AUGUSTA PARTNERS L P
N-30D, 1999-03-01
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                             AUGUSTA PARTNERS, L.P.

                              FINANCIAL STATEMENTS

                       WITH REPORT OF INDEPENDENT AUDITORS

                      FOR THE YEAR ENDED DECEMBER 31, 1998

                             AUGUSTA PARTNERS, L.P.

                              FINANCIAL STATEMENTS


                      FOR THE YEAR ENDED DECEMBER 31, 1998


<PAGE>




                             AUGUSTA PARTNERS, L.P.

                              FINANCIAL STATEMENTS


                      FOR THE YEAR ENDED DECEMBER 31, 1998



CONTENTS




Report of Independent Auditors                                                 1
Statement of Assets, Liabilities and Partners' Capital                         2
Statement of Operations                                                        3
Statement of Changes in Partners' Capital - Net Assets                         4
Notes to Financial Statements                                                  5
Schedule of Portfolio Investments                                             15
Schedule of Securities Sold, Not Yet Purchased                                20
Schedule of Written Options                                                   21

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

To the Partners of
Augusta Partners, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital  of  Augusta  Partners,  L.P.,  including  the  schedules  of  portfolio
investments,  securities  sold, not yet purchased,  and written  options,  as of
December 31, 1998,  and the related  statement of  operations  for the year then
ended,  and the statement of changes in partners'  capital - net assets for each
of the two years in the period then ended.  These  financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  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. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the custodian.  An audit also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Augusta  Partners,  L.P. at
December 31, 1998, the results of its  operations  for the year then ended,  and
the changes in its  partners'  capital - net assets for each of the two years in
the  period  then  ended,  in  conformity  with  generally  accepted  accounting
principles.


                                [GRAPHIC OMITTED]

                                                           /S/ ERNST & YOUNG LLP

New York, New York
February 12, 1999

1

<PAGE>



AUGUSTA PARTNERS, L.P.

STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL (IN THOUSANDS)
- --------------------------------------------------------------------------------

                                                       DECEMBER 31, 1998
ASSETS
                                                                         
Cash                                                            $ 10,502
Investments in securities, at market 
(identified cost - $127,558)                                     157,826
Due from broker                                                   17,418
Dividends receivable                                                   1
Interest receivable                                                  169
Organizational costs 
(net of accumulated amortization of $321)                            370
Other assets                                                          53
                                                                --------
                                                           
       TOTAL ASSETS                                              186,339
                                                                --------
                                                           
LIABILITIES

Securities sold, not yet purchased, at market
(proceeds of sales - $15,247)                                     18,565
Outstanding options written, at value 
(premiums received - $5,326)                                       5,221
Withdrawals payable                                               43,611
Dividends payable on securities sold, not 
yet purchased                                                         34
Management fee payable                                               128
Accrued expenses                                                     329
                                                                --------
                                                      
       TOTAL LIABILITIES                                          67,888
                                                                --------
                                                      
             NET ASSETS                                         $118,451
                                                                ========
                                                      
PARTNERS' CAPITAL - NET ASSETS

Represented by:                              
Capital contributions - net                                     $ 47,054
Accumulated net investment loss                                   (1,284)
Accumulated net realized gain on investments                      45,626
Accumulated net unrealized appreciation                           27,055
                                                               ---------
                                               
       PARTNERS' CAPITAL - NET ASSETS                          $ 118,451
                                                               =========
                                               



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

                                       2
<PAGE>


AUGUSTA PARTNERS, L.P.

STATEMENT OF OPERATIONS (IN THOUSANDS)
- --------------------------------------------------------------------------------

                                                             YEAR ENDED
                                                         DECEMBER 31, 1998
INVESTMENT INCOME
    Interest                                                    $  1,715
    Dividends                                                        616
                                                                --------
                                                                   2,331
                                                                --------
                                                            
EXPENSES
    OPERATING EXPENSES:
       Management fee                                              1,442
       Professional fees                                             316
       Administration fees                                           200
       Amortization of organizational costs                          138
       Custodian fees                                                 68
       Insurance expense                                              49
       Individual General Partners' fees and expenses                 25
       Miscellaneous                                                  22
                                                                --------
          TOTAL OPERATING EXPENSES                                 2,260
       Interest expense                                              257
       Dividends on securities sold, not yet purchased               175
                                                                --------
          TOTAL EXPENSES                                           2,692
                                                                --------
          NET INVESTMENT LOSS                                       (361)
                                                                --------
                                                           
REALIZED AND UNREALIZED GAIN ON INVESTMENTS

    REALIZED GAIN (LOSS) ON INVESTMENTS:
       Investment securities                                      19,460
       Purchased options                                          (4,373)
       Futures transactions                                          (89)
       Written options                                            (1,377)
       Short sales                                                   156
                                                                --------
          NET REALIZED GAIN ON INVESTMENTS                        13,777
                                                                --------
    NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS          10,678
                                                                --------
          NET REALIZED AND UNREALIZED GAIN                        24,455
                                                                --------
          INCREASE IN PARTNERS' CAPITAL DERIVED FROM     
          INVESTMENT ACTIVITIES                                 $ 24,094
                                                                ========
                                                           

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

                                       3
<PAGE>

AUGUSTA PARTNERS, L.P.

