<PAGE>

                                 UNITED STATES
                      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
                                              ------------------

                                       OR

 _____  Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

                    Commission file number         33-85492
                                             --------------------


                            CP LIMITED PARTNERSHIP
            (Exact name of Registrant as specified in its charter)



         MARYLAND                                          38-3140664
  (State or other jurisdiction                             (IRS Employer
of incorporation or organization)                       (Identification No.)


             6160 South Syracuse Way, Greenwood Village, CO 80111
         (Address of principal executive offices, including zip code)

                                (303) 741-3707
             (Registrant's telephone number, including area code)

        Indicate by check mark whether the Registrant:  (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes  X     No
                                             -----
<PAGE>

                            CP LIMITED PARTNERSHIP
                                   FORM 10-Q
                                     INDEX

<TABLE>
<CAPTION>
<S>                                                                                          <C>
                                                                                             Page Number
                                                                                             -----------
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

         Condensed Consolidated Statements of Income for the Three and Nine
                Months Ended September 30, 1999 and 1998                                           1
         Condensed Consolidated Balance Sheets as of September 30, 1999 and
                December 31, 1998                                                                  2
         Condensed Consolidated Statements of Cash Flows for the Nine Months
                Ended September 30, 1999 and 1998                                                  3
         Notes to Condensed Consolidated Financial Statements                                     4-6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                      7-12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                13

PART II.         OTHER INFORMATION                                                                 14

SIGNATURES                                                                                         15
</TABLE>
<PAGE>

                        PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

                            CP LIMITED PARTNERSHIP

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                    (IN THOUSANDS, EXCEPT PER OP UNIT DATA)
<TABLE>
<CAPTION>
<S>                                                        <C>                  <C>                     <C>          <C>
                                                                  Three Months Ended                       Nine Months Ended
                                                                     September 30,                            September 30,
                                                           -------------------------------              -----------------------
                                                              1999                 1998                   1999          1998
                                                           ----------           ----------              ----------   ----------
Revenues:
   Rental income                                           $   44,607           $   42,729              $  132,896   $  124,036
   Management fee, interest and other income                    3,499                1,336                   7,655        3,983
                                                           ----------           ----------              ----------   ----------
                                                               48,106               44,065                 140,551      128,019
Expenses:
   Property operating and maintenance                          13,218               12,631                  37,792       35,517
   Real estate taxes                                            3,115                3,136                   9,488        9,162
   Depreciation and amortization                               10,383               10,577                  31,032       29,535
   Administrative                                               2,863                1,639                   7,170        5,762
   Interest and related amortization                            7,618                7,670                  23,707       23,226
                                                           ----------           ----------              ----------   ----------
                                                               37,197               35,653                 109,189      103,202
                                                           ----------           ----------              ----------   ----------

Income before net gain on sales of properties                  10,909                8,412                  31,362       24,817
Net gain on sales of properties                                     -                    -                   2,805            -
                                                           ----------           ----------              ----------   ----------

Net income                                                     10,909                8,412                  34,167       24,817

   Preferred OP Units                                           1,523                1,523                   4,570        2,725
                                                           ----------           ----------              ----------   ----------
Net income attributed to common OP Unitholders             $    9,386           $    6,889              $   29,597   $   22,092
                                                           ==========           ==========              ==========   ==========

Net income attributed to common OP Unitholders:

   General Partner                                         $    8,349           $    6,080                  26,301       19,570
   Limited Partners                                             1,037                  809                   3,296        2,522
                                                           ----------           ----------              ----------   ----------
                                                           $    9,386           $    6,889              $   29,597   $   22,092
                                                           ==========           ==========              ==========   ==========

OP Unit information:

   Basic earnings per common OP Unit                       $      .30           $      .22              $      .94   $      .72
                                                           ==========           ==========              ==========   ==========

   Diluted earnings per common OP Unit                     $      .30           $     . 22              $      .93   $      .72
                                                           ==========           ==========              ==========   ==========

   Distribution declared per common
     OP Unit outstanding                                   $     .485           $     .455              $    1.455   $    1.365
                                                           ==========           ==========              ==========   ==========

   Weighted average common
     OP Units outstanding - assuming dilution                  31,760               31,337                  31,731       30,751
                                                           ==========           ==========              ==========   ==========
</TABLE>

   The accompanying notes are an integral part of the financial statements.

