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                       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 September 30, 1999

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

                          Commission File Number 0-7462

                               CPT HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)


               Minnesota                                 41-0972129
       (State of Incorporation)             (I.R.S. Employer Identification No.)


      680 Fifth Avenue, 8th Floor
          New York, New York                                10019
 (Address of principal executive office)                 (Zip code)


       Registrant's telephone number, including area code: (212) 931-5260


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  November  1, 1999  1,510,084  shares  of Common  Stock  were  issued  and
outstanding.

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<PAGE>


                          PART 1. FINANCIAL INFORMATION

ITEM 1: Financial Statements

                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        ($000's Except Per Share Amounts)


<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                             September 30,
                                                    1999                 1998
                                                    ----                 ----

<S>                                            <C>                    <C>
Net sales                                      $     20,744           $     27,009
Cost of sales                                        18,524                 23,567
                                               ------------           ------------
      Gross profit                                    2,220                  3,442
Selling, general and administrative                   1,318                  1,711
                                               ------------           ------------
      Operating income                                  902                  1,731
Other expense (income):
      Interest expense                                1,765                  1,867
      Minority interest                                 (94)                    37
      Other, net                                         43                     67
                                              -------------           ------------
Loss before income taxes                               (812)                  (240)
Income taxes                                              -                      -
                                              -------------           ------------
Net loss                                      $        (812)          $       (240)
                                              =============           ============

Loss per common share:

      Basic                                   $       (0.54)          $      (0.16)
                                              =============           ============

      Diluted                                 $       (0.54)          $      (0.16)
                                              =============           ============
</TABLE>





            See Notes to Unaudited Consolidated Financial Statements


<PAGE>


<TABLE>
<CAPTION>
                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                    ($000's)

                                                                             September 30,           June 30,
ASSETS                                                                            1999                 1999
------                                                                            ----                 ----
<S>                                                                        <C>                  <C>
Current assets:
       Cash and cash equivalents                                           $            59      $           117
       Receivables, net of allowances of $481 and $455,
           respectively                                                              6,969                7,263
       Inventories                                                                  11,175               10,542
       Other current assets                                                            609                  663
                                                                           ---------------      ---------------
       Total current assets                                                         18,812               18,585

Property, plant and equipment, net of accumulated depreciation of
       $15,452 and $14,472, respectively                                            39,893               38,865
Deferred financing costs, net of accumulated amortization
       of $555 and $479, respectively                                                1,201                1,075
Goodwill, net of accumulated amortization of
       $730 and $706, respectively                                                   1,153                1,177
Other assets                                                                           348                  348
                                                                           ---------------      ---------------
       Total assets                                                        $        61,407      $        60,050
                                                                           ===============      ===============

LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
       Accounts payable                                                    $         8,635      $         7,380
       Accrued expenses                                                              6,264                7,030
       Due to affiliates                                                               262                  253
       Current portion of long-term debt                                             2,918                2,691
                                                                           ---------------      ---------------

       Total current liabilities                                                    18,079               17,354

Long-term debt, net of current portion                                              54,342               52,804

Minority interest in consolidated subsidiaries                                       2,686                2,780

Shareholders' deficit:
       Common stock authorized 30,000,000 shares of $.05 par value
           each, 1,510,084 shares issued and outstanding                                76                   76
       Additional paid-in capital                                                    5,737                5,737
       Accumulated deficit                                                         (19,513)             (18,701)
                                                                           ---------------      ---------------
       Total shareholders' deficit                                                 (13,700)             (12,888)
                                                                           ---------------      ---------------
       Total liabilities and shareholders' deficit                         $        61,407      $        60,050
                                                                           ===============      ===============
</TABLE>



            See Notes to Unaudited Consolidated Financial Statements




<PAGE>



<TABLE>
<CAPTION>

                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                    ($000's)


                                                                                          Three Months Ended
                                                                                              September 30

