TROON PARTNERS LP
N-30D, 1999-08-27
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                              TROON PARTNERS, L.P.

                              FINANCIAL STATEMENTS

                            FOR THE SIX MONTHS ENDED
                                  JUNE 30, 1999
                                   (UNAUDITED)

<PAGE>

                              TROON PARTNERS, L.P.

                              FINANCIAL STATEMENTS


                            FOR THE SIX MONTHS ENDED
                                  JUNE 30, 1999

                                   (UNAUDITED)




                                    CONTENTS



Statement of Assets, Liabilities and Partners' Capital........................1
Statement of Operations.......................................................2
Statement of Changes in Partners' Capital - Net Assets........................3
Notes to Financial Statements ................................................4
Schedule of Portfolio Investments ...........................................11

<PAGE>

TROON PARTNERS, L.P.

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

                                                                  JUNE 30, 1999
                                                                   (UNAUDITED)
ASSETS

Investments in securities, at market
  (identified cost - $200,782)                                       $335,049
Dividends receivable                                                      249
Organizational costs (net of accumulated
  amortization of $112)                                                   124
Other assets                                                               36
                                                                     --------
      TOTAL ASSETS                                                    335,458
                                                                     --------
LIABILITIES

Due to broker                                                             532
Loan payable                                                            5,473
Loan interest payable                                                      17
Management fee payable                                                    243
Accrued expenses                                                          298
                                                                     --------
      TOTAL LIABILITIES                                                 6,563
                                                                     --------
           NET ASSETS                                                $328,895
                                                                     ========
PARTNERS' CAPITAL - NET ASSETS

Represented by:
Capital contributions - net                                          $168,239
Accumulated net investment loss                                        (1,727)
Accumulated net realized gain on investments                           28,116
Accumulated net unrealized appreciation on investments                134,267
                                                                     --------
      PARTNERS' CAPITAL - NET ASSETS                                 $328,895
                                                                     ========


The accompanying notes are an integral part of these financial statements.
                                       -1-

<PAGE>

TROON PARTNERS, L.P.

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

                                                                SIX MONTHS ENDED
                                                                  JUNE 30, 1999
                                                                   (UNAUDITED)
INVESTMENT INCOME
   Dividends                                                         $   768
   Interest                                                               55
                                                                     -------
                                                                         823
                                                                     -------
EXPENSES
   OPERATING EXPENSES:
      Management fee                                                   1,277
      Administration fees                                                159
      Professional fees                                                  129
      Custodian fees                                                      69
      Amortization of organizational costs                                24
      Individual General Partners' fees and expenses                      14
      Insurance expense                                                   11
      Miscellaneous                                                       10
                                                                     -------
        TOTAL OPERATING EXPENSES                                       1,693
      Interest expense                                                    50
                                                                     -------
        TOTAL EXPENSES                                                 1,743
                                                                     -------

        NET INVESTMENT LOSS                                             (920)
                                                                     -------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   REALIZED GAIN ON INVESTMENTS:
      Investment securities                                           27,981
      Purchased options                                                  209
                                                                     -------

        NET REALIZED GAIN ON INVESTMENTS                              28,190
                                                                     -------

   NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS               53,160
                                                                     -------

        NET REALIZED AND UNREALIZED GAIN                              81,350
                                                                     -------

        INCREASE IN PARTNERS' CAPITAL DERIVED
          FROM INVESTMENT ACTIVITIES                                 $80,430
                                                                     =======


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

                                       -2-

<PAGE>

TROON PARTNERS, L.P.

