##### Table of Contents

---

UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549

---

FORM 10-Q

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

For
the quarterly period ended June 30, 2002

or

o 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 of incorporation) | (I.R.S. Employer Identification No.)

6160 South Syracuse Way, Greenwood Village, Colorado
80111(Address of principal executive offices)

(303) 741-3707Registrant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 o

---



---

##### Table of Contents

CP LIMITED PARTNERSHIPFORM 10-QINDEX

|          |                                                                                                       | Pages 
|--------- | ----------------------------------------------------------------------------------------------------- | ------
|          |                                                                                                       |       
|PART I.   | FINANCIAL INFORMATION                                                                                 |       
|          |                                                                                                       |       
|Item 1.   | Financial Statements (unaudited)                                                                      |       
|          |                                                                                                       |       
|          | Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2002 and 2001 | 1     
|          |                                                                                                       |       
|          | Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001                       | 2     
|          |                                                                                                       |       
|          | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001       | 3     
|          |                                                                                                       |       
|          | Notes to Condensed Consolidated Financial Statements                                                  | 4 - 8 
|          |                                                                                                       |       
|Item 2.   | Managements Discussion and Analysis of Financial Condition and Results of Operations                 | 9 - 13
|          |                                                                                                       |       
|Item 3.   | Quantitative and Qualitative Disclosures about Market Risk                                            | 15    
|          |                                                                                                       |       
|PART II.  | OTHER INFORMATION                                                                                     | 16    
|          |                                                                                                       |       
|SIGNATURE |                                                                                                       | 22    



---

##### Table of Contents

PART I.   FINANCIAL INFORMATION

Item 1.   Financial
Statements

CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)(In thousands, except per OP Unit data)

|                                                  | Three Months Ended |        | Six Months Ended
|------------------------------------------------- | ------------------ | ------ | ----------------
|                                                  | June 30,           |        | June 30,        
|                                                  |                    |        |                 
|                                                  | 2002               |        | 2001            
|                                                  |                    |        |                 
|Revenues :                                        |                    |        |                 
|Rental income                                     | $                  | 66,215 |                 
|Interest income                                   |                    | 2,831  |                 
|Management fee and other income                   |                    | 576    |                 
|                                                  |                    |        |                 
|                                                  |                    | 69,622 |                 
|                                                  |                    |        |                 
|Expenses:                                         |                    |        |                 
|Property operating and maintenance                |                    | 20,453 |                 
|Real estate taxes                                 |                    | 4,322  |                 
|Depreciation and amortization                     |                    | 17,982 |                 
|Administrative                                    |                    | 3,513  |                 
|Interest and related amortization                 |                    | 16,835 |                 
|                                                  |                    |        |                 
|                                                  |                    | 63,105 |                 
|                                                  |                    |        |                 
|                                                  |                    |        |                 
|Income before gain/ loss on sales of properties   |                    | 6,517  |                 
|Gain/loss on sales of properties                  |                    | 278    |                 
|                                                  |                    |        |                 
|                                                  |                    |        |                 
|Net income                                        |                    | 6,795  |                 
|                                                  |                    |        |                 
|Less distribution to Preferred OP Unitholders     |                    | 1,523  |                 
|                                                  |                    |        |                 
|                                                  |                    |        |                 
|Net income attributable to common OP Unithol      | $                  | 5,272  |                 
|                                                  |                    |        |                 
|                                                  |                    |        |                 
|Net income attributable to common OP Unitholders: |                    |        |                 
|General partner                                   | $                  | 4,391  |                 
|Limited pa rtners                                 |                    | 881    |                 
|                                                  |                    |        |                 
|                                                  |                    |        |                 
|                                                  | $                  | 5,272  |                 
|                                                  |                    |        |                 
|Per common OP Unit information:                   |                    |        |                 
|                                                  |                    |        |                 
|Basic earnings per OP Unit                        | $                  | 0.15   |                 
|                                                  |                    |        |                 
|                                                  |                    |        |                 
|Diluted earnings per OP Unit                      | $                  | 0.15   |                 
|                                                  |                    |        |                 

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

1



---

##### Table of Contents

CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED BALANCE SHEETS(Dollars in thousands)

|                                                          | June 30,    |           | December 31,
|--------------------------------------------------------- | ----------- | --------- | ------------
|ASSETS                                                    | 2002        |           | 2001        
|                                                          |             |           |             
|                                                          | (Unaudited) |           |             
|Rental property:                                          |             |           |             
|Land                                                      | $           | 201,459   |             
|Land and improvements for expansion sites                 |             | 116,761   |             
|Depreciable property, net                                 |             | 1,373,877 |             
|                                                          |             |           |             
|                                                          |             | 1,692,097 |             
|Less: accumulated depreciation                            |             | 318,193   |             
|                                                          |             |           |             
|                                                          |             |           |             
|Net rental property                                       |             | 1,373,904 |             
|                                                          |             |           |             
|Cash and cash equivalents                                 |             | 2,477     |             
|Rents and other receivables, net                          |             | 4,255     |             
|Notes receivable                                          |             | 41,995    |             
|Investments in and advances to affiliates                 |             | 115,103   |             
|Prepaid expenses and other assets                         |             | 18,772    |             
|                                                          |             |           |             
|                                                          |             |           |             
|Total assets                                              | $           | 1,556,506 |             
|                                                          |             |           |             
|                                                          |             |           |             
|LIABILITIES                                               |             |           |             
|                                                          |             |           |             
|Debt                                                      | $           | 1,026,714 |             
|Accrued interest payable                                  |             | 10,699    |             
|Accounts payable and accrued expenses                     |             | 18,785    |             
|Rents received in advance and security deposits           |             | 13,429    |             
|Distributions payable                                     |             | 20,070    |             
|                                                          |             |           |             
|                                                          |             |           |             
|Total liabilities                                         |             | 1,089,697 |             
|                                                          |             |           |             
|                                                          |             |           |             
|PARTNERS CAPITAL                                         |             |           |             
|                                                          |             |           |             
|Partners Capital, Unlimited Authorized Units:            |             |           |             
|35,088,187 and 35,021,703, Common OP Units outstanding    |             |           |             
|at June 30, 2002 and December 31, 2001, respectively      |             |           |             
|1,500,000 Preferred OP Units outstanding at June 30, 2002 |             |           |             
|and December 31, 2001, respectively                       |             |          |             
|                                                          |             |           |             
|General Partner                                           |             | 325,583   |             
|Limited Partners                                          |             | 68,269    |             
|Preferred OP Units, Series A                              |             | 72,957    |             
|                                                          |             |           |             
|Total partners capital                                   |             | 466,809   |             
|                                                          |             |           |             
|                                                          |             |           |             
|Total liabilities and partners capital                   | $           | 1,556,506 |             
|                                                          |             |           |             

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

2



---

##### Table of Contents

CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Dollars
in thousands)

|                                                                            | Six Months Ended
|--------------------------------------------------------------------------- | ----------------
|                                                                            | June 30,        
|                                                                            |                 
|                                                                            | 2002            
|                                                                            |                 
|Cash flows from operating activities:                                       |                 
|Net income attributable to common OP Unitholders                            | $               
|Adjustments to reconcile net income to net cash                             |                 
|provided by operating activities:                                           |                 
|Gain on sales of properties                                                 |                 
|Depreciation and amortization                                               |                 
|Amortization of debt issuance costs                                         |                 
|Increase in operating assets                                                |                 
|(Decrease) increase in operating liabilities                                |                 
|                                                                            |                 
|Net cash provided by operating activities                                   |                 
|Cash flows from investing activities:                                       |                 
|Dispositions of rental properties                                           |                 
|Proceeds from property dispositions, held in escrow                         |                 
|Collection of amounts held in escrow, from prior year property dispositions |                 
|Acquisitions of rental properties and land to be developed                  |                 
|Additions to rental property and equipment                                  |                 
|Investment in and advances to affiliates                                    |                 
|Payments (advances) on notes receivable, net                                |                 
|                                                                            |                 
|Net cash provided by/(used in) investing activities                         |                 
|Cash flows from financing activities:                                       |                 
|Proceeds from issuance of Term Loan                                         |                 
|Borrowings on line of credit                                                |                 
|Payments on line of credit                                                  |                 
|Re-payment of Acquisition Facility                                          |                 
|Principal payments on debt                                                  |                 
|Payment of debt issuance costs                                              |                 
|Distributions to OP Unitholders                                             |                 
|Exercise of Chateaus stock options and other                               |                 
|                                                                            |                 
|Net cash (used in)/provided by financing activities                         |                 
|                                                                            |                 
|Increase in cash and cash equivalents                                       |                 
|Cash and cash equivalents, beginning of period                              |                 
|                                                                            |                 
|Cash and cash equivalents, end of period                                    | $               
|                                                                            |                 
|Supplemental cash flow information:                                         |                 
|Fair Market Value of OP Units issued in                                     |                 
|connection with acquisitions/development                                    | $               
|                                                                            |                 

