-----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, J9PzM9hNf9yAo1ZuGfwkWB9BB7Wq1/ZUAmBJJnZd4mRcDa0kxc0M0mkQtc3VfcPp QUfIEXtax8o2U/VWCH8dKQ== 0001047469-03-018708.txt : 20030515 0001047469-03-018708.hdr.sgml : 20030515 20030515113923 ACCESSION NUMBER: 0001047469-03-018708 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HENRY JOHN W & CO/MILLBURN L P CENTRAL INDEX KEY: 0000853456 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 061287586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18215 FILM NUMBER: 03702126 BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CTR SOUTH TWR-6TH FLR STREET 2: C/O ML FUTURE INVESTMENT PARTNERS INCAGE CITY: MERRILL LYNCH WORLD STATE: NY ZIP: 10080 BUSINESS PHONE: 2122364161 MAIL ADDRESS: STREET 1: MERRILL LYNCH & CO STREET 2: WORLD FINANCIAL CTR, SOUTH TOWER, 6TH FL CITY: NEW YORK STATE: NY ZIP: 10080-6106 10-Q 1 a2110665z10-q.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 -------------- 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 0-18215 JOHN W. HENRY & CO./MILLBURN L.P. --------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 06-1287586 - ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) c/o Merrill Lynch Alternative Investments LLC Princeton Corporate Campus 800 Scudders Mill Road - Section 2G Plainsboro, New Jersey 08536 ---------------------------- (Address of principal executive offices) (Zip Code) 609-282-6996 ------------ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- PART I - FINANCIAL INFORMATION Item 1. Financial Statements JOHN W. HENRY & CO./MILLBURN L.P. --------------------------------- (A Delaware Limited Partnership) -------------------------------- STATEMENTS OF FINANCIAL CONDITION ---------------------------------
March 31, December 31, 2003 2002 (unaudited) ----------- ------------ ASSETS Investments $31,525,644 $30,928,775 Receivable from investments 376,925 45,049 ----------- ----------- TOTAL $31,902,569 $30,973,824 =========== =========== LIABILITY AND PARTNERS' CAPITAL Redemptions payable $ 376,925 $ 45,049 ----------- ----------- Total liabilities 376,925 45,049 ----------- ----------- PARTNERS' CAPITAL: General Partner: (231 and 231 Series A Units) 85,822 82,826 (511 and 511 Series B Units) 154,269 148,873 (378 and 378 Series C Units) 88,919 85,813 Limited Partners: (21,998 and 22,376 Series A Units) 8,172,789 8,023,008 (48,856 and 49,186 Series B Units) 14,749,383 14,329,638 (35,175 and 36,378 Series C Units) 8,274,462 8,258,617 ----------- ----------- Total partners' capital 31,525,644 30,928,775 ----------- ----------- TOTAL $31,902,569 $30,973,824 =========== =========== NET ASSET VALUE PER UNIT: Series A (Based on 22,229 and 22,607 Units outstanding) $ 371.52 $ 358.55 =========== =========== Series B (Based on 49,367 and 49,697 Units outstanding) $ 301.90 $ 291.34 =========== =========== Series C (Based on 35,553 and 36,756 Units outstanding) $ 235.24 $ 227.02 =========== ===========
See notes to financial statements. 2 JOHN W. HENRY & CO./MILLBURN L.P. --------------------------------- (a Delaware limited partnership) -------------------------------- STATEMENTS OF OPERATIONS ------------------------ (unaudited)
For the three For the three months ended months ended March 31, 2003 March 31, 2002 -------------- -------------- REVENUES: Trading profit (loss): Realized $ 6,110,265 $ (343,684) Change in unrealized (4,159,998) (1,666,691) ------------- ------------- Total trading results 1,950,267 (2,010,375) Interest income 95,158 103,356 ------------- ------------- Total revenues 2,045,425 (1,907,019) ------------- ------------- EXPENSES: Brokerage commissions 712,515 528,383 Profit Shares 184,044 -- Administrative fees 20,957 15,543 ------------- ------------- Total expenses 917,516 543,926 ------------- ------------- NET INCOME (LOSS) $ 1,127,909 $ (2,450,945) ============= ============= NET INCOME (LOSS) PER UNIT: Weighted average number of General Partner and Limited Partner Units outstanding 108,876 122,020 ============= ============= Net income (loss) per weighted average General Partner and Limited Partner Unit $ 10.36 $ (20.09) ============= ============= Net income (loss) per weighted average General Partner and Limited Partner Unit by series Series A $ 13.18 $ (25.34) ============= ============= Series B $ 10.62 $ (20.64) ============= ============= Series C $ 8.27 $ (16.14) ============= =============
All items of income and expense are allocated from investments in Trading LLC's. Certain 2002 information has been reclassified to conform to 2003 presentation. See notes to financial statements. 3 JOHN W. HENRY & CO./MILLBURN L.P. --------------------------------- (a Delaware limited partnership) -------------------------------- STATEMENTS OF CHANGES IN PARTNERS' CAPITAL ----------------------------------------- For the three months ended March 31, 2003 and 2002 ------------------------------------------------- (unaudited) ----------