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

                                           SIX MONTHS ENDED        YEAR ENDED
                                             JUNE 30, 1999     DECEMBER 31, 1998
                                              (UNAUDITED)
FROM INVESTMENT ACTIVITIES

   Net investment loss                           $   (920)          $   (462)
   Net realized gain (loss)
     on investments                                28,190               (439)
   Net change in unrealized
     appreciation on investments                   53,160             52,928
                                                 --------           --------
      INCREASE IN PARTNERS' CAPITAL
        DERIVED FROM INVESTMENT
        ACTIVITIES                                 80,430             52,027
PARTNERS' CAPITAL TRANSACTIONS

   Capital contributions                           46,791             64,460
   Capital withdrawals - General Partner           (1,298)            (5,939)
   Capital withdrawals - Limited Partners               0            (12,975)
                                                 --------           --------
      INCREASE IN PARTNERS' CAPITAL
        DERIVED FROM CAPITAL TRANSACTIONS          45,493             45,546

      PARTNERS' CAPITAL AT BEGINNING
        OF PERIOD                                 202,972            105,399
                                                 --------           --------
      PARTNERS' CAPITAL AT END OF PERIOD         $328,895           $202,972
                                                 ========           ========

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

                                       -3-

<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------

     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 First
         Amended and Restated Limited Partnership Agreement dated as of February
         10, 1999. 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",  who  serve  as  the
         governing  board of the  Partnership,  and a "Manager."  The Manager is
         Troon  Management,  L.L.C.,  whose  principal  members  are CIBC  World
         Markets  Corp.   (formerly  CIBC  Oppenheimer  Corp.)  and  Mark  Asset
         Management  Corporation  ("MAMC").  Investment  professionals  at  MAMC
         manage the Partnership's  investment portfolio on behalf of the Manager
         under the supervision of CIBC World Markets Corp. ("CIBC WM").

         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  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.

                                      -4-

<PAGE>
TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
         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
         asked 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 asked
         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
         asked 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
         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  are being amortized over a 60-month period beginning with
         the commencement of operations on February 27, 1997.

                                      -5-

<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

     2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         C. INCOME TAXES

         No provision for the payment of Federal, state or local income taxes on
         the  profits  of  the  Partnership  will  be  made.  The  Partners  are
         individually  liable  for  the  income  taxes  on  their  share  of the
         Partnership's income.

     3.  MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER

         CIBC WM 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 WM 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  June 30,  1999,  CIBC WM  earned  $5,979 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  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 six months ended June 30, 1999, incentive
         allocations to the Manager were $4,219,325.

         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.  One  Individual  General
         Partner is an "interested  person" of 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 six months ended June 30, 1999,  fees  (including  meeting fees and
         the  annual  retainer)  and  expenses  paid to the  Individual  General
         Partners totaled $21,790.

         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.

                                      -6-

<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

     4.  SECURITIES TRANSACTIONS

         Aggregate  purchases  and  sales of  investment  securities,  excluding
         short-term securities, for the six months ended June 30, 1999, amounted
         to $165,289,076 and $127,823,704, respectively.

         At June 30,  1999,  the cost of  investments  for  Federal  income  tax
         purposes was substantially the same as the cost for financial reporting
         purposes. At June 30, 1999, accumulated net unrealized  appreciation on
         investments  was   $134,266,937,   consisting  of  $139,269,611   gross
         unrealized appreciation and $5,002,674 gross unrealized depreciation.

         Due to  broker  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  June  30,  1999,  the  Partnership  had
         outstanding  margin borrowings of $5,472,546.  For the six months ended
         June  30,  1999,  the  average  daily  amount  of such  borrowings  was
         $1,176,644.

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
         contracts,  options and securities sold, 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 risk  associated  with purchasing an option is that the Partnership
         pays a premium whether or not

                                      -7-
<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

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

         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.

         Transactions in purchased options were as follows:


                            CALL OPTIONS                   PUT OPTIONS
                    -----------------------------  ----------------------------
                        NUMBER                        NUMBER
                     OF CONTRACTS        COST      OF CONTRACTS        COST
                    --------------    -----------  --------------   -----------
Beginning balance            1,486    $ 1,507,457           1,008    $  922,044
Options purchased            9,272     11,630,488           7,712     8,695,375
Options closed              (9,758)   (11,986,183)         (6,872)   (8,303,152)
Expired options                  -              -          (1,698)   (1,265,692)
                    --------------    -----------  --------------   -----------
Options outstanding
  at June 30, 1999           1,000    $ 1,151,762             150    $   48,575
                    --------------    -----------  --------------   -----------


