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

                              FINANCIAL STATEMENTS

                       WITH REPORT OF INDEPENDENT AUDITORS

                      FOR THE YEAR ENDED DECEMBER 31, 1998














<PAGE>




                              TROON 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.............................................14


<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

To the Partners of
Troon Partners, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital  of  Troon   Partners,   L.P.,   including  the  schedule  of  portfolio
investments,  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 the year then  ended  and for the  period  from  February  27,  1997
(commencement  of operations) to December 31, 1997.  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 Troon  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 the year then ended and
for the period from February 27, 1997 to December 31, 1997,  in conformity  with
generally accepted accounting principles.


                                [GRAPHIC OMITTED]

                                                           /S/ ERNST & YOUNG LLP

New York, New York
February 12, 1999

1

<PAGE>

TROON PARTNERS, L.P.

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

                                                               DECEMBER 31, 1998
ASSETS

Investments in securities, at market (identified cost-$136,451)       $ 217,559
Due from broker                                                             659
Dividends receivable                                                        303
Organizational costs (net of accumulated amortization of $88)               148
Other assets                                                                 40
                                                                      ---------

      TOTAL ASSETS                                                      218,709
                                                                      ---------

LIABILITIES

Loan payable                                                              2,051
Loan interest payable                                                         7
Withdrawals payable                                                      13,262
Management fee payable                                                      152
Accrued expenses                                                            265
                                                                      ---------
      TOTAL LIABILITIES                                                  15,737
                                                                      ---------
             NET ASSETS                                               $ 202,972
                                                                      =========

PARTNERS' CAPITAL - NET ASSETS

Represented by:
Capital contributions - net                                           $ 122,746
Accumulated net investment loss                                            (807)
Accumulated net realized gain on investments                                (74)
Accumulated net unrealized appreciation on investments                   81,107
                                                                      ---------
      PARTNERS' CAPITAL - NET ASSETS                                  $ 202,972
                                                                      =========


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


                                       2
<PAGE>

TROON PARTNERS, L.P.

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

                                                                  YEAR ENDED
                                                              DECEMBER 31, 1998
INVESTMENT INCOME
Dividends                                                            $ 1,827
Interest                                                                  58
                                                                     -------
                                                                       1,885
                                                                     -------
EXPENSES
      OPERATING EXPENSES:
          Management fee                                               1,514
          Professional fees                                              260
          Administration fees                                            218
          Custodian fees                                                 118
          Amortization of organizational costs                            47
          Insurance expense                                               29
          Individual General Partners' fees and expenses                  25
          Miscellaneous                                                   21
                                                                     -------
      TOTAL OPERATING EXPENSES                                         2,232
     
      Interest expense                                                   115
                                                                     -------

          TOTAL EXPENSES                                               2,347
                                                                     -------

          NET INVESTMENT LOSS                                           (462)
                                                                     -------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
      REALIZED GAIN (LOSS) ON INVESTMENTS:
          Investment securities                                        7,189
          Purchased options                                           (7,561)
          Written options                                                  9
          Short sales                                                    (76)
                                                                     -------

      NET REALIZED GAIN ON INVESTMENTS                                  (439)
                                                                     -------

      NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS            52,928
                                                                     -------

          NET REALIZED AND UNREALIZED GAIN                            52,489
                                                                     -------

      INCREASE IN PARTNERS' CAPITAL DERIVED FROM
        INVESTMENT ACTIVITIES                                        $52,027
                                                                     =======

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

                                       3

<PAGE>

TROON PARTNERS, L.P.

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

                                                                  PERIOD FROM
                                                               FEBRUARY 27, 1997
                                                               (COMMENCEMENT OF
                                         YEAR ENDED             OPERATIONS) TO
                                      DECEMBER 31, 1998        DECEMBER 31, 1997

FROM INVESTMENT ACTIVITIES

     Net investment loss                   $   (462)              $    (345)
     Net realized gain (loss) on 
       invesstrments                           (439)                    365  
     Net change in unrealized 
       appreciation on investments           52,928                  28,179
                                           --------                -------- 
       INCREASE IN PARTNERS' CAPITAL 
         DERIVED FROM INVESTMENT
         ACTIVITIES                          52,027                  28,199

PARTNERS' CAPITAL TRANSACTIONS

     Capital contributions                   64,460                  77,250
     Syndication costs                           (0)                    (50)
     Capital withdrawls - General Partner    (5,939)                     (0)
     Capital withdrawls - Limited Partners  (12,975)                     (0)
                                           --------                -------- 
       INCREASE IN PARTNERS' CAPITAL
         DERIVED FROM CAPITAL TRANSACTIONS   45,546                  77,200

