-----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, TJyneY6eg+UqBhzPACVUWcg4K7y0iLHqi2OwsYyC16eS1DRlUeLGmcupJ9nTys/t c2SEAsEKv5AwL2ASIGT2Dg== 0000898733-99-000244.txt : 19990402 0000898733-99-000244.hdr.sgml : 19990402 ACCESSION NUMBER: 0000898733-99-000244 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL BACHE CAPITAL RETURN FUTURES FUND 2 L P CENTRAL INDEX KEY: 0000851786 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 133533120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-18418 FILM NUMBER: 99581318 BUSINESS ADDRESS: STREET 1: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128047866 10-K 1 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to ______________________ Commission file number 0-18418 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3533120 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One New York Plaza, 13th Floor, New York, New York 10292 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 778-7866 Securities registered pursuant to Section 12(b) of the Act: None - ------------------------------------------------------------------------------- Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest - ------------------------------------------------------------------------------- (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 CK No__ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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. [ ] DOCUMENTS INCORPORATED BY REFERENCE Agreement of Limited Partnership of the Registrant, dated June 8, 1989, included as part of the Registration Statement on Form S-1 (File No. 33-29039) filed with the Securities and Exchange Commission on June 9, 1989 pursuant to Rule 424(b) of the Securities Act of 1933, and amended and restated as of July 21, 1989, is incorporated by reference into Part IV of this Annual Report on Form 10-K Registrant's Annual Report to Limited Partners for the year ended December 31, 1998 is incorporated by reference into Parts II and IV of this Annual Report on Form 10-K Index to exhibits can be found on pages 7 through 9. PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) TABLE OF CONTENTS
PART I PAGE Item 1 Business......................................................................... 3 Item 2 Properties....................................................................... 4 Item 3 Legal Proceedings................................................................ 4 Item 4 Submission of Matters to a Vote of Limited Partners.............................. 4 PART II Item 5 Market for the Registrant's Units and Related Limited Partner Matters............ 4 Item 6 Selected Financial Data.......................................................... 4 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations..................................................................... 4 Item 7A Quantitative and Qualitative Disclosures About Market Risk....................... 5 Item 8 Financial Statements and Supplementary Data...................................... 5 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................................................................... 5 PART III Item 10 Directors and Executive Officers of the Registrant............................... 5 Item 11 Executive Compensation........................................................... 6 Item 12 Security Ownership of Certain Beneficial Owners and Management................... 6 Item 13 Certain Relationships and Related Transactions................................... 6 PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K................. 7 Financial Statements and Financial Statement Schedules........................... 7 Exhibits......................................................................... 7 Reports on Form 8-K.............................................................. 9 SIGNATURES.................................................................................. 10
2 PART I Item 1. Business General Prudential-Bache Capital Return Futures Fund 2, L.P. (the 'Registrant'), a Delaware limited partnership, was formed on June 8, 1989 and will terminate on December 31, 2009 unless terminated sooner under the provisions of the Amended and Restated Agreement of Limited Partnership (the 'Partnership Agreement'). The Registrant was formed to engage primarily in the speculative trading of a portfolio consisting primarily of commodity futures, forward and options contracts. Physical commodities also may be traded from time to time. On October 6, 1989, the Registrant completed its offering and raised $101,010,000 from the sale of 1,000,000 units of limited partnership interest and 10,100 units of general partnership interest (collectively, 'Units') which resulted in net proceeds to the Registrant of $99,010,000. The Registrant's fiscal year for book and tax purposes ends on December 31. All trading decisions for the Registrant are currently being made by Welton Investment Corporation ('Welton'), Eclipse Capital Management, Inc. ('Eclipse'), Gaiacorp Ireland Limited ('Gaiacorp') and Trendlogic Associates, Inc. ('Trendlogic'), independent commodity trading managers (collectively, the 'Trading Managers'). Effective September 1, 1998, all assets previously managed by John W. Henry & Company, Inc. (the 'Reallocated Assets') were reallocated to Welton, Eclipse and to two trading managers new to the Registrant--Gaiacorp and Trendlogic--so that each Trading Manager began managing approximately 27% of the Registrant's assets, except for Trendlogic, which began managing approximately 19%. The Trading Managers receive monthly management fees on their portion of the Reallocated Assets equal to a 2% annual rate as compared to the 4% annual rate paid to John W. Henry & Company, Inc. The Trading Managers earn a quarterly incentive fee equal to 20% of New High Net Trading Profits (as defined in the Advisory Agreement among the Registrant, the General Partner and each respective Trading Manager) on the Reallocated Assets, except for Trendlogic whose quarterly incentive fee rate is 17.5%. John W. Henry & Company, Inc. received quarterly incentive fees at a 15% rate. Eclipse replaced Analytic/TSA Capital Management ('TSA') as a trading manager effective July 1, 1997. Eclipse receives management fees at the same rate as did TSA (a monthly fee on traded assets equal to a 2% annual rate). In addition, Eclipse earns a quarterly incentive fee equal to 20% of New High Net Trading Profits (as defined in the Advisory Agreement between the Registrant, the General Partner and Eclipse) as compared to 15% paid to TSA. The General Partner retains the authority to override trading instructions that violate the Registrant's trading policies. The Registrant is engaged solely in the business of commodity futures, forward and options trading; therefore, presentation of industry segment information is not applicable. General partner The general partner of the Registrant is Prudential Securities Futures Management Inc. (the 'General Partner') which is a wholly owned subsidiary of Prudential Securities Incorporated ('PSI'), the Registrant's commodity broker. PSI is a wholly owned subsidiary of Prudential Securities Group Inc. ('PSGI'). The General Partner is required to maintain at least a 1% interest in the Registrant as long as it is acting as the Registrant's general partner. Competition The General Partner and its affiliates have formed and may continue to form various entities to engage in the speculative trading of futures, forward and options contracts which, in part, have certain of the same investment policies as the Registrant. The Registrant is a closed-end fund which does not currently, and does not intend in the future to, solicit the sale of additional Units. As such, the Registrant does not compete with other entities to attract new fund participants. However, to the extent that the Trading Managers recommend similar or identical trades to the Registrant and the other accounts which they manage, the Registrant may compete with those accounts for the execution of the same or similar trades. 3 Employees The Registrant has no employees. Management and administrative services for the Registrant are performed by the General Partner and its affiliates pursuant to the Partnership Agreement as further discussed in Notes A, C and D to the Registrant's annual report to limited partners for the year ended December 31, 1998 ('Registrant's 1998 Annual Report') which is filed as an exhibit hereto. Item 2. Properties The Registrant does not own or lease any property. Item 3. Legal Proceedings There are no material legal proceedings pending by or against the Registrant or the General Partner. Item 4. Submission of Matters to a Vote of Limited Partners None PART II Item 5. Market for the Registrant's Units and Related Limited Partner Matters A significant secondary market for the Units has not developed, and it is not expected that one will develop in the future. There are also certain restrictions set forth in the Partnership Agreement limiting the ability of a partner to transfer Units. However, the Partnership Agreement provides that a limited partner may redeem units as of the last business day of any full calendar quarter at the then current net asset value per Unit. Consequently, holders of Units may not be able to liquidate their investments in the event of an emergency or for any other reason. There are no material restrictions upon the Registrant's present or future ability to make distributions in accordance with the provisions of the Partnership Agreement. No distributions have been made since inception and no distributions are anticipated in the future. As of March 4, 1999, there were 1,168 holders of record owning 99,989 Units, including 1,000 units of general partnership interest. Item 6. Selected Financial Data The following table presents selected financial data of the Registrant. This data should be read in conjunction with the financial statements of the Registrant and the notes thereto on pages 2 through 10 of the Registrant's 1998 Annual Report which is filed as an exhibit hereto.
