-----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, SZ7r7f2D7v0rXL4x6MfyctPOAK67brLpgD9clyMbVlgh6PATIeeIW6oTdu5z1Vgb GyaUpTCMsnbDUUn4L07Aeg== 0000898733-00-000204.txt : 20000331 0000898733-00-000204.hdr.sgml : 20000331 ACCESSION NUMBER: 0000898733-00-000204 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 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: 588650 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, 1999 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. [CK] 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, 1999 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 8 through 10. 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....................................................................... 3 Item 3 Legal Proceedings................................................................ 3 Item 4 Submission of Matters to a Vote of Limited Partners.............................. 3 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....................... 4 Item 8 Financial Statements and Supplementary Data...................................... 4 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................................................................... 4 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................................... 7 PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K................. 8 Financial Statements and Financial Statement Schedules........................... 8 Exhibits......................................................................... 8 Reports on Form 8-K.............................................................. 10 SIGNATURES.................................................................................. 11
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 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') 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, Eclipse Capital Management, Inc., Gaiacorp Ireland Limited and Trendlogic Associates, Inc., independent commodity trading managers (collectively, the 'Trading Managers'). 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 and its Affiliates 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. 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, 1999 ('Registrant's 1999 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 3 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 21, 2000, there were 978 holders of record owning 82,564 Units, including 826 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 1999 Annual Report which is filed as an exhibit hereto.
Year ended December 31, ------------------------------------------------------------------------ 1999 1998 1997 1996 1995 ------------ ------------ ------------ ------------ ------------ Total revenue (including interest) $ 1,490,997 $ 654,083 $ 7,625,240 $ 9,760,109 $12,616,571 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net income (loss) $(1,077,632) $(2,564,349) $ 3,308,428 $ 5,247,292 $ 8,086,514 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net income (loss) per weighted average Unit $ (11.57) $ (22.84) $ 25.75 $ 35.04 $ 44.84 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total assets $19,954,668 $25,030,894 $32,378,581 $33,622,033 $33,183,388 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net asset value per Unit $ 227.98 $ 240.34 $ 259.66 $ 233.09 $ 195.71 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This information is incorporated by reference to pages 12 through 14 of the Registrant's 1999 Annual Report which is filed as an exhibit hereto. 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 1999 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 4 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. 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 - ---------------------------- ----------------------------------------- Joseph A. Filicetti President and Director Eleanor L. Thomas Executive Vice President and Director Barbara J. Brooks Chief Financial Officer Steven Carlino Vice President and Treasurer Alan J. Brody Director A. Laurence Norton, Jr. Director Guy S. Scarpaci Director Tamara B. Wright Senior Vice President and Director JOSEPH A. FILICETTI, age 37, is the President and a Director of Prudential Securities Futures Management Inc. He had been a Vice President of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. from October 1998 to March 1999. In April 1999, Mr. Filicetti was named to his current positions at Prudential Securities Futures Management Inc. and became an Executive Vice President and a Director of Seaport Futures Management, Inc. Mr. Filicetti is also a Vice President of PSI and the Director of Sales and Marketing for its managed futures department. Prior to joining PSI, Mr. Filicetti was with Rotella Capital Management as Director of Sales and Marketing from September 1996 through September 1998, and was with Merrill Lynch as a market maker trading bonds from July 1992 to August 1996. ELEANOR L. THOMAS, age 45, is the Executive Vice President and a Director of Prudential Securities Futures Management Inc. and is the President and a Director of Seaport Futures Management, Inc. She is primarily responsible for origination, asset allocation, and due diligence for the managed futures department 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 51, 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. STEVEN CARLINO, age 36, 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. 