                                                                                        1999              1998
                                                                                        ----              ----
<S>                                                                                 <C>                 <C>
Cash flows from operating activities:
     Net loss                                                                       $      (812)        $    (240)
     Adjustments to reconcile net loss to net
         cash provided by operations:
         Minority interest in (loss) earnings of subsidiaries                               (94)               37
         Depreciation and amortization                                                    1,124             1,110
     Changes in working capital:
         Decrease in receivables                                                            294               597
         Decrease (increase) in inventories                                                (633)              290
         Decrease (increase) in other current assets                                         54               (41)
         Decrease in accrued expenses                                                      (766)             (512)
         Increase (decrease) in accounts payable                                          1,264              (646)
                                                                                  -------------     -------------
         Net cash provided by operating activities                                          431               595
                                                                                  -------------     -------------
Cash flows from investing activities:
         Capital expenditures                                                            (2,008)             (389)
                                                                                  -------------     -------------
         Net cash used in investing activities                                           (2,008)             (389)
                                                                                  -------------     -------------
Cash flows from financing activities:
         Repayment of long-term obligations                                                (504)           (1,048)
         Payment of deferred financing costs                                               (202)                -
         Net borrowings under revolving credit facility                                   2,225               847
                                                                                  -------------     -------------
         Net cash provided by (used in) financing activities                              1,519              (201)
                                                                                  -------------     -------------
Net (decrease) increase in cash and cash equivalents                                        (58)                5
Cash and cash equivalents:
         Beginning of period                                                                117                37
                                                                                  -------------     -------------
         End of period                                                            $          59     $          42
                                                                                  =============     =============
Supplemental data - cash paid during the period for:
         Interest                                                                 $       1,334     $       1,472
                                                                                  =============     =============
         Income taxes                                                             $           -     $           -
                                                                                  =============     =============
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements



<PAGE>



                               CPT HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

   The accompanying  financial  statements include the accounts of CPT Holdings,
   Inc. and its direct and indirect  majority-owned  subsidiaries (the "Company"
   or "CPT"),  J&L Structural,  Inc. ("J&L"),  J&L Holdings Corp.  ("JLH"),  and
   Continuous Caster Corporation ("CCC"). All material intercompany transactions
   have been eliminated in consolidation.  The Company's  operations include two
   distinct business segments within its single indirect  operating  subsidiary,
   J&L: J&L Structural and Brighton. J&L Structural  manufactures and fabricates
   lightweight structural steel shapes which are distributed  principally to the
   manufactured  housing,  tractor  trailer  manufacturing  and  highway  safety
   systems  industries.  Brighton designs,  manufactures and sells steel piercer
   points which represent  disposable tooling used in the production of seamless
   steel  tubes used in the  petrochemical  industry.  CCC is a  majority-owned,
   indirect  subsidiary  which  holds  title  to 38 acres  of  undeveloped  land
   adjacent  to J&L  in  Aliquippa,  Pennsylvania.  The  accompanying  unaudited
   consolidated  financial  statements have been prepared in accordance with the
   instructions  for  Form  10-Q and  Article  10 of  Regulation  S-X and do not
   include  the  information  and  footnotes   required  by  generally  accepted
   accounting  principles for complete financial  statements.  In the opinion of
   management,  all adjustments (including normal recurring accruals) considered
   necessary  for a  fair  presentation  have  been  included.  The  results  of
   operations  for any  interim  period are not  necessarily  indicative  of the
   results  for  the  year.  Certain  amounts  included  in the  prior  periods'
   financial  statements  have been  reclassified  to conform  with the  current
   periods'  presentation.  These unaudited  consolidated  financial  statements
   should be read in conjunction with the consolidated  financial statements and
   related notes  included in the  Company's  Annual Report on Form 10-K for the
   year ended June 30, 1999.

2. Recent Accounting Standards

   In June 1998, the Financial  Accounting  Standards Board issued  Statement of
   Financial   Accounting   Standards  No.  133,   "Accounting   for  Derivative
   Instruments  and Hedging  Activities,"  which  provides a  comprehensive  and
   consistent  standard for the  recognition  and measurement of derivatives and
   hedging  activities  and requires  recognition  of all  derivatives as either
   assets or  liabilities  at fair  value.  The Company  has not  completed  the
   process of  evaluating  the impact that will result from the  adoption of the
   standard.  The standard will be effective for the Company for the year ending
   June 30, 2001.

