10-K 1 cip10k.txt COMMUNITY INVESTMENT PARTNERS, L.P., FORM 10-K UNITED STATES 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, 2000 Commission file number 0-18042 ----------------- ------- 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.) 12555 Manchester Road St. Louis, Missouri 63131 -------------------------------------------------------------------------------- (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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this form 10-K. [ ] As of March 15, 2001 71,315 units of limited partnership interest (Units), representing net assets of $125,960 were held by non-affiliates. There is no established public market for such units. 1 DOCUMENTS INCORPORATED BY REFERENCE None 2 COMMUNITY INVESTMENT PARTNERS, L.P. TABLE OF CONTENTS

3 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 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., LLLP, the Managing General Partner, is a Missouri limited liability limited partnership formed on October 10, 1989 as a limited partnership and registered as a limited liability limited partnership on July 23, 1997. The general partner of CIP Management, L.P., LLLP 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. During 1999, the Limited Partners voted to sell Partnership assets and thereby effect the dissolution of the Partnership pursuant to section 9.1.1 of the Partnership Agreement. As of December 31, 1999 all publicly traded securities were sold through the public market. Upon receipt of a final scheduled escrow payment in July 2001, the Partnership expects to begin the final dissolution process. The information set forth under the captions "Proposal 1", "Proposal 2" and "Other Factors to Consider" of the Proxy Statement dated September 7, 1999, filed with the SEC pursuant to Section 14(A) of the Securities Exchange Act of 1934, is incorporated herein by reference. The Partnership is no longer making investments. For information regarding the Partnership's current portfolio investments and purchases and sales during the year, 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 SEC 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 not be diversified and companies in which the Partnership may be the sole or primary lender. The Partnership invests in only a few companies. Therefore, a loss or other problem with a single investment could have a material adverse effect on the Partnership. 4 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. The key personnel of the Managing General Partner have considerable prior experience in investment banking and in structuring investments. 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 does not own or lease any physical properties. 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 matters were submitted to a vote of security holders during the period covered by this report. 5 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, 2001, the total number of holders of units is 104. The number of limited partnership units outstanding is 87,820. The number of general partnership units outstanding is 20,000 as of March 15, 2001. 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. 6 Item 6. SELECTED FINANCIAL DATA STATEMENTS OF FINANCIAL CONDITION:

7 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (FISCAL YEAR 2000 VERSUS 1999) Net loss for the year ended December 31, 2000 was $36,231, compared to net income of $454,642 for the year ended December 31, 1999. The decrease in net income is due to a decrease in activity as a result of the pending dissolution of the Partnership. The Partnership is scheduled to receive the final escrow disbursement of $48,375 from Innovation Medical Technologies, Inc. in July 2001. After this date, the Partnership plans to liquidate. Realized loss on investments for the year ended December 31, 2000 was $8,427, compared to a realized gain of $322,013 for the year ended December 31, 2000. The $8,427 loss in 2000 represents a write-off of the Vision Partners L.P. escrow receivable. The 1999 gain represents gains from the sale of all publicly traded investments. Total expenses for the year ended December 31, 2000 were $27,805, down $14,534 from the year ended December 31, 1999. The decrease was caused by a decrease in legal expenses year over year, as significant expenses were incurred during 1999 related to the Partnership dissolution and required filings with the Securities and Exchange Commission. There were no Partnership distributions during 2000. (FISCAL YEAR 1999 VERSUS 1998) Net income for the year ended December 31, 1999 was $454,642, a 6% decrease from 1998 net income of $484,256. Net income decreased mainly due to a $915,306 decrease in realized gains and a $13,859 increase in total expenses offset by a $906,788 increase in unrealized gains, as discussed below. The sale of all publicly traded investments during the fourth quarter of 1999 accounted for $231,991 of the $322,013 total realized gain. See detail of investment sales in Note 6 to the financial statements. These sales were made as a result of the October 4, 1999 Limited Partner vote approving the sale of Partnership assets. The remaining 1999 realized gain consisted of an $87,536 escrow payment received as a result of the 1998 liquidation of Innovation Medical Technologies Preferred stock and a $2,487 escrow payment received as a result of the 1998 liquidation of Vision Partners L.P. limited partnership interests. The $173,482 unrealized gain recorded in 1999 represents a reversal of the $65,182 unrealized loss on investment securities at December 31, 1998, and a $108,300 unrealized gain on the remaining assets that will be sold to EDJ Ventures, pending SEC approval. Previously, the assets were carried at a zero basis. The increase in expenses was caused by legal fees incurred related to the planned Partnership dissolution, including preparation of the proxy statement and request for approval from the SEC for the proposed sales of assets to EDJ Ventures. The Partnership made a distribution of $7 per unit during 1999, representing $754,740. 8 LIQUIDITY AND CAPITAL RESOURCES Total capital for the Partnership as of December 31, 2000, was $189,374. This consisted of $162,102 in Limited Partner capital and $27,272 in General Partner capital. Net loss of $36,231 for 2000 was allocated in the amount of $29,517 to the Limited Partners and in the amount of $6,714 to the General Partners. At December 31, 2000, the Partnership had $155,599 in cash and cash equivalents. 9 Item 8. INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

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. 10 REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of Community Investment Partners, L.P. In our opinion, the accompanying statements of financial condition and the related statements of operations, cash flows and of changes in partnership capital present fairly, in all material respects, the financial position of Community Investment Partners, L.P. (the "Partnership") at December 31, 2000 and 1999, and the results of its operations, its cash flows and the changes in partnership capital for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. 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 statements in accordance with auditing standards generally accepted in the United States of America 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. We believe that our audits provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP St. Louis, Missouri March 14, 2001 11 COMMUNITY INVESTMENT PARTNERS, L.P. STATEMENTS OF FINANCIAL CONDITION