Year ended December 31, ------------------------------------------------------------------------ 1998 1997 1996 1995 1994 ------------ ------------ ------------ ------------ ------------ Total revenue (including interest) $ 654,083 $ 7,625,240 $ 9,760,109 $12,616,571 $ 1,077,990 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net income (loss) $(2,564,349) $ 3,308,428 $ 5,247,292 $ 8,086,514 $(3,196,076) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net income (loss) per weighted average Unit $ (22.84) $ 25.75 $ 35.04 $ 44.84 $ (12.31) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total assets $24,741,380 $32,378,581 $33,622,033 $33,022,442 $37,316,402 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net asset value per Unit $ 240.34 $ 259.66 $ 233.09 $ 195.71 $ 153.79 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This information is incorporated by reference to pages 11 through 14 of the Registrant's 1998 Annual Report which is filed as an exhibit hereto. 4 Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information regarding quantitative and qualitative disclosures about market risk is not required pursuant to Item 305(e) of Regulation S-K. Item 8. Financial Statements and Supplementary Data The financial statements are incorporated by reference to pages 2 through 10 of the Registrant's 1998 Annual Report which is filed as an exhibit hereto. Supplementary data specified by Item 302 of Regulation S-K (selected quarterly financial data) is not applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None PART III Item 10. Directors and Executive Officers of the Registrant There are no directors or executive officers of the Registrant. The Registrant is managed by the General Partner. The General Partner's directors and executive officers and any persons holding more than 10% of the Registrant's Units ('Ten Percent Owners') are required to report their initial ownership of such Units and any subsequent changes in that ownership to the Securities and Exchange Commission on Forms 3, 4, or 5. Such executive officers, directors and Ten Percent Owners are required by Securities and Exchange Commission regulations to furnish the Registrant with copies of all Forms 3, 4 and 5 they file. All of these filing requirements were satisfied on a timely basis (except Tamara B. Wright, who did not file Form 3 in a timely manner upon becoming a director, but has subsequently filed and is now current in all filings). In making these disclosures, the Registrant has relied solely on written representations of the General Partner's directors and executive officers or copies of the reports that they have filed with the Securities and Exchange Commission during and with respect to its most recent fiscal year. The directors and executive officers of Prudential Securities Futures Management Inc. and their positions with respect to the Registrant are as follows: Name Position - ---------------------------- ---------------------------------------------- Eleanor L. Thomas First Vice President Barbara J. Brooks Chief Financial Officer Steven Carlino Vice President, Chief Accounting Officer and Treasurer A. Laurence Norton, Jr. Director Guy S. Scarpaci Director Tamara B. Wright Senior Vice President and Director ELEANOR L. THOMAS, age 44, has been a Vice President of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. since April 1993 and a First Vice President since October 1998. She is primarily responsible for origination, asset allocation, and due diligence for the managed futures group within PSI. She is also a First Vice President of PSI. Prior to joining PSI in March 1993, she was with MC Baldwin Financial Company from June 1990 through February 1993 and Arthur Anderson & Co. from 1986 through May 1990. Ms. Thomas is a certified public accountant. BARBARA J. BROOKS, age 50, is the Chief Financial Officer of Prudential Securities Futures Management Inc. She is a Senior Vice President of PSI. She is also the Chief Financial Officer of Seaport Futures Management, Inc. and serves in various capacities for other affiliated companies. She has held several positions within PSI since April 1983. Ms. Brooks is a certified public accountant. 5 STEVEN CARLINO, age 35, is a Vice President and Treasurer of Prudential Securities Futures Management Inc. He is a First Vice President of PSI. He is also a Vice President and Treasurer of Seaport Futures Management, Inc. and serves in various capacities for other affiliated companies. Prior to joining PSI in October 1992, he was with Ernst & Young for six years. Mr. Carlino is a certified public accountant. A. LAURENCE NORTON, JR., age 60, is a Director of Prudential Securities Futures Management Inc. He is an Executive Vice President of PSI and, since March 1994, has been the head of the International and Futures Divisions of PSI. He is also a Director of Seaport Futures Management, Inc. From October 1991 to March 1994, he held the position of Executive Director of Retail Development and Retail Strategies at PSI. Prior to joining PSI in 1991, Mr. Norton was a Senior Vice President and Branch Manager of Shearson Lehman Brothers. GUY S. SCARPACI, age 52, is a Director of Prudential Securities Futures Management Inc. He is a First Vice President of the Futures Division of PSI. He is also a Director of Seaport Futures Management, Inc. Mr. Scarpaci has been employed by PSI in positions of increasing responsibility since August 1974. TAMARA B. WRIGHT, age 40, is a Director and a Senior Vice President of Prudential Securities Futures Management Inc. She is a Senior Vice President and Chief Administrative Officer for the International and Futures Divisions of PSI. She is also a Director and a Senior Vice President of Seaport Futures Management, Inc. and serves in various capacities for other affiliated companies. Prior to joining PSI in July 1988, she was a manager with Price Waterhouse. During the fourth quarter of 1998, Steven Carlino replaced Barbara J. Brooks as Treasurer of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. Additionally, during December 1998, Tamara B. Wright was elected as a Senior Vice President and Director of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. On March 26, 1999, Thomas M. Lane, Jr. resigned as President and Director of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. There are no family relationships among any of the foregoing directors or executive officers. All of the foregoing directors and/or executive officers have indefinite terms. Item 11. Executive Compensation The Registrant does not pay or accrue any fees, salaries or any other form of compensation to directors and officers of the General Partner for their services. Certain directors and officers of the General Partner receive compensation from affiliates of the General Partner, not from the Registrant, for services performed for various affiliated entities, which may include services