3. Inventories

   Inventories consisted of the following (in $000's):

                                                 September 30,          June 30,
                                                     1999                 1999
                                                     ----                 ----
           Raw materials                         $   3,326            $  2,628
           Finished goods                            7,849               7,914
                                                     -----               -----
           Total                                  $ 11,175             $10,542
                                                  ========             =======


<PAGE>

<TABLE>
<CAPTION>

4. Long-Term Debt

   Long-term debt consisted of the following (in $000's):

                                                                       September 30,          June 30,
                                                                           1999                 1999
                                                                           ----                 ----
   <S>                                                            <C>                  <C>
   Senior term loan                                               $      18,547        $      19,000
   Subordinated term notes                                               23,000               23,000
   Revolving loan facility                                                7,855                5,630
   Fixed rate 13% debenture                                               6,730                6,730
   Unsecured revolving credit facility                                    1,000                1,000
   Deferred purchase money note                                             475                  475
   State loans                                                              486                  537
                                                                  -------------        -------------
                                                                         58,093               56,372
   Less current portion of long-term debt                                 2,918                2,691
   Less discounts on long-term debt                                         833                  877
                                                                  -------------        -------------
       Total                                                      $      54,342        $      52,804
                                                                  =============        =============
</TABLE>

   The Senior Term Loan, Revolving Loan Facility and the Subordinated Term Notes
   include certain provisions which,  among other things,  provide that J&L will
   maintain  certain  financial  ratios,  limit the  amount  of  annual  capital
   expenditures,  maintain a minimum  tangible net worth and limit the amount of
   shareholder distributions.  J&L remains in compliance with all of its various
   loan covenants as of September 30, 1999.

5. Litigation, Contingencies and Commitments

   The company is planning a mill upgrade that is expected to cost approximately
   $11,000,000.  As of September  30, 1999,  J&L  Structural  had open  purchase
   orders related to the mill upgrade of $9,853,000.

   The Company is involved in various legal actions arising in the normal course
   of business. While it is not possible to determine with certainty the outcome
   of these matters,  in the opinion of management,  the eventual  resolution of
   the claims and actions outstanding will not have a material adverse effect on
   the Company's financial position or operating results.

6. Earnings Per Share

   The following table sets forth the computation of basic and diluted  earnings
   per common share for the three months ended September 30, (in $000's,  except
   per share amounts):

<TABLE>
<CAPTION>
                                                                         1999              1998
                                                                         ----              ----
      Numerator:
      <S>                                                             <C>               <C>
      Net loss                                                        $    (812)        $    (240)
      Dilution on earnings resulting from subsidiary warrants                 -                 -
                                                                      ----------        ---------
      Net loss to common shareholders                                 $    (812)        $    (240)
                                                                      ==========        =========
      Denominator:
      Weighted average shares - Basic                                 1,510,084         1,510,084
      Effect of dilutive securities:
           Warrants                                                           -                 -
                                                                      ---------         ---------

      Weighted-average shares - Diluted                               1,510,084         1,510,084
                                                                     ==========         =========
      Loss per common share - Basic                                  $    (0.54)        $   (0.16)
                                                                     ==========         =========
      Loss per common share - Diluted                                $    (0.54)        $   (0.16)
                                                                     ==========         =========
</TABLE>


On April 1, 1995, the Company issued warrants  exercisable for 2,000,000  shares
of the  Company's  common  stock  for a  period  of ten  years  from the date of
issuance at $1 per share.

On February 1, 1996, the Company issued a warrant exercisable for 300,000 shares
of the  Company's  common  stock,  for a period  of ten  years  from the date of
issuance at $4 per share.

These warrants, which could potentially dilute earnings per share in the future,
were not included in the diluted computation either because the weighted average
price per share for the three months ended  September  30, 1999 and 1998 did not
exceed the exercise price or its effect would be antidilutive.

ITEM 2: Management's  Discussion and Analysis of Financial Condition And Results
Of Operations

Forward-Looking Statements

This  report  contains  forward-looking  statements  within  the  meaning of the
Private Securities  Litigation Reform Act of 1995.  Investors are cautioned that
any  forward-looking  statements,  including  statements  regarding  the intent,
belief,  or  current  expectations  of the  Company or its  management,  are not
guarantees of future performance and involve risks and  uncertainties,  and that
actual  results  may  differ  materially  from  those  in  the   forward-looking
statements as a result of various  factors  including,  but not limited to (i) a
significant  downturn  in  manufactured  housing  construction  and sales,  (ii)
significant negative pricing actions by competitors, (iii) billet cost increases
that J&L may not be able to pass  through  to its  customers  and (iv) Year 2000
issues.

