-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JndJQCNlfHfOwIPkLVqKprFVnBLJG+5bOWSe+NaC6PBBiRfbCjVJczvwWHPlZeP1 uWt4pSw+lm2LACsSrhXDoA== 0000909012-03-000191.txt : 20030311 0000909012-03-000191.hdr.sgml : 20030311 20030311155010 ACCESSION NUMBER: 0000909012-03-000191 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHAFFER DIVERSIFIED FUND LP CENTRAL INDEX KEY: 0001123429 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 134132934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-46550 FILM NUMBER: 03599520 BUSINESS ADDRESS: STREET 1: 70 WEST RED OAK LANE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146977558 MAIL ADDRESS: STREET 1: 70 WEST RED OAK LANE CITY: WHITE PLAINS STATE: NY ZIP: 10604 10-K 1 t300121.txt SHAFFER DIVERSIFIED FUND, LP - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 COMMISSION FILE NO. 333-46550 OR FOR THE TRANSITION PERIOD FROM TO SHAFFER DIVERSIFIED FUND, LP (Name of registrant as specified in its charter) DELAWARE 13-4132934 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 925 WESTCHESTER AVENUE, 10604 ----- WHITE PLAINS, NEW YORK (Zip Code) ---------------------- (Address of principal executive offices) Issuer's Telephone Number, including Area Code: (800) 352-5265 -------------- Securities registered under Section 12(b) of the Act: NONE Securities registered under Section 12(g) of the Act: NONE (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes X No ----- ------ The Registrant has no voting stock. As of December 31, 2002 there were no Units of Limited Partnership Interests issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Prospectus dated October 25, 2002 included within the Registration Statement on Form S-1 (File No. 333-4655), incorporated by reference into Parts I and II. SHAFFER DIVERSIFIED FUND, LP INDEX PART I - FINANCIAL INFORMATION Page No. ------------------------------ -------- Item 1. Financial Statements Statements of Financial Condition 3 as of December 31, 2002 (unaudited) and December 31, 2001 (audited) Statements of Operations (unaudited) for the 4 Years ended December 31, 2002 and 2001 (audited) Statements of Cash Flows (uaudited) for the 5 Years Ended December 31, 2002 and 2001 (audited) Statements of Changes in Partners' Capital 6 (unaudited) for the Years Ended December 31, 2002 and 2001 (audited) Notes to Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis 10 of Financial Condition and Results of Operations PART II - OTHER INFORMATION 11 --------------------------- Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SHAFFER DIVERSIFIED FUND, LP STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 2002 (UNAUDITED) AND DECEMBER 31, 2001 (AUDITED)
December 31, December 31, 2002 2001 -------- -------- ASSETS: Cash -- 586 Cash in escrow account -- 413,000 -------- -------- 0 413,586 -------- -------- Total assets $ 0 $413,586 ======== ======== LIABILITIES: Subscription deposits $ -- $413,000 -------- -------- Total liabilities 0 413,000 -------- -------- PARTNERS' CAPITAL (Net Asset Value) General Partner - 0 units outstanding at December 31, 2002 and 1 unit at December 31, 2001 -- 586 Limited Partners - 0 units outstanding at December 31, 2002 and 1 unit at December 31, 2001 -- -- -------- -------- Total partners' capital (Net Asset Value) 0 586 -------- -------- Total partners' capital and liabilities $ 0 $413,586 ======== ========
See accompanying Notes to the Financial Statements. SHAFFER DIVERSIFIED FUND, LP STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
Unaudited Audited 2002 2001 -------- -------- INCOME Trading gains Realized $ 67,441 $ -- Change in unrealized -- -- -------- -------- Gains (losses) from trading 67,441 0 Investment income Interest income 13,601 -- -------- -------- Total income (loss) 81,042 0 -------- -------- OPERATING EXPENSES: Brokerage trading fees $ 22,278 $ -- Management fees 33,665 -- Operating expenses 17,112 1,330 -------- -------- Total expenses 73,055 1,330 -------- -------- Net income (loss) before special allocation to the General Partner 7,987 (1,330) Special allocation to the general partner 19,052 -- -------- -------- NET INCOME (LOSS) AVAILABLE FOR PRO RATA DISTRIBUTION $(11,065) $ (1,330) ======== ======== NET INCOME (LOSS) PER UNIT OF PARTNERSHIP INTEREST Weighted average number of units outstanding during the period 1,068.225 2.000 ======== ======== Net Income (Loss) per unit $ (10.36) $(665.00) ======== ========
See accompanying Notes to the Financial Statements. SHAFFER DIVERSIFIED FUND, LP STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2002 and 2001
Unaudited Audited 2002 2001 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 7,987 $ (1,330) Adjustments to reconcile net income (loss) to net cash used in operating activities Net change in unrealized - Futures Contracts -- -- Net change in unrealized - US Government Securities -- Net (purchases) of investments in United States Government Securities -- Increase in account payable and accrued expenses -- -- --------- --------- Net cash used in operating activities 7,987 (1,330) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Addition of units 1,161,000 -- Sales charges and syndication fees (55,550) -- Redemption of units and withdrawals 1,114,023 -- --------- --------- Net cash provided by financing activities (8,573) -- ========= ========= Net decrease in cash and cash equivalents (586) (1,330) --------- --------- CASH AND CASH EQUIVALENTS Beginning of period 586 1,916 End of period $ 0 $ 586 ========= ========= End of period cash and cash equivalents consists of: Cash in bank -- 586 --------- --------- Total end of period cash and cash equivalents $ 0 $ 586 ========= ========= Supplemental Disclosure of Non Cash Financing Activities: Subscription deposits received in advance $ 413,000 $ -- ========= =========