STATEMENT OF CHANGES IN PARTNERS' CAPITAL - NET ASSETS (IN THOUSANDS)
- --------------------------------------------------------------------------------

                                             YEAR ENDED          YEAR ENDED
                                          DECEMBER 31, 1998  DECEMBER 31, 1997
FROM INVESTMENT ACTIVITIES

 Net investment loss                         $   (361)          $   (619)
 Net realized gain on investments              13,777             23,297
 Net change in unrealized appreciation on 
 investments                                   10,678              7,585
                                             --------           --------

   INCREASE IN PARTNERS' CAPITAL DERIVED 
   FROM INVESTMENT ACTIVITIES                  24,094              30,263

PARTNERS' CAPITAL TRANSACTIONS

 Capital contributions                          9,618                  0
 Capital withdrawals - General Partner         (5,067)            (9,573)
 Capital withdrawals - Limited Partners       (38,960)            (8,969)
                                             --------           --------

   DECREASE IN PARTNERS' CAPITAL
   DERIVED FROM CAPITAL TRANSACTIONS          (34,409)           (18,542)

   PARTNERS' CAPITAL AT BEGINNING OF PERIOD   128,766            117,045
                                             --------           --------

   PARTNERS' CAPITAL AT END OF PERIOD        $118,451           $128,766
                                             ========           ========
                                                

                                       4
<PAGE>

AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------
  1. ORGANIZATION

     Augusta Partners, L.P. (the "Partnership") was organized under the Delaware
     Revised Uniform Limited Partnership Act on May 30, 1996. The Partnership is
     registered  under  the  Investment  Company  Act of 1940  (the  "Act") as a
     closed-end,  non-diversified management investment company. The Partnership
     will  operate  until  December 31, 2021 unless  further  extended or sooner
     terminated as provided for in the Limited Partnership Agreement, as amended
     and restated on July 16, 1996, and as further amended October 29, 1997. The
     Partnership's investment objective is to achieve capital appreciation.  The
     Partnership  pursues  this  objective by  investing  principally  in equity
     securities of  publicly-traded  U.S.  companies.  The  Partnership may also
     invest in equity  securities of foreign  issuers and in bonds,  options and
     other fixed-income securities of U.S. and foreign issuers, as well as other
     financial instruments.

     There are four "Individual  General  Partners" and a "Manager." The Manager
     is Augusta Management,  L.L.C. whose principal members are CIBC Oppenheimer
     Corp.  (formerly  Oppenheimer & Co.,  Inc.) and Ardsley  Advisory  Partners
     ("Ardsley").  Investment  professionals at Ardsley manage the Partnership's
     investment  portfolio  on  behalf of the  Manager  under  CIBC  Oppenheimer
     Corp.'s ("CIBC Opco") supervision.

     The  acceptance  of  initial  and  additional  contributions  is subject to
     approval by the  Manager.  The  Partnership  may from time to time offer to
     repurchase  interests  pursuant  to  written  tenders  by  Partners.   Such
     repurchases  will  be  made  at such  times  and on  such  terms  as may be
     determined  by the  Individual  General  Partners,  in their  complete  and
     exclusive discretion.  The Manager expects that generally it will recommend
     to  the  Individual  General  Partners  that  the  Partnership   repurchase
     interests  from Partners once in each year  effective as of the end of each
     such year.

  2. SIGNIFICANT ACCOUNTING POLICIES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles requires the Manager to make estimates and
     assumptions  that affect the amounts  reported in the financial  statements
     and accompanying notes. The Manager believes that the estimates utilized in
     preparing  the  Partnership's   financial  statements  are  reasonable  and
     prudent; however, actual results could differ from these estimates.

          a. PORTFOLIO VALUATION

          Securities and commodities transactions, including related revenue and
          expenses,  are  recorded  on a  trade-date  basis  and  dividends  are
          recorded on an ex-dividend date basis.  Interest income is recorded on
          the accrual basis. 
                                       5
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------
  2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          a. PORTFOLIO VALUATION (CONTINUED)

          Domestic  exchange  traded or NASDAQ listed equity  securities will be
          valued  at  their  last  composite  sale  prices  as  reported  on the
          exchanges  where  such  securities  are  traded.  If no  sales of such
          securities are reported on a particular  day, the  securities  will be
          valued based upon their composite bid prices for securities held long,
          or their  composite ask prices for securities  held short, as reported
          by such exchanges.  Securities traded on a foreign securities exchange
          will be valued at their last sale  prices on the  exchange  where such
          securities are primarily  traded, or in the absence of a reported sale
          on a  particular  day, at their bid prices (in the case of  securities
          held  long) or ask prices (in the case of  securities  held  short) as
          reported by such  exchange.  Listed  options will be valued using last
          sales  prices as reported by the  exchange  with the highest  reported
          daily  volume for such  options  or, in the  absence of any sales on a
          particular  day, at their bid prices as reported by the exchange  with
          the  highest  volume  on the  last  day a trade  was  reported.  Other
          securities for which market  quotations are readily  available will be
          valued at their bid prices  (or ask  prices in the case of  securities
          held short) as obtained  from one or more dealers  making  markets for
          such  securities.  If market  quotations  are not  readily  available,
          securities and other assets will be valued at fair value as determined
          in good faith by, or under the supervision of, the Individual  General
          Partners.

