------------------------------------------------------------------------------

                       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 - December 31, 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  February  1, 2000  1,510,084  shares  of Common  Stock  were  issued  and
outstanding.

------------------------------------------------------------------------------

<PAGE>


                         PART 1. FINANCIAL INFORMATION

ITEM 1:    Financial Statements

                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                   (Unaudited)
                        ($000's Except Per Share Amounts)

                                      Three Months Ended          Six Months Ended
                                         December 31,               December 31,

                                         1999         1998        1999        1998
                                         ----         ----        ----        ----
<S>                                   <C>         <C>         <C>         <C>
Net sales .........................   $ 19,451    $ 23,996    $ 40,195    $ 51,005
Cost of sales .....................     17,666      20,694      36,190      44,261
                                      --------    --------    --------    --------
      Gross profit ................      1,785       3,302       4,005       6,744
Selling, general and administrative      1,485       1,783       2,856       3,565
                                      --------    --------    --------    --------
      Operating income ............        300       1,519       1,149       3,179
Other expense (income):
      Interest expense ............      1,740       1,860       3,505       3,727
      Minority interest ...........       (197)          1        (291)         38
      Other, net ..................          -           9         (10)          5
                                      --------    --------    --------    --------
Loss before income taxes ..........     (1,243)       (351)     (2,055)       (591)
Income taxes ......................          -           -           -           -
                                      --------    --------    --------    --------
Net loss ..........................   $ (1,243)   $   (351)     (2,055)   $   (591)
                                      ========    ========    ========    ========

Loss per common share:

      Basic and Diluted ...........   $  (0.82)   $  (0.23)   $  (1.36)   $  (0.39)
                                      ========    ========    ========    ========
</TABLE>





            See Notes to Unaudited Consolidated Financial Statements


<PAGE>


                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                   (Unaudited)

                                    ($000's)
<TABLE>
<CAPTION>

                                                                         December 31,   June 30,
ASSETS                                                                      1999          1999
------                                                                      ----          ----
<S>                                                                         <C>         <C>
Current assets:
       Cash and cash equivalents ........................................   $     50    $    117
       Receivables, net of allowances of $538 and $455, respectively           5,627       7,263
       Inventories ......................................................     10,613      10,542
       Other current assets .............................................        293         663
                                                                            --------    --------

       Total current assets .............................................     16,583      18,585

Property, plant and equipment, net of accumulated depreciation of $16,505
       and $14,472, respectively ........................................     42,288      38,865
Deferred financing costs, net of accumulated amortization
       of $605 and $479, respectively ...................................      1,187       1,075
Goodwill, net of accumulated amortization of
       $753 and $706, respectively ......................................      1,130       1,177
Other assets ............................................................        348         348
                                                                            --------    --------
       Total assets .....................................................   $ 61,536    $ 60,050
                                                                            ========    ========

LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
       Accounts payable .................................................   $ 10,713    $  7,380
       Accrued expenses .................................................      7,447       7,030
       Due to affiliates ................................................        271         253
       Current portion of long-term debt ................................      2,920       2,691
                                                                            --------    --------

       Total current liabilities ........................................     21,351      17,354

Long-term debt, net of current portion ..................................     52,639      52,804

Minority interest in consolidated subsidiaries ..........................      2,489       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 ..............................................    (20,756)    (18,701)
                                                                            --------    --------

       Total shareholders' deficit ......................................    (14,943)    (12,888)
                                                                            --------    --------

       Total liabilities and shareholders' deficit ......................   $ 61,536    $ 60,050
                                                                            ========    ========
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements


<PAGE>




                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                    ($000's)
<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                 December 31,