5 ALAN J. BRODY, age 48, is a Director of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. Mr. Brody has been a Senior Vice President and Director of International Sales and Marketing for PSI since 1996. Based in London, Mr. Brody is currently responsible for the marketing and sales of all PSI products and services to international clientele throughout the firm's global branch system. Additionally, Mr. Brody has overall responsibility for the managed futures department within PSI. Prior to joining PSI, Mr. Brody was an Executive Director and Senior Vice President with Lehman Brothers' Financial Services Division in London and President of Lehman Brothers Futures Asset Management Corp. from 1990 to 1996. Prior to joining Lehman Brothers, Mr. Brody served as President and Chief Executive Officer of Commodity Exchange, Inc. from 1980 to 1989. Earlier in his career, Mr. Brody was associated with the law firm of Baer Marks & Upham from 1977 to 1980. A. LAURENCE NORTON, JR., age 61, is a Director of Prudential Securities Futures Management Inc. He is an Executive Vice President of PSI and, since March 1994, has been the director of the International and Futures Divisions of PSI. He is also a Director of Seaport Futures Management, Inc. and is a member of PSI's Operating Committee. 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 53, 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 41, 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. Effective April 1999, Eleanor L. Thomas and Joseph A. Filicetti were elected as directors of both Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. In addition, Mr. Filicetti was elected as President of Prudential Securities Futures Management Inc. replacing Thomas M. Lane, Jr. and Ms. Thomas was elected as the Executive Vice President of Prudential Securities Futures Management Inc. Additionally, Alan J. Brody was elected as a Director of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc. during May 1999. 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 21, 2000, 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 21, 2000, no director or officer of the General Partner owns directly or beneficially any of the Units issued by the Registrant. As of March 21, 2000, no partner beneficially owns more than five percent (5%) of the limited partnership units issued by the Registrant. 6 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 1999 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. 7 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 1999 Annual Report which is filed as an exhibit hereto Report of Independent Accountants 2 Financial Statements: Statements of Financial Condition--December 31, 1999 and 1998 3 Statements of Operations--Three years ended December 31, 1999 4 Statements of Changes in Partners' Capital--Three years ended December 31, 1999 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)
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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)
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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) 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 1999 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 1999 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
10 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 30, 2000 ---------------------------------------- Steven Carlino Vice President 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/ Joseph A. Filicetti Date: March 30, 2000 ----------------------------------------- Joseph A. Filicetti President and Director By: /s/ Eleanor L. Thomas Date: March 30, 2000 ----------------------------------------- Eleanor L. Thomas Executive Vice President and Director By: /s/ Barbara J. Brooks Date: March 30, 2000 ----------------------------------------- Barbara J. Brooks Chief Financial Officer By: /s/ Steven Carlino Date: March 30, 2000 ----------------------------------------- Steven Carlino Vice President and Treasurer By: /s/ Alan J. Brody Date: March 30, 2000 ----------------------------------------- Alan J. Brody Director By: Date: ----------------------------------------- A. Laurence Norton, Jr. Director By: /s/ Guy S. Scarpaci Date: March 30, 2000 ----------------------------------------- Guy S. Scarpaci Director By: Date: ----------------------------------------- Tamara B. Wright Senior Vice President and Director 11 EX-13 2 ANNUAL REPORT 1999 - -------------------------------------------------------------------------------- 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 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, 1999 and 1998, and the results of its operations for each of the three years in the period ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States 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 January 28, 2000 2 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) STATEMENTS OF FINANCIAL CONDITION