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

3



---

##### Table of Contents

CP LIMITED PARTNERSHIP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

---

|1. | Background and Basis of Presentation:BackgroundCP Limited Partnership is a limited partnership and was formed by Chateau Communities, Inc., a real estate investment trust, as a general
partner and Chateau Estates, as the initial limited partner, on September 16, 1993. We are engaged in owning and operating manufactured housing community properties. As of June 30, 2002, our portfolio consisted of 212 properties, containing an
aggregate of 69,789 homesites and 1,359 park model/RV sites, located in 32 states. We also fee manage 38 properties, containing an aggregate of 8,238 homesites. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America and in conformity with the rules and regulations of the Securities and Exchange Commission requires management to make estimates and assumptions. These estimates may affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.In our opinion, the interim financial statements
presented herein reflect all adjustments of a normal and recurring nature that are necessary to fairly present the interim financial statements. The results of operations for the interim period are not necessarily indicative of the results that may
be expected for the year ended December 31, 2002. These financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2001. Basis of Presentation -
The accompanying condensed consolidated financial statements include all accounts of CP Limited and our subsidiaries. Chateau and ROC Communities, Inc. are general partners. As of June 30, 2002, Chateau owned on a combined basis, an 83 percent
general partner interest. Pursuant to the terms of the operating partnership agreement, we are required to reimburse Chateau for the net expenses incurred by Chateau. Amounts paid on behalf of Chateau by us are reflected in the statement of income
as general and administrative expenses. The balance sheet of Chateau as of June 30, 2002 is identical to our accompanying balance sheet, except as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                             |                     |         |             |   |               |                   | Chateau |         
|-------------------------------------------- | ------------------- | ------- | ----------- | - | ------------- | ----------------- | ------- | --------
|(In thousands)                               | As Presented Herein |         |             |   |               | Communities, Inc. |        
|                                             | June 30, 2002       |         | Adjustments |   | June 30, 2002 |                  
|                                             |                     |         |             |   |               |                  
|Minority interests in CP Limited Partnership | $                   |        |             | $ | 141,226       |                   | $       | 141,226 
|                                             |                     |         |             |   |               |                  
|                                             |                     |         |             |   |               |                   |         |         
|Equity:                                      |                     |         |             |   |               |                   |         |         
|General partner                              | $                   | 325,583 |             | $ | (325,583      | )                 | $       |        
|Limited partners                             |                     | 141,226 |             |   | (141,226      | )                 |         |        
|Common stock                                 |                     |         |             |   | 293           |                   |         | 293     
|Additional paid-in capital                   |                     |         |             |   | 500,372       |                   |         | 500,372 
|Dividends in excess of accumulated earnings  |                     |         |             |   | (155,722      | )                 |         | (155,722
|Accumulated other comprehensive income       |                     |         |             |   | (6,034        | )                 |         | (6,034  
|Notes receivable from officers               |                     |         |             |   | (13,326       | )                 |         | (13,326 
|                                             |                     |         |             |   |               |                   |         |         
|                                             |                     |         |             |   |               |                  
|Partners capital/shareholders equity       | $                   | 466,809 |             | $ | (141,226      | )                 | $       | 325,583 
|                                             |                     |         |             |   |               |                  

4



---

##### Table of Contents

|   | We own 100% of the preferred stock of Community Sales, Inc. (CSI), our taxable service corporation through which we conduct manufactured home sales and brokerage activities. Through our
ownership, we are entitled to 100% of the CSI cash flow and economics; however, we account for our investment in CSI using the equity method of accounting, since we do not own any of the voting common stock of CSI.Reclassifications
Certain prior year amounts have been reclassified to conform to current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Acquisition of CWS:On August 3, 2001 we purchased CWS Communities Trust (CWS), a private real estate investment trust for $552 million, consisting of $323 million in cash
(including the payoff of $20 million in debt), $151 million in assumed liabilities, 2,040,878 OP Units (valued at $30.935 per OP Unit) and $9.9 million in 7.5% Senior Unsecured Notes due 2012 (the 7.5% Notes). The portfolio, located in
11 states, consisted of 46 manufactured home communities with approximately 16,600 homesites and 1,518 expansion sites and three RV communities with 431 RV sites. We financed the cash portion of this transaction primarily through borrowings under a
$323 million bridge facility (the Acquisition Facility). The Acquisition Facility was refinanced in May 2002.The following unaudited pro forma income statement information for the six months ended June 30, 2001 has been prepared
as if the CWS Acquisition and related transactions had occurred on January 1, 2001.In addition, the pro forma information is presented as if the disposition of certain CWS properties by us in 2001 had occurred on January 1, 2001. The pro
forma income statement information is not necessarily indicative of the results that actually would have occurred if the CWS Acquisition had been consummated on January 1, 2001.

|(in thousands, except per OP Unit data)                                   |   |        
|------------------------------------------------------------------------- | - | -------
|                                                                          |   |        
|Revenues                                                                  | $ | 137,696
|Total expenses *                                                          |   | 120,897
|                                                                          |  
|Net income **                                                             | $ | 16,799 
|                                                                          |  
|Earnings per OP Unit - basic                                              | $ | 0.48   
|                                                                          |  
|Earnings per OP Unit - diluted                                            | $ | 0.48   
|                                                                          |  
|Weighted average common OP Units outstanding - basic                      |   | 34,645 
|                                                                          |  
|Weighted average common OP Units outstanding - diluted                    |   | 34,866 
|                                                                          |  
|* Includes depreciation of $33,874.                                       |   |        
|** After gain on sale of properties and allocation to Preferred OP Units.
|                                                                          |   |        

|3. | Rental Property: In the third quarter of 2001, we began implementing a disposition plan and started identifying a number of mature properties that no longer meet our portfolio objectives.
As of June 30, 2002, we have sold fifteen properties and a parcel of land for approximately $66.4 million. During the first six months of 2002, we sold five properties and one parcel of land for a combined gross sales pric e of approximately $18.4
million and a gain of $1.4 million. The net proceeds of $10.8 million were used to pay down the Acquisition Facility and our line of credit. In addition, we have approximately $7.4 million in an escrow account until a replacement property is
identified to effect a non-taxable exchange.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5



---

##### Table of Contents

|4. | Partners Capital:On May 16, 2002, we declared a cash distribution of $.55 per OP Unit to OP Unitholders of record as of June 28, 2002. The distribution was paid July 15, 2002 and is
included in distributions payable in the accompanying condensed consolidated balance sheet as of June 30, 2002.On February 21, 2002, we declared a cash distribution of $.55 per OP Unit to OP Unitholders of record as of March 29, 2002, that
was paid in April 2002.Basic and diluted earnings per OP Unit are summarized in the following table:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                 | For the Three Months |        | For the Six Months
|------------------------------------------------ | -------------------- | ------ | ------------------
|                                                 | Ended June 30,       |        | Ended June 30,    
|                                                 |                      |        |                   
|(In thousands, except per OP Unit data)          | 2002                 |        | 2001              
|                                                 |                      |        |                   
|Basic earnings per OP Unit:                      |                      |        |                   
|Net income attributable to common OP Unitholders | $                    | 5,272  |                   
|                                                 |                      |        |                   
|                                                 |                      |        |                   
|Weighted average common OP Units - Basic         |                      | 35,075 |                   
|                                                 |                      |        |                   
|                                                 |                      |        |                   
|Per OP Unit                                      | $                    | 0.15   |                   
|                                                 |                      |        |                   
|                                                 |                      |        |                   
|Diluted earnings per OP Unit:                    |                      |        |                   
|Net income attributable to common OP Unitholders | $                    | 5,272  |                   
|                                                 |                      |        |                   
|                                                 |                      |        |                   
|Weighted average common OP Units outstanding     |                      | 35,075 |                   
|Chateau employee stock options                   |                      | 186    |                   
|                                                 |                      |        |                   
|                                                 |                      |        |                   
|Weighted average common OP Units - Diluted       |                      | 35,261 |                   
|                                                 |                      |        |                   
|                                                 |                      |        |                   
|Per OP Unit                                      | $                    | 0.15   |                   
|                                                 |                      |        |                   
|                                                 |                      |        |                   

|5. | Financing:The following table sets forth certain information regarding our debt at June 30, 2002.
|-- | -------------------------------------------------------------------------------------------------

|                            | Weighted Average |       |               |  |         |             | Principal
|--------------------------- | ---------------- | ----- | ------------- |  | ------- | ----------- | ---------
|(In thousands)              | Interest Rate    |       | Maturity Date |  | Balance
|                            |                  |       |               |  |        
|                            |                  |       |               |  |         |             |          
|Fixed rate mortgage debt    |                  | 7.63% |               |  |         | 2002 - 2011 |          
|Unsecured Senior Notes      |                  | 7.47% |               |  |         | 2003 - 2021 |          
|Unsecured Installment Notes |                  | 7.50% |               |  |         | 2012        |          
|Term Loan                   |                  | 3.08% |               |  |         | 2004        |          
|Unsecured lines of credit   |                  | 2.92% |               |  |         | 2005        |          
|                            |                  |       |               |  |         |             |          
|                            |                  |       |               |  |         |             |          
|                            |                  |       |               |  |         |             |          

| | We have a line of credit available with BankOne, N.A., acting as lead agent. In May 2002, we increased the borrowing capacity to $175 million. The term of the facility was extended to February 2005 and the
facility bears interest at LIBOR plus 100 basis points. In addition we have a $7.5 million revolving line of credit from US Bank, which bears interest at a rate of LIBOR plus 125 basis points and matures in March 2003 (together with our BankOne
credit facility, Credit Facilities). As of June 30, 2002 we had approximately $138 million outstanding under our Credit Facilities and had available $44.5 million in additional borrowing capacity.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