                                       1
<PAGE>

                            CP LIMITED PARTNERSHIP

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
<S>                                                                        <C>                         <C>

                                                                           September 30,               December 31,
                        ASSETS                                                1999                        1998
                                                                           -------------               ------------

Rental property:
    Land                                                                   $     134,827               $    135,444
    Land and improvements for expansion sites                                     22,856                     22,184
    Depreciable property                                                         879,126                    868,881
                                                                           -------------               ------------
                                                                               1,036,809                  1,026,509
        Less accumulated depreciation                                            181,165                    151,260
                                                                           -------------               ------------

        Net rental property                                                      855,644                    875,249

Cash and cash equivalents                                                          2,593                        450
Receivables                                                                        3,384                      3,123
Notes receivable                                                                   8,873                      7,163
Investment in and advances to affiliates                                         104,991                     65,473
Prepaid expenses and other assets                                                  8,496                      7,736
                                                                           -------------               ------------
          Total assets                                                     $     983,981               $    959,194
                                                                           =============               ============

                        LIABILITIES

Debt                                                                       $     461,726               $    427,778
Accounts payable and accrued expenses                                             21,336                     21,030
Rents received in advance and security deposits                                    8,934                      6,898
Distributions payable                                                             16,115                     15,078
                                                                           -------------               ------------
          Total liabilities                                                      508,111                    470,784

PARTNERS' CAPITAL, Unlimited authorized units; 31,606,617 and 31,459,888
    Common OP units outstanding at September 30, 1999 and December
    31, 1998, respectively;  1,500,000 Preferred OP Units outstanding
    at September 30, 1999 and December 31, 1998, respectively
        General partner                                                          357,508                    367,935
        Limited partners                                                          45,360                     47,473
        Preferred OP Units, Series A                                              73,002                     73,002
                                                                           -------------               ------------

          Total partners' capital                                                475,870                    488,410
                                                                           -------------               ------------
          Total liabilities and partners' capital                          $     983,981               $    959,194
                                                                           =============               ============
</TABLE>

                    The accompanying notes are an integral
                       part of the financial statements.

                                       2
<PAGE>

                            CP LIMITED PARTNERSHIP

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998.
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                Nine Months Ended
                                                                                  September 30,
                                                                             ----------------------
                                                                                1999         1998
                                                                             ----------  ----------
<S>                                                         <C>
Cash flows from operating activities:
   Net income                                                                $   29,597  $   22,854
   Adjustments to reconcile net income to net cash
      provided by operating activities:
   Gain on sale of property                                                      (2,805)          -
   Depreciation and amortization                                                 31,032      29,535
   Amortization of debt issuance costs                                              575         567
   Increase in operating assets                                                  (3,959)     (5,416)
   Increase in operating liabilities                                              2,342       6,449
                                                                             ----------  ----------
        Net cash provided by operating activities                                56,782      53,989

Cash flows from financing activities:
   Borrowings on the line of credit                                              84,318      83,917
   Payments on the line credit                                                  (26,048)    (94,800)
   Payoff of mortgages and other debt                                           (23,448)     (1,390)
   Mortgage principal payments                                                     (874)     (1,716)
   Distributions to OP Unitholders                                              (44,914)    (40,104)
   Common OP Units reacquired and retired                                           (76)       (932)
   Proceeds from the issuance of common OP Units                                      -      53,777
   Net Proceeds from the issuance of Preferred OP Units                               -      73,002
   Other financing activities                                                     2,563         203
                                                                             ----------  ----------
        Net cash (used in) provided by financing activities                      (8,479)     71,957

Cash flows from investing activities:
   Acquisition of rental properties                                              (6,228)   (109,033)
   Additions to rental property                                                 (13,883)     (9,195)
   Disposition of rental property                                                13,201           -
   Investment in and advances to joint ventures/affiliates                      (39,250)    (22,214)
                                                                             ----------  ----------