Units General Partner ----- --------------- Series A Series B Series C Series A Series B Series C Series A ------------ ------------ ------------ ------------ --------------- ------------ ------------ PARTNERS' CAPITAL, December 31, 2001 25,885 55,740 41,824 $ 76,061 $ 133,398 $ 76,317 $ 6,856,493 Net loss -- -- -- (7,267) (12,746) (7,291) (637,777) Redemptions (1,275) (1,810) (717) -- -- -- (326,203) ------------ ------------ ------------ ------------ ------------ ------------ ------------ PARTNERS' CAPITAL, March 31, 2002 24,610 53,930 41,107 $ 68,794 $ 120,652 $ 69,026 $ 5,892,513 ============ ============ ============ ============ ============ ============ ============ PARTNERS' CAPITAL, December 31, 2002 22,607 49,697 36,756 $ 82,826 $ 148,873 $ 85,813 $ 8,023,008 Net income -- -- -- 2,996 5,396 3,106 294,005 Redemptions (378) (330) (1,203) -- -- -- (144,224) ------------ ------------ ------------ ------------ ------------ ------------ ------------ PARTNERS' CAPITAL, March 31, 2003 22,229 49,367 35,553 $ 85,822 $ 154,269 $ 88,919 $ 8,172,789 ============ ============ ============ ============ ============ ============ ============ Limited Partners ---------------- Series B Series C Total ---------------- -------------- -------------- PARTNERS' CAPITAL, December 31, 2001 $ 11,996,457 $ 7,016,956 $ 26,155,682 Net loss (1,123,010) (662,854) (2,450,945) Redemptions (379,487) (117,591) (823,281) ------------ ------------ ------------ PARTNERS' CAPITAL, March 31, 2002 $ 10,493,960 $ 6,236,511 $ 22,881,456 ============ ============ ============ PARTNERS' CAPITAL, December 31, 2002 $ 14,329,638 $ 8,258,617 $ 30,928,775 Net income 521,755 300,651 1,127,909 Redemptions (102,010) (284,806) (531,040) ------------ ------------ ------------ PARTNERS' CAPITAL, March 31, 2003 $ 14,749,383 $ 8,274,462 $ 31,525,644 ============ ============ ============
See notes to financial statements. 4 JOHN W. HENRY & CO./MILLBURN L.P. --------------------------------- (A Delaware Limited Partnership) -------------------------------- NOTES TO FINANCIAL STATEMENTS (unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These financial statements have been prepared without audit. In the opinion of management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of John W. Henry & Co./Millburn L.P. (the "Partnership") as of March 31, 2003, and the results of its operations for the three months ended March 31, 2003 and 2002. The operating results for the interim periods may not be indicative of the results for the full year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles general accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2002. 2. INVESTMENTS As of March 31, 2003, the Partnership had investments in ML JWH Financials and Metals Portfolio LLC ("JWH LLC") and Millburn Global LLC ("Millburn LLC") ("Trading LLC's", collectively) of $15,762,822 and $15,762,822, respectively. For the year ending December 31, 2002, the Partnership had investments in JWH LLC and Millburn LLC of $15,464,388 and $15,464,388, respectively. Condensed statements of financial condition and statements of operations for JWH LLC and Millburn LLC are set forth as follows:
March 31, 2003 December 31, 2002 (unaudited) ----------------------------- ----------------------------- JWH Millburn JWH Millburn LLC LLC LLC LLC ------------- ------------- ------------- ------------- Assets $ 17,621,874 $ 15,870,144 $ 15,577,828 $ 16,300,716 ============= ============= ============= ============= Liabilities $ 1,859,052 $ 107,322 $ 113,440 $ 836,328 Members' Capital 15,762,822 15,762,822 15,464,388 15,464,388 ------------- ------------- ------------- ------------- Total $ 17,621,874 $ 15,870,144 $ 15,577,828 $ 16,300,716 ============= ============= ============= =============
5
JWH Millburn JWH Millburn LLC LLC LLC LLC ----------------------- ---------------------- ---------------------- ----------------------- For the three months For the three months For the three months For the three months ended March 31, ended March 31, ended March 31, ended March 31, 2003 (unaudited) 2003 (unaudited) 2002 (unaudited) 2002 (unaudited) ----------------------- ---------------------- ---------------------- ----------------------- Revenues $ 2,481,420 $ (435,995) $ (1,352,944) $ (554,075) Expenses 573,142 344,373 264,289 279,637 ----------------------- ---------------------- ---------------------- ----------------------- Net Income (loss) $ 1,908,278 $ (780,368) $ (1,617,233) $ (833,712) ======================= ====================== ====================== =======================
3. FAIR VALUE AND OFF-BALANCE SHEET RISK The nature of this Partnership has certain risks, which can not be presented on the financial statements. The following summarizes some of those risks. Market Risk ----------- Derivative instruments involve varying degrees of off-balance sheet market risk. Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently resulted in changes in the net unrealized profit (loss) as reflected in the respective Statements of Financial Condition of the Trading LLCs. The Partnership's exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Partnership, through the Trading LLCs, as well as the volatility and liquidity of such markets in which such derivative instruments are traded. The General Partner, Merrill Lynch Alternative Investments LLC ("MLAI LLC"), formerly MLIM Alternative Strategies LLC, has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of the Advisors selected from time to time for the Partnership, calculating the Net Asset Value of the Advisors' respective Trading LLC accounts as of the close of business on each day and reviewing outstanding positions for over-concentrations both on an Advisor-by-Advisor and on an overall Partnership basis. While MLAI LLC does not itself intervene in the markets to hedge or diversify the Partnership's market exposure, MLAI LLC may urge Advisors to reallocate positions or itself reallocate Partnership assets among Advisors (although typically only as of the end of a month) in an attempt to avoid over-concentration. However, such interventions are unusual. Except in cases in which it appears that an Advisor has begun to deviate from past practice and trading policies or to be trading erratically, MLAI LLC's basic risk control procedures consist simply of the ongoing process of advisor monitoring and selection, with the market risk controls being applied by the Advisors themselves. 6 Credit Risk ----------- The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets. The Partnership, through the Trading LLCs, has credit risk in respect of its counterparties and brokers, but attempts to mitigate this risk by dealing almost exclusively with Merrill Lynch entities as clearing brokers. The Partnership, through the Trading LLCs, in its normal course of business, enters into various contracts, with Merrill Lynch Pierce Fenner & Smith Inc. ("MLPF&S") acting as its commodity broker. Pursuant to the brokerage agreement with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in the Statements of Financial Condition under Equity in commodity futures trading accounts. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations MONTH-END NET ASSET VALUE PER SERIES A UNIT
Jan. Feb. Mar. -------------------------------- 2002 $269.22 $255.81 $242.23 2003 $383.74 $393.54 $371.52
MONTH-END NET ASSET VALUE PER SERIES B UNIT
Jan. Feb. Mar. -------------------------------- 2002 $218.75 $207.86 $196.82 2003 $311.82 $319.78 $301.90
MONTH-END NET ASSET VALUE PER SERIES C UNIT
Jan. Feb. Mar. -------------------------------- 2002 $170.48 $161.99 $153.39 2003 $242.97 $249.18 $235.24
Performance Summary 7 All of the Partnership's assets are invested in Trading LLCs. The Partnership receives trading profits as an investor in the Trading LLCs. The following commentary describes the trading results of the Trading LLCs. January 1, 2003 to March 31, 2003 The Partnership experienced gains in the interest rate, stock index and currency sectors and losses in the metals sector. Overall, for the quarter, the Partnership experienced a positive rate of return for the quarter. Interest rate futures were the best performers for the quarter. Interest rates continued to push lower as economic data for the fourth quarter announced an annual growth rate for the economy of about 1% for 2002. Consumer spending and confidence remained low and even the housing market stumbled in March. The global fixed income markets continued their upward climb until mid-March when expectations of a short conflict triggered the liquidation of many fixed income investments hurting long exposure. Trading in stock indices posted gains for each of the months in the quarter. European stock markets attempted to start the year with some optimism only to succumb to eroding prices throughout the quarter. Global economies suffered throughout the quarter; however, in mid-March the equities market did react with the currency and fixed income markets. Equities appeared to be more in tune to the overall market fundamental and were quick to resume their downward trend. The currency forward and futures trading had gains for the quarter. The weakening U.S. dollar was continuing to decline as it has for over a year and the Partnership was well positioned to capitalize on its U.S dollar positions against other currencies. In March, on hopes that the war with Iraq would be short, the U.S. dollar strengthened and returned some of the profits earned early in the year. The metals sector had losses for the quarter. Gold drove profits in January as it continued its run up. The general perception of risks in the financial markets and the geopolitical situation unfolding was the main driver for the gold market in January. The Partnership sustained losses in February as the long bias in precious metals hurt the portfolio when gold reversed its rising trend in February with the announcement that the German Bundesbank had sold a portion of its gold reserves. Industrial metals markets were choppy throughout the quarter. January 1, 2002 to March 31, 2002 Trading in the metals sector was unprofitable for the quarter. Long positions in gold suffered losses. The gold market slumped, reversing January gains. Base metal positioning posted losses as prices soared on the hope that an economic recovery in the United States would boost demand. Trading in the interest rate markets produced losses on conflicting economic reports. U.S. short rate profits offset losses incurred further out on the U.S. curve under very choppy market conditions. European and Japanese fixed income exposures posted losses under particularly direction-less markets. Global bond prices declined on growing optimism for a stronger economic outlook for the