---

##### Table of Contents

|   | In May 2002, we completed the issuance of a $125 million term loan with BankOne acting as lead agent. The loan bears interest at LIBOR plus 120 basis points and matures in May 2004. The proceeds were used to
pay off our Acquisition Facility that was due to mature in August 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Related Party Transactions:During the first half of 2002, we purchased additional equity in NTandem Trust and as of June 30, 2002, we currently own approximately 19 percent of
NTandems outstanding equity. Also as of June 30, 2002, we have loaned and advanced approximately $40 million to NTandem. We also guarantee NTandems $20 million working capital line of credit, which has $16.5 million
outstanding as of June 30,2002. In addition, we own NTandems external advisor and provide management and other services to NTandem. As such, we possess significant influence over the operating and financial decisions of
NTandem, and accordingly, account for our investment utilizing the equity method of accounting. The following table details the fees charged to NTandem for the respective periods (in thousands):

|                                 | For the three months |       | For the six months
|-------------------------------- | -------------------- | ----- | ------------------
|                                 | ended June 30,       |       | ended June 30,    
|                                 |                     
|                                 | 2002                 | 2001  |                   
|                                 |                      |       |                   
|Interest income and related fees | $                    | 629   | $                 
|Transaction fees                 |                      |      |                   
|Advisory fees                    |                      | 335   |                   
|Management and overhead fees     |                      | 406   |                   
|                                 |                      |       |                   
|                                 | $                    | 1,370 | $                 
|                                 |                      |       |                   

|   | Management has evaluated the recoverability of our investment in and advances to NTandem and has determined that no valuation allowance is necessary at this time. We will continue to evaluate the
recoverability and the need for an allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Recently Issued Accounting Standards:In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.
141, Business Combinations. SFAS No. 141 requires all business combinations to be accounted for by the purchase method and defines criteria under which intangible assets acquired in connection with a business combination be recognized as assets
apart from goodwill. SFAS No. 141 is effective for all fiscal business combinations initiated after June 30, 2001. Adoption of SFAS No. 141 did not have and is not expected to have a significant impact on our financial position or results of
operations.In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes Accounting Principles
Board ("APB") Opinion No. 17, "Intangible Assets". SFAS No. 142 addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in business combinations) should be accounted for in financial
statements upon their acquisition, and also addresses how goodwill and other intangible assets (including those acquired in business combinations) should be accounted for after they have been initially recognized in the financial statements. The
major provisions of SFAS No. 142 and differences from APB Opinion No. 17 include (a) no amortization of goodwill and other certain intangible assets with indefinite lives, including excess reorganization value, (b) a more aggregate view of goodwill
and accounting for goodwill based on units of the combined entity, (c) a better defined "two-step" approach for testing impairment of goodwill, (d) a better defined process for testing other intangible assets for impairment, and (e) disclosure of
additional information rela ted to goodwill and intangible assets. The "two-step" impairment approach to testing goodwill is required to be performed at least annually with the first step involving a screen for potential impairment and the second
step measuring the amount of impairment. SFAS No. 142 is effective for

7



---

##### Table of Contents

| | financial statements issued for fiscal years beginning after December 15, 2001. Earlier application is permitted for entities with fiscal years beginning after March 15, 2001.We adopted the
provisions of SFAS No. 142 as of January 1, 2002 and were therefore required to have completed the first "step" of our goodwill impairment testing by the end of the second fiscal quarter. As a result of performing the first "step" of goodwill
impairment testing, we have identified a potential impairment related solely to the goodwill associated with CSIs investment in TOPS Home Sales Centers. We are required to quantify the impairment by December 31, 2002, and are in the process of
completing our evaluation. We have not yet determined the full impact the provisions of SFAS No. 142, including our final tests for goodwill impairment, will have on our financial position or results of operations prospectively; however, we estimate
a maximum impairment of less than $1 million, that will be reflected as a cumulative effect of a change in accounting principle, when recognized.In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", but retains the requirements of SFAS No.121 to (a) recognize an impairment loss only if the
carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. SFAS No. 144 removes goodwill from its scope as
the impairment of goodwill is addressed prospectively pursuant to SFAS No. 142. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those years. Adoption of SFAS
No. 144 did not have a significant impact on our financial position or results of operations at the date of adoption. Properties of material amounts that meet the held-for-sale criteria under the standard will be treated as discontinued
operations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



---

##### Table of Contents

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

The following discussion should be read in conjunction with the financial statements and notes appearing elsewhere in this report and with the December 31, 2001 Form 10-K. Certain information and 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 our plans, objectives and expectations, which are
dependent upon a number of factors, including the ability to maintain rental rates and occupancy, the ability of manufactured home buyers to obtain financing, the level of repossessions by manufactured home lenders, the pace of acquisitions and
dispositions, changes in interest rates and the condition of the capital markets, all of which may affect our ability to achieve our objectives.

Overview

In August 2001, we purchased CWS Communities Trust, a private real estate investment trust (CWS), for $552 million. The portfolio, located in 11 states, consisted of 46 manufactured home
communities with approximately 16,600 homesites and 1,500 expansion sites and three RV communities. This transaction extended our leading position in the manufactured housing community sector, making us substantially larger than the next largest
REIT competitor in our sector.

During the third quarter of 2001, we implemented a disposition plan and from the inception of the plan through June 30, 2002, we have disposed of 15
properties and one parcel of land for approximately $66.4 million (see further discussion under Liquidity and Capital Resources below).

As of June 30, 2002, our portfolio
comprised 212 manufactured home communities containing 69,789 manufactured homesites and 1,359 park model/RV sites, located in 32 states. We also fee manage 38 properties, containing an aggregate of 8,238 homesites.

Results of OperationsThe following table summarizes certain information relative to our properties as of and for the three and six months ended June 30, 2002
and 2001. We consider all communities owned by us at both the beginning of the period and the end of the period as our Core Portfolio.

|                                                  | Core Portfolio |        | Total |  
|------------------------------------------------- | -------------- | ------ | ----- | -
|                                                  |                |        |       |  
|                                                  | 2002           |        | 2001  |  
|                                                  |                |        |       |  
|Dollars in thousands, except per site information |                |        |       |  
|                                                  |                |        |       |  
|As of June 30,                                    |                |        |       |  
|Number of communities                             |                | 162    |       |  
|Total manufactured homesites                      |                | 52,625 |       |  
|Occupied sites                                    |                | 46,186 |       |  
|Occupancy                                         |                | 87.8   | %     |  
|                                                  |                |        |       |  
|For the three months ended June 30,               |                |        |       |  
|Rental income                                     | $              | 49,715 |       | $
|Property operating expenses                       | $              | 17,420 |       | $
|Net operating income                              | $              | 32,295 |       | $
|Weighted average monthly rent per site            | $              | 343    |       | $
|                                                  |                |        |       |  
|For the six months ended June 30,                 |                |        |       |  
|Rental income                                     | $              | 98,801 |       | $
|Property operating expenses                       | $              | 33,922 |       | $
|Net operating income                              | $              | 64,879 |       | $
|Weighted average monthly rent per site            | $              | 342    |       | $

Comparison of three months ended June 30, 2002 to three months ended June 30, 2001

9



---

##### Table of Contents

For the three months ended June30, 2002, net income was $6,795,000, a decrease of $5,367,000 from the three months ended June30, 2001. The
decrease was due to increased depreciation and interest from the acquisition of CWS, offset somewhat by the increase in operating income from the CWS properties and Core Portfolio and the gain on sales of properties.

Rental revenue for the three months ended June 30, 2002 was $66,215,000 an increase of $16,860,000 from the three months ended June 30, 2001. The increase is primarily due to the acquisition of CWS and rental
increases in our Core Portfolio.

As of June 30, 2002, occupancy in our stabilized portfolio was 90.7 percent. The active expansion portfolio had occupancy of 79.2 percent, while our
greenfield development portfolio had occupancy of 34.6 percent, for a total occupancy of 87.9 percent. On a per-site basis, weighted monthly rental revenue for the three months ended June 30, 2002 was $348 compared with $327 for the same period in
2001, an increase of 6.6 percent.

Management fee and other income primarily include management and transaction fee income for the management of 38 manufactured home communities for
NTandem Trust and equity earnings from our taxable REIT subsidiary, Community Sales, Inc. (CSI). See further discussion under Liquidity and Capital Resources below.

We recognized a loss of $228,000 from CSI in the second quarter of 2002, compared with income of $82,000 in the second quarter of 2001. The decrease in earnings is due primarily to fewer new home sales and increased
overhead costs in the CWS sales locations.

Property operating and maintenance expense for the three months ended June 30, 2002 increased by $6,116,000 or 42.6 percent from the same
period a year ago. The majority of the increase was due to the CWS acquisition, which accounted for $4.8 million. The remaining change is due to increases in our Core Portfolio, including increased collection costs, property insurance, healthcare
and administrative costs. We expect these costs to continue to increase at levels higher than historic norms.

Administrative expense for the three months ended June 30, 2002 increased
by $865,000 from the same period a year ago. Administrative expense in the second quarter of 2002 was 5.0 percent of total revenues as compared to 5.0 percent in the same period of 2001.