        Net cash used in investing activities                                   (46,160)   (140,442)
                                                                             ----------  ----------

Increase (decrease) in cash and cash equivalents                                  2,143     (14,496)
Cash and cash equivalents, beginning of period                                      450      14,910
                                                                             ----------  ----------
Cash and cash equivalents, end of period                                     $    2,593  $      414
                                                                             ==========  ==========

Supplemental cash flow information:
Fair Market Value of OP Units issued in connection
      with acquisitions/development                                          $    1,327  $   28,927
                                                                             ==========  ==========
Debt assumed in connection with acquisitions                                 $        -  $   32,579
                                                                             ==========  ==========
</TABLE>
                    The accompanying notes are an integral
                       part of the financial statements.

                                       3
<PAGE>

                            CP LIMITED PARTNERSHIP

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Presentation:
    ----------------------

    The accompanying unaudited condensed consolidated financial statements of CP
    Limited Partnership (the "Company"), have been prepared in accordance with
    generally accepted accounting principles for interim financial information
    and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
    Accordingly, they do not include all of the information and footnotes
    required by generally accepted accounting principles for complete financial
    statements.  In the opinion of management, all adjustments considered
    necessary for a fair presentation have been included, and such adjustments
    are of a normal recurring nature.  The year-end condensed consolidated
    balance sheet was derived from audited consolidated financial statements,
    but does not include all disclosures required by generally accepted
    accounting principles. For further information, refer to the consolidated
    financial statements and footnotes thereto included in the Company's annual
    report on Form 10-K for the year ended December 31, 1998.  Chateau
    Communities, Inc. ("Chateau"), a Real Estate Investment Trust ("REIT") is
    the sole general partner of the Company.

2.  Rental Property
    ---------------

     On April 15, 1999 the Company sold one manufactured home community located
     at Bradenton, Florida with 295 home sites for a gross sales price of $8.5
     million, resulting in a gain of $3.1 million.

     On April 1, 1999, the Company purchased a manufactured home community
     located in Montgomery, Alabama with 309 homesites for a purchase price of
     approximately $4 million.

     On January 25, 1999, the Company sold one manufactured home community
     located in Melbourne, Florida with 217 sites for a gross sales price of
     $3.2 million.  Upon the sale of the property, the Company recognized a net
     loss of $336,000.

     As of September 30, 1999, the Company owned 164 communities with an
     aggregate of 51,296 residential homesites and 1,359 park model/RV sites.
     In addition, it fee managed approximately 9,200 residential homesites and
     175 park model/RV sites in 43 communities.

3.  Equity Transactions:
    --------------------

     On August 18, 1999, the Company declared a cash distribution of $.485 per
     OP Unit to OP Unitholders of record as of September 30, 1999.  The
     distribution was paid on October 15, 1999, and is included in the
     distributions payable in the accompanying condensed consolidated balance
     sheet as of September 30, 1999.

     On May 20, 1999, the Company declared a cash distribution of $.485 per OP
     Unit to OP Unitholders of record as of June 30, 1999.  The distribution was
     paid on July 15, 1999.

     On February 25, 1999, the Company declared a cash distribution of $.485 per
     OP Unit to OP Unitholders of record as of March 31, 1999.  The distribution
     was paid on April 14, 1999.

     On November 18, 1998, the Company declared a cash distribution of $.455 per
     OP Unit to OP Unitholders of record as of December 28, 1998.  The
     distribution was paid on January 15, 1999, and is included in distributions
     payable in the accompanying condensed consolidated balance sheet as of
     December 31, 1998.