          Debt  securities  will be valued  in  accordance  with the  procedures
          described above, which with respect to such securities may include the
          use of  valuations  furnished by a pricing  service,  which  employs a
          matrix to determine  valuation for normal  institutional  size trading
          units,  or consultation  with brokers and dealers in such  securities.
          The  Individual   General  Partners  will  periodically   monitor  the
          reasonableness  of  valuations  provided by any such pricing  service.
          Debt  securities  with  remaining  maturities of 60 days or less will,
          absent unusual circumstances,  be valued at amortized cost, so long as
          such  valuation is determined by the  Individual  General  Partners to
          represent fair value.

          Futures contracts and options thereon, which are traded on commodities
          exchanges,  are  valued at their  settlement  value as of the close of
          such exchanges.

          All assets and liabilities  initially  expressed in foreign currencies
          will be converted  into U.S.  dollars  using  foreign  exchange  rates
          provided by a pricing  service  compiled as of 4:00 p.m.  London time.
          Trading in foreign securities  generally is completed,  and the values
          of such  securities are  determined,  prior to the close of securities
          markets in the U.S.  Foreign  exchange rates are also determined prior
          to such close. On occasion, the values of such securities and exchange
          rates may be affected by events occurring between the time as of which
          determination  of such values or exchange  rates are made and the time
          as of which the 

                                       6
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED

          a. PORTFOLIO VALUATION (CONTINUED)

          net asset value of the  Partnership  is  determined.  When such events
          materially  affect the values of securities held by the Partnership or
          its  liabilities,  such securities and  liabilities  will be valued at
          fair value as  determined  in good faith by, or under the  supervision
          of, the Individual General Partners.

          The  Partnership  may enter into  transactions  in financial  futures,
          foreign exchange  options and foreign currency forward  contracts that
          are used for hedging and  nonhedging  purposes.  These  contracts  are
          valued at fair value with the resulting  gains and losses  included in
          net gain from  investment  transactions.  The Partnership did not hold
          any financial  futures,  foreign  exchange options or foreign currency
          forward contracts at December 31, 1998.

          b. ORGANIZATION COSTS

          The  expenses  incurred  by the  Partnership  in  connection  with its
          organization are being amortized over a 60 month period beginning with
          the commencement of operations, September 4, 1996.

          c. INCOME TAXES

          No  Federal,  state or local  income  taxes  will be  provided  on the
          profits of the Partnership since the partners are individually  liable
          for their share of the Partnership's income.

  3. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER

     CIBC Opco provides certain  management and  administrative  services to the
     Partnership including, among other things, providing office space and other
     support  services to the  Partnership.  In exchange for such services,  the
     Partnership  pays CIBC Opco a monthly  management  fee of .08333% (1% on an
     annualized  basis) of the  Partnership's  net assets  determined  as of the
     beginning of the month,  excluding  assets  attributable  to the  Manager's
     capital account.

     During  the year ended  December  31,  1998,  CIBC Opco  earned  $31,757 in
     brokerage commissions from portfolio transactions executed on behalf of the
     Partnership.

     At the end of the twelve month period  following the admission of a limited
     partner to the  Partnership,  and  generally at the end of each fiscal year
     thereafter,  the Manager is entitled to an incentive  allocation  of 20% of
     net profits, if any, that have been credited to the capital

                                       7
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  3. MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED)

     account  of  such  limited  partner  during  such  period.   The  incentive
     allocation  will be charged to a limited  partner  only to the extent  that
     cumulative  net profits with respect to such  limited  partner  through the
     close of any period  exceeds the highest  level of  cumulative  net profits
     with respect to such limited partner through the close of any prior period.
     During  the year ended  December  31,  1998,  incentive  allocation  to the
     Manager was $4,779,468.

     Each  Independent  Individual  General  Partner  who is not an  "interested
     person"  of the  Partnership,  as defined  by the Act,  receives  an annual
     retainer of $5,000 plus a fee for each  meeting  attended.  Any  Individual
     General  Partner who is an "interested  person" does not receive any annual
     or other fee from the  Partnership.  All  Individual  General  Partners are
     reimbursed by the  Partnership  for all reasonable  out-of-pocket  expenses
     incurred by them in performing  their duties.  For the year ended  December
     31, 1998, fees paid to the Individual  General Partners  (including meeting
     fees and the annual retainer) and expenses totaled $25,015.  One Individual
     General Partner is an "interested person" of the Partnership.

     The Chase Manhattan Bank serves as Custodian of the Partnership's assets.

     PFPC Inc. serves as Administrator  and Accounting Agent to the Partnership,
     and in that capacity provides certain accounting,  record keeping,  tax and
     investor related services.

  4. SECURITIES TRANSACTIONS

     Aggregate   purchases  and  sales  of  investment   securities,   excluding
     short-term  securities,  for the year ended December 31, 1998,  amounted to
     $1,001,476,737 and $1,010,690,845, respectively.