performed for the Registrant; however, the General Partner believes that any compensation attributable to services performed for the Registrant is immaterial. (See also Item 13, Certain Relationships and Related Transactions, for information regarding compensation to the General Partner.) Item 12. Security Ownership of Certain Beneficial Owners and Management As of March 4, 1999, no director or officer of the General Partner owns directly or beneficially any interest in the voting securities of the General Partner. As of March 4, 1999, no director or officer of the General Partner owns directly or beneficially any of the Units issued by the Registrant. As of March 4, 1999, no partner beneficially owns more than five percent (5%) of the limited partnership units issued by the Registrant. Item 13. Certain Relationships and Related Transactions The Registrant has and will continue to have certain relationships with the General Partner and its affiliates. However, there have been no direct financial transactions between the Registrant and the directors or officers of the General Partner. Reference is made to Notes A, C and D to the financial statements in the Registrant's 1998 Annual Report which is filed as an exhibit hereto, which identify the related parties and discuss the services provided by these parties and the amounts paid or payable for their services. 6 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Page in Annual Report (a) 1. Financial Statements and Report of Independent Accountants--incorporated by reference to the Registrant's 1998 Annual Report which is filed as an exhibit hereto Report of Independent Accountants 2 Financial Statements: Statements of Financial Condition--December 31, 1998 and 1997 3 Statements of Operations--Three years ended December 31, 1998 4 Statements of Changes in Partners' Capital--Three years ended December 31, 1998 4 Notes to Financial Statements 5 2. Financial Statement Schedules All schedules have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto. 3. Exhibits Description: 3.1 Agreement of Limited Partnership of the Registrant, dated as of June 8, and 1989 as amended and restated as of July 21, 1989 (incorporated by 4.1 reference to Exhibits 3.1 and 4.1 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989) 4.2 Subscription Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, File No. 33-29039) 4.3 Request for Redemption (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1, File No. 33-29039) 10.1 Escrow Agreement, dated July 21, 1989 among the Registrant, Prudential Securities Futures Management Inc. (formerly known as P-B Futures Management, Inc.), Prudential Securities Incorporated (formerly known as Prudential-Bache Securities Inc.) and Bankers Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989) 10.2 Brokerage Agreement dated October 6, 1989 between the Registrant and Prudential Securities Incorporated (formerly known as Prudential-Bache Securities Inc.) (incorporated by reference to Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989) 10.3 Advisory Agreement dated July 21, 1989 among the Registrant, Prudential Securities Futures Management Inc. (formerly known as P-B Futures Management, Inc.), Eclipse Capital Management, Inc., C.M. Wilson & Associates, Inc. and John W. Henry & Company, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989)
7 10.4 Representation Agreement Concerning the Registration Statement and the Prospectus, dated as of July 21, 1989 among the Registrant, Prudential Securities Futures Management Inc. (formerly known as P-B Futures Management, Inc.), Prudential Securities Incorporated (formerly known as Prudential-Bache Securities Inc.), Eclipse Capital Management, Inc., C.M. Wilson & Associates, Inc. and John W. Henry & Company, Inc. (incorporated by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989) 10.5 Net Worth Agreement, dated as of July 21, 1989 between Prudential Securities Futures Management Inc. (formerly known as P-B Futures Management, Inc.) and Prudential Securities Group Inc. (incorporated by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989) 10.6 Promissory Note issued by Prudential Securities Group Inc. to Prudential Securities Futures Management Inc. (formerly known as P-B Futures Management, Inc.), dated October 6, 1989 (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989) 10.10 Addendum to Advisory Agreement dated October 1, 1990 among the Registrant, Prudential Securities Futures Management Inc. (formerly known as P-B Futures Management, Inc.), Eclipse Capital Management, Inc. and John W. Henry & Co., Inc. (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991) 10.11 Advisory Agreement dated May 1, 1994 among the Registrant, Prudential Securities Futures Management, Inc. and Welton Investment Corporation (formerly known as Welton Investment Services Corporation) (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994) 10.12 Advisory Agreement dated January 1, 1995 among the Registrant, Prudential Securities Futures Management Inc. and Analytic/TSA Capital Management (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994) 10.13 Addendum to Brokerage Agreement dated January 1, 1995 among the Regis- trant, Prudential Securities Futures Management Inc. and Prudential Securities Incorporated (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1995) 10.14 Form of Foreign Currency Addendum to Brokerage Agreement between the Registrant and Prudential Securities Incorporated (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 1996) 10.15 Advisory Agreement, dated July 1, 1997, among the Registrant, Prudential Securities Futures Management Inc. and Eclipse Capital Management, Inc. (incorporated by reference to Exhibit 10.15 to Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1997) 10.16 Advisory Agreement, dated September 1, 1998, among the Registrant, Prudential Securities Futures Management Inc. and Trendlogic Associates, Inc. (incorporated by reference to Exhibit 10.16 to Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 1998) 10.17 Advisory Agreement, dated September 1, 1998, among the Registrant, Prudential Securities Futures Management Inc. and Gaiacorp Ireland Limited (incorporated by reference to Exhibit 10.17 to Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 1998)
8 10.18 Amendment to Advisory Agreement, dated September 1, 1998, among the Reg- istrant, Prudential Securities Futures Management Inc. and Welton Investment Corporation (incorporated by reference to Exhibit 10.18 to Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 1998) 13.1 Registrant's 1998 Annual Report (with the exception of the information and data incorporated by reference in Items 7 and 8 of this Annual Report on Form 10-K, no other information or data appearing in the Registrant's 1998 Annual Report is to be deemed filed as part of this report) (filed herewith) 27.1 Financial Data Schedule (filed herewith) (b) Reports on Form 8-K No reports on Form 8-K were filed during the last quarter of the period covered by this report