                                       4
<PAGE>

                            CP LIMITED PARTNERSHIP

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  __________
<TABLE>
<CAPTION>

3. Equity Transactions Continued:
   ------------------------------

      (In thousands, except per OP Unit data)                                For the three months ended September 30,
                                                                            ----------------------------------------
                                                                                1999                        1998
                                                                            ------------                ------------
<S>                                                                         <C>                         <C>
      Basic EPS:

        Net income available to common OP Unitholders                       $      9,386                $      6,889
                                                                            ============                ============

        Weighted average common OP Units - basic                                  31,609                      31,169
                                                                            ============                ============

        Per OP Unit - basic                                                 $        .30                $        .22
                                                                            ============                ============

      Diluted EPS:

        Net Income available to common OP Unitholders                       $      9,386                $      6,889
                                                                            ============                ============

        Weighted average common OP Units outstanding                              31,609                      31,169
        Dilutive Chateau employee stock options                                      151                         168
                                                                            ------------                ------------
        Weighted average common OP
          Units - assuming dilution                                               31,760                      31,337
                                                                            ============                ============

        Per OP Unit - assuming dilution                                     $        .30                $        .22
                                                                            ============                ============


                                                                            For the three months ended September 30,
                                                                            ----------------------------------------
                                                                                1999                        1998
                                                                            ------------                ------------
      Basic EPS:

        Net income available to common OP Unitholders                       $     29,597                $     22,092
                                                                            ============                ============

        Weighted average common OP Units - basic                                  31,564                      30,556
                                                                            ============                ============

        Per OP Unit - basic                                                 $        .94                $        .72
                                                                            ============                ============

      Diluted EPS:

        Net income available to common OP Unitholders                       $     29,597                $     22,092
                                                                            ============                ============

        Weighted average common OP Units outstanding                              31,564                      30,556
        Dilutive Chateau employee stock options                                      167                         195
                                                                            ------------                ------------
        Weighted average common OP
          Units - assuming dilution                                               31,731                      30,751
                                                                            ------------                ------------

        Per OP Unit - assuming dilution                                     $        .93                $        .72
                                                                            ============                ============
</TABLE>

                                       5
<PAGE>

                            CP LIMITED PARTNERSHIP

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued

4.     Debt:
       -----
       The following table sets forth certain information regarding debt of the
       Company at September 30, 1999.
<TABLE>
<CAPTION>
<S>                               <C>                 <C>            <C>
                                  Weighted Average
Dollars in thousands:               Interest Rate     Maturity Date  Principal Balance
                                  ----------------    -------------  -----------------


       Fixed Rate Mortgage Debt               7.62 %      2000-2011           $106,058
       Unsecured Senior Notes                 7.46 %      2000-2004            245,000
       Unsecured Lines of Credit              6.21 %              -             95,005
       Other notes payable                  various         various             15,663
                                                                         -------------

                                                                            $  461,726
                                                                         =============
</TABLE>
5.     Subsequent Event:
       -----------------


       On October 19, 1999, the Company completed the acquisition of Greenpark
       South, a community located in Alabama with 315 homesites and
       approximately 76 expandable sites, for approximately $8.7 million.

       In order to finance this acquisition, as well as increased advances to
       its affiliates, the Company entered into a $15 million bridge loan. This
       bridge loan is with its primary lender, Bank One NA, bears interest at
       6.71% and matures on November 29, 1999. The Company expects its
       affiliates to repay advances sufficient to retire the bridge loan at
       maturity.

                                       6
<PAGE>

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

The following discussion should be read in conjunction with the consolidated
financial statements and Notes thereto included elsewhere in this Quarterly
Report.  Certain statements in this discussion constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements may involve the Company's
plans, objectives and expectations, which are dependent upon a number of
factors, including site expansions, acquisitions, development and other new
business initiatives that are subject to a number of contingency factors such as
the effects of national and local economic conditions, changes in interest
rates, supply and demand for affordable housing and the condition of the capital
markets that may prevent the Company from achieving its objectives.

Results of Operations

The following table summarizes certain information relative to the Company's
properties as of and for the three and nine months ended September 30, 1999 and
1998.  The Company considers all communities owned by the Company at the
beginning of the period as the "Core Portfolio."