     At December  31,  1998,  the cost of  investments  for  Federal  income tax
     purposes was  substantially  the same as the cost for  financial  reporting
     purposes. At December 31, 1998, accumulated net unrealized  appreciation on
     investments,   options,  and  securities  sold,  not  yet  purchased,   was
     $27,054,777,  consisting of $36,182,803  gross unrealized  appreciation and
     $9,128,026 gross unrealized depreciation.

     Due  from  broker  primarily  represents   receivables  and  payables  from
     unsettled security trades, short sales and written options.

                                       8
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  5. SHORT-TERM BORROWINGS

     The Partnership has the ability to trade on margin and, in that connection,
     borrow funds from  brokers and banks for  investment  purposes.  Trading in
     equity   securities  on  margin   involves  an  initial  cash   requirement
     representing at least 50% of the underlying  security's  value with respect
     to transactions  in U.S.  markets and varying  percentages  with respect to
     transactions  in foreign  markets.  The Act  requires  the  Partnership  to
     satisfy  an  asset  coverage  requirement  of  300%  of  its  indebtedness,
     including amounts borrowed, measured at the time the Partnership incurs the
     indebtedness.   The  Partnership   pays  interest  on  outstanding   margin
     borrowings  at an  annualized  rate of LIBOR plus  .875%.  The  Partnership
     pledges  securities  as  collateral  for the margin  borrowings,  which are
     maintained in a segregated  account held by the  Custodian.  As of December
     31, 1998, the Partnership did not have any margin  borrowings  outstanding.
     For the year ended  December  31,  1998,  the average  daily amount of such
     borrowings was $3,138,396.

  6. Financial  Instruments with Off-Balance  Sheet Risk or Concentrations of
     Credit Risk

     In the  normal  course of  business,  the  Partnership  may  trade  various
     financial  instruments  and enter into various  investment  activities with
     off-balance  sheet risk.  These financial  instruments  include forward and
     futures  contracts,  options  and sales of  securities  not yet  purchased.
     Generally,  these financial  instruments  represent  future  commitments to
     purchase or sell other financial instruments at specific terms at specified
     future dates. Each of these financial  instruments contains varying degrees
     of  off-balance  sheet risk  whereby  changes  in the  market  value of the
     securities  underlying  the financial  instruments  may be in excess of the
     amounts  recognized in the statement of assets,  liabilities  and partners'
     capital.

     The  Partnership  maintains cash in bank deposit  accounts which, at times,
     may exceed  federally  insured limits.  The Partnership has not experienced
     any  losses in such  accounts  and does not  believe  it is  exposed to any
     significant credit risk on cash.

     The Partnership's  foreign exchange trading activities involve the purchase
     and sale (writing) of foreign  exchange  options  having  various  maturity
     dates.  The Partnership may seek to limit its exposure to foreign  exchange
     rate  movements by hedging  such option  positions  with  foreign  exchange
     positions in spot currency,  futures and forward contracts. At December 31,
     1998, the  Partnership had no spot currency,  futures or forward  contracts
     outstanding.

     Securities sold, not yet purchased represent obligations of the Partnership
     to deliver specified securities and thereby creates a liability to purchase
     such  securities in the market at  prevailing  prices.  Accordingly,  these
     transactions result in off-balance sheet risk as the

                                       9
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  6. FINANCIAL  INSTRUMENTS WITH OFF-BALANCE  SHEET RISK OR CONCENTRATIONS OF
     CREDIT RISK (CONTINUED)

     Partnership's  ultimate  obligation to satisfy the sale of securities sold,
     not yet  purchased  may exceed the amount  indicated  in the  statement  of
     assets, liabilities and partners' capital.

     The risk associated with purchasing an option is that the Partnership  pays
     a  premium  whether  or not the  option  is  exercised.  Additionally,  the
     Partnership  bears the risk of loss of premium  and change in market  value
     should  the  counterparty  not  perform  under the  contract.  Put and call
     options  purchased  are  accounted  for in the same  manner  as  investment
     securities.

     When  the  Partnership  writes  an  option,  the  premium  received  by the
     Partnership is recorded as a liability and is subsequently  adjusted to the
     current market value of the option written.  If a call option is exercised,
     the  premium  is added  to the  proceeds  from  the sale of the  underlying
     security or currency in determining  whether the Partnership has realized a
     gain or loss. In writing an option,  the Partnership  bears the market risk
     of an  unfavorable  change  in  the  price  of  the  security  or  currency
     underlying the written option.

     Exercise  of an  option  written  by the  Partnership  could  result in the
     Partnership  selling or buying a security or currency at a price  different
     from the current market value.