9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Prudential-Bache Capital Return Futures Fund 2, L.P. By: Prudential Securities Futures Management Inc. A Delaware corporation, General Partner By: /s/ Steven Carlino Date: March 31, 1999 ---------------------------------------- Steven Carlino Vice President, Chief Accounting Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities (with respect to the General Partner) and on the dates indicated. By: Prudential Securities Futures Management Inc. A Delaware corporation, General Partner By: /s/ Eleanor L. Thomas Date: March 31, 1999 ----------------------------------------- Eleanor L. Thomas First Vice President By: /s/ Barbara J. Brooks Date: March 31, 1999 ----------------------------------------- Barbara J. Brooks Chief Financial Officer By: /s/ Steven Carlino Date: March 31, 1999 ----------------------------------------- Steven Carlino Vice President and Treasurer By: Date: ----------------------------------------- A. Laurence Norton, Jr. Director By: /s/ Guy S. Scarpaci Date: March 31, 1999 ----------------------------------------- Guy S. Scarpaci Director By: /s/ Tamara B. Wright Date: March 31, 1999 ----------------------------------------- Tamara B. Wright Senior Vice President and Director 10 EX-13 2 ANNUAL REPORT 1998 - -------------------------------------------------------------------------------- Prudential-Bache Annual Capital Return Futures Report Fund 2, L.P. LETTER TO LIMITED PARTNERS FOR PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. 1 PricewaterhouseCoopers LLP (LOGO) PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, NY 10036 Telephone 212 596 8000 Facsimile 212 596 8910 Report of Independent Accountants January 26, 1999 To the General Partner and Limited Partners of Prudential-Bache Capital Return Futures Fund 2, L.P. In our opinion, the accompanying statements of financial condition and the related statements of operations and changes in partners' capital present fairly, in all material respects, the financial position of Prudential-Bache Capital Return Futures Fund 2, L.P. at December 31, 1998 and 1997, and the results of its operations for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the general partner; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the general partner, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP 2 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) STATEMENTS OF FINANCIAL CONDITION
December 31, -------------------------- 1998 1997 - -------------------------------------------------------------------------------------------------- ASSETS Equity in commodity trading accounts: Cash $ 4,870,709 $ 6,552,063 U.S. Treasury bills, at amortized cost 19,282,809 24,241,834 Net unrealized gain on open commodity positions 587,862 1,584,684 ----------- ----------- Total assets $24,741,380 $32,378,581 ----------- ----------- ----------- ----------- LIABILITIES AND PARTNERS' CAPITAL Liabilities Redemptions payable $ 566,962 $ 740,550 Accrued expenses 56,959 55,038 Management fees payable 44,165 97,818 Incentive fees payable 19,484 226,348 Due to affiliates 11,263 7,663 Options, at market 10,929 3,600 ----------- ----------- Total liabilities 709,762 1,131,017 ----------- ----------- Commitments Partners' capital Limited partners (98,989 and 119,135 units outstanding) 23,791,274 30,934,928 General partner (1,000 and 1,204 units outstanding) 240,344 312,636 ----------- ----------- Total partners' capital 24,031,618 31,247,564 ----------- ----------- Total liabilities and partners' capital $24,741,380 $32,378,581 ----------- ----------- ----------- ----------- Net asset value per limited and general partnership unit ('Units') $ 240.34 $ 259.66 ----------- ----------- ----------- ----------- - -------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements.
3 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) STATEMENTS OF OPERATIONS
Year ended December 31, ----------------------------------------------------- 1998 1997 1996 - --------------------------------------------------------------------------------------------------------- REVENUES Net realized gain on commodity transactions $ 669,325 $ 5,486,720 $ 8,858,731 Change in net unrealized gain on open commodity positions (1,001,790) 919,014 (212,725) Interest from U.S. Treasury bills 986,548 1,219,506 1,114,103 --------------- --------------- --------------- 654,083 7,625,240 9,760,109 --------------- --------------- --------------- EXPENSES Commissions 2,208,844 2,602,752 2,566,587 Management fees 831,579 1,124,398 1,101,928 Incentive fees 27,241 433,379 704,792 General and administrative 150,768 156,283 139,510 --------------- --------------- --------------- 3,218,432 4,316,812 4,512,817 --------------- --------------- --------------- Net income (loss) $(2,564,349) $ 3,308,428 $ 5,247,292 --------------- --------------- --------------- --------------- --------------- --------------- ALLOCATION OF NET INCOME (LOSS) Limited partners $(2,538,726) $ 3,275,346 $ 5,203,383 --------------- --------------- --------------- --------------- --------------- --------------- General partner $ (25,623) $ 33,082 $ 43,909 --------------- --------------- --------------- --------------- --------------- --------------- NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT Net income (loss) per weighted average limited and general partnership unit $ (22.84) $ 25.75 $ 35.04 --------------- --------------- --------------- --------------- --------------- --------------- Weighted average number of limited and general partnership units outstanding 112,273 128,507 149,733 --------------- --------------- --------------- --------------- --------------- --------------- - ---------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
LIMITED GENERAL UNITS PARTNERS PARTNER TOTAL - ----------------------------------------------------------------------------------------------------- Partners' capital--December 31, 1995 161,818 $29,692,794 $ 1,976,675 $31,669,469 Net income -- 5,203,383 43,909 5,247,292 Redemptions (28,790) (4,199,389) (1,710,345) (5,909,734) -------- ----------- ----------- ----------- Partners' capital--December 31, 1996 133,028 30,696,788 310,239 31,007,027 Net income -- 3,275,346 33,082 3,308,428 Redemptions (12,689) (3,037,206) (30,685) (3,067,891) -------- ----------- ----------- ----------- Partners' capital--December 31, 1997 120,339 30,934,928 312,636 31,247,564 Net loss -- (2,538,726) (25,623) (2,564,349) Redemptions (20,350) (4,604,928) (46,669) (4,651,597) -------- ----------- ----------- ----------- Partners' capital--December 31, 1998 99,989 $23,791,274 $ 240,344 $24,031,618 -------- ----------- ----------- ----------- -------- ----------- ----------- ----------- - ----------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements.