Depreciation and amortization expense for the three months ended June 30, 2002, increased $6,310,000 from the same period a year ago. Depreciation expense as a percentage of average depreciable rental property in the second quarter of 2002
remained relatively unchanged from 2001.

Comparison of six months ended June30, 2002 to six months ended June30, 2001

For the six months ended June30, 2002, net income was $15,771,000, a decrease of $7,726,000 from the six months ended June30, 2001. The decrease was due to increased depreciation and
interest from the acquisition of CWS, offset somewhat by the increase in operating income from the acquisition properties and Core Portfolio and the gain on sale of properties.

Rental
revenue for the six months ended June 30, 2002 was $132,313,000 an increase of $34,346,000 from the six months ended June 30, 2001. The increase is primarily due to the acquisition of CWS and rental increases in our Core Portfolio. On a per-site
basis, weighted monthly rental revenue for the six months ended June 30, 2002 was $346 compared with $325 for the same period in 2001, an increase of 6.3 percent.

Management fee and
other income primarily include management and transaction fee income for the management of 38 manufactured home communities and equity earnings from CSI. See Note 7 in the Notes to the Condensed Consolidated Financial Statements.

10



---

##### Table of Contents

We recognized a loss of $700,000 from CSI in the first six months of 2002, compared with a loss of $275,000 in 2001. The increased losses are due primarily to
fewer new home sales and increased overhead costs in the CWS sales locations.

The industry has been faced with a critical lack of financing for our potential residents. The few
remaining institutions offering financing for our product are offering high rates while maintaining very stringent underwriting criteria. These financing constraints make it difficult for us to compete with a conventional mortgage product. Until new
lenders enter the market, it will continue to be difficult for the industry to sell homes at historic levels.

Given this current environment, we do not expect a positive contribution
from CSI in the near future.

Property operating and maintenance expense for the six months ended June 30, 2002 increased by $12,145,000 or 43.0 percent from the same period a year ago.
The majority of the increase was due to the CWS acquisition, which accounted for $9.7 million. The remaining change is due to increases in our Core Portfolio, including increased collection costs, property insurance, healthcare and administrative
costs. We expect these costs to continue to increase at levels higher than historic norms.

Administrative expense for the six months ended June 30, 2002 increased by $2,163,000 from
the same period a year ago. Administrative expense for the first six months of 2002 was 5.0 percent of total revenues as compared to 4.6 percent in the same period of 2001.

Depreciation and amortization expense for the six months ended June 30, 2002, increased $11,259,000 from the same period a year ago. Depreciation expense as a percentage of average depreciable rental property in the second half of 2002
remained relatively unchanged from 2001.

Liquidity and Capital Resources

Net cash provided by operating
activities was $42,777,000 for the six months ended June 30, 2002, compared with $47,927,000 for the six months ended June 30, 2001. The decrease in cash provided by operating activities was due primarily to the reduction of operating
liabilities.

Net cash provided by investing activities for the six months ended June 30, 2002 was $8,253,000 as compared to net uses of $51,153,000 for the same period in 2001. This
amount represents acquisitions, dispositions, investments in and advances to affiliates, lending activity, capital expenditures, and development costs. The decrease in cash used for investing activities is a result of our disposition plan and
reduced acquisition activity.

During the six months ended June 30, 2002, we invested approximately $6.0 million, in cash and OP Units, in the expansion and development of our
communities including finish costs on sites added in prior periods and progress on sites that will be added to our portfolio later in 2002. For the six months ended June 30, 2002, recurring property capital expenditures, other than development
costs, were approximately $4.4 million. In addition, we invested approximately $800,000 in technology and other corporate related expenditures, $150,000 in storage sheds, $150,000 in sub-metering and $3.4 million, in cash and OP Units, in
acquisition capital expenditures. Upon the acquisition of a property or portfolio, capital projects for that acquisition are identified and completed over the first twelve months of our ownership and are considered in our cap rate at the time of
acquisition. Capital expenditures have historically been financed out of operating cash flow and it is our intention that such future expenditures will also be financed out of operating cash flow.

In the third quarter of 2001, we began implementing a disposition plan and started identifying a number of mature properties that no longer meet our portfolio objectives. As of June 30, 2002, we have sold 15
properties and a parcel of land for approximately $66.4 million. During the first six months of 2002, we sold five properties and one parcel of land for a combined gross sales price of approximately $18.4 million and a

11



---

##### Table of Contents

gain of $1.4 million. The net proceeds of $10.8 million for all of the 2002 dispositions were used to repay balances outstanding under the Acquisition Facility we
incurred in connection with the CWS transaction (the Acquisition Facility) and our other credit facilities. In addition, we have approximately 7.4 million in an escrow account until a replacement property is identified to effect a
non-taxable exchange. Due to the timing of the sales, approximately $11 million in proceeds from sales occurring in 2001 was received in January 2002 and was used to reduce the Acquisition Facility. At December 31, 2001, this amount was included in
rents and other receivables. We will continue to evaluate our properties and, depending on market conditions, expect to sell additional communities in 2002.

Net cash used in financing
activities for the six months ended June 30, 2002 was $48,614,000. This was due primarily to net payments on our Credit Facilities (discussed below) and distributions to our OP unitholders.

We have a line of credit available with BankOne, N.A., acting as lead agent. In May 2002, we increased the borrowing capacity to $175 million. The term of the facility was extended to February 2005 and the facility bears interest at LIBOR
plus 100 basis points. In addition we have a $7.5 million revolving line of credit from US Bank, which bears interest at a rate of LIBOR plus 125 basis points and matures in March 2003 (together with our BankOne credit facility, Credit
Facilities). As of June 30, 2002 we had approximately $138 million outstanding under our Credit Facilities and had available $44.5 million in additional borrowing capacity.

In
May 2002, we completed the issuance of a $125 million term loan with BankOne acting as lead agent. The loan bears interest at LIBOR plus 120 basis points and matures in May 2004. The proceeds were used to pay off the Acquisition Facility that was
due to mature in August 2002.

Our principal long term liquidity needs include: repayment of long-term borrowings and amounts outstanding under the Credit Facilities, future
acquisitions of communities, acquisition of land for development, and new and existing community development activities. We do not expect to generate sufficient funds from operations to finance these long-term liquidity needs and instead intend to
meet our long-term liquidity requirements through additional borrowings under our Credit Facilities or other lines of credit, the assumption of existing secured or unsecured indebtedness, proceeds from the disposition of properties, and, depending
on market conditions and capital availability factors, the issuance of additional equity or debt securities.

We expect to meet our short-term liquidity requirements, including
distributions, expansion activities and capital expenditure requirements, through cash flow from operations and, if necessary, and depending on our operating performance, borrowings under our Credit Facilities and other lines of credit.

NTandem Trust

During the first half of 2002, we purchased additional equity in NTandem Trust and as of June 30,
2002, we currently own approximately 19 percent of NTandems outstanding equity. Also as of June 30, 2002, we have loaned and advanced approximately $40 million to NTandem. We also guarantee NTandems $20 million working
capital line of credit, which has $16.5 million outstanding as of June 30, 2002. In addition, we own NTandems external advisor and provide management and other services to NTandem. As such, we possess significant influence over the
operating and financial decisions of NTandem, and accordingly, account for our investment utilizing the equity method of accounting. The following table details the fees charged to NTandem for the respective periods (in
thousands):

12



---

##### Table of Contents

|                                 | For the three months |       | For the six months
|-------------------------------- | -------------------- | ----- | ------------------
|                                 | ended June 30,       |       | ended June 30,    
|                                 |                     
|                                 | 2002                 | 2001  |                   
|                                 |                      |       |                   
|Interest income and related fees | $                    | 629   | $                 
|Transaction fees                 |                      |      |                   
|Advisory fees                    |                      | 335   |                   
|Management and overhead fees     |                      | 406   |                   
|                                 |                      |       |                   
|                                 | $                    | 1,370 | $                 
|                                 |                      |       |                   

Management has evaluated the recoverability of our investment in and advances to NTandem and has determined that no
valuation allowance is necessary at this time. We will continue to evaluate the recoverability and the need for an allowance.

Recently Issued Accounting Standards



In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Standards (SFAS)
No. 141, Business Combinations. SFAS No. 141 requires all business combinations to be accounted for by the purchase method and defines criteria under which intangible assets acquired in connection with a business combination be recognized as assets
apart from goodwill. SFAS No. 141 is effective for all fiscal business combinations initiated after June 30, 2001. Adoption of SFAS No. 141 did not have and is not expected to have a significant impact on our financial position or results of
operations.

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes Accounting Principles Board (APB) Opinion No. 17, Intangible Assets. SFAS No. 142 addresses how intangible assets that are acquired individually or with a group of other
assets (but not those acquired in business combinations) should be accounted for in financial statements upon their acquisition, and also addresses how goodwill and other intangible assets (including those acquired in business combinations) should
be accounted for after they have been initially recognized in the financial statements. The major provisions of SFAS No. 142 and differences from APB Opinion No. 17 include (a) no amortization of goodwill and other certain intangible assets with
indefinite lives, including excess reorganization value, (b) a more aggregate view of goodwill and accounting for goodwill based on units of the combined entity, (c) a better defined two-step approach for testing impairment of goodwill,
(d) a better defined process for testing other intangible assets for impairment, and (e) disclosure of additional information related to goodwill and intangible assets. The two-step impairment approach to testing goodwill is required to
be performed at least annually with the first step involving a screen for potential impairment and the second step measuring the amount of impairment. SFAS No. 142 is effective for financial statements issued for fiscal years beginning after
December 15, 2001. Earlier application is permitted for entities with fiscal years beginning after March 15, 2001.