See accompanying Notes to the Financial Statements SHAFFER DIVERSIFIED FUND, LP STATEMENTS OF CHANGES IN PARTNERS' CAPITAL NET ASSET VALUE FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)
Total Partners' Capital Units General Limited Total ----------- ----------- ----------- ----------- YEAR ENDED DECEMBER 31, 2002 Balances at December 31, 2001 2.00 $ (414) 1,000 $ 586 Additions 1,150.203 50,000 1,111,000 1,161,000 Allocation of net income For the year ended December 31, 2002: Special allocation to the General Partner 18.161 19,052 19,052 Net income available for pro rata distribution (497) (10,568) (11,065) Sales charges and syndication fees (55,550) (55,550) Redemptions and withdrawals (1,170.364) (68,141) (1,045,882) (1,114,023) ----------- ----------- ----------- ----------- Balances at December 31, 2002 0.000 $ 0 $ 0 $ 0 =========== =========== =========== =========== Net asset value per unit At December 31, 2002 $ 0.00 =========== At December 31, 2001 $ 293.00 ===========
See accompanying Notes to the Financial Statements. SHAFFER DIVERSIFIED FUND, LP NOTES TO FINANCIAL STATEMENTS The financial statements are unaudited (except for the balance sheet information as of December 31, 2001 and the statement of operations for the year ended December 31, 2001, which is derived from the Fund's audited financial statements) and reflect all adjustments (consisting only of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods. The financial statements should be read in conjunction with the notes thereto, together with management's discussion and analysis of financial condition and results of operations. NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A) GENERAL DESCRIPTION Shaffer Diversified Fund, LP (the "Partnership" or the "Fund") was a limited partnership organized on August 29, 2000 under the Delaware Revised Uniform Limited Partnership Act. The Fund was a commodity investment pool. Specifically, the Fund invested in a diversified portfolio consisting primarily of currency, interest rate, grain, metal and energy futures contracts. The Fund discontinued its trading as of December 19, 2002, returned all proceeds of the Fund to the Partners and terminated its existence as of December 31, 2002. The General Partner of the Fund was Shaffer Asset Management, Inc. The General Partner was also the commodity-trading advisor of the Fund. On December 19, 2002, Shaffer Asset Management, Inc. ceased the trading operations of the Fund, returned the proceeds to the Partners, terminated the trading advisory agreement, terminated all other agreements with the Fund and withdrew as the General Partner of the Fund. B) FINANCIAL STATEMENT REPORTING The Fund's financial statements are presented in conformity with generally accepted accounting principles, which require using certain estimates and assumptions made by the Fund's management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. Transactions are accounted for on the trade date. Gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the statement of financial position as a net gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board Interpretation No. 39 - "Offsetting of Amounts Related to Certain Contracts." Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. Brokerage expenses and other trading fees paid directly to the broker are included in "brokerage fees" and are charged to expenses when contracts are open. United States government securities are stated at cost plus accrued interest, which approximates market value. C) CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash and money market deposits held at financial institutions and short term securities with maturity dates of less than three months from the date of the financial statements. D) INCOME TAXES The Partnership is not subject to income taxes. The partners report their allocable share of income, expense and trading gains or losses on their own tax returns. E) ORGANIZATION COSTS AND OPERATING EXPENSES The General Partner had agreed to pay all expenses associated with the organization of the Fund. Shaffer Asset Management, Inc. incurred total costs in connection with the organization of the Fund of approximately $463,000 through December 31, 2002. Shaffer Asset Management, Inc has terminated this agreement. F) REGULATION The Fund's operations are regulated by the provisions of the Commodity Exchange Act, the regulations of the Commodity Futures Trading Commission, and the rules of the National Futures Association. The Fund is subject to regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. As a commodity investment pool, the Fund is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States ("US") Government which regulates most aspects of the commodity futures industry; the rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of Futures Commission Merchants or Brokers through which the Fund trades. In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long and net short positions which any person, including the Fund, may hold or control in particular commodities. Most exchanges also limit the maximum changes in futures contract prices that may occur during a single trading day. G) ALLOCATION OF INCOME The General Partner and each Limited Partner share in the profits and losses of the partnership in proportion to their respective interests in the partnership, except for the incentive allocation to the General Partner. A Limited Partner's loss is limited to the amount of his or her investment. H) NET ASSET VALUE PER UNIT Net Asset Value is calculated by dividing the Net Assets of the Fund at the end of the reporting period by the number of Fund Units outstanding at the end of the reporting period. The Net Assets