<TABLE>
<CAPTION>
                                                Core Portfolio                                Total
                                      ----------------------------------       -----------------------------------
                                           1999              1998                    1999               1998
                                      --------------  ------------------       -----------------  ----------------
<S>                                   <C>             <C>                      <C>                <C>
Dollars in thousands, except per site

As of September 30,
Number of communities                            163                 163                     164               166
Total manufactured homesites                  50,986              50,535                  51,296            51,154
Occupied sites                                46,890              46,588                  47,143            47,100
Occupancy %                                     92.0%               92.2%                   91.9%             92.1%

For the three months ended September 30,
Rental income                               $ 44,480            $ 42,224                $ 44,607          $ 42,729
Property operating expenses                 $ 16,271            $ 15,545                $ 16,333          $ 15,767
Net operating income                        $ 28,209            $ 26,679                $ 28,274          $ 26,962
Weighted average monthly rent per           $    305            $    293                $    304          $    294
 site

For the nine months ended September 30,
Rental income                               $121,374            $115,677                $132,896          $124,036
Property operating expenses                 $ 43,407            $ 41,690                $ 47,280          $ 44,679
Net operating income                        $ 77,967            $ 73,987                $ 85,616          $ 79,357
Weighted average monthly rent per           $    306            $    294                $    301          $    292
 site
</TABLE>
Comparison of three months ended September 30, 1999 to three months ended
September 30, 1998

For the three months ended September 30, 1999, net income was $10,909,000 an
increase of $2,497,000 from the three months ended September 30, 1998.  The
increase was due primarily to increased net operating income from the Core
Portfolio.  The increase in net operating income in the Company's Core Portfolio
is primarily due to increases in occupancy and rental increases partially offset
by general operating expense increases.

                                       7
<PAGE>

Rental revenue for the three months ended September 30, 1999 was $44,607,000, an
increase of $1,878,000 from the three months ended September 30, 1998.  The
increase is primarily due to rental increases and occupancy gains in the
Company's Core Portfolio.

Weighted average occupancy for the three months ended September 30, 1999 was
47,159 sites compared with 46,955 sites for the same period in 1998. The
occupancy rate was 91.9 percent on 51,296 sites as of September 30, 1999,
compared to 92.1 percent on 51,154 sites as of September 30, 1998.  The
occupancy rate on the stabilized portfolio was 93.5 percent as of September 30,
1999. The stabilized portfolio includes communities where the Company does not
have, or has not recently had, expansion of the community.  On a per site basis,
weighted average monthly rental revenue for the three months ended September 30,
1999 was $304 compared with $294 in the same period of 1998. For the Company's
Core Portfolio, on a per site basis, weighted average monthly rental revenue for
the three months ended September 30, 1999 was $305 compared with $293 for the
same period in 1998, an increase of 4.1 percent.

Management fee, interest and other income primarily includes management and
transaction fee income for the management of 43 manufactured home communities,
equity earnings from the Company's sales subsidiary and interest income on notes
receivable and advances to joint ventures/affiliates.  The increase in the three
months ended September 30, 1999 from the same period in 1998 is due primarily to
increased development activities in which the Company funds the development of
joint ventures and increased management and transaction fee income.

Property operating and maintenance expense for the three months ended September
30, 1999 increased by $587,000 or 4.7 percent from the same period a year ago.
The majority of the increase was due to increases in the Company's Core
Portfolio.

Administrative expense for the three months ended September 30, 1999 increased
by $1,224,000 from the same period a year ago.  Administrative expense in 1999
was 6.0 percent of revenues as compared to 3.7 percent in 1998.

Depreciation and amortization expense for the three months ended September 30,
1999 decreased $194,000 from the same period a year ago.  Depreciation expense
as a percentage of average depreciable rental property in 1999 remained
relatively unchanged from 1998.

Comparison of nine months ended September 30, 1999 to nine months ended
September 30, 1998

For the nine months ended September 30, 1999, net income was $34,167,000, an
increase of $9,350,000 from the nine months ended September 30, 1998.  The
increase was due primarily to acquisitions and increased net operating income
from the Core Portfolio as well as a net gain recorded on the sales of two
properties.  The increase in net operating income in the Company's Core
Portfolio is primarily due to increases in occupancy and rental increases
partially offset by general operating expense increases.