We adopted the provisions of SFAS No. 142 as of January 1, 2002 and
were therefore required to have completed the first step of our goodwill impairment testing by the end of the second fiscal quarter. As a result of performing the first step of goodwill impairment testing, we have identified
a potential impairment related solely to the goodwill associated with CSIs investment in TOPS Home Sales Centers. We are required to quantify the impairment by December 31, 2002, and are in the process of completing our evaluation. We have not
yet determined the full impact the provisions of SFAS No. 142, including our final tests for goodwill impairment, will have on our financial position or results of operations prospectively; however, we estimate a maximum impairment of less than $1
million that will be reflected as a cumulative effect of change in accounting principle, when recognized.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets

13



---

##### Table of Contents

and for Long-Lived Assets to Be Disposed Of, but retains the requirements of SFAS No.121 to (a) recognize an impairment loss only if the carrying amount of a
long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. SFAS No. 144 removes goodwill from its scope as the impairment of
goodwill is addressed prospectively pursuant to SFAS No. 142. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those years. Adoption of SFAS No. 144 did not have
a significant impact on our financial position or results of operations at the date of adoption. Properties of material amounts that meet the held-for-sale criteria under the standard will be treated as discontinued
operations.

OtherFunds from operations (FFO) is defined by the National Association of Real Estate Investment Trusts
(NAREIT) as consolidated net income without giving effect to gains (or losses) from debt restructuring and sales of property and rental property depreciation and amortization. We believe 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 (1) does not represent cash flow from operations as defined by generally accepted accounting principles; (2) 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; (3) is not an alternative to cash flow as a measure of liquidity; and (4) may not be comparable to similarly titled
measures reported by other REITs.

Our FFO is calculated as follows:

|                                       | For the Quarter |        | For the Six Months
|-------------------------------------- | --------------- | ------ | ------------------
|                                       | Ended June 30,  |        | Ended June 30,    
|                                       |                 |        |                   
|                                       | 2002            |        | 2001              
|                                       |                 |        |                   
|Net income                             | $               | 6,795  |                   
|                                       |                 |        |                   
|Plus:                                  |                 |        |                   
|Depreciation and amortization          |                 | 17,461 |                   
|                                       |                 |        |                   
|Less:                                  |                 |        |                   
|Gain on sale of properties             |                 | 278    |                   
|Income allocated to Preferred OP Units |                 | 1,523  |                   
|                                       |                 |        |                   
|FFO                                    | $               | 22,455 |                   
|                                       |                 |        |                   

14



---

##### Table of Contents

Item 3.      Quantitative and Qualitative Disclosures about Market Risks

The following table sets forth certain information related to our secured and unsecured indebtedness outstanding as of June 30, 2002:

|                             |              |           |            |     |               |  | Weighted      |   | 
|---------------------------- | ------------ | --------- | ---------- | --- | ------------- |  | ------------- | - | 
|                             | Amount of    |           | Percent of |     | Average       |  |              
|(In thousands)               | Indebtedness |           | Total Debt |     | Interest Rate |  | Maturity Date
|                             |              |           |            |     |               |  |              
|                             |              |           |            |     |               |  |               |   | 
|Mortgage Debt:               |              |           |            |     |               |  |               |   | 
|                             |              |           |            |     |               |  |               |   | 
|FNMA Mortgage (5 properties) | $            | 114,438   |            | 11  | %             |  | 7.8           | % | 
|Northwestern (9 properties)  |              | 73,118    |            | 7   | %             |  | 7.2           | % | 
|Other (22 properties)        |              | 96,166    |            | 9   | %             |  | 7.6           | % | 
|                             |              |           |            |     |               | 
|                             |              |           |            |     |               |  |               |   | 
|Total Mortgages              |              | 283,722   |            | 27  | %             |  | 7.6           | % | 
|                             |              |           |            |     |               |  |               |   | 
|Unsecured Debt:              |              |           |            |     |               |  |               |   | 
|                             |              |           |            |     |               |  |               |   | 
|Unsecured Senior Notes       |              | 20,000    |            | 2   | %             |  | 7.5           | % | 
|Unsecured Senior Notes       |              | 50,000    |            | 5   | %             |  | 8.3           | % | 
|Unsecured Senior Notes       |              | 50,000    |            | 5   | %             |  | 8.0           | % | 
|Unsecured Senior Notes       |              | 150,000   |            | 15  | %             |  | 7.1           | % | 
|Unsecured Senior Notes       |              | 100,000   |            | 10  | %             |  | 8.3           | % | 
|Unsecured Senior Notes       |              | 100,000   |            | 10  | %             |  | 6.4           | % | 
|                             |              |           |            |     |               | 
|Total Unsecured Senior Notes |              | 470,000   |            | 47  | %             |  | 7.5           | % | 
|                             |              |           |            |     |               | 
|Unsecured Installment Notes  |              | 9,942     |            | 1   | %             |  | 7.5           | % | 
|                             |              |           |            |     |               | 
|Total Fixed Rate             |              | 763,664   |            | 75  | %             |  | 7.5           | % | 
|                             |              |           |            |     |               |  |               |   | 
|Variable Rate Debt:          |              |           |            |     |               |  |               |   | 
|                             |              |           |            |     |               |  |               |   | 
|Unsecured Term Loan          |              | 125,000   |            | 12  | %             |  | 3.1           | % | 
|Credit Facilities            |              | 138,050   |            | 13  | %             |  | 2.9           | % | 
|                             |              |           |            |     |               |  |               |  
|                             |              |           |            |     |               |  |               |   | 
|Total Fixed and Variable     | $            | 1,026,714 |            | 100 | %             |  |               |   | 
|                             |              |           |            |     |               |  |               |   | 

Based on the average amount outstanding of our variable rate debt for the three and six months ended June 30, 2002 if
the LIBOR rate under these facilities was 100 basis points higher or lower during the three or six months ended June 30, 2002, then our interest expense (before adjustments for capitalized items), for the periods would have increased or decreased by
approximately $671,000 and $1,328,000, respectively.

15



---

##### Table of Contents

PART II.       OTHER INFORMATION

Item
1.                  Legal ProceedingsNone.

Item 2.                  Changes in Securities and Use of ProceedsNot Applicable.

Item 3.                  Defaults Upon Senior SecuritiesNot Applicable.

Item 4.                  Submission of Matters to a Vote of Security HoldersNot Applicable

Item 5.                  Other Information

Property Information

We classify all our properties in the stable, greenfield development, or active expansion portfolio. The stable portfolio includes communities
where we do not have, or have not recently had, expansion of the community. These communities normally have stable occupancy rates. The greenfield development portfolio includes properties where we are developing the community. The active expansion
portfolio includes properties where we are currently, or have recently, expanded the community by adding homesites to the available homesites for rent. Generally, both the greenfield and the active expansion portfolios will have a lower occupancy
rate than the stable portfolio, as they are in the lease-up phase. In addition, we own three park model/RV communities.

The following table sets forth certain information, as of June
30, 2002, regarding our properties, excluding the three park model/RV communities. A park model/RV community is a community where the majority of the sites are leased on an annual basis, although the resident only occupies the home for a portion of
the year. A minority of the sites are rented with recreational vehicles on a daily, weekly or monthly basis. This table excludes four of our greenfield properties as there are currently no developed sites.

|    |                      |                  |             |                   | Total | Total     |               | Weighted       
|--- | -------------------- | ---------------- | ----------- | ----------------- | ----- | --------- | ------------- | ---------------
|    |                      |                  |             | Location (Closest | Comm- | Number of |               | Average Monthly
|    | Community            | State            | Major City) | unities           | Sites | Occupancy | Rent per Site
|   
|    |                      |                  |             |                   |       |           |               |                
|    | 100 Oaks             |                  | AL          | Fultondale        |       | 230       | 86.5%         | $235.48        
|(a) | Lakewood             |                  | AL          | Montgomery        |       | 397       | 46.9%         | $194.72        
|    | Green Park South     |                  | AL          | Montgomery        |       | 417       | 92.3%         | $281.83        
|    |                      | Total Alabama    |             |                   | 3     | 1,044     | 73.8%         | $248.81        
|    | Westpark             |                  | AZ          | Phoenix           |       | 201       | 88.6%         | $337.75        
|    |                      | Total Arizona    |             |                   | 1     | 201       | 88.6%         | $337.75        
|    | Bermuda Palms        |                  | CA          | Palm Springs      |       | 185       | 94.6%         | $372.70        
|    | Eastridge            |                  | CA          | San Jose          |       | 187       | 99.5%         | $689.33        
|    | La Quinta Ridge      |                  | CA          | Palm Springs      |       | 152       | 91.4%         | $432.81        
|    | The Colony           |                  | CA          | Palm Springs      |       | 220       | 96.8%         | $645.96        
|    | The Orchard          |                  | CA          | San Francisco     |       | 233       | 99.6%         | $650.63        
|    | Green River          |                  | CA          | Los Angeles       |       | 333       | 100.0%        | $728.63        
|    | Jurupa Hills Cascade |                  | CA          | Los Angeles       |       | 322       | 98.8%         | $574.65        
|    | Los Ranchos          |                  | CA          | Los Angeles       |       | 389       | 75.6%         | $348.09        
|    |                      | Total California |             |                   | 8     | 2,021     | 93.5%         | $566.06        
|    | CV-Denver            |                  | CO          | Denver            |       | 345       | 93.9%         | $431.81        