                                                                                1999        1998
                                                                                ----        ----
Cash flows from operating activities:
<S>                                                                           <C>        <C>
     Net loss .............................................................   $(2,055)   $  (591)
     Adjustments to reconcile net loss to net
         cash provided by operations:
         Minority interest in (loss) earnings of subsidiaries .............      (291)        38
         Depreciation and amortization ....................................     2,298      2,248
     Changes in working capital:
         Decrease in receivables ..........................................     1,636      3,180
         (Increase) decrease in inventories ...............................       (71)     2,154
         Decrease (increase) in other current assets ......................       370       (105)
         Increase (decrease) in accounts payable and accrued expenses .....     3,768     (3,580)
                                                                              -------    -------
         Net cash provided by operating activities ........................     5,655      3,344
                                                                              -------    -------
Cash flows from investing activities:
         Capital expenditures .............................................    (5,456)      (774)
                                                                              -------    -------
         Cash used in investing activities ................................    (5,456)      (774)
                                                                              -------    -------
Cash flows from financing activities:
         Repayment of long-term obligations ...............................    (1,231)    (2,117)
         Borrowings under long-term obligations ...........................       250          -
         Payment of deferred financing costs ..............................      (238)         -
         Net borrowings (repayments) under revolving credit facility ......       953       (416)
                                                                              -------    -------
         Net cash used in financing activities ............................      (266)    (2,533)
                                                                              -------    -------
Net (decrease) increase in cash and cash equivalents ......................       (67)        37
Cash and cash equivalents:
         Beginning of period ..............................................       117         37
                                                                              -------    -------
         End of period ....................................................   $    50    $    74
                                                                              =======    =======
Supplemental data - cash paid during the period for:
         Interest, net of capitalized interest of $77, and $0, respectively   $ 2,636    $ 2,908
                                                                              =======    =======
         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 Electric
     Steel Casting  ("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):

                                              December 31,           June 30,
                                                  1999                 1999
                                                  ----                 ----
     Raw materials                          $       1,795        $       2,628
     Finished goods                                 8,818                7,914
                                            -------------        -------------

     Total                                  $      10,613        $      10,542
                                            =============        =============



<PAGE>


4.   Long-Term Debt

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

                                                    December 31,       June 30,
                                                       1999              1999
                                                       ----              ----

     Senior Term Loan                               $   17,869        $  19,000
     Subordinated Term Notes                            23,000           23,000
     Revolving Loan Facility                             6,583            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                                           687              537
                                                    ----------       ----------
                                                        56,344           56,372
     Less current portion of long-term debt              2,920            2,691
     Less discounts on long-term debt                      785              877
                                                   -----------       ----------
         Total                                     $    52,639       $   52,804
                                                   ============      ==========

     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 December 31, 1999.

5.   Litigation, Contingencies and Commitments

     The Company is in the process of  completing a mill upgrade  during  fiscal
     year  2000  that is  expected  to  cost  approximately  $11,500,000.  As of
     December 31, 1999, J&L  Structural had open purchase  orders related to the
     mill upgrade of $7,837,735.

     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 (in $000's, except per share amounts):

<TABLE>
<CAPTION>
                                              Three months ended December 31,        Six months ended December 31,
                                                  1999               1998               1999               1998
                                                  ----               ----               ----               ----
     Numerator:
     <S>                                     <C>                <C>                <C>               <C>
     Net loss                                $     (1,243)      $       (351)      $     (2,055)     $       (591)
     Dilution on earnings resulting from
         subsidiary warrants                            -                  -                  -                 -
                                             -------------      -------------      -------------     -------------
     Net loss to common shareholders         $     (1,243)      $       (351)      $     (2,055)     $       (591)
                                             =============      =============      =============     =============
     Denominator:
     Weighted average shares - Basic            1,510,084          1,510,084          1,510,084         1,510,084
     Effect of dilutive securities:
          Warrants                                      -                  -                  -                 -
                                             ------------      -------------       ------------      ------------


     Weighted-average shares - Dilutive          1,510,084          1,510,084          1,510,084         1,510,084
                                             =============     ==============      =============     =============
     Loss per common share - Basic           $      (0.82)     $       (0.23)      $       (1.36)    $       (0.39)
                                             =============     ==============      =============     =============
     Loss per common share - Diluted         $      (0.82)     $       (0.23)      $       (1.36)    $       (0.39)
                                             =============     ==============      =============     =============

</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 or six months
ended December 31, 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) an
extended  significant  downturn in manufactured  housing construction and sales,
(ii) significant and extended negative pricing actions by competitors, and (iii)
billet cost increases that J&L may not be able to pass through to its customers.

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 from the United States decreased  dramatically  which drove scrap
prices to their lowest point in twenty years. At the same time,  foreign imports
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 resulted,  significant
structural producers reacted 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  experienced  a very  aggressive  marketing  environment  during
calendar 1999 where pricing deteriorated significantly.  In most 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.