       PARTNERS' CAPITAL AT BEGINNING
         OF PERIOD                          105,399                      (0)
                                           --------                -------- 
       PARTNERS' CAPITAL AT END
         OF PERIOD                         $202,972                $105,399
                                           ========                ========
     
                                       4
<PAGE>




TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998
- --------------------------------------------------------------------------------



   1.    ORGANIZATION

         Troon  Partners,  L.P.  (the  "Partnership")  was  organized  under the
         Delaware Revised Uniform Limited  Partnership Act on December 12, 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  dated December 19, 1996, as amended October 29,
         1997.  The  Partnership's  investment  objective  is to seek  long-term
         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,  bonds,  options and other fixed-income  securities of
         U.S. issuers.

         There are four  "Individual  General  Partners"  and a  "Manager."  The
         Manager is Troon  Management,  L.L.C.  which is a joint venture between
         CIBC  Oppenheimer  Corp.  (formerly  Oppenheimer & Co.,  Inc.) and Mark
         Asset Management Corporation ("MAMC"). Investment professionals at MAMC
         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.


                                       5
<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
   2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              A.  PORTFOLIO VALUATION

              Securities  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.

              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. 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.

              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

                                       6

<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
   2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              A. PORTFOLIO VALUATION (CONTINUED)

              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 such values or  exchange  rates are  determined  and the time
              that the 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.

              B.  PARTNERSHIP EXPENSES

              The expenses  incurred by the  Partnership in connection  with its
              organization,  which were $236,274,  are being amortized over a 60
              month  period  beginning  with  the  commencement  of  operations,
              February 27, 1997.

              Syndication  costs totaling  $50,000 related to the  Partnership's
              initial  offering were charged directly to the capital accounts of
              the limited partners of record as of April 30, 1997.

              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 period ended December 31, 1998,  CIBC Opco earned $16,304 in
         brokerage commissions from portfolio transactions executed on behalf of
         the Partnership.


                                       7
<PAGE>
TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
   3.    MANAGEMENT FEE, RELATED PARTYTRANSACTIONS AND OTHER (CONTINUED)

         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  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
         allocations to the Manager were $13,715,650.

         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  fees 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,
         recordkeeping, 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 $161,205,235 and $112,888,582, 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  was  $81,107,090,   consisting  of  $91,395,674  gross
         unrealized appreciation and $10,288,584 gross unrealized depreciation.

                                       8
<PAGE>
TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
   4.    SECURITIES TRANSACTIONS (CONTINUED)

         Due from broker  primarily  represents  receivables  and payables  from
         unsettled security trades.

   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  had
         outstanding  margin  borrowings  of  $2,050,934.  For  the  year  ended
         December  31 1998,  the average  daily  amount of such  borrowings  was
         $1,654,100.

   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 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.


                                       9
<PAGE>
TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
   6.    FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
         OR CONCENTRATIONS OF CREDIT RISK (CONTINUED)

         Transactions in purchased options were as follows:

                              CALL OPTIONS                  PUT OPTIONS    
                        ---------------------------    -------------------------
                           NUMBER                        NUMBER
                        OF CONTRACTS       COST        OF CONTRACTS     COST
                        ------------  -----------      ------------   -------- 
  Beginning balance          1,110    $ 1,311,665           656   $    566,887
  Options purchased         41,548     42,104,553        39,209     40,647,368
  Options closed           (40,188)   (41,205,313)      (35,686)   (37,627,814)
  Expired options             (984)      (703,448)       (3,171)    (2,664,397)
                        ----------    -----------       -------   ------------ 
  Options outstanding
  at December 31, 1998       1,486    $ 1,507,457         1,008   $    922,044
                        ==========    ===========       =======   ============

         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 written options were as follows:

                                                 CALL OPTIONS                  
                                     -------------------------------------   
                                       NUMBER OF                AMOUNT OF
                                       CONTRACTS                 PREMIUM
                                       --------                  ---------   
         Beginning balance                    0                   $      0
         Options written                    134                    123,110
         Options closed                    (134)                  (123,110)
         Expired options                     (0)                        (0)
                                       --------                   --------
         Options outstanding at
            December 31, 1998                 0                   $      0
                                       ========                   ========


                                       10
<PAGE>
TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
   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             $59,767,130
           Equity short sales                (76,330)
           Equity options                 (2,003,257)
           Equity index options           (5,207,528)
           Written options                     8,799
                                         -----------
                                         $52,488,814 
                                         ===========        


         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              $2,915,804                  $2,413,209
           Equity index options            47,292                     764,436