                                       8
<PAGE>

Rental revenue for the nine months ended September 30, 1999 was $132,896,000, an
increase of $8,860,000 from the nine months ended September 30, 1998.
Approximately 35 percent of the increase was due to acquisitions, net of
dispositions, and the remaining 65 percent was due to rental increases and
occupancy gains in the Company's Core Portfolio.

Weighted average occupancy for the nine months ended September 30, 1999 was
47,126 sites compared with 45,481 sites for the same period in 1998. On a per
site basis, weighted average monthly rental revenue for the nine months ended
September 30, 1999 was $301 compared with $292 in the same period of 1998. For
the Company's Core Portfolio, on a per site basis, weighted average monthly
rental revenue for the nine months ended September 30, 1999 was $306 compared
with $294 for the same period in 1998, an increase of 4.0 percent.

Property operating and maintenance expense for the nine months ended September
30, 1999 increased by $2,275,000 or 6.4 percent from the same period a year ago.
The majority of the increase was due to the 1998 acquisitions and increases in
the Company's Core Portfolio.

Real estate taxes for the nine months ended September 30, 1999, increased by
$326,000 or 3.6 percent from the nine months ended September 30, 1998.  On a per
site basis, monthly weighted real estate taxes were $22.37 for the nine months
ended September 30, 1999 compared to $22.38 for the same period in 1998. Real
estate taxes may increase or decrease due to inflation, expansions and
improvements of communities, as well as changes in taxation in the tax
jurisdictions in which the Company operates.

Administrative expense for the nine months ended September 30, 1999 increased by
approximately $1,408,000 from the same period a year ago.  Administrative
expense in 1999 was 5.1 percent of revenues as compared to 4.5 percent in 1998.

Interest and related amortization costs increased for the nine months ended
September 30, 1999 by $481,000, as compared with the nine months ended September
30, 1998.  The increase was due to financing of acquisitions, advances to
affiliates and development activity.  Interest expense as a percentage of
average debt outstanding decreased to approximately 7.3 percent in 1999 from
approximately 7.7 percent in 1998.  The decrease is due to higher borrowing on
the lines of credit as a percentage of total debt and the payoff of higher rate
mortgages.

Depreciation and amortization expense for the nine months ended September 30,
1999 increased $1,497,000 from the same period a year ago.  The increase is
directly attributable to the 1998 acquisitions.  Depreciation expense as a
percentage of average depreciable rental property in 1999 remained relatively
unchanged from 1998.

Liquidity and Capital Resources

Net cash provided by operating activities was $56,782,000 for the nine months
ended September 30, 1999, compared with $53,989,000 for the nine months ended
September 30, 1998.  The increase in cash provided by operating activities was
due primarily to the increase in net operating income.

Net cash used in financing activities for the nine months ended September 30,
1999 was $8,479,000.  This was due primarily to $44,914,000 in distributions
paid to common OP Unitholders in the first nine months of 1999, the payoff of
mortgage and other debt of $23,448,000 offset partially by net borrowings on the
lines of credit of $58,270,000.

                                       9
<PAGE>

Net cash used in investing activities for the nine months ended September 30,
1999 was $46,160,000.  This amount represented joint venture advances, capital
expenditures and construction and development costs.  For the nine months ended
September 30, 1999, acquisition costs were $6.2 million, including the
acquisition of  one manufactured home community with 309 homesites for a
purchase price of $4.0 million.  Construction and development costs were
approximately $7.4 million, recurring property capital expenditures were
approximately $5.2 million, and advances to joint ventures and affiliates,
including construction costs were $39.2 million. Capital expenditures have
historically been financed with funds from operations and it is the Company's
intention that such future expenditures will be financed with funds from
operations.

The Company has available a line of credit with Bank One, N.A., acting as lead
agent, for $100 million (the "Bank One Credit Facility"). The interest rate on
the Bank One Credit Facility is LIBOR plus 80 basis points.  In addition, the
Company has a $7.5 million revolving line of credit from US Bank which bears
interest at a rate of LIBOR plus 125 basis points (the "USB Facility" and,
together with the Bank One Credit Facility, the "Credit Facilities").  As of
September 30, 1999, approximately $95 million was outstanding under the Credit
Facilities and the Company had available $12.5 million in additional borrowing
capacity.