of the Fund is equal to: total assets, less total liabilities, of the Fund determined on the basis of generally accepted accounting principles. Net Assets shall include any unrealized profits or losses on open positions, and any fee or expense including net asset fees accruing to the Fund. NOTE 2. GENERAL PARTNER AND COMMODITY TRADING ADVISOR The General Partner of the Fund was Shaffer Asset Management, Inc. The General Partner was also the commodity-trading advisor of the Fund. On December 19, 2002, Shaffer Asset Management, Inc. closed the Fund, returned the proceeds to the Partners, terminated the trading advisory agreement, terminated all other agreements with the Fund and withdrew as the General Partner of the Fund. The General Partner shares in all Fund income and losses to the extent of its interest in the Fund. The General Partner also received on a quarterly basis an incentive allocation from the Fund equivalent to 15% per year of any increase in the cumulative appreciation of the net asset value of the Fund, as defined in the Partnership Agreement. NOTE 3. DEPOSITS WITH BROKER AND FINANCIAL INSTITUTIONS The Fund deposits assets with a broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements and other financial institutions. The Fund satisfies margin requirements by depositing U.S. Treasury bills and cash with such broker and other financial institutions. The Fund earns interest income on these assets. NOTE 4. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS Investments in the Fund were made by subscription agreement, subject to acceptance by Shaffer Asset. NOTE 5. TRADING ACTIVITIES AND RELATED RISKS The Fund engaged in the speculative trading of US commodity futures contracts, which are derivative financial instruments. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Shaffer Diversified Fund, LP (the "Partnership" or the "Fund") was a limited partnership organized on August 29, 2000 under the Delaware Revised Uniform Limited Partnership Act as an investment vehicle that allowed investors to include commodity futures contracts traded on the United States commodity futures markets in their portfolios in the same way that they include mutual funds, money market funds and limited partnerships. The Fund originally filed a registration statement with the United States Securities and Exchange Commission on September 25, 2000 for the sale of a minimum of $1,000,000 and a maximum of $25,000,000 in Units of Limited Partnership at $1,000.00 each, ($950.00 + $50.00 sales charges & syndication fees), which registration statement was declared effective on October 16, 2001. The Fund's initial offering period lasted approximately 120 days and ended February 13, 2002. During the initial offering the Fund accepted subscriptions for 1,049 Units of Limited Partnership Interests at a selling price of $1,000.00 ($950.00 + $50.00 sales charges & syndication fees) for a total of $1,049,000. Selling charges and expenses of $49,950.were disbursed at closing and the Fund commenced trading activities with net proceeds of $996,550. The Fund commenced trading February 14, 2002. The Fund discontinued its trading as of December 19, 2002, returned all proceeds of the Fund to the Partners and terminated its existence as of December 31, 2002. RESULTS OF OPERATIONS The Fund commenced trading operations February 14, 2002 and discontinued December 19, 2002. The return for the year ending December 31, 2002 was -0-%. PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings None. ITEM 2. Changes in Securities and Use of Proceeds The Fund terminated its trading operations, liquidated all assets, distributes the entire proceeds to the Partners and ceased existence. ITEM 3. Defaults Upon Senior Securities None. ITEM 4. Submission of Matters to a Vote of Security Holders None. ITEM 5. Other Information None. ITEM 6. Exhibits and Reports on Form 8-K A. Exhibits Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Daniel S. Shaffer Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Bruce I. Greenberg B. Reports on Form 8-K None.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Shaffer Diversified Fund, LP By: Shaffer Asset Management, Inc. General Partner Date: January 28, 2003 By: /s/ Bruce Ira Greenberg ------------------------ Bruce I Greenberg Chief Financial Officer VP/Treasurer/Director EXHIBIT INDEX Exhibit Index Exhibit ------- ------- 99.1 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Daniel S. Shaffer 99.2 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Bruce I. Greenberg EX-99.1 3 exhibit99-1.txt CERTIFICATION CEO Exhibit 99.1 CERTIFICATION OF PERIODIC REPORT I, Daniel S. Shaffer, CEO of Shaffer Asset Management, Inc. General Partner of the Shaffer Diversified Fund, LP (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350, that: 1) The Quarterly Report on form 10-Q of the Company for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 28, 2003 Shaffer Diversified Fund, LP By: Shaffer Asset Management, Inc. General Partner By: /s/ Daniel S. Shaffer ------------------------------ Daniel S. Shaffer Chief Executive Officer President/Secretary/Director EX-99.2 4 exhibit99-2.txt CERTIFICATION OF CFO Exhibit 99.2 CERTIFICATION OF PERIODIC REPORT I, Bruce I. Greenberg, CFO of Shaffer Asset Management, Inc. General Partner of the Shaffer Diversified Fund, LP (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. section 1350, that: 3) The Quarterly Report on form 10-Q of the Company for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 28, 2003 Shaffer Diversified Fund, LP By: Shaffer Asset Management, Inc. General Partner By: /s/ Bruce I Greenberg ----------------------- Bruce I Greenberg Chief Financial Officer VP/Treasurer/Director -----END PRIVACY-ENHANCED MESSAGE-----