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

                                       11
<PAGE>
TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
   8.    SELECTED FINANCIAL RATIOS AND OTHER SUPPLEMENTAL INFORMATION

         The  following  represents  the ratios to average  net assets and other
         supplemental information for the year indicated:

                                                              FEBRUARY 27,  1997
                                                                COMMENCEMENT OF
                                           YEAR ENDED            OPERATIONS)TO
                                        DECEMBER 31, 1998      DECEMBER 31, 1997
                                        -----------------     ------------------
          Ratio of net investment 
          loss to average net assets         (0.30%)               (0.49%)*
          Ratio of operating expenses
          to average net assets               1.43%                 1.73%*
          Ratio of interest expense 
          to average net assets               0.07%                  0.07%*
          Portfolio turnover rate            72.00%                 58.73%
          Average commission rate paid     $0.0616**              $0.0566**
          Total return                      37.34%***               37.60%***
          Average debt ratio                 1.06%                   1.06%


         *    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.


   9.    SUBSEQUENT EVENT

         On January 1, 1999, the Partnership received additional Limited Partner
         capital contributions of approximately $11,405,000.

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

                                       12

<PAGE>
TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------

    10.  YEAR 2000 (UNAUDITED) (CONTINUED)

         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.

                                       13

<PAGE>

TROON PARTNERS, L.P.

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


                                                               DECEMBER 31, 1998
SHARES                                                            MARKET VALUE
        COMMON STOCKS - 105.02%
           AGRICULTURAL BIOTECH - 1.48%
 63,098       Monsanto Co.                                          $ 2,997,155
                                                                    -----------
           AIRLINES - 1.26%
  8,200       AMR Corp.                                                 486,875
 34,562       UAL Corp.                                               2,062,937
                                                                    -----------
                                                                      2,549,812
                                                                    -----------
           ATHLETIC FOOTWEAR - 0.07%
  3,460       Nike, Inc.                                                140,348
                                                                    -----------
           BEVERAGES-NON-ALCOHOLIC - 0.27%
 41,060       Coca-Cola Femsa S.A., Sponsored ADR                       544,045
                                                                    -----------
           BROADCASTING SERVICE/PROGRAMMING - 8.93%
129,609       Fox Entertainment Group, Inc., Class A*                 3,256,426
 28,896       Grupo Televisa S.A., Sponsored  GDR                       713,384
 52,484       TCI Satellite Entertainment, Inc., Class A*                75,472
276,008       Tele-Communications, Inc., Liberty Media Group,
              Series A*                                              12,713,757
 57,775       United Video Satellite Group, Inc., Class A*            1,364,934
                                                                    -----------
                                                                     18,123,973
                                                                    -----------
           BUILDING - RESIDENTIAL/COMMERCIAL - 0.84%
 67,918       Lennar Corp.                                            1,714,929
                                                                    -----------
           CABLE TV - 17.81%
143,272       Cablevision Systems Corp., Class A*                     7,181,509
106,645       Comcast Corp., Class A                                  6,125,476
153,877       Comcast Corp., Special Class A                          9,030,733
 26,870       MediaOne Group, Inc. *                                  1,262,890
226,779       Tele-Communications, Inc., TCI Group, Series A*        12,543,827
                                                                    -----------
                                                                     36,144,435
                                                                    -----------
                                                              


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


                                       14
<PAGE>

TROON PARTNERS, L.P.

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

                                                              DECEMBER 31, 1998
SHARES                                                           MARKET VALUE
        COMMON STOCKS - (CONTINUED)                              
           CASINO HOTELS - 0.98%
133,569       Mirage Resorts, Inc.*                                 $ 1,995,254
                                                                    -----------
           CATALOG AND MAIL ORDER HOUSES - 3.49%                               
213,957       USA Networks, Inc.*                                     7,087,326
                                                                    -----------
           CELLULAR TELECOMMUNICATIONS - 0.20%                               
 17,834       Sprint PCS *                                              412,411
                                                                    -----------
           COMMERCIAL SERVICES - 1.74%                                 
116,821       Cendant Corp.*                                          2,256,164
 35,254       Iron Mountain, Inc.*                                    1,271,365
                                                                    -----------
                                                                      3,527,529
                                                                    -----------
           COMMERCIAL SERVICES - FINANCE - 0.13%
 56,298       Crescent Operating, Inc.*                                 267,416
                                                                    -----------
           COMPUTER SOFTWARE - 7.16%
 88,074       Microsoft Corp.*                                       12,214,807
 64,049       SAP AG, Sponsored ADR                                   2,309,799
                                                                    -----------
                                                                     14,524,606
                                                                    -----------
           COMPUTERS - MICRO - 4.58%
127,013       Dell Computer Corp.*                                    9,295,827
                                                                    -----------
           FINANCE - CREDIT CARDS - 2.70%
 53,411       American Express Co.                                    5,474,628
                                                                   -----------
           INTERNET CONTENT - 2.79%
 55,868       At Home Corp., Series A*                                4,148,199
 11,399       Inktomi Corp. *                                         1,474,746
  2,100       Preview Travel, Inc. *                                     38,720
                                                                   ------------
                                                                      5,661,665
                                                                   ------------
                                                                  