During the Company's second fiscal quarter, steel scrap exports began to rebound
and trade constraints on foreign imports began to take effect. As a result,  raw
material  prices began to increase  along with  finished  product  pricing among
certain  structural  products,  mainly  wide  flange  beams.  At the same  time,
however, an industry-wide  downturn in manufactured  housing production began to
negatively   impact  our  Junior  Beam  demand.   This  downturn  resulted  from
overproduction by the manufactured  housing industry leaders as they were in the
process of  outfitting  a large  number of new retail  home  centers  which were
opened during 1997 and 1998.

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 majority of the
plant upgrade was completed  during January 2000. The capital  necessary for the
plant upgrade is being furnished  primarily through the 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 and six-month periods ended December 31, were:



                               Three Months Ended           Six Months Ended
                                   December 31,                December 31,
                                1999          1998          1999          1998
                                ----          ----          ----          ----
    J&L Structural         $17,789,000   $23,187,000   $37,302,000   $49,009,000
    Brighton .....           1,662,000       809,000     2,893,000     1,996,000
                           -----------   -----------   -----------   -----------
    Total ........         $19,451,000   $23,996,000   $40,195,000   $51,005,000
                           ===========   ===========   ===========   ===========


Net sales for three  months  and six  months  ended  December  31,  1999 for J&L
Structural  decreased  by 23.3% and  23.9%,  respectively,  over the  comparable
periods of the prior year reflecting  reduced  shipping levels and reductions in
sales prices. Tonnage shipped for the three months and six months ended December
31, 1999 was down 14.7% and 15.2%, respectively,  compared to the previous year.
Average sales prices for the three months and six months ended December 31, 1999
for J&L Structural's  products  decreased by 10.1% and 10.2%,  respectively over
the  comparable  periods in the prior  year.  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 above.

Brighton's  sales for the three months and six months  ended  December 31, 1999,
increased by 105.4% and 44.9%, respectively,  over the comparable periods in the
prior year.  The increase  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 and six month periods ended December 31, were:

                                  Three Months Ended       Six Months Ended
                                      December 31,            December 31,
                                    1999      1998          1999      1998
                                    ----      ----          ----      ----
    J&L Structural                  7.8%     13.5%          8.7%     12.8%
    Brighton                       25.8%     22.5%         25.8%     24.5%
    Total                           9.2%     13.8%         10.0%     13.2%

Gross  margins for the three months and six months  ended  December 31, 1999 for
J&L Structural declined 5.7% and 4.1%,  respectively,  in comparison to the same
period in the prior year. The decrease in gross margins resulted  primarily from
a highly  competitive  environment and loss in production  efficiences caused by
reduced production volume. Billet costs, which comprise approximately 65% of J&L
Structural's  manufacturing  costs per ton for the three  months  and six months
ended December 31, 1999 were down 6.5% and 10.2%, respectively,  compared to the
same periods in the previous year.

Brighton's  gross  margins  increased  from the previous  year due  primarily to
production efficiencies realized as a result of higher volumes.

Selling, General and Administrative Expense

Selling,  general and administrative  expenses decreased 16.7% and 19.9% for the
three and six-month  periods ended December 31, 1999 over the comparable  period
in the prior year.  This  decrease  was due  primarily to a reduction in Finance
Department  staff  in  1999  and  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 year 1999.

Interest Expense

Interest  expense  decreased  $120,000 and $222,000 for the three and  six-month
periods ended  December 31, 1999,  respectively,  compared to the same period in
the prior  fiscal  year.  The  decrease  was  attributable  primarily to a lower
borrowing  rate in the current  period under the new senior credit  facility and
the  capitalization of $77,000 in interest related to the mill upgrade.  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

Net cash flows provided by operations for the six months ended December 31, 1999
and 1998 totaled $5,655,000 and $3,344,000,  respectively.  The increase in cash
flows for the period compared to the same period in the prior year was primarily
attributable to increases in trade payables for the period partially offset by a
large operating loss.

Cash used in investing activities for the six months ended December 31, 1999 and
1998 totaled $5,456,000 and $774,000, respectively.  During the six-month period
ended December 31, 1999, net cash used in investing  activities  reflects normal
maintenance capital spending of $555,000, and expenditures of $4,901,000 related
to the mill upgrade project.  Investing  activities during the comparable period
in the prior year only reflected normal maintenance capital spending.

