 acquisitions.
Interest expense as a percentage of average debt outstanding decreased to
approximately 7.7 percent in 1997 from approximately 8.8 percent in 1996.
The decrease is due primarily to the ROC debt assumed in the Merger having a
lower average interest rate as well as much of the financing in connection
with the Merger and the 1997 and 1996 acquisitions being done with the
Company's lines of credit which have a lower average interest rate.
Depreciation expense for the three months ended June 30, 1997, increased
$5,588,000 from the same period a year ago. The increase is directly
attributable to the Merger. Depreciation expense as a percentage of average
depreciable rental property in 1997 remained relatively unchanged from 1996.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 TO SIX MONTHS ENDED JUNE 30, 1996
For the six months ended June 30, 1997, income before minority interest was
$11,710,000, an increase of $3,790,000 from the six months ended June 30,
1996. The increase was due primarily to the Merger, as well as acquisitions
that were consummated in 1997 and 1996 by the Company or ROC, and increased
net operating income from the Core 1996 Portfolio. The increase in net
operating income from the Company's Core 1996 Portfolio was due to increased
occupancy and rental increases partially offset by general operating expense
increases.
Rental revenue in the first half 1997 was $63,725,000, an increase of
$30,579,000 from first half 1996. Approximately 77 percent of the increase
was due to the Merger, and 12 percent was due to 1997 and 1996 acquisitions
made by the Company or ROC. The remaining 11 percent increase was due to
rental increases and occupancy gains of the Company's Core 1996 Portfolio.
Management fee, interest and other income increased approximately $1,177,000
in 1997 from 1996, due to the Merger and the increase in income from the
Company's sales subsidiary.
Property operating and maintenance expense for the six months ended June 30,
1997 increased by $8,746,000 or 97 percent from the same period a year ago.
The majority of the increase was due to the Merger and 1997 and 1996
acquisitions. The remaining increase was due to increases in the Company's
Core 1996 Portfolio.
Real estate taxes for the six months ended June 30, 1997, increased by
$2,319,000 or 98 percent from the six months ended June 30, 1996. The
increase is due primarily to the Merger, acquisitions and expansions of
communities and general increases. Real estate taxes may increase or
decrease due to inflation, expansions and improvements of communities, as
well as changes in taxation in the tax jurisdictions in which the Company
operates.
Administrative expense for the first half of 1997 increased due to the
Merger. Administrative expense in 1997 was 5.5 percent of revenues as
compared to 6.1 percent in 1996.
8
<PAGE>
Interest and related amortization costs increased for the six months ended
June 30, 1997 by $5,852,000, as compared with the six months ended June 30,
1996. The increase is attributable to the indebtedness incurred in connection
with the Merger and to finance the 1997 and 1996 acquisitions. Interest
expense as a percentage of average debt outstanding decreased to
approximately 7.6 percent in 1997 from approximately 8.9 percent in 1996.
The decrease is due primarily to the ROC debt assumed in the Merger having a
lower average interest rate as well as much of the financing in connection
with the Company's Merger and the 1997 and 1996 acquisitions being done with
the Company's lines of credit which have a lower average interest rate.
Depreciation expense for the six months ended June 30, 1997, increased
$9,497,000 from the same period a year ago. The increase is directly
attributable to the Merger. Depreciation expense as a percentage of average
depreciable rental property in 1997 remained relatively unchanged from 1996.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $19,979,000 for the six months
ended June 30, 1997, compared to $13,449,000 for the six months ended June 30,
1996. The increase in cash provided by operating activities was due primarily
to the increase in net operating income.
Net cash used in financing activities for the six months ended June 30, 1997 was
$700,000. Use of cash included distributions made to OP Unitholders of
$17,878,000; net borrowings on the lines of credit of $10,710,000 and the
payment of $19,851,000 to repurchase and retire 750,000 OP units from Chateau in
connection with the Merger. The units were repurchased in February 1997 at an
average price of approximately $26.47 per unit. This use of cash was offset
partially by proceeds of $25,477,000 from the issuance of 984,423 OP units to
Chateau at approximately $25.88 per unit.
Net cash used in investing activities for the six month ended June 30, 1997 was
$19,707,000. This amount represented joint venture investments, acquisitions,
capital expenditures and construction and development costs. For the six months
ended June 30, 1997, construction and development costs, including joint
ventures, were approximately $4,000,000, while recurring property capital
expenditures, other than construction and development costs, were approximately
$1,000,000. Recurring property capital expenditures in 1997 increased due to
the Merger. Capital expenditures have historically been financed with funds
from operations and it is the Company's intention that such future expenditures
will be financed with funds from operations.