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


                                       15

<PAGE>


TROON PARTNERS, L.P.

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

                                                               DECEMBER 31, 1998
SHARES                                                             MARKET VALUE
         COMMON STOCKS - (CONTINUED)
           INTERNET SOFTWARE - 1.63%
  3,254       Excite, Inc. *                                       $    136,873
 13,343       Yahoo!, Inc.*                                           3,161,464
                                                                   ------------
                                                                      3,298,337
                                                                   ------------
           INVESTMENT COMPANIES - 2.06%
177,775       Tele-Communications, Inc., TCI Ventures 
               Group, Series A*                                       4,188,912
                                                                   ------------
           LEISURE & RECREATION/GAMING - 0.27%
107,257       AMF Bowling, Inc.*                                        549,692
                                                                   ------------
           MULTIMEDIA - 10.56%
165,143       CBS Corp.                                               5,418,837
142,962       Cox Communications, Inc., Class A*       (a)            9,882,248
 53,042       News Corp., Ltd., Sponsored ADR                         1,402,325
 76,344       Time Warner, Inc.                                       4,738,138
                                                                   ------------
                                                                     21,441,548
                                                                   ------------
           MUSIC CLUBS - 3.17%
117,209       SFX Entertainment, Inc., Class A*                       6,431,844
                                                                   ------------
           OIL & GAS DRILLING - 0.17%
 16,837       ENSCO International, Inc.                                 179,954
  8,753       Rowan Companies, Inc.                                      86,436
  2,974       Transocean Offshore, Inc.                                  79,742
                                                                   ------------
                                                                        346,132
                                                                   ------------
           RADIO - 6.33%
 58,365       Chancellor Media Corp.*                                 2,794,224
 70,209       Clear Channel Communications, Inc.*                     3,826,391
 23,345       Group Radio Centro SA, Sponsored ADR                      125,479
 18,549       Heftel Broadcasting Corp., Class A*                       913,538
166,408       Infinity Broadcasting Corp., Class A *                  4,555,419
  9,778       Jacor Communications, Inc. *                              629,459
                                                                   ------------
                                                                     12,844,510
                                                                   ------------
                                                                  
The accompanying notes are an integral part of these financial statements.

                                       16
<PAGE>

TROON PARTNERS, L.P.

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

                                                               DECEMBER 31, 1998
SHARES                                                            MARKET VALUE
        COMMON STOCKS - (CONTINUED)
           REAL ESTATE DEVELOPMENT - 0.80%
 73,497       TrizecHahn Corp.                                       $1,506,688
 13,954       Vornado Operating, Inc. *                                 112,511
                                                                     ----------
                                                                      1,619,199
                                                                     ----------
           REAL ESTATE INVESTMENT TRUST - DIVERSIFIED - 0.02%
    559       Alexander's, Inc.*                                         43,707
                                                                     ----------
           REAL ESTATE INVESTMENT TRUST - HOTEL/RESTAURANT - 2.98%
 20,766       Crestline Capital Corp.                                   303,703
207,669       Host Marriott Corp.                                     2,868,532
126,485       Starwood Hotels & Resorts
              Worldwide, Inc.                                         2,869,691
                                                                     ----------
                                                                      6,041,926
                                                                     ----------
           REAL ESTATE INVESTMENT TRUST - OFFICE PROPERTY - 3.86%
166,143       Boston Properties, Inc.                                 5,067,362
 18,924       Cornerstone Properties, Inc.                              295,687
107,239       Crescent Real Estate Equities Co.                       2,466,497
                                                                     ----------
                                                                      7,829,546
                                                                     ----------
           REAL ESTATE INVESTMENT TRUST - SHOPPING CENTERS - 2.95%
178,684       Vornado Realty Trust                                    5,985,914
                                                                     ----------
           RETAIL - APPAREL / SHOES - 1.25%
 45,048       Gap, Inc.                                               2,528,319
                                                                     ----------
           RETAIL - DISCOUNT - 0.38%
  9,460       Wal-Mart Stores, Inc.                                     770,403
                                                                     ----------
           RETAIL - INTERNET - 6.78%
 32,504       Amazon.com, Inc.*                                      10,441,910
  6,415       eBay, Inc. *                                            1,547,619
 31,819       Ticketmaster Online-CitySearch, Inc. *                  1,781,864
                                                                     ----------
                                                                     13,771,393
                                                                     ----------
                                                                     
The accompanying notes are an integral part of these financial statements.