Overview

During  the past  year,  the  steel  industry  as a whole  went  through  a very
tumultuous  time.   During  1998,  a  significant   decline  in   infrastructure
development  in Asia following a period of economic  turmoil in that  geographic
region caused a tremendous  impact on the worldwide flow of steel industry goods
and  materials.  From a domestic  perspective,  steel  scrap  exports of raw and
finished  steel to the United States  decreased  dramatically  which drove scrap
prices to their lowest point in twenty years. At the same time,  foreign exports
of raw and finished steel to the United States increased dramatically creating a
"buyer's market" and sending prices  significantly  lower.  Management  believes
that,  due  to  the  extremely  competitive   environment  which  has  resulted,
significant  structural  producers  are  reacting  to  lower  volume  and  heavy
competition  in the larger  structural  sections by  searching  for  alternative
distribution  outlets  or  markets  to  penetrate  such as those  served  by J&L
Structural.

J&L Structural has experienced a very aggressive  marketing  environment  during
calendar  1999 where  pricing  has  deteriorated  significantly.  In many cases,
however,  J&L  Structural  was  successful  in  maintaining  the majority of its
customer  volume which,  management  believes,  resulted  from J&L  Structural's
consistent focus on first-class customer service. Unfortunately,  some customers
place different  priorities on their supply chain,  and, as a result,  a certain
level of business volume was lost on pricing.

Over the past couple of years, J&L Structural has contemplated a variety of ways
to maintain its cost-competitive status in light of the evolution of its growing
niche markets.  During the fourth quarter of fiscal 1999, management approved an
$11.5 million plant upgrade project in Aliquippa which  management  expects will
allow for greater  throughput,  higher quality,  a broader product  offering and
process cost savings. The main features of the plant upgrade include a notch-bar
cooling bed, new universal mills, an automatic stacker line expansion,  shipping
magnets,  new sawing capability and other plant improvements.  The plant upgrade
project planning is well underway with a plant shutdown for installation and hot
commissioning  expected during January 2000. The capital necessary for the plant
upgrade is being furnished  primarily through a refinancing which closed on June
30, 1999 with a new senior lender plus  additional  support from state and local
financing.

Results of Operations

Net Sales

Net sales for the three month period ended September 30, were:

                                                 1999                      1998
                                                 ----                      ----
      J&L Structural                    $  19,513,000             $  25,822,000
      Brighton                              1,231,000                 1,187,000
                                        -------------             -------------
      Total                             $  20,744,000             $  27,009,000
                                        =============             =============

Net sales for J&L  Structural  decreased  by 24.4%  between  periods  reflecting
reduced shipping levels and reductions in sales prices.  Tonnage shipped for the
quarter ended  September 30, 1999 was down 15.7%  compared to the previous year.
Average sales prices for J&L  Structural's  products  decreased by 10.3% between
periods.  The decrease in sales primarily  reflects a softening in demand in the
manufactured  housing industry,  which is working through  inventory  management
issues. In addition, certain losses of customer volume have resulted from highly
competitive pricing described earlier.

Brighton's  sales increase of 3.7% primarily  reflects an increase in demand for
oil and gas  drilling  products  which were  driven by recent  increases  in oil
prices.

Gross Margins

Gross margins for the three month period ended September 30, were:

                                                      1999              1998
                                                      ----              ----
      J&L Structural                                  9.8%              12.1%
      Brighton                                       25.7%              25.9%
      Total                                          10.7%              12.7%

Gross margins for J&L declined  during the three months ended September 30, 1999
in  comparison  to the same  period in the prior  year.  The  decrease  in gross
margins  resulted  from the loss in  production  efficiences  caused by  reduced
production  volume.  Billet  costs,  which  comprise  approximately  65%  of J&L
Structural's  manufacturing  costs,  were 13.3% less per ton during the  current
quarter compared to the same period in the previous year.

Brighton's  gross  margins  decreased  slightly  from the  prior  period  due to
increases in raw material prices, primarily nickel.

Selling, General and Administrative Expense

Selling,  general  and  administrative  expenses  decreased  by  23.0%  over the
comparable period in the prior year. This decrease was due primarily to expenses
incurred in the prior year for  professional  fees related to a  sales/marketing
study, a management  information systems upgrade and legal costs associated with
an  arbitration  with a furnace  builder  which was  resolved  during the fourth
quarter of fiscal 1999.

Interest Expense

Interest expense decreased $102,000 during the first quarter of fiscal year 2000
compared  to the  same  period  in the  prior  fiscal  year.  The  decrease  was
attributable  primarily to a lower  borrowing  rate under the new senior  credit
facility. The new senior credit facility rates for J&L are based on a Eurodollar
rate plus 2.75% and 3.0% for the revolver and term note, respectively,  versus a
prime  rate plus 1.5% and 2.0% for the  revolver  and term  note,  respectively,
under the former senior credit facility.