     Transactions in purchased options were as follows:

                          CALL OPTIONS                   PUT OPTIONS
                    ------------------------    ------------------------------ 
                       NUMBER                       NUMBER
                    OF CONTRACTS     COST        OF CONTRACTS         COST
                    ------------ ------------    ------------     --------------
Beginning balance           750  $   847,562       340,000      $   4,743,000
Options purchased       100,070   30,811,515       187,965         18,532,203
Options closed          (56,430) (28,237,740)     (526,810)       (22,402,597)
Expired options          (5,720)  (1,669,999)         (675)          (151,166)
                       --------- ------------     ---------     --------------
Options outstanding at
 December 31, 1998       38,670  $ 1,751,338           480     $      721,440
                       ========= ============     =========     ==============

                                       10
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  6. FINANCIAL  INSTRUMENTS WITH OFF-BALANCE  SHEET RISK OR CONCENTRATIONS OF
     CREDIT RISK (CONTINUED)


     Transactions in written options were as follows:

                          CALL OPTIONS                   PUT OPTIONS
                     ------------------------    ------------------------------ 
                         NUMBER     AMOUNT OF        NUMBER          AMOUNT OF  
                     OF CONTRACTS    PREMIUM      OF CONTRACTS        PREMIUM
                       ---------- ------------    ------------    --------------
Beginning balance         1,125  $   176,657       270,000      $   4,209,000
Options written          38,235   19,742,867       182,185          8,114,639
Options closed          (24,965) (14,021,963)     (452,185)       (12,323,639)
Expired options          (2,835)    (571,500)           (0)                (0)
                       ---------- ------------    ------------    --------------
Options outstanding at
 December 31, 1998       11,560  $ 5,326,061             0      $           0


  7. FINANCIAL INSTRUMENTS HELD OR ISSUED FOR TRADING PURPOSES

     The Partnership maintains positions in a variety of financial  instruments.
     The  following  table   summarizes  the  components  of  net  realized  and
     unrealized gains from investment transactions:

                                              NET GAINS / (LOSSES)
                                               FOR THE YEAR ENDED
                                               DECEMBER 31, 1998
                                              --------------------
     Equity securities                             $29,451,879
     Equity options                                   (319,360)
     Equity index options                           (1,799,520)
     Cross currency options                         (9,625,237)
     Written options                                 2,418,763
     Fixed income securities                         2,869,638
     Futures                                          (88 ,726)
     FOREIGN SECURITIES:
            Equities                                 1,547,063
                                                   -----------
     
                                                   $24,454,500

                                       11
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  7. Financial Instruments Held or Issued for Trading Purposes (continued)


     The following  table  presents the market  values of  derivative  financial
     instruments and the average market values of those instruments:

                                                           AVERAGE MARKET VALUE
                                       MARKET VALUE AT      FOR THE YEAR ENDED
                                      DECEMBER 31, 1998     DECEMBER 31, 1998
                                     ------------------    ---------------------
ASSETS:
   Equity options                           $3,209,590            $2,495,471
   Equity index options                        672,000             2,119,683
   Cross currency options                            0               284,352
LIABILITIES:
   Written options                          (5,220,625)           (3,640,028)

     Average  market  values  presented  above are based upon  month-end  market
     values during the year ended December 31, 1998.

                                       12
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  8. SELECTED FINANCIAL RATIOS AND OTHER SUPPLEMENTAL INFORMATION

     The  following  represents  the  ratios to  average  net  assets  and other
     supplemental information for each period.
<TABLE>
<CAPTION>

                                                                                                                  SEPTEMBER 4, 1996
                                                                                                                   (COMMENCEMENT OF
                                               YEAR ENDED               YEAR ENDED       OPERATIONS) TO
                                           DECEMBER 31, 1998         DECEMBER 31, 1997  DECEMBER 31, 1996
                                          ------------------         -----------------  -----------------
<S>                                          <C>                        <C>                 <C>  
Ratio of net investment loss to
   average net assets                          (0.25%)                    (0.48%)             (0.83%)*
Ratio of operating expenses to
   average net assets                           1.57%                      1.61%               2.27%*
Ratio of interest expense to
   average net assets                           0.18%                      0.07%               0.01%*
Ratio of dividends on securities
   sold, not yet purchased
   to average net assets                        0.12%                      0.12%               0.06%*
Total return ***                               17.45%                     25.94%              17.20%
Portfolio turnover rate                          723%                       627%                215%
Average commission rate paid **              $0.0584                    $0.0527             $0.0569
Average debt ratio                              2.19%                      1.04%               0.28%
<FN>

     *   Annualized.
     **  Average  commission  rate paid on  purchases  and  sales of  investment
         securities  held long.
     *** Total return  assumes a purchase of a Limited  Partnership  interest in
         the Partnership on the first day and a sale of the Partnership interest
         on the last day of the period noted, before incentive allocation to the
         Manager,  if any.  Total  returns for a period of less than a full year
         are not annualized.

</FN>
</TABLE>
                                       13
<PAGE>
AUGUSTA PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

  9. SUBSEQUENT EVENT

     On January 1, 1999 the  Partnership  received  additional  Limited  Partner
     capital contributions of approximately $1,875,000.

 10. YEAR 2000 (UNAUDITED)

     Like other  investment  companies,  financial  and  business  organizations
     around  the world,  the  Partnership  could be  adversely  affected  if the
     computer  systems it uses and those used by the  Partnership's  brokers and
     other  major  service  providers  do not  properly  process  and  calculate
     date-related  information  and data from and after January 1, 2000. This is
     commonly known as the "Year 2000 Issue."