4 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) NOTES TO FINANCIAL STATEMENTS A. General Prudential-Bache Capital Return Futures Fund 2, L.P. (the 'Partnership') is a Delaware limited partnership formed on June 8, 1989 which will terminate on December 31, 2009 unless terminated sooner under the provisions of its Amended and Restated Agreement of Limited Partnership (the 'Partnership Agreement'). On October 6, 1989, the Partnership completed its offering having raised $101,010,000 from the sale of 1,000,000 units of limited partnership interest and 10,100 units of general partnership interest (collectively, 'Units') and commenced operations. The Partnership was formed to engage in the speculative trading of commodity futures, forward and options contracts. Physical commodities may also be traded from time to time. The general partner of the Partnership is Prudential Securities Futures Management Inc. (the 'General Partner'), a wholly owned subsidiary of Prudential Securities Group Inc. ('PSGI'). Prudential Securities Incorporated ('PSI'), a wholly owned subsidiary of PSGI, was the principal underwriter of the Units and is the commodity broker. The General Partner is required to maintain at least a 1% interest in the Partnership as long as it is acting as the Partnership's general partner. The General Partner generally maintains not less than 75% of the Partnership's net asset value ('NAV') in interest-bearing U.S. Government obligations (primarily U.S. Treasury bills), a significant portion of which is utilized for margin purposes for the Partnership's commodity trading activities. The remaining 25% of NAV is held in cash in the Partnership's commodity trading accounts. All trading decisions for the Partnership since September 1, 1998 are made by Welton Investment Corporation ('Welton'), Eclipse Capital Management, Inc. ('Eclipse'), Gaiacorp Ireland Limited ('Gaiacorp') and Trendlogic Associates, Inc. ('Trendlogic'), independent commodity trading managers (collectively, the 'Trading Managers'). Effective September 1, 1998, all assets previously managed by John W. Henry & Company, Inc. (the 'Reallocated Assets') were reallocated to Welton, Eclipse and to two trading managers new to the Partnership--Gaiacorp and Trendlogic--so that each Trading Manager began managing approximately 27% of the Partnership's assets, except for Trendlogic, which began managing approximately 19%. The Trading Managers receive monthly management fees on their portion of the Reallocated Assets equal to a 2% annual rate as compared to the 4% annual rate paid to John W. Henry & Company, Inc. The Trading Managers earn a quarterly incentive fee equal to 20% of New High Net Trading Profits (as defined in the Advisory Agreement among the Partnership, the General Partner and each respective Trading Manager) on the Reallocated Assets, except for Trendlogic whose quarterly incentive fee rate is 17.5%. John W. Henry & Company, Inc. received quarterly incentive fees at a 15% rate. Eclipse replaced Analytic/TSA Capital Management ('TSA') as a trading manager effective July 1, 1997. Eclipse receives management fees at the same rate as did TSA (a monthly fee on traded assets equal to a 2% annual rate). In addition, Eclipse earns a quarterly incentive fee equal to 20% of New High Net Trading Profits (as defined in the Advisory Agreement among the Partnership, the General Partner and Eclipse) as compared to 15% paid to TSA. The General Partner retains the authority to override trading instructions that violate the Partnership's trading policies. B. Summary of Significant Accounting Policies Basis of accounting The books and records of the Partnership are maintained on the accrual basis of accounting in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires the General Partner to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Commodity futures and forward transactions are reflected in the accompanying statements of financial condition on trade date. The difference between the original contract amount and market value of futures and forward contracts is reflected as net unrealized gain or loss. Options transactions are reflected in the statements of financial condition at market value which is inclusive of the net unrealized gain or loss. The 5 market value of each contract is based upon the closing quotation on the exchange, clearing firm or bank on, or through, which the contract is traded. To the extent practicable, the Partnership invests a significant portion of its NAV in U.S. Treasury bills which are often used to fulfill margin requirements. U.S. Treasury bills are carried at amortized cost, which approximates market value. Interest on these obligations accrues for the benefit of the Partnership. The weighted average number of limited and general partnership units outstanding was computed for purposes of disclosing net income per weighted average limited and general partnership unit. The weighted average limited and general partnership units are equal to the number of Units outstanding at year end, adjusted proportionately for Units redeemed based on their respective time outstanding during such year. The Partnership has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards No. 102, 'Statement of Cash Flows--Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.' Income taxes The Partnership is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from the Partnership's operations are passed directly to the individual partners. The Partnership may be subject to other state and local taxes in jurisdictions in which it operates. Profit and loss allocations, distributions and redemptions Net realized profits or losses for tax purposes are allocated first to partners who redeem Units to the extent the amounts received on redemption are greater than or are less than the amounts paid for the redeemed Units by the partners. Net income or loss for financial reporting purposes is allocated quarterly to all partners on a pro rata basis based on each partner's number of Units outstanding during the quarter. Distributions (other than on redemptions of Units) are made at the sole discretion of the General Partner on a pro rata basis in accordance with the respective capital accounts of the partners. No distributions have been made since inception. The Partnership Agreement provides that a partner may redeem its Units as of the last business day of any full calendar quarter at the then current net asset value per Unit. New Accounting Guidance In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities ('SFAS 133'), which the Partnership is required to adopt effective January 1, 2000. SFAS 133 establishes accounting and reporting standards for derivative instruments and for hedging activities and requires that an entity recognize all derivatives as assets or liabilities measured at fair value. The Partnership does not believe the effect of adoption will be material. C. Costs, Fees and Expenses Commissions The General Partner, on behalf of the Partnership, entered into an agreement with PSI to act as commodity broker for the Partnership. Effective August 1, 1998, the Partnership pays PSI commissions at a flat rate of .6666% per month (8% annualized) of the Partnership's NAV as of the first day of each month. Prior to August 1998, the Partnership paid commissions at a flat rate of .7083% per month (8.5% annualized). Management and incentive fees The Partnership pays Eclipse, Gaiacorp, and Trendlogic monthly management fees equal to 1/6 of 1% (2% annualized) of the portion of the Partnership's NAV allocated to each Trading Manager as of the end of each month. The Partnership pays Welton monthly management fees ranging from 1/6 of 1% (2% annualized) to 1/3 of 1% (4% annualized) of its allocated portion of the Partnership's NAV as of the end of each month. In addition, the Partnership pays Eclipse and Gaiacorp a quarterly incentive fee equal to 20%, Trendlogic 17.5% and Welton 15% to 20% of the New High Net Trading Profits (as defined in each Advisory Agreement among the Partnership, the General Partner and each Trading Manager). 6 See Note A for further information concerning changes in Trading Managers during the two years ended December 31, 1998 which has resulted in changes to management fees and incentive fees during 1998 and a change to incentive fees during 1997. General and administrative expenses In addition to the costs, fees and expenses previously discussed, the Partnership reimburses the General Partner and its affiliates for actual Partnership operating expenses payable by, or allocable to, the Partnership. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. The Partnership also pays amounts directly to unrelated parties for certain operating expenses. D. Related Parties The General Partner and its affiliates perform services for the Partnership which include, but are not limited to: brokerage services, accounting and financial management, registrar, transfer and assignment functions, investor communications, printing and other administrative services. The costs incurred for the three years ended December 31, 1998 were:
1998 1997 1996 ---------- ---------- ---------- Commissions $2,208,844 $2,602,752 $2,566,587 General and administrative 69,689 86,018 87,997 ---------- ---------- ---------- $2,278,533 $2,688,770 $2,654,584 ---------- ---------- ---------- ---------- ---------- ----------
The Partnership's assets are maintained either in trading or cash accounts with PSI or, for margin purposes, with the various exchanges on which the Partnership is permitted to trade. The Partnership, acting through its Trading Managers, executes over-the-counter, spot, forward and/or option foreign exchange transactions with PSI. PSI then engages in back-to-back trading with an affiliate, Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on such transactions. PBGM keeps its prices on foreign currency competitive with other interbank currency trading desks. All over-the-counter currency transactions are conducted between PSI and the Partnership pursuant to a line of credit. PSI may require that collateral be posted against the marked-to-market position of the Partnership. E. Income Taxes The following is a reconciliation of net income (loss) for financial reporting purposes to net income (loss) for tax reporting purposes for the three years ended December 31, 1998:
1998 1997 1996 ----------- ---------- ---------- Net income (loss) per financial statements $(2,564,349) $3,308,428 $5,247,292 Change in unrealized gain/loss on nonregulated commodity positions 153,409 263,932 (216,909) ----------- ---------- ---------- Tax basis net income (loss) $(2,410,940) $3,572,360 $5,030,383 ----------- ---------- ---------- ----------- ---------- ----------
The differences between the tax and book bases of partners' capital are primarily attributable to the cumulative effect of the book to tax income adjustments. F. Credit and Market Risk Since the Partnership's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Futures, forward and options contracts involve varying degrees of off-balance sheet risk; and changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the contracts (or commodities underlying the contracts) frequently result in changes in the Partnership's unrealized gain (loss) on open commodity positions reflected in the statements of financial condition. The Partnership's exposure to market risk is influenced by a number of factors including the relationships among the contracts held by the Partnership as well as the liquidity of the markets in which the contracts are traded. 7 Futures and options contracts are traded on organized exchanges and are thus distinguished from forward contracts which are entered into privately by the parties. The credit risks associated with futures and options contracts are typically perceived to be less than those associated with forward contracts, because exchanges typically provide clearinghouse arrangements in which the collective credit (subject to certain limitations) of the members of the exchanges is pledged to support the financial integrity of the exchange. On the other hand, the Partnership must rely solely on the credit of its broker (PSI) with respect to forward transactions. The Partnership presents unrealized gains and losses on open forward positions as a net amount in the statements of financial condition because it has a master netting agreement with PSI. The General Partner attempts to minimize both credit and market risks by requiring the Partnership's Trading Managers to abide by various trading limitations and policies. The General Partner monitors compliance with these trading limitations and policies which include, but are not limited to, executing and clearing all trades with creditworthy counterparties (currently, PSI is the sole counterparty or broker); limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. The General Partner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Trading Managers as it, in good faith, deems to be in the best interest of the Partnership. PSI, when acting as the Partnership's futures commission merchant in accepting orders for the purchase or sale of domestic futures and options contracts, is required by Commodity Futures Trading Commission ('CFTC') regulations to separately account for and segregate as belonging to the Partnership all assets of the Partnership relating to domestic futures and options trading and is not to commingle such assets with other assets of PSI. At December 31, 1998, such segregated assets totalled $18,024,934. Part 30.7 of the CFTC regulations also requires PSI to secure assets of the Partnership related to foreign futures and options trading which totalled $7,005,960 at December 31, 1998. There are no segregation requirements for assets related to forward trading. As of December 31, 1998, the Partnership's open futures, forward and option contracts mature within six months. At December 31, 1998 and 1997, gross contract amounts of open futures, forward and options contracts are:
1998 1997 ----------- ------------ Currency Forward Contracts: Commitments to purchase $22,873,426 $ 318,066 Commitments to sell 34,657,512 24,765,572 Currency Futures and Options Contracts: Commitments to purchase 5,856,239 1,232,952 Commitments to sell 6,186,805 4,626,480 Financial Futures and Options Contracts: Commitments to purchase 64,800,054 183,537,088 Commitments to sell 63,817,191 126,817,265 Other Futures and Options Contracts: Commitments to purchase 67,482 2,876,350 Commitments to sell 5,956,997 14,809,027
The gross contract amounts represent the Partnership's potential involvement in a particular class of financial instrument (if it were to take or make delivery on an underlying futures, forward or options contract). The gross contract amounts significantly exceed the future cash requirements as the Partnership intends to close out open positions prior to settlement and thus is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Partnership considers the 'fair value' of its futures, forward and options contracts to be the net unrealized gain or loss on the contracts (plus premiums on options). Thus, the amount at risk associated with counterparty nonperformance of all contracts is the net unrealized gain included in the statements of financial condition. The market risk associated with the Partnership's commitments to purchase commodities is limited to the gross contract amounts involved, while the market risk associated with its commitments to sell is unlimited since the Partnership's potential 8 involvement is to make delivery of an underlying commodity at the contract price; therefore, it must repurchase the contract at prevailing market prices. At December 31, 1998 and 1997, the fair value of open futures, forward and options contracts was:
1998 1997 ------------------------- ------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 182,195 $ (10,003) $ 178,094 $ (4,700) Currencies 163,687 (80,275) 41,016 (6,677) Other 105,886 (31,160) 1,020,252 (1,810) Foreign exchanges Financial 640,142 (45,819) 493,686 (229,030) Other 61,678 (98,026) 170,110 (4,500) Forward Contracts: Currencies 445,954 (746,397) 374,665 (446,422) Options Contracts: Domestic exchanges Financial -- (2,046) -- (3,600) Currencies -- (7,150) -- -- Other -- (1,733) -- -- ---------- ----------- ---------- ----------- $1,599,542 $(1,022,609) $2,277,823 $(696,739) ---------- ----------- ---------- ----------- ---------- ----------- ---------- -----------
9 The following table presents the average fair value of futures, forward and options contracts during the years ended December 31, 1998 and 1997, respectively.