Liquidity and Capital Resources

Cash flows from  operations  for the three months ended  September  30, 1999 and
1998 totaled $431,000 and $595,000, respectively. The decrease in cash flows for
the three month period ended  September  30, 1999 compared to the same period in
the prior  year was  primarily  attributed  to a larger  operating  loss for the
period offset by an increase in trade payables.

Cash used in investing  activities for the three months ended September 30, 1999
and 1998 totaled $2,008,000 and $389,000,  respectively.  During the three month
period ended September 30, 1999, net cash used in investing  activities reflects
normal maintenance capital spending of $226,000,  and expenditures of $2,132,000
related  to the  mill  upgrade  project  which  were  offset  by a  governmental
opportunity  grant of $350,000  received to assist in funding the mill  upgrade.
Investing  activities  during  the  comparable  period  in the  prior  year only
reflected normal maintenance capital spending.

Financing  activities  for the three  months ended  September  30, 1999 and 1998
totaled  net  cash  provided  of  $1,519,000  and net  cash  used  of  $201,000,
respectively.  During the three month period ended  September  30, 1999 net cash
flows  represent  $2,225,000 of borrowings  under the revolving  credit facility
offset by  scheduled  repayments  of  $504,000  for the  senior  term  loan.  In
addition,  $202,000 was paid for expenses  related to the  refinancing of senior
debt at June  30,  1999.  Outstanding  debt as of  September  30,  1999  totaled
$58,093,000  with related  interest  expense of  $1,689,000  for the period then
ended,  representing  an average  borrowing  rate  approximating  11.6% over the
period excluding the yield impact from amortization of deferred financing costs.

Cash and cash equivalents for the three months ended September 30, 1999 and 1998
totaled  $59,000  and  $42,000,   respectively.   Cash  availability  under  J&L
Structural's revolver totaled $2,471,000 as of September 30, 1999. The Company's
requirements  for cash  during the next  twelve  months  include  $2,918,000  of
principal  repayments  under the  senior  term  loan and  various  state  loans,
approximately  $600,000 of principal  repayments  under the  $8,000,000  capital
expenditure  loan  which is  anticipated  to be drawn  during  the third  fiscal
quarter,  approximately  $11,000,000 of estimated capital spending  comprised of
maintenance,  new product development, and the finalization of the mill upgrade,
and an estimated  $6,000,000 of cash interest expense.  Management  expects that
cash flows from  operations,  in  addition to  proceeds  provided  under the new
senior  credit  facility  and  funding  under  state and local  loan  assistance
programs,  will continue to satisfy the Company's requirements to fund necessary
operating expenses, debt service and capital expenditures in the future.

Recent Accounting Standards

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities," which provides a comprehensive and consistent standard
for the recognition  and  measurement of derivatives and hedging  activities and
requires  recognition of all derivatives as either assets or liabilities at fair
value.  The Company has not completed the process of evaluating  the impact that
will result from the adoption of the  standard.  The standard  will be effective
for the Company for the year ending June 30, 2001.

Year 2000 Disclosure

The Year 2000 problem concerns the inability of information systems to recognize
properly and process date-sensitive information beyond January 1, 2000.

State  of  Readiness:   During  1998,  the  Company  initiated  a  comprehensive
enterprise-wide  analysis to identify and resolve Year 2000 related issues.  The
scope of the program  included the  investigation  of all Company  functions and
products,  including  embedded  systems  that are not  traditionally  considered
information  technology systems. The detection phase of the program is complete.
The  corrective  action phase of the program began during the second  quarter of
fiscal 1999, and was substantially completed during the fourth quarter of fiscal
1999. The final updated test file with program changes has been  installed.  The
Company  continues  to  execute  a  testing  program  to  confirm  its  state of
readiness.  J&L has assessed the preparedness of its critical suppliers for Year
2000 through a thorough  inquiry process which has been completed with favorable
results.

Costs To Address  Year 2000 Issues:  Total cost of the program are  estimated to
have been $100,000. These costs were expensed as incurred.