     The  Partnership  has  assessed  its  computer   systems  and  the  systems
     compliance  issues of its brokers and other major  service  providers.  The
     Partnership  has taken steps that it believes  are  reasonably  designed to
     address the Year 2000 Issue with  respect to the  computer  systems it uses
     and has obtained  satisfactory  assurances that comparable  steps are being
     taken by its  brokers  and other  major  service  providers.  At this time,
     however,  there can be no assurance  that these steps will be sufficient to
     address all Year 2000 Issues. The inability of the Partnership or its third
     party providers to timely complete all necessary  procedures to address the
     Year 2000 Issue could have a material  adverse effect on the  Partnership's
     operations.  Management  will  continue  to  monitor  the status of and its
     exposure  to  this  issue.  For the  year  ended  December  31,  1998,  the
     Partnership incurred no Year 2000 related expenses,  and it does not expect
     to incur significant Year 2000 expenses in the future.

     The  Partnership  intends to develop  contingency  plans intended to ensure
     that  third   party   non-compliance   will  not   materially   affect  the
     Partnership's operations.

                                       14
<PAGE>

AUGUSTA PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS                                            
- --------------------------------------------------------------------------------

                                                     DECEMBER 31, 1998    
SHARES                                                 MARKET VALUE    
        COMMON STOCKS - 116.56%                        
          AIRLINES - 5.49%
125,000     US Airways Group, Inc.        (a)           $6,500,000
                                                      ------------
                                                  
          APPLICATIONS SOFTWARE - 5.13%
110,000     Clarify, Inc. *                              2,688,180
100,000     Siebel Systems, Inc. *                       3,393,800
                                                      ------------
                                                         6,081,980
                                                      ------------
                                                  
          CABLE TV - 2.58%
 65,000     MediaOne Group, Inc. *        (a)            3,055,000
                                                      ------------
                                                  
          CELLULAR TELECOMMUNICATIONS - 1.18%                     
150,000     Omnipoint Corp. *                            1,396,950
                                                      ------------
                                                  
          COMPUTER GRAPHICS - 1.99%
125,000     Discreet Logic, Inc. *        (b)            2,359,375
                                                      ------------
                                                  
          COMPUTER SERVICES - 2.12%
 50,000     Electronic Data Systems Corp.                2,509,400
                                                      ------------
                                                  
          COMPUTER SOFTWARE - 18.03%
120,000     Compuware Corp. *                            9,375,000
 45,000     Microsoft Corp. *             (a)            6,240,960
300,000     Platinum Technology, Inc. *   (b)            5,737,500
                                                      ------------
                                                        21,353,460
                                                      ------------
                                                  
          COMPUTERS - INTEGRATED SYSTEMS - 5.61%
350,000     Saville Systems PLC,
            Sponsored ADR *               (b)            6,650,000
                                                      ------------
                                                  
          DIVERSIFIED FINANCIAL SERVICES - 3.98%
 95,000     Citigroup, Inc.               (a)           4,720,360
                                                      ------------
                                                  
          DRUG DELIVERY SYSTEMS - 2.34%
125,000     Alkermes, Inc. *              (b)           2,773,500
                                                      ------------
                                                  
The accompanying notes are an integral part of these financial statements.

                                       15
<PAGE>

AUGUSTA PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS  (CONTINUED)                                
- --------------------------------------------------------------------------------

                                                   DECEMBER 31, 1998
SHARES                                                 MARKET VALUE
       COMMON STOCKS -  (CONTINUED)
          EDUCATIONAL SOFTWARE - 1.88%                                          
150,000     CBT Group PLC, Sponsored ADR *             $ 2,231,250
                                                      ------------
          LIFE/HEALTH INSURANCE - 1.93%                           
 75,000     Conseco, Inc.                                2,287,500
                                                      ------------

          MEDICAL - BIOMEDICAL/GENE - 4.90%
 40,000     Biogen, Inc.  *               (b)            3,320,000
 55,000     Centocor, Inc. *                             2,481,875
                                                      ------------
                                                         5,801,875
                                                      ------------
                                              
          MEDICAL - DRUGS - 9.78%                                 
 75,000     BioChem Pharma, Inc. *                       2,146,875
125,000     ChiRex, Inc. *                (a)            2,671,875
 50,000     Forest Laboratories, Inc. *                  2,659,400
100,000     Gilead Sciences, Inc. *       (a)            4,106,300
                                                      ------------
                                                        11,584,450
                                                      ------------
                                              
          NETWORKING PRODUCTS - 4.73%                             
125,000     3Com Corp. *                                 5,601,625
                                                      ------------
                                              
          OFFICE AUTOMATION & EQUIPMENT - 2.19                            
620,000     Danka Business Systems PLC, Sponsored ADR    2,596,560 
                                                      ------------
                                              
          OIL EXPLORATION & PRODUCTION - 0.50%                      
 85,000     EEX Corp.                                      595,000 
                                                      ------------
                                              
          OIL FIELD MACHINERY & EQUIPMENT - 1.64%                   
100,000     Weatherford International, Inc. *            1,937,500 
                                                      ------------
                                              
          OIL & GAS DRILLING - 0.47%                                
 73,000     R & B Falcon Corp. *                           552,099 
                                                      ------------
                                              
          PRIVATE CORRECTIONS - 4.76%                               
275,000     Corrections Corporation of America *         5,637,500 
                                                      ------------
                                              
The accompanying notes are an integral part of these financial statements.