16



---

##### Table of Contents

|    |                       |                   |             |                   | Total | Total     |               | Weighted       
|--- | --------------------- | ----------------- | ----------- | ----------------- | ----- | --------- | ------------- | ---------------
|    |                       |                   |             | Location (Closest | Comm- | Number of |               | Average Monthly
|    | Community             | State             | Major City) | unities           | Sites | Occupancy | Rent per Site
|   
|    | CV-Longmont           |                   | CO          | Longmont          |       | 310       | 99.0%         | $434.36        
|    | Friendly Village      |                   | CO          | Greeley           |       | 226       | 99.6%         | $352.89        
|    | Pine Lakes Ranch      |                   | CO          | Denver            |       | 762       | 99.0%         | $402.73        
|    | Redwood Estates       |                   | CO          | Denver            |       | 753       | 99.3%         | $403.79        
|(b) | Prairie Greens        |                   | CO          | Denver            |       | 139       | 6.5%          | $400.24        
|    | Longview              |                   | CO          | Longmont          |       | 400       | 98.8%         | $419.47        
|(b) | Antelope Ridge        |                   | CO          | Colorado Springs  |       | 140       | 57.9%         | $332.80        
|    |                       | Total Colorado    |             |                   | 8     | 3,075     | 92.5%         | $406.12        
|    | Cedar Grove           |                   | CT          | New Haven         |       | 60        | 98.3%         | $336.58        
|    | Evergreen             |                   | CT          | New Haven         |       | 102       | 99.0%         | $337.82        
|    | Green Acres           |                   | CT          | New Haven         |       | 64        | 100.0%        | $332.72        
|    | Highland              |                   | CT          | New Haven         |       | 50        | 96.0%         | $349.98        
|    |                       | Total Connecticut |             |                   | 4     | 276       | 98.6%         | $338.50        
|    | Anchor North          |                   | FL          | Tampa Bay         |       | 93        | 92.5%         | $298.18        
|    | Audubon               |                   | FL          | Orlando           |       | 280       | 95.7%         | $293.02        
|    | Colony Cove           |                   | FL          | Sarasota          |       | 2,211     | 98.8%         | $391.10        
|    | Conway Circle         |                   | FL          | Orlando           |       | 111       | 95.5%         | $331.73        
|    | Crystal Lake          |                   | FL          | St. Petersburg    |       | 166       | 89.8%         | $303.32        
|(a) | Crystal Lakes         |                   | FL          | Tampa             |       | 330       | 62.4%         | $173.18        
|    | CV-Jacksonville       |                   | FL          | Jacksonville      |       | 643       | 88.6%         | $334.03        
|    | Del Tura              |                   | FL          | Fort Myers        |       | 1,344     | 88.3%         | $461.10        
|    | Eldorado Estates      |                   | FL          | Daytona Beach     |       | 126       | 94.4%         | $295.15        
|    | Emerald Lake          |                   | FL          | Fort Myers        |       | 201       | 99.0%         | $311.89        
|    | Fairways Country Club |                   | FL          | Orlando           |       | 1,141     | 99.6%         | $320.62        
|(a) | Foxwood Farms         |                   | FL          | Orlando           |       | 375       | 80.3%         | $242.88        
|    | Hidden Valley         |                   | FL          | Orlando           |       | 303       | 98.7%         | $345.85        
|    | Indian Rocks          |                   | FL          | Clearwater        |       | 148       | 70.3%         | $262.52        
|    | Jade Isle             |                   | FL          | Orlando           |       | 101       | 93.1%         | $346.79        
|    | Lakeland Harbor       |                   | FL          | Tampa             |       | 504       | 99.6%         | $276.45        
|    | Lakeland Junction     |                   | FL          | Tampa             |       | 191       | 99.5%         | $217.72        
|    | Lakes at Leesburg     |                   | FL          | Orlando           |       | 640       | 99.8%         | $289.83        
|    | Land O Lakes         |                   | FL          | Orlando           |       | 173       | 95.4%         | $278.44        
|    | Midway Estates        |                   | FL          | Vero Beach        |       | 204       | 60.8%         | $375.01        
|    | Oak Springs           |                   | FL          | Orlando           |       | 438       | 70.3%         | $262.33        
|    | Orange Lake           |                   | FL          | Orlando           |       | 242       | 96.7%         | $283.48        
|    | Palm Beach Colony     |                   | FL          | West Palm Beach   |       | 285       | 91.9%         | $334.69        
|    | Pedalers Pond        |                   | FL          | Orlando           |       | 214       | 83.6%         | $227.20        
|    | Pinellas Cascades     |                   | FL          | Clearwater        |       | 238       | 93.3%         | $410.01        
|    | Shady Lane            |                   | FL          | Clearwater        |       | 108       | 95.4%         | $289.96        
|    | Shady Oak             |                   | FL          | Clearwater        |       | 250       | 97.6%         | $349.60        
|    | Shady Village         |                   | FL          | Clearwater        |       | 156       | 96.8%         | $335.10        
|    | Southwind Village     |                   | FL          | Naples            |       | 338       | 96.2%         | $339.79        
|    | Starlight Ranch       |                   | FL          | Orlando           |       | 783       | 95.4%         | $335.79        
|    | Tarpon Glen           |                   | FL          | Clearwater        |       | 170       | 85.9%         | $328.62        
|    | Town & Country        |                   | FL          | Orlando           |       | 73        | 89.0%         | $355.71        
|    | Whispering Pines      |                   | FL          | Clearwater        |       | 392       | 94.9%         | $382.03        
|    | Winter Haven Oaks     |                   | FL          | Orlando           |       | 343       | 53.6%         | $227.37        
|    | Beacon Hill Colony    |                   | FL          | Tampa             |       | 201       | 100.0%        | $251.27        
|    | Beacon Terrace        |                   | FL          | Tampa             |       | 297       | 99.7%         | $258.63        
|    | Crystal Lake Club     |                   | FL          | Tampa             |       | 599       | 81.5%         | $304.80        
|    | Haselton Village      |                   | FL          | Orlando           |       | 292       | 98.3%         | $244.71        
|    | Lakeside Terrace      |                   | FL          | Orlando           |       | 241       | 98.8%         | $255.97        
|(a) | Palm Valley           |                   | FL          | Orlando           |       | 790       | 81.4%         | $362.33        
|    | Parkwood Communities  |                   | FL          | Orlando           |       | 698       | 95.3%         | $191.98        
|(a) | Pinelake Gardens      |                   | FL          | Vero Beach        |       | 532       | 86.1%         | $343.16        
|    | Shadow Hills          |                   | FL          | Orlando           |       | 670       | 79.1%         | $346.76        
|    | Sunny South Estates   |                   | FL          | West Palm Beach   |       | 319       | 95.3%         | $410.51        
|    | Tara Woods            |                   | FL          | Tampa             |       | 531       | 98.7%         | $349.64        
|    | University Village    |                   | FL          | Orlando           |       | 480       | 80.8%         | $352.22        