Net cash used in financing activities for the six months ended December 31, 1999
and 1998  totaled  $266,000  and  $2,533,000,  respectively.  During the current
period net cash flows  represent net  borrowings of $953,000 under the revolving
credit  facility and $250,000 of new state loans offset by scheduled  repayments
of  $1,231,000  for the senior term loan and various  state loans.  In addition,
$238,000 was paid for expenses related to the refinancing of senior debt in June
1999  and a new  state  loan  in  December  1999.  The  average  borrowing  rate
approximated 11.4% over the period which was computed excluding the yield impact
from amortization of deferred financing costs and capitalized interest.

Cash and cash  equivalents  at December  31, 1999 and 1998  totaled  $50,000 and
$74,000, respectively. Cash availability under J&L Structural's revolver totaled
approximately $2,100,000 as of December 31, 1999. The Company's requirements for
cash during the next twelve months  include  $2,920,000 of principal  repayments
under the senior term loan and various state loans,  approximately $1,101,000 of
principal  repayments  under the $8,000,000  capital  expenditure  loan which is
anticipated  to be drawn down  completely by the fiscal year end,  approximately
$10,000,000 of estimated capital spending comprised of maintenance,  new product
development,  and  the  finalization  of the  mill  upgrade,  and  an  estimated
$5,500,000 of cash interest expense to unaffiliated lenders.  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

As described in the Form 10-K for the year ended June 30, 1999,  the Company had
developed plans to address the possible  exposures  related to the impact on its
computer systems of the year 2000. Since entering the year 2000, the Company has
not  experienced  any major  disruptions  to its business nor is it aware of any
significant year 2000-related disruptions impacting its customers and suppliers.
Furthermore,  the Company did not experience any material  impact on inventories
at calendar year end. The Company will continue to monitor its critical  systems
over the next several months but does not anticipate any significant impacts due
to year 2000 exposures from its internal  systems as well as from the activities
of its suppliers and customers.  Costs incurred to achieve year 2000  readiness,
which include  contractor costs to modify existing systems and costs of internal
resources  dedicated to achieving year 2000 compliance,  were charged to expense
as incurred.  Such costs totaled approximately $80,000 and were largely incurred
in the last twelve months.


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 December 31, 1999,  the  Company's  total  outstanding  debt was comprised of
fixed  interest  rate  obligations  of  $31,892,000  and variable  interest rate
obligations of $24,452,000.


<PAGE>


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        Subordinated      13%       Revolving    Purchase      State
June 30          Loan        Facility        Term Notes   Debenture     Credit     Money Note     Loans
                                                                       Facility

<S>             <C>          <C>              <C>         <C>          <C>          <C>          <C>
 2000           $ 1,357            -                -           -            -            -      $   121
 2001             2,714            -                -           -            -            -          256
 2002            13,798      $ 6,583          $ 1,500           -            -            -          174
 2003                 -            -            6,000     $ 6,730      $ 1,000      $   475           51
 2004                 -            -            6,000           -            -            -           53
 Thereafter           -            -            9,500           -            -            -           32
                -------      -------          -------     -------      -------      -------      -------
 Total          $17,869      $ 6,583          $23,000     $ 6,730      $ 1,000      $   475      $   687
                =======      =======          =======     =======      =======      =======      =======

 Fair Value     $17,869      $ 6,583          $23,000     $ 6,730      $ 1,000      $   475      $   687
                =======      =======          =======     =======      =======      =======      =======
</TABLE>

Based upon the  Company's  current level of variable rate debt, a 1% increase or
decrease  in  interest  rates will cause an  approximate  $245,000  increase  or
decrease in annual interest expense. For the six months ended December 31, 1999,
the weighted average interest rate for the variable rate and fixed rate debt was
8.63% and 12.76%, respectively.

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

ITEM 6:  Exhibits and Reports on Form 8-K

         (a)      Exhibits:
                  Exhibit 27: Financial Data Schedule for Second 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:  February 11, 2000
                                                      By:  /s/ William L. Remley
                                                      --------------------------
                                                               William L. Remley

                                                      President & Treasurer