                                       16
<PAGE>

AUGUSTA PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS  (CONTINUED)                                  
- --------------------------------------------------------------------------------
                                                     DECEMBER 31, 1998
SHARES                                                 MARKET VALUE
        COMMON STOCKS -  (CONTINUED)
          RETAIL - COMPUTER EQUIPMENT - 1.38%                                   
125,000     CompUSA, Inc. *                            $ 1,632,875
                                                        ----------
          RETAIL - OFFICE SUPPLIES - 0.66%
150,000     Corporate Express, Inc. *                      778,200
                                                        ----------
          RETAIL - REGIONAL DEPARTMENT STORES - 2.00%
 75,000     Saks, Inc. *                                 2,367,225
                                                     -------------
          RETAIL - RESTAURANTS - 3.03%                            
 90,000     Outback Steakhouse, Inc. *                   3,588,750
                                                     -------------
          SATELLITE TELECOMMUNICATIONS - 5.08%
280,000     ICG Communications, Inc. *           (b)     6,020,000
                                                     -------------
          TELECOMMUNICATIONS EQUIPMENT - 8.12%
100,000     Associated Group, Inc., Class B *    (a)     4,250,000
250,000     Premisys Communications, Inc. *              2,297,000
 65,000     Superior TeleCom, Inc.                       3,071,250
                                                     -------------
                                                         9,618,250
                                                     -------------
          TELECOMMUNICATIONS SERVICES - 5.94%
195,000     Hyperion Telecommunications, Inc.,
            Class A *                                    2,949,375
 40,000     Level 3 Communications, Inc. *               1,725,000
 30,000     NTL, Inc. *                                  1,693,140
250,000     SmarTalk TeleServices, Inc. *                  664,000
                                                     -------------
                                                         7,031,515
                                                     -------------
          TELEPHONE - LOCAL - 0.94%
175,000     e.spire Communications, Inc. *               1,115,625
                                                     -------------
          TELEPHONE - LONG DISTANCE - 8.18%
135,000     MCI WorldCom, Inc. *                         9,686,250
                                                     -------------
            TOTAL COMMON STOCKS (COST $112,348,973)    138,064,074
                                                     =============

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

                                       17

<PAGE>


AUGUSTA PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS  (CONTINUED)                                  
- --------------------------------------------------------------------------------
                                                    DECEMBER 31, 1998
    SHARES                                             MARKET VALUE
            PREFERRED STOCKS - 2.07%                               
             AGRICULTURAL BIOTECHNOLOGY - 2.07%
    50,000    Monsanto Co., 6.50%, Adjustable Conversion-Rate        
                                                                  
                                                                  
              Equity Security Units                     $2,450,000
                                                      ------------
                                                     
            TOTAL PREFERRED STOCKS (COST $2,071,400)     2,450,000
                                                      ============
                                                     
   FACE
  AMOUNT
           CONVERTIBLE BONDS - 11.33%
            TELECOMMUNICATIONS EQUIPMENT - 11.33%
$8,000,000   NTL, Inc., 7.00%, 06/15/08, 144A**         12,080,000
 5,000,000   SmarTalk TeleServices, Inc.,
             5.75%, 09/15/04                             1,350,000
                                                      ------------
                                                        13,430,000
                                                      ------------
                                                     
          TOTAL CONVERTIBLE BONDS (COST $10,665,236)    13,430,000
                                                      ============
                                                     
NUMBER OF
CONTRACTS
           CALL OPTIONS - 2.71%
            COMMERCIAL SERVICES - 0.55%                   
     1,495   Cendant Corp., 01/16/99, $15.00               654,063
                                                      ------------
                                                     
           OTC DERIVATIVE - 2.16%
       175   OTC Stock Basket, 04/19/99, $100.00         1,804,283
    37,000   OTC Stock Basket, 06/14/99, $100.00           751,244
                                                      ------------
                                                         2,555,527
                                                      ------------

           TOTAL CALL OPTIONS (COST $1,751,338)          3,209,590
                                                      ============
                                                          



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

                                       18
<PAGE>


AUGUSTA PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS  (CONTINUED)                                  
- --------------------------------------------------------------------------------

                                                   DECEMBER 31, 1998
SHARES                                               MARKET VALUE
           PUT OPTIONS - 0.57%
            INDEX - 0.57%
480          S&P 500 Index, 01/16/99, $1,220.00      $     672,000 
                                                     -------------
                                                     
           TOTAL PUT OPTIONS (COST $721,440)               672,000 
                                                     =============
                                                     

           TOTAL INVESTMENTS (COST $127,558,387)
           133.24%                                     157,825,664 
                                                     =============
                                                     
           OTHER ASSETS, LESS LIABILITIES - (33.24%)   (39,374,974)
                                                     -------------
                                                        
           NET ASSETS - 100.00%                      $ 118,450,690 
                                                     =============
                                                     




     (a)  Partially  or wholly  held in a pledged  account by the  Custodian  as
          collateral for securities sold short.
     (b)  Partially  or wholly  held in a pledged  account by the  Custodian  as
          collateral  for open  written  options. 
     *    Non-income producing security.  
     **   Security exempt from  registration  under Rule 144A of the Securities 
          Act of  1933.  This  security  may  be  resold in  transactions exempt
          from registration  normally to qualified  buyers.  At December  31,  
          1998, this security amounted to $12,080,000 or 10.2% of net assets.