1998 1997 ------------------------- ------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 183,434 $ (36,878) $ 253,723 $ (32,496) Currencies 139,493 (34,466) 222,701 (35,346) Other 179,925 (50,069) 338,062 (21,850) Foreign exchanges Financial 612,348 (108,534) 917,265 (112,232) Other 57,838 (80,330) 39,112 (18,236) Forward Contracts: Currencies 227,693 (620,391) 669,467 (591,182) Options Contracts: Domestic exchanges Financial -- (18,606) -- (20,186) Currencies -- (4,040) 1,969 (32,900) Other -- (4,499) 14,323 (2,642) Foreign exchanges Financial -- (69) 3,441 (4,528) ---------- ----------- ---------- ----------- $1,400,731 $(957,882) $2,460,063 $(871,598) ---------- ----------- ---------- ----------- ---------- ----------- ---------- -----------
The following table presents the trading revenues from futures, forward and options contracts during the three years ended December 31, 1998:
1998 1997 1996 ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 849,120 $ 574,788 $ 222,713 Currencies 116,940 102,452 831,840 Other (1,336,822) 1,699,643 1,245,429 Foreign exchanges Financial 1,983,641 2,972,822 4,029,715 Other (151,461) 217,780 (16,314) Forward Contracts: Currencies (1,890,440) 660,518 2,205,953 Options Contracts: Domestic exchanges Financial 111,046 40,668 27,225 Currencies 5,851 110,600 100,225 Other (22,135) 98,356 10,749 Foreign exchanges Financial 1,795 (71,893) (11,529) ----------- ---------- ----------- $ (332,465) $6,405,734 $ 8,646,006 ----------- ---------- ----------- ----------- ---------- -----------
10 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Partnership commenced operations on October 6, 1989 with gross proceeds of $101,010,000. After accounting for organizational and offering costs, the Partnership's net proceeds were $99,010,000. At December 31, 1998, 100% of the Partnership's total net assets (the 'Net Asset Value') was allocated to commodities trading. A significant portion of the Net Asset Value was held in U.S. Treasury bills (which represented approximately 78% of the Net Asset Value prior to redemptions payable) and cash, which are used as margin for the Partnership's trading in commodities. Inasmuch as the sole business of the Partnership is to trade in commodities, the Partnership continues to own such liquid assets to be used as margin. The percentage that U.S. Treasury bills bears to the net assets varies each day, and from month to month, as the market values of commodity interests change. The balance of the net assets is held in cash. All interest earned on the Partnership's interest-bearing funds is paid to the Partnership. The commodities contracts are subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in certain commodity futures contract prices during a single day by regulations referred to as 'daily limits.' During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Partnership from promptly liquidating its commodity futures positions. Since the Partnership's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). The Partnership's exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationship among the contracts held. The inherent uncertainty of the Partnership's speculative trading as well as the development of drastic market occurrences could result in monthly losses considerably beyond the Partnership's experience to date and could ultimately lead to a loss of all or substantially all of investors' capital. The General Partner attempts to minimize these risks by requiring the Partnership's Trading Managers to abide by various trading limitations and policies. See Note F to the financial statements for a further discussion on the credit and market risks associated with the Partnership's futures, forwards and options contracts. Redemptions by limited partners and General Partner for the year ended December 31, 1998 were $4,604,928 and $46,669, respectively. Redemptions by limited partners and the General Partner recorded from the commencement of operations, October 6, 1989, through December 31, 1998 totalled $122,922,116 and $1,787,699, respectively. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods. The Partnership does not have, nor does it expect to have, any capital assets. Effective September 1, 1998, all assets previously managed by John W. Henry & Company, Inc. (the 'Reallocated Assets') were reallocated to Welton, Eclipse and to two trading managers new to the Partnership--Gaiacorp and Trendlogic--so that each Trading Manager began managing approximately 27% of the Partnership's assets, except for Trendlogic, which began managing approximately 19%. The Trading Managers receive monthly management fees on their portion of the Reallocated Assets equal to a 2% annual rate as compared to the 4% annual rate paid to John W. Henry & Company, Inc. The Trading Managers earn a quarterly incentive fee equal to 20% of New High Net Trading Profits (as defined in the Advisory Agreement among the Registrant, the General Partner and each respective Trading Manager) on the Reallocated Assets, except for Trendlogic whose quarterly incentive fee rate is 17.5%. John W. Henry & Company, Inc. received quarterly incentive fees at a 15% rate. 11 Results of Operations The net asset value per Unit as of December 31, 1998 was $240.34, a decrease of 7.44% from the December 31, 1997 net asset value per Unit of $259.66, which was an increase of 11.40% from the December 31, 1996 net asset value per Unit of $233.09. The MAR (Managed Account Reports) Fund/Pool Index, which tracked the performance of 281 and 315 futures funds in 1998 and 1997, returned 6.57% and 9.34%, respectively. Past performance is not necessarily indicative of future results. The Partnership had an unprofitable 1998 with losses sustained in the currency, metal, index, energy, grain, and soft sectors. Mitigating losses were profits in the financial and meat sectors. Lack of any discernable trends drove losses in the currency sector. In January, investor optimism over efforts to revive ailing Asian economies boosted the Japanese yen against the U.S. dollar. However, shifting investor sentiment regarding Asian economies in February caused losses, particularly in Japanese yen positions. In June, investors fled to the safety of the British pound as the result of Russian and Japanese turmoil causing losses for the Partnership. The second half of 1998 brought little opportunity for profit as significant market trends failed to develop. Negative performance in the metal sector resulted from changing market direction, with gold positions experiencing the biggest losses. As the year opened, the Partnership incurred losses as gold prices reversed in January. Then in March, short gold positions lost value as a strong housing report renewed fears of inflation in the U.S., thus generating interest in gold as a hedge against inflation. The market reversed again in April as investors sold gold on a strengthening bond market. Gold prices continued to fall through July, rebounding in August and September as global stock markets fell and investors moved to the 'safety' of gold. The year ended with another reversal in gold when tensions in the Middle East caused prices to fall. The Partnership profited from positions in the financial sector, which provided various opportunities throughout the year. In January, reduced inflation worries benefited European bond markets and consequently the Partnership. Rising concerns in the third quarter regarding the soundness of Japanese banks and the devaluation of the Russian ruble drove investors out of stocks and back into bonds, generating profits for U.S. and European bond positions. In the fourth quarter, short Japanese government bond positions gained amid indications of a substantial reduction in local demand and potential increased supply as the government proposed financing the economic stimulus package with debt. Interest income is earned on the Partnership's investment in U.S. Treasury bills and varies monthly according to interest rates, trading performance, and redemptions. Interest income from U.S. Treasury bills decreased by approximately $233,000 for the year ended December 31, 1998 compared to 1997 due to fewer funds being invested in U.S. Treasury bills as a result of redemptions and weak trading performance during 1998, and a decline in interest rates during 1998. Interest income from U.S. Treasury bills increased by approximately $105,000 for the year ended December 31, 1997 compared