remainder of 2002, benefiting short positioning. Stock indices trading incurred losses for the quarter. Long equity exposures were flipped to short exposures during the quarter, added to losses in volatile market conditions as profit forecasts fell short 8 and concern over the Enron accounting situation deepened. Global equity markets appreciated in March, notably in Japan, Germany and France, which generated losses on short positioning. Currency trading was the most unprofitable strategy for the quarter. Early in the quarter, strong gains were generated from short Japanese yen positions as the Japanese yen continued to depreciate against the U.S. dollar. In February, all of the futures traded currencies appreciated against the U.S. dollar, with the exception of the Canadian dollar. March was a relatively volatile month for G-7 currencies. The U.S. dollar fell from 133 to 127.50 Japanese yen during the first week, and then almost completely reversed that move by month end, generating substantial losses. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable Item 4. Controls and Procedures Merrill Lynch Alternative Investments LLC, formerly MLIM Alternative Strategies LLC, the General Partner of John W. Henry & Co./Millburn L.P., with the participation of the General Partner's Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership within 90 days of the filing date of this quarterly report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no pending legal proceedings to which the Partnership or MLAI LLC is a party. Item 2. Changes in Securities and Use of Proceeds (a) None. (b) None. (c) None. (d) None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other information As of February 28, 2003, MLIM Alternative Strategies LLC changed its name to Merrill Lynch Alternative Investments LLC, as part of an internal Merrill Lynch reorganization. This change did not affect the personnel involved in the management of the Partnership. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits -------- There are no exhibits required to be filed as part of this report. (b) Reports on Form 8-K ------------------- There were no reports on Form 8-K filed during the first three months of fiscal 2003. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JOHN W. HENRY & CO./MILLBURN L.P. By: MERRIL LYNCH ALTERNATIVE INVESTMENTS LLC General Partner Date: May 15, 2003 By /s/ ROBERT M. ALDERMAN ---------------------- Robert M. Alderman Chairman, Chief Executive Officer and Manager (Principal Executive Officer) Date: May 15, 2003 By /s/ MICHAEL L. PUNGELLO ----------------------- Michael L. Pungello Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 11 EXHIBIT 99 Form of Certification Pursuant to Section 1350 of Chapter 63 ------------------------------------------------------------ of Title 180 of the United States Code -------------------------------------- I, Robert M. Alderman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of John W. Henry & Co./Millburn L.P.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 15, 2003 - --------------------- By /s/ ROBERT M. ALDERMAN ---------------------- Robert M. Alderman Chairman, Chief Executive Officer and Manager (Principal Executive Officer) 12 EXHIBIT 99 (a) AS ADOPTED TO ------------- SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- In connection with this quarterly report of John W. Henry & Co./Millburn L.P. on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Robert M. Alderman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that: 1. This quarterly report fully complies with the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934; and 2. The information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of John W. Henry & Co./Millburn L.P. Date: May 15, 2003 - --------------------- By /s/ ROBERT M. ALDERMAN - ------------------------- Robert M. Alderman Chairman, Chief Executive Officer and Manager (Principal Executive Officer) 13 EXHIBIT 99 Form of Certification Pursuant to Section 1350 of Chapter 63 ------------------------------------------------------------ of Title 180 of the United States Code -------------------------------------- I, Michael L. Pungello, certify that: 1. I have reviewed this quarterly report on Form 10-Q of John W. Henry & Co./Millburn L.P.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 15, 2003 - --------------------- By /s/ MICHAEL L. PUNGELLO ----------------------- Michael L. Pungello Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 14 EXHIBIT 99 (a) AS ADOPTED TO ------------- SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- In connection with this quarterly report of John W. Henry & Co./Millburn L.P. on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Michael L. Pungello, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that: 1. This quarterly report fully complies with the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934; and 2. The information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of John W. Henry & Co./Millburn L.P. Date: May 15, 2003 - --------------------- By /s/ MICHAEL L. PUNGELLO ----------------------- Michael L. Pungello Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 15 -----END PRIVACY-ENHANCED MESSAGE-----