                                       17
<PAGE>


TROON PARTNERS, L.P.

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

                                                               DECEMBER 31, 1998
SHARES                                                            MARKET VALUE
           RETAIL - RESTAURANTS - 2.65%
70,121       McDonald's Corp.                                      $  5,386,204
                                                                   ------------
                                                                  
           SATELLITE TELECOMMUNICATIONS - 1.10%
 9,933       EchoStar Communications Corp. *                            480,509
98,439       Loral Space & Communications, Ltd.*                      1,753,494
                                                                   ------------
                                                                      2,234,003
                                                                   ------------
           TELECOMMUNICATIONS EQUIPMENT - 0.81%
48,511       General Instrument Corp.*                                1,646,366
                                                                   ------------
           TELEPHONE - LONG DISTANCE - 2.82%
 6,430       AT&T Corp.                                                 487,073
73,086       MCI WorldCom, Inc.*                                      5,243,920
                                                                   ------------
                                                                      5,730,993
                                                                   ------------
             TOTAL COMMON STOCKS (COST $132,966,631)                213,150,307
                                                                   ============

        PREFERRED STOCKS - 0.71%
           MULTIMEDIA - 0.71%
58,536       News Corp., Ltd., Sponsored ADR, Preferred               1,445,137
                                                                   ------------
                                                                 
             TOTAL PREFERRED STOCKS (COST $1,055,318)                 1,445,137
                                                                   ============
                                                                  
NUMBER OF
CONTRACTS
        CALL OPTIONS - 1.41%
           CABLE TV - 0.44%
350          Tele-Communications, Inc., TCI Group,
             01/16/99, $30.00                                           892,500
                                                                  -------------
                                                                  
        REAL ESTATE INVESTMENT TRUST - HOTEL/RESTAURANT - 0.10%
284          Starwood Hotels & Resorts Wrldwd, Inc.,
             02/20/99, $20.00                                            99,400
168          Starwood Hotels & Resorts Wrldwd, Inc.,
             05/22/99, $17.50                                           102,900
                                                                  -------------
                                                                        202,300
                                                                  -------------
                                                                     
The accompanying notes are an integral part of these financial statements.

                                       18
<PAGE>


TROON PARTNERS, L.P.

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

                                                               DECEMBER 31, 1998
NUMBER OF                                                         MARKET VALUE
CONTRACTS
        CALL OPTIONS - (CONTINUED)
           TELEPHONE - LONG DISTANCE - 0.87%
642          AT&T Corp., 1/16/99, $50.00                           $  1,701,300
 42          AT&T Corp., 1/16/99, $60.00                                 68,250
                                                                   ------------
                                                                      1,769,550
                                                                   ------------

           TOTAL CALL OPTIONS (COST $1,507,457)                       2,864,350
                                                                   ============
                                                                  
        PUT OPTIONS - 0.05%
           RETAIL - TOY STORE - 0.01%
 42          Toys "R" Us, Inc., 1/16/99, $22.50                          23,100
                                                                   ------------
                                                                  
           RETAIL - BOOKSTORE - 0.02%                            
 42          Barnes & Noble, Inc., 1/16/99, $35.00                        1,315
 42          Borders Group, Inc., 1/16/99, $25.00                         5,514
 42          Borders Group, Inc., 1/16/99, $30.00                        21,525
                                                                   ------------
                                                                         28,354
                                                                   ------------
                                                                   
        STOCK INDEX - 0.02%                                      
840          S&P 100 Index, 1/16/99, $540.00                             47,292
                                                                   ------------
           TOTAL PUT OPTIONS (COST $922,044)                             98,746
                                                                   ============
                                                                  

           TOTAL INVESTMENTS (COST $136,451,450) - 107.19%          217,558,540
                                                                   ============
                                                                  
           OTHER ASSETS, LESS LIABILITIES - (7.19%)                (14,587,025)
                                                                   ------------
                                                                   
           NET ASSETS - 100.00%                                     202,971,515
                                                                   ============
                                                                   
(a)  Partially held in a pledged account by the Custodian as collateral for 
     borrowings.
*    Non-income Producing Security.

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

                                       19


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