12 COMMUNITY INVESTMENT PARTNERS, L.P. STATEMENTS OF OPERATIONS

13 COMMUNITY INVESTMENT PARTNERS, L.P. STATEMENTS OF CASH FLOWS

14 COMMUNITY INVESTMENT PARTNERS, L.P. STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL For the Years Ended December 31, 2000, 1999 and 1998

15 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., LLLP, the Managing General Partner, is a Missouri limited liability limited partnership formed on October 10, 1989 as a limited partnership and registered as a limited liability limited partnership on July 23, 1997. The general partner of CIP Management, L.P., LLLP is CIP Management, Inc., an indirect subsidiary of Edward D. Jones & Co., L.P. Partnership Dissolution ----------------------- During 1999, the Limited Partners voted to sell Partnership assets and thereby effect the dissolution of the Partnership pursuant to section 9.1.1 of the Partnership Agreement. The Partnership is scheduled to receive the final Innovation Medical Technologies, Inc. escrow disbursement in July 2001 in the amount of $48,375. The payment is contingent upon and subject to reduction by any indemnity claims pursuant to a merger between Innovation Medical Technologies, Inc., and Alcon Surgical, Inc., a company in which the Partnership had previously invested. After July 2001, the Partnership expects to complete the dissolution process. 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 Managing General Partner is responsible for making the Partnership's investment decisions. The Partnership has sought 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. Risk of Ownership ----------------- The purchase and ownership of Partnership 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 not be 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 could have a material adverse effect on the Partnership. 16 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. 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. 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 purposes primarily due to differences between book and tax accounting for portfolio investments. Distributions ------------- When excess cash, if any, becomes available, it is the Partnership's intent to make distributions. All distributions are subject to the sole discretion of the Managing General Partner and the Independent General Partners. 17 4. PER UNIT INFORMATION There is no market for the Limited Partnership interests. Per unit information is as follows:

5. RELATED PARTY TRANSACTIONS The Partnership is furnished with certain non-reimbursed management and accounting services by affiliates, which are 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 is also the managing general partner of Community Investment Partners II, L.P., and Community Investment Partners III, L.P., LLLP, both business development companies, and Community Investment Partners IV, L.P., LLLP, an employees' securities company. 18 6. INVESTMENT TRANSACTIONS Following is a summary of portfolio investment transactions during the years ended December 31, 1999 and 1998, respectively. There were no investment transactions during the year ended December 31, 2000.

During 1998, there was a two-for-one stock split on Intermedia Communications of Florida common stock. The Partnership's 6,535 remaining shares of common stock were converted into a total of 13,070 shares of common stock. 20 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None 21 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 of 1940, 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., 55, has been an Independent General Partner of the Partnership since February 1990. 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, 53, has served as an Independent General Partner of the Partnership since February 1990. 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, office buildings and apartment projects around the country. Mr. Kroenke is co-owner of the St. Louis Rams National Football League franchise. He serves as a member of the board of directors of Wal-Mart Stores, Inc., Bentonville, Arkansas; Central Bancompany, Jefferson City, Missouri; and Boone County National Bank, Columbia, Missouri. He is a trustee of the College of the Ozarks in Point Lookout, Missouri. He also serves on the boards of the Greater St. Louis Area Council Boy Scouts of America and the St. Louis Art Museum. Mr. Kroenke owns 4,000 Units. CIP Management, L.P., LLLP, (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. and Community Investment Partners III L.P., LLLP, which are also business development companies, and Community Investment Partners IV L.P., LLLP, an Employees' Securities 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. 22 The Directors and Officers of CIP Management, Inc. are as follows: Daniel A. Burkhardt, 53, President, Treasurer and Director of CIP Management, Inc. since October 1989 and general partner of CIP Management, L.P., LLLP since February 1990. He is a general partner of The Jones Financial Companies, L.L.L.P., the parent company of Edward D. Jones & Co., L.P. where he has specialized in investment banking and structuring investments since 1980. He is a director of SEMCO Energy, Inc. Mr. Burkhardt is the beneficial owner of 2,105 Units. Ray L. Robbins, Jr., 56, Vice President and Director of CIP Management, Inc. since October 1989. He is a general partner of The Jones Financial Companies, L.L.L.P., 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 Co-Chairman of the Edward D. Jones & Co., L.P. Investment Policy Committee. Mr. Robbins is a beneficial owner of 2,000 Units. Marilyn A. Gaffney, 42, Secretary of CIP Management, Inc. since October 1989. She is a Limited Partner of The Jones Financial Companies, L.L.L.P., the parent company of Edward D. Jones & Co., L.P., where she has been a senior investment adviser 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, 2001, the following parties are known by the Partnership to be the beneficial owners of more than 5% of the Units.

The Partnership is not aware of any arrangement which may, at a subsequent date, result in a change of control of the Partnership. 23 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Certain relationships and related transactions, described in Item 10, are herein incorporated by reference. 24 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., LLLP** (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. a. No reports on Form 8-K were filed during the quarter ended December 31, 2000. c. Exhibits filed as part of this report are included in Item (14)(a)(3) above. d. All financial statement schedules are omitted because they are not applicable or the required information is included in the balance sheet or notes thereto. 25 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 29th day of March, 2001. Community Investment Partners, L.P. By: CIP Management, L.P., LLLP, 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., LLLP, 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/ E. Stanley Kroenke ______________________________ Individual General Partner, E. Stanley Kroenke Community Investment Partners, L.P. 26 INDEX TO EXHIBITS

COMMUNITY INVESTMENT PARTNERS LP 10-K