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

                                       19
<PAGE>

AUGUSTA PARTNERS, L.P.

SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED                                  
- --------------------------------------------------------------------------------

                                                  DECEMBER 31, 1998
SHARES                                               MARKET VALUE
        SHORT COMMON STOCK - (15.67%)
          CELLULAR TELECOMMUNICATIONS - (0.82%)
 25,000     WinStar Communications, Inc.              $    (975,000)
                                                      -------------
          CHEMICALS - DIVERSIFIED - (1.15%)
 15,000     Dow Chemical Co.                             (1,364,070)
                                                      -------------
          COMMERCIAL BANKS - (2.33%)
115,000     Synovus Financial Corp.                      (2,760,000)
                                                      -------------
          COSMETICS & TOILETRIES - (1.68%)
 45,000     Avon Products, Inc.                          (1,991,250)
                                                      -------------
          FOOD - RETAIL - (1.15%)
  1,800     Carrefour SA                                 (1,359,501)
                                                      -------------
          MACHINERY - CONSTRUCTION & MINING - (0.97%)
 25,000     Caterpillar, Inc.                            (1,150,000)
                                                      -------------
          MEDICAL PRODUCTS - (0.49%)
 19,296     Closure Medical Corp.                          (575,272)
                                                      -------------
          TELECOMMUNICATIONS SERVICES - (3.64%)
100,000     Level 3 Communications, Inc.                 (4,312,500)
                                                      -------------
          THERAPEUTICS - (3.44%)
 70,000     Biomatrix, Inc.                              (4,077,500)
                                                      -------------
  TOTAL SHORT COMMON STOCK - (PROCEEDS $15,247,157)   $ (18,565,093)
                                                      =============


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

                                       20
<PAGE>

AUGUSTA PARTNERS, L.P.

SCHEDULE OF WRITTEN OPTIONS
- --------------------------------------------------------------------------------

NUMBER OF                                         DECEMBER 31, 1998
CONTRACTS                                            MARKET VALUE
           WRITTEN CALL OPTIONS - (4.41%)
            APPLICATIONS SOFTWARE - (0.62%)
1,100        Clarify, Inc., 02/20/99, $22.50           $    (343,750)
1,000        Siebel System, Inc., 01/16/99, $30.00          (387,500)
                                                       -------------
                                                            (731,250)
                                                       -------------
           COMPUTER SERVICES - (0.08%)
  500       Electronic Data Systems Corp.,
             01/16/99, $50.00                                (93,750)
                                                       -------------
                                                     
           COMPUTER SOFTWARE - (0.33%)
  600       Autodesk Corp., 01/16/99, $45.00                 (67,500)
  600       Compuware Corp., 02/20/99, $80.00               (330,000)
                                                       -------------
                                                            (397,500)
                                                       -------------
           COSMETICS & TOILETRIES - (0.96%)
1,075       Colgate-Palmolive Co., 01/22/00, $100.00      (1,142,188)
                                                       -------------
                                                     
           DIVERSIFIED FINANCIAL SERVICES - (0.12%)
  950       Citigroup, Inc. 01/16/99, $50.00                (142,500)
                                                       -------------
                                                     
           EDUCATIONAL SOFTWARE - 0.06%)
  600       CBT Group PLC, Sponsored ADR 02/20/99,
            $17.50                                           (67,500)
                                                       -------------
                                                     
           MEDICAL - BIOMEDICAL/GENE - (0.01%)
  300       Centocor, Inc., 01/16/99, $50.00                 (11,250)
  250       Centocor, Inc., 01/16/99, $55.00                  (3,125)
                                                       -------------
                                                             (14,375)
                                                       -------------
                                                     
           MEDICAL - DRUGS - (2.18%)
  270       American Home Products Corp., 01/16/99,
            $55.00                                           (54,000)
  500       Forest Laboratories, Inc., 02/20/99,
            $55.00                                          (143,750)
1,045       Merck & Co., Inc., 01/22/00, $160.00          (1,489,125)
  870       Warner-Lambert Co., 01/22/00, $85.00            (891,750)
                                                       -------------
                                                          (2,578,625)
                                                       -------------
                                                     
           OIL & GAS DRILLING - (0.04%)
  730       R & B Falcon Corp., 03/20/99, $10.00             (45,625)
                                                       -------------
                                                     
The accompanying notes are an integral part of these financial statements.

                                       21
<PAGE>

AUGUSTA PARTNERS, L.P.

SCHEDULE OF WRITTEN OPTIONS (CONTINUED)
- --------------------------------------------------------------------------------

NUMBER OF                                            DECEMBER 31, 1998
CONTRACTS                                              MARKET VALUE
           WRITTEN CALL OPTIONS - (CONTINUED)
           TELECOMMUNICATIONS EQUIPMENT - (0.01%)
1,170       Premisys Communications, Inc., 01/16/99,
            $12.50                                     $     (7,312)         
                                                       -------------
                                                     
           TOTAL WRITTEN CALL OPTIONS -
           (PROCEEDS $5,326,061)                       $ (5,220,625)         
                                                       ============
                                                       

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

                                       22


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