Risks Associated With Year 2000 Issue:  While the Company expects to address all
Year 2000 risks  without  material  adverse  impact on  results  of  operations,
liquidity or financial condition,  there can be no assurances as to the ultimate
success  of the  program.  Uncertainties  exist as to the  Company's  ability to
detect all Year 2000 problems as well as its ability to achieve  successful  and
timely resolution of all Year 2000 issues.  Uncertainties  also exist concerning
the preparedness of the Company's critical suppliers in order to avoid Year 2000
related service and delivery interruptions.

A  "reasonably  likely  worst case"  scenario  of Year 2000 risks could  include
isolated  performance  problems with manufacturing or administrative  systems at
J&L,  isolated  interruption of deliveries  from critical  suppliers and product
liability  issues.  J&L plans to accumulate  finished goods inventory during the
quarter ended December 31, 1999 to maintain  adequate levels of inventory during
a plant shutdown  during January 2000 for the mill upgrade.  This finished goods
inventory buildup mitigates certain potential risks that could impact production
as a result  of the  year  2000.  The  Company  does  not  have  any  additional
contingency plans to address the year 2000.

Until the problems are  resolved  the  consequences  of these issues may include
increases in manufacturing  and  administrative  costs lost revenues,  and lower
cash receipts.  However, the Company is unable to quantify the potential effect,
which could be material,  of these items on results of operations,  liquidity or
financial condition, should one or more of these events happen.


<PAGE>


ITEM 3:  Quantitative and Qualitative Disclosures About Market Risk

The  Company's  primary  market  risk  exposure  is that of  interest  rate risk
associated with its various debt  instruments.  The Company has not entered into
any derivative financial instruments to manage its interest rate risks to date.

At September 30, 1999,  the Company's  total  outstanding  debt was comprised of
fixed  interest  rate  obligations  of  $31,691,000  and variable  interest rate
obligations of $26,402,000.

The table  below  provides  information  (in  thousands  of  dollars)  about the
Company's maturity schedule and fair values of its outstanding debt:

<TABLE>
<CAPTION>
              Variable Rate Debt                                                    Fixed Rate Debt
           -----------------------         ----------------------------------------------------------------
Year        Senior       Revolving                        Fixed Rate    Unsecured    Deferred
ending     Term Loan        Loan          Subordinated       13%        Revolving    Purchase        State
June 30                   Facility         Term Notes     Debenture       Credit    Money Note       Loans
                                                                         Facility
<S>        <C>          <C>               <C>            <C>           <C>          <C>           <C>
2000       $   2,035            -                  -             -             -            -     $     152
2001           2,714            -                  -             -             -            -           209
2002          13,798    $   7,855         $    1,500             -             -            -           125
2003               -            -              6,000     $   6,730     $   1,000    $     475             -
2004               -            -              6,000             -             -            -             -
Thereafter         -            -              9,500             -             -            -             -
           ---------    ---------         ----------     ---------     ---------    ---------     ---------

Total      $  18,547    $   7,855         $   23,000     $   6,730     $   1,000    $     475     $     486
           =========    =========         ==========     =========     =========    =========     =========


Fair       $  18,547    $   7,855         $   23,000     $   6,730     $   1,000    $     475     $     486
Value      =========    =========         ==========     =========     =========    =========     =========
</TABLE>


Based upon the  Company's  current level of variable rate debt, a 1% increase or
decrease  in  interest  rates will cause an  approximate  $264,000  increase  or
decrease in annual interest expense. At September 30, 1999, the weighted average
interest  rate for the  variable  rate and fixed rate debt was 8.24% and 12.82%,
respectively.


<PAGE>


PART II - OTHER INFORMATION

ITEM 1:   Legal Proceedings

The Company is involved in various legal actions arising in the normal course of
business.  While it is not possible to determine  with  certainty the outcome of
these  matters,  in the opinion of  management,  the eventual  resolution of the
claims and actions  outstanding  will not have a material  adverse effect on the
Company's financial position or operating results.

ITEM 2:   Changes in Securities

          None

ITEM 3:   Defaults Upon Senior Securities

          None

ITEM 4:   Submission of Matters to a Vote of Security Holders

          None

ITEM 5.   Other Information

          None


<PAGE>



ITEM 6:  Exhibits and Reports on Form 8-K

         (a)    Exhibits:
                Exhibit 27:  Financial Data Schedule for First Quarter 10-Q

         (b)    Reports on Form 8-K:  None


                                   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.


                                                     CPT HOLDINGS, INC.
         Dated:  November 12, 1999
                                                     By:  /s/ William L. Remley
                                                     --------------------------
                                                              William L. Remley

                                                     President & Treasurer