December 31, -------------------------- 1999 1998 - -------------------------------------------------------------------------------------------------- ASSETS Cash $ 4,573,677 $ 4,870,709 U.S. Treasury bills, at amortized cost 14,715,473 19,282,809 Net unrealized gain on open futures and options contracts 582,280 896,734 Net premium on options 83,238 (19,358) ----------- ----------- Total assets $19,954,668 $25,030,894 ----------- ----------- ----------- ----------- LIABILITIES AND PARTNERS' CAPITAL Liabilities Redemptions payable $ 935,402 $ 566,962 Accrued expenses payable 60,689 56,959 Net unrealized loss on open forward contracts 59,834 300,443 Due to affiliates 40,762 11,263 Management fees payable 34,924 44,165 Incentive fees payable -- 19,484 ----------- ----------- Total liabilities 1,131,611 999,276 ----------- ----------- Commitments Partners' capital Limited partners (81,738 and 98,989 units outstanding) 18,634,742 23,791,274 General partner (826 and 1,000 units outstanding) 188,315 240,344 ----------- ----------- Total partners' capital 18,823,057 24,031,618 ----------- ----------- Total liabilities and partners' capital $19,954,668 $25,030,894 ----------- ----------- ----------- ----------- Net asset value per limited and general partnership unit ('Units') $ 227.98 $ 240.34 ----------- ----------- ----------- ----------- - -------------------------------------------------------------------------------------------------- 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, ----------------------------------------------------- 1999 1998 1997 - --------------------------------------------------------------------------------------------------------- REVENUES Net realized gain on commodity transactions $ 800,974 $ 669,325 $ 5,486,720 Change in net unrealized gain/loss on open commodity positions (73,845) (1,001,790) 919,014 Interest from U.S. Treasury bills 763,868 986,548 1,219,506 --------------- --------------- --------------- 1,490,997 654,083 7,625,240 --------------- --------------- --------------- EXPENSES Commissions 1,766,009 2,208,844 2,602,752 Management fees 467,596 831,579 1,124,398 Incentive fees 180,115 27,241 433,379 General and administrative 154,909 150,768 156,283 --------------- --------------- --------------- 2,568,629 3,218,432 4,316,812 --------------- --------------- --------------- Net income (loss) $(1,077,632) $(2,564,349) $ 3,308,428 --------------- --------------- --------------- --------------- --------------- --------------- ALLOCATION OF NET INCOME (LOSS) Limited partners $(1,066,852) $(2,538,726) $ 3,275,346 --------------- --------------- --------------- --------------- --------------- --------------- General partner $ (10,780) $ (25,623) $ 33,082 --------------- --------------- --------------- --------------- --------------- --------------- NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT Net income (loss) per weighted average limited and general partnership unit $ (11.57) $ (22.84) $ 25.75 --------------- --------------- --------------- --------------- --------------- --------------- Weighted average number of limited and general partnership units outstanding 93,100 112,273 128,507 --------------- --------------- --------------- --------------- --------------- --------------- - ---------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
LIMITED GENERAL UNITS PARTNERS PARTNER TOTAL - ----------------------------------------------------------------------------------------------------- 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 Net loss -- (1,066,852) (10,780) (1,077,632) Redemptions (17,425) (4,089,680) (41,249) (4,130,929) -------- ----------- ----------- ----------- Partners' capital--December 31, 1999 82,564 $18,634,742 $ 188,315 $18,823,057 -------- ----------- ----------- ----------- -------- ----------- ----------- ----------- - ----------------------------------------------------------------------------------------------------- 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 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 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 financial statements of the Partnership are prepared 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 (loss) 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.' Certain balances from prior years have been reclassified to conform with the current financial statement presentation. 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. Accounting for Derivative Instruments In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ('SFAS') No. 133, Accounting for Derivative Instruments and Hedging Activities, which the Partnership adopted effective October 1, 1999. SFAS No. 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. SFAS No. 133 supersedes SFAS No. 119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments and SFAS No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk which required the disclosure of average aggregate fair values and contract/notional values, respectively, of derivative financial instruments for an entity like the Partnership which carries its assets at fair value. The adoption of SFAS No. 133 has not had a material effect on the carrying value of assets and liabilities within the financial statements. 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). 6 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 of these Trading Managers 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). 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, 1999 were:
1999 1998 1997 ---------- ---------- ---------- Commissions $1,766,009 $2,208,844 $2,602,752 General and administrative 68,070 69,689 86,018 ---------- ---------- ---------- $1,834,079 $2,278,533 $2,688,770 ---------- ---------- ---------- ---------- ---------- ----------
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, 1999:
1999 1998 1997 ----------- ----------- ---------- Net income (loss) per financial statements $(1,077,632) $(2,564,349) $3,308,428 Change in unrealized gain/loss on nonregulated commodity positions (336,198) 153,409 263,932 ----------- ----------- ---------- Tax basis net income (loss) $(1,413,830) $(2,410,940) $3,572,360 ----------- ----------- ---------- ----------- ----------- ----------
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. 7 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. 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 and its 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. Additionally, pursuant to each Advisory Agreement among the Partnership, the General Partner and each Trading Manager, the General Partner shall automatically terminate a Trading Manager if the NAV allocated to the Trading Manager declines by 33 1/3% since the commencement of its trading activities or from the value at the beginning of any year (except for Welton for which automatic termination relates only to a decline from the commencement of trading activities). Futhermore, the Amended and Restated Agreement of Limited Partnership provides that the Partnership will liquidate its positions, and eventually dissolve, if the Partnership experiences a decline in the NAV to less than 50% of the value at commencement of trading activities. In each case, the decline in NAV is after giving effect for distributions and redemptions. 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, 1999, such segregated assets totalled $15,639,452. 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 $4,315,216 at December 31, 1999. There are no segregation requirements for assets related to forward trading. As of December 31, 1999, the Partnership's open futures, forward and options contracts mature within six months. 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). Gross contract amounts significantly exceed 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 8 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 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, gross contract amounts of open futures, forward and options contracts were:
1998 ----------- Currency Forwards: Commitments to purchase $22,873,426 Commitments to sell 34,657,512 Currency Futures and Options: Commitments to purchase 5,856,239 Commitments to sell 6,186,805 Interest Rate Futures and Options: Commitments to purchase 60,131,094 Commitments to sell 62,618,266 Stock Index Futures: Commitments to purchase 4,668,960 Commitments to sell 1,198,925 Commodity Futures and Options: Commitments to purchase 67,482 Commitments to sell 5,956,997
At December 31, 1999 and 1998, the fair value of open futures, forward and options contracts was:
1999 1998 ------------------------- ------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Interest rates $ 78,005 $ -- $ 9,795 $ (8,953) Stock indices 75,245 (5,420) 172,400 (1,050) Currencies 76,089 (30,830) 163,687 (80,275) Commodities 52,327 (24,170) 105,886 (31,160) Foreign exchanges Interest rates 116,588 (1,038) 574,781 (39,674) Stock indices 81,199 (1,899) 65,361 (6,145) Commodities 168,686 (26,889) 61,678 (98,026) Forward Contracts: Currencies 14,912 (74,746) 445,954 (746,397) Options Contracts: Domestic exchanges Interest rates -- -- -- (2,046) Stock indices 95,700 -- -- -- Currencies -- -- -- (7,150) Commodities 13,050 (1,125) -- (1,733) ---------- ----------- ---------- ----------- $ 771,801 $ 166,117 $1,599,542 $(1,022,609) ---------- ----------- ---------- ----------- ---------- ----------- ---------- -----------
9 The following tables present the average fair value of futures, forward and options contracts during the year ended December 31, 1998 and the trading revenues from futures, forward and options contracts during each of the two years in the period ended December 31, 1998:
Average Fair Value Trading Revenues -------------------------- ------------------------- Assets Liabilities 1998 1997 ---------- ------------ ----------- ---------- Futures Contracts: Domestic exchanges Interest rates $ 156,764 $ (36,630) $ 597,370 $ 397,275 Stock indices 26,670 (248) 251,750 177,513 Currencies 139,493 (34,466) 116,940 102,452 Commodities 179,925 (50,069) (1,336,822) 1,699,643 Foreign exchanges Interest rates 552,515 (80,788) 2,605,329 1,902,280 Stock indices 59,833 (27,746) (621,688) 1,070,542 Commodities 57,838 (80,330) (151,461) 217,780 Forward Contracts: Currencies 227,693 (620,391) (1,890,440) 660,518 Options Contracts: Domestic exchanges Interest rates -- (1,846) 102,312 30,772 Stock indices -- (16,760) 8,734 9,896 Currencies -- (4,040) 5,851 110,600 Commodities -- (4,499) (22,135) 98,356 Foreign exchanges Interest rates -- -- -- (73,581) Stock indices -- (69) 1,795 1,688 ---------- ------------ ----------- ---------- $1,400,731 $ (957,882) $ (332,465) $6,405,734 ---------- ------------ ----------- ---------- ---------- ------------ ----------- ----------
10 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 11 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 trading 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, 1999, 100% of the Partnership's total net assets was allocated to commodities trading. A significant portion of the net asset value was held in U.S. Treasury bills (which represented approximately 74% 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 relationships 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 and its Trading Managers to abide by various trading limitations and policies, which include limiting margin amounts, trading only in liquid markets and utilizing stop loss provisions. See Note F to the financial statements for a further discussion on the credit and market risks associated with the Partnership's futures, forward and options contracts. Redemptions by limited partners and the General Partner for the year ended December 31, 1999 were $4,089,680 and $41,249, respectively. Redemptions by limited partners and the General Partner recorded from the commencement of operations, October 6, 1989, through December 31, 1999 totalled $127,011,796 and $1,828,948, 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. Results of Operations The net asset value per Unit as of December 31, 1999 was $227.98, a decrease of 5.14% from the December 31, 1998 net asset value per Unit of $240.34, which was a decrease of 7.44% from the December 31, 1997 net asset value per Unit of $259.66. The MAR (Managed Account Reports) Fund/Pool Index, which tracked the performance of 317 and 281 futures funds in 1999 and 1998, returned gains of 1.48% and 6.81%, respectively. Past performance is not necessarily indicative of future results. 12 The Partnership's negative return for 1999 was attributed to losses in the metal, soft, and financial sectors. Mitigating these losses were gains recorded in the currency, energy, index, grain, and meat sectors. The metal sector contributed substantial losses, particularly from silver, copper, and zinc. The Partnership incurred the majority of these losses in the second quarter as these markets experienced extreme volatility. Zinc prices, for example, consolidated within a 250 point range. As a result of this broad congestion pattern, zinc exhibited choppy trade action with no trend. Additionally, copper rallied sharply in the second quarter following announcements that two major corporations would significantly cut copper output. Short copper positions incurred losses. During the second quarter, losses from long cotton positions were experienced in the soft sector as cotton prices fell. Coffee prices plummeted as seasonably warm weather in Brazil reduced the likelihood that a winter freeze would damage this vulnerable crop, thus promising ample supplies. In the fourth quarter, the Partnership incurred losses as coffee markets experienced volatility with no trends materializing. Trading in the currency sector profited the Partnership in three of the four quarters of 1999. First and second quarter profits were the result of a strong U.S. dollar against European currencies. In the second quarter, the Swiss franc fell, profiting the Partnership, as it lost its safe haven attraction as the war ended in Kosovo and lost value versus the U.S. dollar when the Federal Reserve increased U.S. interest rates by 0.25%. Weakness in the euro continued due to deteriorating confidence in that currency and Italy's possible retraction from the European Economic Union. Consequently, the European Central Bank was rumored to be considering an interest rate increase. Short euro and Swiss franc positions added gains. Long Japanese yen positions added profits in the third quarter. The yen continued to appreciate in value in light of threatened intervention by the Bank of Japan. Spurred by higher growth expectations and a strong stock market, the yen reached levels in August not seen since its last big rally in 1996. Long positions in the energy sector provided profits in the first, second, and third quarters. OPEC production cuts drove the rally in crude oil and derivative products throughout most of the year. Also boosting the rise in crude oil were high energy demand due to an unusually hot June and threat of a Venezuelan oil workers strike in the third quarter. An overall rising global stock market led to profits in the index sector during the