to 1996 primarily due to an increase in funds available for investment in U.S. Treasury bills following a strong 1996 fourth quarter and a profitable 1997 year. Commissions paid to PSI are calculated on the Partnership's Net Asset Value on the first day of each month and, therefore, vary monthly according to trading performance and redemptions. Commissions decreased by approximately $394,000 for the year ended December 31, 1998 as compared to 1997 principally due to the effect of weak trading performance during 1998 and redemptions on the monthly Net Asset Values as well as a reduction in the commission rate from 8.5% to 8% during August 1998. Commissions increased by approximately $36,000 for the year ended December 31, 1997 as compared to 1996 principally reflecting the effect of strong trading performance during the last quarter of 1996 and throughout 1997 on monthly Net Asset Values offset, in part, by redemptions. All trading decisions are currently being made by Welton, Eclipse, Trendlogic and Gaiacorp. Effective September 1, 1998, the General Partner reallocated assets previously managed by John W. Henry & Company, Inc. as further discussed in Liquidity and Capital Resources above. Management fees are calculated on the Partnership's Net Asset Value allocated to each Trading Manager as of the end of each month and, therefore, are affected by trading performance and redemptions. Management fees decreased by approximately $293,000 for the year ended December 31, 1998 as compared to 1997, but increased by approximately $22,000 for the year ended December 31, 1997 as compared to 1996 due to fluctuations in monthly Net Asset Values as described in the discussion on commissions above. The 1998 versus 1997 12 decrease was also caused by a reduction in the management fee rate on Reallocated Assets as further discussed in Liquidity and Capital Resources above. Incentive fees are based on the New High Net Trading Profits generated by each Trading Manager, as defined in each Advisory Agreement among the Partnership, the General Partner and each Trading Manager. Despite overall Partnership trading losses, Welton and Trendlogic each generated sufficient trading profits during 1998 to earn incentive fees of approximately $22,000 and $5,000, respectively. During 1997, John W. Henry & Company, Inc. ('JWH'), Welton, and Eclipse earned incentive fees of approximately $273,000, $50,000 and $110,000, respectively. During 1996, JWH and Analytic/TSA Capital Management earned incentive fees of approximately $657,000 and $48,000, respectively. See Liquidity and Capital Resources above for information concerning changes to incentive fee rates during 1998. General and administrative expenses decreased by approximately $6,000 for the year ended December 31, 1998 as compared to 1997, but increased by approximately $17,000 for the year ended December 31, 1997 as compared to 1996. These expenses include reimbursements of costs incurred by the General Partner on behalf of the Partnership, in addition to accounting, audit, tax and legal fees as well as printing and postage costs related to reports sent to limited partners. New Accounting Guidance In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities ('SFAS 133'), which the Partnership is required to adopt effective January 1, 2000. SFAS 133 establishes accounting and reporting standards for derivative instruments and for hedging activities and requires that an entity recognize all derivatives as assets or liabilities measured at fair value. The Partnership does not believe the effect of adoption will be material. Year 2000 Risk Investment funds, like financial and business organizations and individuals around the world, depend on the smooth functioning of computer systems. The year 2000, however, holds the potential for a significant disruption in the operation of these systems. Many computer systems in use today cannot distinguish the year 2000 from the year 1900 because of the way in which dates are encoded. This is commonly known as the 'Year 2000 Problem.' The Partnership could be adversely affected if computer systems used by it or any third party with whom it has a material relationship do not properly perform date comparisons and calculations concerning dates on or after January 1, 2000, which in turn could have a negative impact on the handling or determination of trades and prices and the services provided to the Partnership. The Partnership has engaged third parties to perform primarily all of the services it needs. Accordingly, the Partnership's Year 2000 problems, if any, are not its own but those that center around the ability of the General Partner, Prudential Securities Incorporated, its Trading Managers and any other third party with whom the Partnership has a material relationship (individually, as 'Service Provider,' and collectively, the 'Service Providers') to address and correct problems that may cause their systems not to function as intended as a result of the Year 2000 Problem. The Partnership has received assurances from its General Partner and Prudential Securities Incorporated that they anticipate being able to continue their operations without any material adverse impact from the Year 2000 Problem. Although other Service Providers, such as the Partnership's Trading Managers, have not made similar representations to the Partnership, the Partnership has no reason to believe that these Service Providers will not take steps necessary to avoid any material adverse impact on the Partnership, though there can be no assurance that this will be the case. The costs or consequences of incomplete or untimely resolution of the Year 2000 Problem by the Service Providers, or by governments, exchanges, clearing houses, regulators, banks and other third parties, are unknown to the Partnership at this time, but could have a material adverse impact on the operations of the Partnership. The General Partner will promptly notify the Partnership's limited partners in the event it determines that the Year 2000 Problem will have a material adverse impact on the Partnership's operations. The Partnership has considered various alternatives as a contingency plan. If the Year 2000 Problems are systemic, for example, the federal government, the banking system, exchanges or utilities are affected materially, there may be no adequate contingency plan for the Partnership to follow other than to suspend operations. If the Year 2000 Problems are related to one or more of the other Service Providers selected by 13 the Partnership, the Partnership believes that each such Service Provider is prepared to address any Year 2000 Problems which arise that could have a material adverse impact on the Partnership's operations. Inflation Inflation has had no material impact on operations or on the financial condition of the Partnership from inception through December 31, 1998. 14 - -------------------------------------------------------------------------------- I hereby affirm that, to the best of my knowledge and belief, the information contained herein relating to Prudential-Bache Capital Return Futures Fund 2, L.P. is accurate and complete. PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC. (General Partner) by: Barbara J. Brooks Chief Financial Officer - -------------------------------------------------------------------------------- 15 OTHER INFORMATION The actual round-turn equivalent of brokerage commissions paid per contract for the year ended December 31, 1998 was $73. The Partnership's Annual Report on Form 10-K as filed with the Securities and Exchange Commission is available to limited partners without charge upon written request to: Prudential-Bache Capital Return Futures Fund 2, L.P. P.O. Box 2016 Peck Slip Station New York, New York 10272-2016 16 Peck Slip Station BULK RATE P.O. Box 2016 U.S. POSTAGE New York, NY 10272 PAID Automatic Mail PBCR2/171781 EX-27 3 ART. 5 FDS FOR 10-K
5 The Schedule contains summary financial information extracted from the financial statements for Prudential-Bache Capital Return Futures Fund 2 and is qualified in its entirety by reference to such financial statements 0000851786 Prudential-Bache Capital Return Futures Fund 2 1 Dec-31-1998 Jan-1-1998 Dec-31-1998 12-Mos 4,870,709 19,870,671 0 0 0 24,741,380 0 0 24,741,380 709,762 0 0 0 0 24,031,618 24,741,380 0 654,083 0 0 3,218,432 0 0 0 0 0 0 0 0 (2,564,349) (22.84) 0
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