Future acquisitions of communities and land for development of sites will be
financed through borrowings on the line of credit, the issuance of additional
equity or debt securities, assumption of existing secured or unsecured
indebtedness or the issuance of OP units or capital contributions by Chateau.
The development of expansion sites will be financed primarily by cash flow from
operations and borrowings on the line of credit. At June 30, the Company had
two available credit facilities aggregating $100 million, each of which is
unsecured and bears interest at 150 basis points over LIBOR. As of June 30,
1997, there was $81.5 million outstanding under the lines of credit.
In July 1997, the Company renegotiated its existing Lines of Credit and
consolidated them into one line for $75 million which also includes a term loan
for $25 million. The line of credit has First Chicago/NBD acting as lead agent,
is unsecured and bears interest at 110 basis points over LIBOR.
9
<PAGE>
The Company expects to meet its short-term liquidity requirements through
cash flow from operations and, if necessary, borrowings under its line of
credit.
The Company anticipates meeting its long-term liquidity requirements from
borrowings under its line of credit, from the issuance of additional debt or
equity securities and cash flows from operations.
OTHER
Funds from operations ("FFO") is defined by the National Association of Real
Estate Investment Trusts ("NAREIT") as net income excluding gains (or losses)
from debt restructuring and sales of property plus rental property
depreciation and amortization. Management believes that FFO is an important
and widely used measure of the operating performance of REITs which provides
a relevant basis for comparison among REITs. FFO (i) does not represent cash
flow from operations as defined by generally accepted accounting principles;
(ii) should not be considered as an alternative to net income as a measure of
operating performance or to cash flows from operating, investing and
financing activities; and (iii) is not an alternative to cash flows as a
measure of liquidity. FFO is calculated as follows:
<TABLE>
<CAPTION>
For the Three Months For the Six Months
ended June 30, ended June 30,
------------------- -------------------
1997 1996 1997 1996
------ ------ ------ -------
<S> <C> <C> <C> <C>
Net income $ 6,123 $ 3,599 $11,710 $ 7,920
Depreciation of rental property 8,319 2,887 14,878 5,634
Amortization of other intangibles 111 - 186 -
------- ------- ------- -------
Funds from operations $14,553 $ 6,486 $26,774 $13,554
------- ------- ------- -------
------- ------- ------- -------
On a pro forma basis, FFO is calculated as follows:
For the Three Months For the Six Months
ended June 30, ended June 30,
------------------- -------------------
1997 1996 1997 1996
------ ------ ------ -------
Net income $ 6,123 $ 4,743 $12,142 $ 9,777
Depreciation of rental property 8,319 8,152 16,688 16,456
Amortization of other intangibles 111 111 222 227
------- ------- ------- -------
Funds from operations $14,553 $13,006 $29,052 $26,460
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Three separate purported class actions have been filed against the Company and
its directors in the Circuit Court of Montgomery County, Maryland alleging
breaches of fiduciary duty for agreeing to the Merger with ROC and refusing to
endorse alternative transactions proposed by Manufactured Home Communities, Inc.
or Sun Communities, Inc. The three class actions are entitled HARBOR FINANCE
PARTNERS V. CHATEAU PROPERTIES, et al. (Case No. 157467), NILES V. CHATEAU
PROPERTIES, ET AL. (Case No. 158284), AND ZSA ASSET ALLOCATION FUND V. BOLL, ET
AL. (Case No. 158652) and were filed on or about September 12, 1996, September
27, 1996 and October 4, 1996, respectively.
The Company believes that such litigation (which has been consolidated) is
entirely without merit and intends to vigorously defend such litigation if
pursued.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters for a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
11
<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, and in the
capacities indicated, on the 14th day of August, 1997.
CP LIMITED PARTNERSHIP
By: /s/ TAMARA D. FISCHER
---------------------------
Tamara D. Fischer
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS FOUND ON PAGES
1 AND 2 OF THE COMPANY'S 10Q FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 158
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 809,295
<DEPRECIATION> 96,259
<TOTAL-ASSETS> 742,746
<CURRENT-LIABILITIES> 0
<BONDS> 379,613
0
0
<COMMON> 0
<OTHER-SE> 363,133
<TOTAL-LIABILITY-AND-EQUITY> 742,746
<SALES> 0
<TOTAL-REVENUES> 35,600
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,835
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,642
<INCOME-PRETAX> 6,123
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,123
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