As of September 30, 1999, the Company had outstanding, in addition to the Credit
Facilities, $245 million  of other unsecured senior debt with a weighted average
interest rate and maturity of 7.5 percent and 3.5 years, respectively, and $106
million of secured mortgage debt with a weighted average interest rate and
maturity of 7.6 percent and 2.0 years, respectively.  For the Company's total
fixed rate debt, the weighted average interest rate and maturity was 7.5 percent
and 3.0 years, respectively.

On October 19, 1999, the Company completed the acquisition of Greenpark South, a
community located in Alabama with 315 homesites and approximately 76 expandable
sites, for approximately $8.7 million.

In order to finance this acquisition, as well as increased advances to its
affiliates, the Company entered into a $15 million bridge loan.  This bridge
loan is with its primary lender, Bank One NA, bears interest at 6.71% and
matures on November 29, 1999.  The Company expects its affiliates to repay
advances sufficient to retire the bridge loan at maturity.

Repayment of long-term borrowings and amounts outstanding under the Credit
Facilities, future acquisitions of communities and land for development and
community development activities represent the principal long-term liquidity
needs of the Company.  The Company does not expect to generate sufficient funds
from operations to finance these long-term liquidity needs and instead intends
to meet its long-term liquidity requirements through additional borrowing under
the Credit Facilities or other lines of credit, the issuance of additional
equity or debt securities and the assumption of existing secured or unsecured
indebtedness.

The Company expects to meet its short-term liquidity requirements, including
dividends, expansion activities and capital expenditure requirements, through
cash flow from operations and, if necessary, borrowings under the Credit
Facilities and other lines of credit.

                                       10
<PAGE>

Year 2000

Management has assessed the impact of the year 2000 issue on its reporting
systems and operations. The year 2000 issue exists because many computer systems
and applications abbreviate dates by eliminating the first two digits of the
year, assuming that these two digits are always "19".  As a result, date-
sensitive computer programs may recognize a date using "00" as the year 1900
rather than the year 2000.  Unless corrected, the potential exists for computer
system failures or incorrect processing of financial and operational
information, which could disrupt operations.

To help facilitate the Company's continued growth, substantially all of the
computer systems and applications and other operating systems in use in its home
office and properties have been, or are in the process of being upgraded and
modified.  The Company is of the opinion that, in connection with those upgrades
and modifications, it has addressed applicable year 2000 issues as they might
affect the computer systems and applications located in the Company's offices
and properties. The Company anticipates that implementation of solutions to any
year 2000 issue which it may discover will require the expenditure of sums which
the Company does not expect to be material.

The Company is exposed to the risk that one or more of its vendors or service
providers may experience year 2000 problems which impact the ability of such
vendor or service provider to provide goods and services.  Due to the
availability of alternative suppliers, this is not considered as significant a
risk with respect to the suppliers of goods. The disruption of certain services,
however, such as utilities, could, depending upon the extent of the disruption,
have a material adverse impact on the Company's operations.  To date, the
Company is not aware of any vendor or service provider year 2000 issue that
management believes would have a material adverse impact on the Company's
operations.

The Company, however, has no means of ensuring that its vendors or service
providers will be year 2000 ready.  The inability of vendors or service
providers to complete the year 2000 resolution process in a timely fashion could
have an adverse impact on the Company and the effect of non-compliance by
vendors or service providers is not determinable at this time.  Residents do not
pose year 2000 problems for the Company in view of the nature of the Company's
properties.

Widespread disruptions in the national or international economy, including
disruptions affecting the financial markets, resulting from year 2000 issues, or
in certain industries, such as commercial or investment banks, could also have
an adverse impact on the Company.  The likelihood and effect of such disruptions
is not determinable at this time.

The Company expects to have all systems appropriately modified before any
significant processing malfunctions could occur and does not expect the year
2000 issue will materially impact the financial condition or operations of the
Company.