17



---

##### Table of Contents

|    |                        |                     |             |                   | Total | Total     |               | Weighted       
|--- | ---------------------- | ------------------- | ----------- | ----------------- | ----- | --------- | ------------- | ---------------
|    |                        |                     |             | Location (Closest | Comm- | Number of |               | Average Monthly
|    | Community              | State               | Major City) | unities           | Sites | Occupancy | Rent per Site
|   
|    | Village Green          |                     | FL          | Vero Beach        |       | 780       | 99.9%         | $350.26        
|    |                        | Total Florida       |             |                   | 47    | 19,745    | 91.0%         | $330.67        
|    | Atlanta Meadows        |                     | GA          | Atlanta           |       | 75        | 97.3%         | $276.15        
|(a) | Butler Creek           |                     | GA          | Augusta           |       | 376       | 65.4%         | $206.76        
|    | Camden Point           |                     | GA          | Kingsland         |       | 268       | 48.1%         | $177.04        
|    | Castlewood Estates     |                     | GA          | Atlanta           |       | 334       | 83.2%         | $354.26        
|    | Colonial Coach Estates |                     | GA          | Atlanta           |       | 481       | 76.5%         | $331.09        
|    | Golden Valley          |                     | GA          | Atlanta           |       | 131       | 87.0%         | $314.47        
|    | Landmark               |                     | GA          | Atlanta           |       | 524       | 88.2%         | $303.76        
|    | Marnelle               |                     | GA          | Atlanta           |       | 205       | 90.7%         | $319.19        
|    | South Oaks             |                     | GA          | Atlanta           |       | 295       | 49.8%         | $122.48        
|    | Hunter Ridge           |                     | GA          | Atlanta           |       | 809       | 92.7%         | $328.56        
|    | Four Seasons           |                     | GA          | Atlanta           |       | 214       | 95.8%         | $303.30        
|    | Friendly Village       |                     | GA          | Atlanta           |       | 203       | 97.0%         | $387.38        
|    | Lamplighter Village    |                     | GA          | Atlanta           |       | 431       | 94.9%         | $367.31        
|    | The Mill               |                     | GA          | Atlanta           |       | 150       | 88.7%         | $276.62        
|    | Pooles Manor           |                     | GA          | Atlanta           |       | 194       | 78.9%         | $327.18        
|    | Shadowood              |                     | GA          | Atlanta           |       | 506       | 94.1%         | $354.32        
|    | Smoke Creek            |                     | GA          | Atlanta           |       | 264       | 87.1%         | $325.76        
|    | Stone Mountain         |                     | GA          | Atlanta           |       | 354       | 91.8%         | $382.24        
|    | Suburban Woods         |                     | GA          | Atlanta           |       | 216       | 87.5%         | $338.24        
|    | Woodlands of Kennesaw  |                     | GA          | Atlanta           |       | 273       | 91.2%         | $390.68        
|    |                        | Total Georgia       |             |                   | 20    | 6,303     | 84.4%         | $323.13        
|    | Lakewood Estates       |                     | IA          | Davenport         |       | 180       | 92.2%         | $299.84        
|    | Terrace Heights        |                     | IA          | Dubuque           |       | 317       | 93.7%         | $286.26        
|    | Wolf Creek             |                     | IA          | Des Moines        |       | 80        | 0.0%          | $0.00          
|    |                        | Total Iowa          |             |                   | 3     | 577       | 80.2%         | $291.13        
|    | Coach Royale           |                     | ID          | Boise             |       | 91        | 100.0%        | $327.80        
|    | Maple Grove Estates    |                     | ID          | Boise             |       | 270       | 96.7%         | $338.11        
|    | Shenandoah Estates     |                     | ID          | Boise             |       | 154       | 94.2%         | $321.06        
|    |                        | Total Idaho         |             |                   | 3     | 515       | 96.5%         | $331.25        
|    | Falcon Farms           |                     | IL          | Moline            |       | 215       | 90.2%         | $277.71        
|    | Maple Ridge/Valley     |                     | IL          | Kankakee          |       | 276       | 98.6%         | $297.83        
|    |                        | Total Illinois      |             |                   | 3     | 491       | 94.9%         | $289.45        
|(a) | Broadmore              |                     | IN          | South Bend        |       | 370       | 76.8%         | $284.47        
|    | Forest Creek           |                     | IN          | South Bend        |       | 167       | 84.4%         | $317.86        
|(a) | Fountainvue            |                     | IN          | Marion            |       | 120       | 87.5%         | $193.71        
|    | Hickory Knoll          |                     | IN          | Indianapolis      |       | 325       | 92.6%         | $343.13        
|    | Hoosier Estates        |                     | IN          | Indianapolis      |       | 288       | 97.9%         | $196.01        
|    | Mariwood               |                     | IN          | Indianapolis      |       | 296       | 95.3%         | $322.52        
|    | Oak Ridge              |                     | IN          | South Bend        |       | 204       | 86.8%         | $284.29        
|(a) | Sherwood               |                     | IN          | Marion            |       | 135       | 45.9%         | $233.42        
|    | Skyway                 |                     | IN          | Indianapolis      |       | 156       | 87.2%         | $327.55        
|    | Twin Pines             |                     | IN          | Goshen            |       | 238       | 92.0%         | $301.12        
|    |                        | Total Indiana       |             |                   | 10    | 2,299     | 86.5%         | $269.55        
|    | Mosbys Point          |                     | KY          | Cincinnati        |       | 150       | 96.0%         | $333.61        
|    |                        | Total Kentucky      |             |                   | 1     | 150       | 96.0%         | $333.61        
|    | Pinecrest Village      |                     | LA          | Shreveport        |       | 446       | 74.9%         | $173.28        
|    | Stonegate, LA          |                     | LA          | Shreveport        |       | 157       | 95.5%         | $198.95        
|    |                        | Total Louisiana     |             |                   | 2     | 603       | 80.3%         | $181.24        
|    | Hillcrest              |                     | MA          | Boston            |       | 83        | 98.8%         | $362.23        
|    | Leisurewoods Rockland  |                     | MA          | Boston            |       | 394       | 99.2%         | $365.05        
|(a) | Leisurewoods Taunton   |                     | MA          | Boston            |       | 222       | 99.5%         | $323.53        
|    | The Glen               |                     | MA          | Boston            |       | 36        | 100.0%        | $438.49        
|    |                        | Total Massachusetts |             |                   | 4     | 735       | 99.3%         | $355.79        
|(a) | Algoma Estates         |                     | MI          | Grand Rapids      |       | 342       | 81.9%         | $337.77        
|    | Anchor Bay             |                     | MI          | Detroit           |       | 1,384     | 90.8%         | $378.09        
|    | Arbor Village          |                     | MI          | Jackson           |       | 266       | 97.0%         | $283.24        
|    | Avon                   |                     | MI          | Detroit           |       | 617       | 96.4%         | $443.10        

18



---

##### Table of Contents

|    |                                 |                      |             |                      | Total  | Total     |               | Weighted       
|--- | ------------------------------- | -------------------- | ----------- | -------------------- | ------ | --------- | ------------- | ---------------
|    |                                 |                      |             | Location (Closest    | Comm-  | Number of |               | Average Monthly
|    | Community                       | State                | Major City) | unities              | Sites  | Occupancy | Rent per Site
|   
|(a) | Canterbury Estates              |                      | MI          | Grand Rapids         |        | 290       | 65.5%         | $255.16        
|    | Chesterfield                    |                      | MI          | Detroit              |        | 345       | 95.4%         | $414.86        
|(a) | Chestnut Creek                  |                      | MI          | Flint                |        | 221       | 88.2%         | $320.36        
|    | Clinton                         |                      | MI          | Detroit              |        | 1,000     | 92.1%         | $405.93        
|    | Colonial Acres                  |                      | MI          | Kalamazoo            |        | 612       | 89.1%         | $316.04        
|    | Colonial Manor                  |                      | MI          | Kalamazoo            |        | 195       | 91.3%         | $294.29        
|    | Country Estates                 |                      | MI          | Grand Rapids         |        | 254       | 84.6%         | $312.44        
|(a) | Cranberry                       |                      | MI          | Pontiac              |        | 328       | 81.7%         | $392.07        
|(b) | Deerfield Manor (aka Allendale) |                      | MI          | Allendale            |        | 96        | 37.5%         | $192.57        
|    | Ferrand Estates                 |                      | MI          | Grand Rapids         |        | 420       | 99.0%         | $368.19        
|(a) | Forest Lake Estates             |                      | MI          | Grand Rapids         |        | 221       | 73.3%         | $323.03        
|(b) | Glenmoor                        |                      | MI          | Grand Rapids         |        | 41        | 7.3%          | $204.10        
|(a) | Grand Blanc                     |                      | MI          | Flint                |        | 478       | 85.1%         | $393.66        
|    | Holiday Estates                 |                      | MI          | Grand Rapids         |        | 205       | 98.0%         | $344.72        
|(b) | Holly Hills                     |                      | MI          | Holly                |        | 96        | 69.8%         | $191.51        
|    | Howell                          |                      | MI          | Lansing              |        | 455       | 94.9%         | $395.17        
|(a) | Huron Estates                   |                      | MI          | Flint                |        | 111       | 82.0%         | $241.07        
|    | Lake in the Hills               |                      | MI          | Detroit              |        | 238       | 99.2%         | $414.66        
|(a) | Leonard Gardens                 |                      | MI          | Grand Rapids         |        | 323       | 72.1%         | $331.95        
|    | Macomb                          |                      | MI          | Detroit              |        | 1,427     | 90.9%         | $411.88        
|(b) | Maple Run                       |                      | MI          | Clio                 |        | 145       | 54.5%         | $281.49        
|    | Norton Shores                   |                      | MI          | Grand Rapids         |        | 656       | 80.9%         | $291.92        
|    | Novi                            |                      | MI          | Detroit              |        | 725       | 88.8%         | $449.47        
|    | Oakhill                         |                      | MI          | Flint                |        | 504       | 85.5%         | $387.09        
|    | Old Orchard                     |                      | MI          | Flint                |        | 200       | 100.0%        | $358.22        
|    | Orion                           |                      | MI          | Detroit              |        | 423       | 93.6%         | $372.03        
|(b) | Pine Lakes                      |                      | MI          | Lapeer               |        | 136       | 61.8%         | $337.95        
|    | Pinewood                        |                      | MI          | Columbus             |        | 380       | 94.5%         | $337.22        
|    | Pleasant Ridge                  |                      | MI          | Lansing              |        | 305       | 62.6%         | $278.33        
|    | Royal Estates                   |                      | MI          | Kalamazoo            |        | 183       | 86.9%         | $342.58        
|    | Science City                    |                      | MI          | Midland              |        | 171       | 90.1%         | $318.96        
|    | Springbrook                     |                      | MI          | Utica                |        | 398       | 97.2%         | $371.12        
|    | Sun Valley                      |                      | MI          | Jackson              |        | 197       | 91.9%         | $267.23        
|    | Swan Creek                      |                      | MI          | Ann Arbor            |        | 294       | 99.0%         | $378.18        
|(a) | The Highlands                   |                      | MI          | Flint                |        | 682       | 89.0%         | $325.99        
|(a) | Torrey Hills                    |                      | MI          | Flint                |        | 377       | 89.1%         | $371.60        
|    | Valley Vista                    |                      | MI          | Grand Rapids         |        | 137       | 91.2%         | $355.62        
|    | Villa                           |                      | MI          | Flint                |        | 319       | 83.4%         | $377.46        
|(a) | Westbrook                       |                      | MI          | Detroit              |        | 388       | 84.5%         | $420.55        
|    | Yankee Spring                   |                      | MI          | Grand Rapids         |        | 284       | 83.5%         | $270.43        
|    |                                 | Total Michigan       |             | 44                   | 16,869 | 87.7%     | $365.76      
|    | Cedar Knolls                    |                      | MN          | Minneapolis          |        | 458       | 96.3%         | $437.23        
|    | Cimmaron                        |                      | MN          | St. Paul             |        | 505       | 97.6%         | $448.25        
|    | Rosemount                       |                      | MN          | Minneapolis/St. Paul |        | 182       | 99.5%         | $425.54        
|    | Twenty-Nine Pines               |                      | MN          | St. Paul             |        | 152       | 88.8%         | $344.18        
|    |                                 | Total Minnesota      |             | 4                    | 1,297  | 96.4%     | $429.84      
|(b) | North Creek                     |                      | MO          | Kansas City          |        | 234       | 0.0%          | $0.00          
|(a) | Springfield Farms               |                      | MO          | Springfield          |        | 290       | 53.4%         | $189.71        
|    |                                 | Total Missouri       |             | 2                    | 524    | 29.6%     | $23.52       
|    | Autumn Forest                   |                      | NC          | Greensboro           |        | 299       | 73.2%         | $271.71        
|    | Foxhall Village                 |                      | NC          | Raleigh              |        | 315       | 95.2%         | $329.40        
|    | Oakwood Forest                  |                      | NC          | Greensboro           |        | 481       | 81.1%         | $272.91        
|    | Woodlake                        |                      | NC          | Greensboro           |        | 308       | 85.4%         | $270.19        
|    |                                 | Total North Carolina |             |                      | 4      | 1,403     | 83.5%         | $286.54        
|    | Buena Vista                     |                      | ND          | Fargo                |        | 400       | 97.8%         | $296.43        
|    | Columbia Heights                |                      | ND          | Grand Forks          |        | 302       | 95.4%         | $311.77        
|    | Presidents Park                |                      | ND          | Grand Forks          |        | 174       | 86.8%         | $257.60        
|    | Meadow Park                     |                      | ND          | Fargo                |        | 117       | 96.6%         | $235.04        
|    |                                 | Total North Dakota   |             |                      | 4      | 993       | 95.0%         | $277.41        