second and fourth quarters. The Nikkei Dow recorded a low of 13050 in the first week of January, but proceeded to accelerate up to 18455 within the last two weeks of June. Capital flows out of the U.S. market and into the Asian region helped to drive this move under the perception that the Asian economies had formed a base from which to improve. Consequently, long Nikkei Dow and SFE (Australia) index positions recorded gains. During the fourth quarter, long S&P 500 and NASDAQ index positions profited the Partnership as these markets reached historical highs. Additionally, Hong Kong's Hang Seng index rose following a breakthrough in negotiations regarding China's entry into the World Trade Organization. This market also rallied when an anticipated Hong Kong interest rate increase failed to materialize. As a result, long Hang Seng stock index positions generated gains. Interest income is earned on the Partnership's investment in U.S. Treasury bills and varies monthly according to interest rates as well as the effect of trading performance and redemptions on the level of interest-bearing funds. Interest income from U.S. Treasury bills decreased by approximately $223,000 during 1999 compared to 1998 and decreased $233,000 during 1998 as compared to 1997 due to fewer funds being invested in U.S. Treasury bills as a result of redemptions and weak trading performance in 1999 and 1998, and lower overall interest rates in 1999 versus 1998 and 1998 versus 1997. 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 $443,000 during 1999 as compared to 1998 and decreased by $394,000 during 1998 as compared to 1997 principally due to the effect of weak trading performance in 1999 and 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. All trading decisions are currently being made by Welton, Eclipse, Trendlogic and Gaiacorp. Management fees are calculated on the portion of 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 $364,000 during 1999 as compared to 1998, and decreased by $293,000 during 1998 as compared to 1997 due to fluctuations in monthly net asset values as described in 13 the discussion on commissions above. These declines were also caused by a reduction in the management fee rate from a 4% annual rate to a 2% annual rate on the portion of net assets that were reallocated from John W. Henry & Company, Inc. to the current Trading Managers effective September 1, 1998. 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 during 1999 and 1998, Eclipse generated sufficient trading profits during 1999 to earn incentive fees of approximately $180,000 and during 1998, Welton and Trendlogic earned incentive fees of approximately $22,000 and $5,000, respectively. During 1997, John W. Henry & Company, Inc., Welton, and Eclipse earned incentive fees of approximately $273,000, $50,000 and $110,000, respectively. General and administrative expenses remained relatively constant throughout the three years ended December 31, 1999. 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. Accounting for Derivative Instruments In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ('SFAS') No. 133, Accounting for Derivative Instruments and Hedging Activities, which the Partnership adopted effective October 1, 1999. SFAS No. 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. SFAS No. 133 supersedes SFAS No. 119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments and SFAS No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk which required the disclosure of average aggregate fair values and contract/notional values, respectively, of derivative financial instruments for an entity like the Partnership which carries its assets at fair value. The adoption of SFAS No. 133 has not had a material effect on the carrying value of assets and liabilities within the financial statements. Year 2000 Risk The arrival of year 2000 was much anticipated and raised serious concerns about whether or not computer systems around the world would continue to function properly and the degree of 'Year 2000 Problems' that would have to be resolved. The Partnership engages third parties to perform primarily all of the services it needs and also relies on other third parties such as governments, exchanges, clearinghouses, vendors and banks. The Partnership has not experienced any material adverse impact on operations related to Year 2000 Problems. While the Partnership believes that it has mitigated its Year 2000 risk, the Partnership cannot guarantee that an as yet unknown Year 2000 failure will not have a material adverse effect 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, 1999. 14 OTHER INFORMATION The actual round-turn equivalent of brokerage commissions paid per contract for the year ended December 31, 1999 was $71. 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 15 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-31-1999 Jan-1-1999 Dec-31-1999 12-Mos 4,573,677 15,380,991 0 0 0 19,954,668 0 0 19,954,668 1,131,611 0 0 0 0 18,823,057 19,954,668 0 1,490,997 0 0 2,568,629 0 0 0 0 0 0 0 0 (1,077,632) (11.57) 0
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