                                       11
<PAGE>

Other

Funds from operations ("FFO") is defined by the National Association of Real
Estate Investment Trusts ("NAREIT") as consolidated net income of the Company
without giving effect to gains (or losses) from debt restructuring and sales of
property, certain non-recurring items and rental property depreciation and
amortization.  Management believes that FFO is an important and widely used
measure of the operating performance of REITs which provides a relevant basis
for comparison among REITs.  FFO (i) does not represent cash flow from
operations as defined by generally accepted accounting principles; (ii) should
not be considered as an alternative to net income as a measure of operating
performance or to cash flows from operating, investing and financing activities;
and (iii) is not an alternative to cash flows as a measure of liquidity.  FFO is
calculated as follows:
<TABLE>
<CAPTION>
                                            For the three months  For the nine months
                                             ended September 30   ended September 30
                                            --------------------  -------------------
<S>                                         <C>        <C>        <C>        <C>

                                                1999       1998       1999      1998
                                              -------    -------    -------   -------

Net Income                                    $10,909    $ 8,412    $34,167   $24,817

Plus:
Depreciation and amortization                  10,383     10,577     31,032    29,535

Less:
Non-recurring item (1)                              -          -      2,805         -
Depreciation expense on corporate assets           65         62        195       187
Distribution on Preferred OP Units              1,523      1,523      4,570     2,725
                                              -------    -------    -------   -------
FFO                                           $19,704    $17,404    $57,629   $51,440
                                              =======    =======    =======   =======
</TABLE>

  (1)  Represents net gain recorded on sales of properties.

                                       12
<PAGE>

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

The following table sets forth certain information relating to the secured and
unsecured indebtedness of the Company outstanding as of September 30, 1999.

<TABLE>
<CAPTION>
<S>                                                <C>                 <C>              <C>            <C>
                                                                                        Weighted
                                                                                         Average
                                                    Amount of          Percent of       Interest       Maturity
                                                   Indebtedness        Total Debt         Rate           Date
                                                   ------------        ----------         ----           ----
(dollars in thousands)
Mortgage Debt:

Del Tura                                               $ 31,618               7.1%        8.40%          2000
Other (8 properties)                                     19,706               4.4%        7.68%       2002-2011
Pacific Life (36 properties)                             54,734              12.3%        7.16%          2000
                                                       --------              ----         ----

   Total Mortgage                                       106,058              23.8%        7.62%

Unsecured Debt:

Unsecured Senior Notes                                   70,000              15.7%        7.52%          2003
Unsecured Senior Notes                                   75,000              16.8%        8.75%          2000
Unsecured Senior Notes                                  100,000              22.4%        6.44%          2004
                                                       --------              ----         ----

   Total Unsecured                                      245,000              54.9%        7.46%
                                                       --------              ----         ----
   Total Fixed Rate                                     351,058              78.7%        7.51%

Variable Rate Debt:

Credit Facilities                                        95,005              21.3%        6.21%
                                                       --------

   Total Secured and Unsecured Debt                    $446,063
                                                       ========
</TABLE>

Based on the amount outstanding under the Credit Facilities at September 30,
1999 of $95,005,000, if the interest rate under the Credit Facilities was 100
basis points higher or lower during the nine months ended September 30, 1999,
then the Company's interest expense (net of adjustments for capitalized items),
for the period would have increased or decreased by approximately $713,000.

                                       13
<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
          None

Item 2.   Changes in Securities and Use of Proceeds
          None

Item 3.   Defaults Upon Senior Securities
          Not Applicable

Item 4.   Submission of Matters to a Vote of Security Holders
          None


                                       14
<PAGE>

                                  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, and in the capacities indicated, on the
11th day of November, 1999.

                                    CP LIMITED PARTNERSHIP

                               By:  CHATEAU COMMUNITIES, INC.




                                              By:   /s/ Tamara D. Fischer
                                                   ----------------------
                                                   Tamara D. Fischer
                                                   Executive Vice President
                                                   and Chief Financial Officer
                                                   (Duly Authorized Officer and
                                                   Principal Financial and
                                                   Accounting Officer)

                                       15