19



---

##### Table of Contents

|      |                                                                       |                      |             |                   | Total | Total     |               | Weighted       
|----- | --------------------------------------------------------------------- | -------------------- | ----------- | ----------------- | ----- | --------- | ------------- | ---------------
|      |                                                                       |                      |             | Location (Closest | Comm- | Number of |               | Average Monthly
|      | Community                                                             | State                | Major City) | unities           | Sites | Occupancy | Rent per Site
|     
|(b)   | Berrymans Branch                                                     |                      | NJ          | Philadelphia      |       | 257       | 86.8%         | $373.58        
|      | Shenandoah Village                                                    |                      | NJ          | Philadelphia      |       | 359       | 99.4%         | $366.12        
|      |                                                                       | Total New Jersey     |             |                   | 2     | 616       | 94.2%         | $368.99        
|      | Tierra West                                                           |                      | NM          | Albuquerque       |       | 653       | 57.0%         | $344.20        
|      |                                                                       | Total New Mexico     |             |                   | 1     | 653       | 57.0%         | $344.20        
|      | Mountain View                                                         |                      | NV          | Las Vegas         |       | 349       | 99.4%         | $519.23        
|      |                                                                       | Total Nevada         |             |                   | 1     | 349       | 99.4%         | $519.23        
|      | Casual Estates                                                        |                      | NY          | Syracuse          |       | 961       | 66.5%         | $313.57        
|      | Meadowbrook                                                           |                      | NY          | Ithaca            |       | 237       | 65.0%         | $296.38        
|      |                                                                       | Total New York       |             |                   | 2     | 1,198     | 66.2%         | $310.23        
|(a)   | Hunters Chase                                                        |                      | OH          | Lima              |       | 135       | 65.9%         | $180.06        
|      | Vance                                                                 |                      | OH          | Columbus          |       | 113       | 81.4%         | $277.14        
|      | Willo-Arms                                                            |                      | OH          | Cleveland         |       | 262       | 94.3%         | $233.53        
|      | Yorktowne                                                             |                      | OH          | Cincinnati        |       | 354       | 92.4%         | $360.79        
|      |                                                                       | Total Ohio           |             |                   | 4     | 864       | 87.4%         | $287.66        
|      | Crestview                                                             |                      | OK          | Stillwater        |       | 237       | 69.6%         | $224.36        
|      |                                                                       | Total Oklahoma       |             |                   | 1     | 237       | 69.6%         | $224.36        
|      | Knoll Terrace                                                         |                      | OR          | Salem             |       | 212       | 89.2%         | $398.38        
|      | Riverview                                                             |                      | OR          | Portland          |       | 133       | 86.5%         | $442.31        
|      |                                                                       | Total Oregon         |             |                   | 2     | 345       | 88.1%         | $415.00        
|      | Greenbriar Village                                                    |                      | PA          | Allentown         |       | 319       | 98.4%         | $393.33        
|      |                                                                       | Total Pennsylvania   |             |                   | 1     | 319       | 98.4%         | $393.33        
|(a)   | Carnes Crossing                                                       |                      | SC          | Summerville       |       | 608       | 84.2%         | $215.07        
|(a)   | Conway Plantation                                                     |                      | SC          | Myrtle Beach      |       | 299       | 81.3%         | $181.06        
|      | Saddlebrook                                                           |                      | SC          | Charleston        |       | 426       | 93.0%         | $226.55        
|      |                                                                       | Total South Carolina |             |                   | 3     | 1,333     | 86.3%         | $211.84        
|(a)   | Eagle Creek                                                           |                      | TX          | Tyler             |       | 198       | 82.3%         | $182.17        
|      | Homestead Ranch                                                       |                      | TX          | McAllen           |       | 126       | 81.7%         | $225.84        
|      | Leisure World                                                         |                      | TX          | Brownsville       |       | 201       | 91.5%         | $234.57        
|      | The Homestead                                                         |                      | TX          | McAllen           |       | 99        | 97.0%         | $246.76        
|      | Trails End                                                           |                      | TX          | Brownsville       |       | 295       | 74.6%         | $232.82        
|      | Arlington Lakeside                                                    |                      | TX          | Dallas            |       | 233       | 96.1%         | $288.90        
|      | Creekside                                                             |                      | TX          | Dallas            |       | 585       | 97.9%         | $401.53        
|      | Grand Place                                                           |                      | TX          | Dallas            |       | 333       | 98.8%         | $366.08        
|(a)   | Misty Winds                                                           |                      | TX          | Corpus Christi    |       | 357       | 86.8%         | $284.75        
|      | North Bluff Estates                                                   |                      | TX          | Austin            |       | 274       | 96.7%         | $359.72        
|      | Northwood                                                             |                      | TX          | Dallas            |       | 455       | 96.9%         | $383.81        
|      | Stonegate Austin                                                      |                      | TX          | Austin            |       | 359       | 95.8%         | $385.13        
|      | Stonegate Pines                                                       |                      | TX          | Dallas            |       | 160       | 97.5%         | $322.92        
|(b)   | Onion Creek                                                           |                      | TX          | Austin            |       | 350       | 41.4%         | $340.02        
|      |                                                                       | Total Texas          |             |                   | 14    | 4,025     | 88.3%         | $329.66        
|(a)   | Regency Lakes                                                         |                      | VA          | Winchester        |       | 384       | 95.3%         | $235.18        
|      |                                                                       | Total Virginia       |             |                   | 1     | 384       | 95.3%         | $235.18        
|      | Eagle Point                                                           |                      | WA          | Seattle           |       | 230       | 94.3%         | $501.95        
|      |                                                                       | Total Washington     |             |                   | 1     | 230       | 94.3%         | $501.95        
|      | Breazeale                                                             |                      | WY          | Laramie           |       | 115       | 100.0%        | $269.21        
|      |                                                                       | Total Wyoming        |             |                   | 1     | 115       | 100.0%        | $269.21        
|      |                                                                       |                      |             |                   |       |           |               |                
|Total |                                                                       |                      |             |                   | 209   | 69,789    | 87.9%         | $345.80        
|      |                                                                       |                      |             |                   |       |           |               |                
|(a)   | these properties are included in our active expansion portfolio      
|(b)   | these properties are included in our greenfield development portfolio

20



---

##### Table of Contents

Item 6              Exhibits and Reports on Form 8-K

(a)          Exhibits and Index of
ExhibitsNone.

(b)          Reports on Form
8-KNone.

21



---

##### Table of Contents

SIGNATURE

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 14th day of August, 2002.

CP LIMITED
PARTNERSHIP

| | By: /s/ Tamara D. FischerTamara D. FischerExecutive Vice President and Chief Financial Officer(Duly Authorized Officer and PrincipalFinancial and Accounting
Officer)
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

22