     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 SIX MONTHS ENDED
                                              JUNE 30, 1999
                                          ------------------------

Equity securities                                 $ 81,716,175
Equity options                                         461,655
Equity index options                                  (827,360)
                                                  ------------
                                                  $ 81,350,470
                                                  ------------



         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 SIX MONTH ENDED
                                   JUNE 30, 1999              JUNE 30, 1999
                                  ---------------        -----------------------
         ASSETS:
         Equity options              $1,155,000                $1,351,763
         Equity index options             3,750                    33,488

                                      -8-

<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

     7.  FINANCIAL INSTRUMENTS HELD OR ISSUED FOR TRADING PURPOSES (CONTINUED)

         Average market values  presented above are based upon month-end  market
         values during the six months ended June 30, 1999.

     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>
                                                                               FEBRUARY 27, 1997
                                    SIX MONTHS                                  (COMMENCEMENT OF
                                       ENDED            YEAR ENDED               OPERATIONS) TO
                                   JUNE 30, 1999     DECEMBER 31, 1998         DECEMBER 31, 1997
                                   -------------     -----------------         -----------------
<S>                                  <C>                  <C>                       <C>
Ratio of net investment loss to      (0.68%)*             (0.03%)                   (0.49%)*
      average net assets
Ratio of operating expenses to        1.26%*               1.43%                     1.73%*
      average net assets
Ratio of interest expense to          0.04%*               0.07%                     0.07%*
     average net assets
Portfolio turnover rate              46.80%               72.00%                    58.73%
Average commission rate paid        $0.0608**            $0.0616**                 $0.0566**
Total return                         35.36%***            37.34%***                 37.60%***
Average debt ratio                    0.43%                1.06%                     1.06%

<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  Limited
             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>

     9.  YEAR 2000

         Like  other   investment   companies   and   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."

                                      -9-

<PAGE>

TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

     9.  YEAR 2000 (CONTINUED)

         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 six months ended June 30,  1999,  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 designed to ensure
         that  third  party   non-compliance  will  not  materially  affect  the
         Partnership's operations.

                                      -10-

<PAGE>

 TROON PARTNERS, L.P.

 SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
                                                                   JUNE 30, 1999
 SHARES                                                             MARKET VALUE
          COMMON STOCKS - 101.32%
             ATHLETIC FOOTWEAR - 0.75%
  38,637        Nike, Inc., Class B                               $   2,448,620
                                                                 --------------
             BROADCASTING SERVICES/PROGRAMMING - 15.23%
 803,662        AT&T Corp. - Liberty Media Group, Class A*   (a)     29,534,579
  74,366        Clear Channel Communications, Inc.*                   5,126,643
 261,578        Fox Entertainment Group, Inc., Class A*               7,046,388
  42,014        Grupo Televisa S.A. - Sponsored  GDR*                 1,882,773
   1,668        King World Productions, Inc.*                            58,068
  17,690        TCI Music, Inc., Class A                                625,784
 158,473        TV Guide, Inc., Class A*                              5,804,074
                                                                 --------------
                                                                     50,078,309
                                                                 --------------
             BUILDING - RESIDENTIAL/COMMERCIAL - 0.53%
  72,652        Lennar Corp.                                          1,743,648
                                                                 --------------
             CABLE TV - 12.05%
 155,999        Cablevision Systems Corp., Class A*                  10,919,930
 126,055        Comcast Corp., Class A                                4,514,407
 467,438        Comcast Corp., Special Class A                       17,967,382
  83,957        MediaOne Group, Inc. *                                6,244,302
                                                                 --------------
                                                                     39,646,021
                                                                 --------------
             CASINO HOTELS - 1.46%
  96,180        Mandalay Resort Group                                 2,037,862
 290,244        Park Place Entertainment Corp.*                       2,774,442
                                                                 --------------
                                                                      4,812,304
                                                                 --------------
             CATALOG AND MAIL ORDER HOUSES - 2.96%
 242,458        USA Networks, Inc.*                                   9,728,627
                                                                 --------------

             CELLULAR TELECOMMUNICATIONS - 0.53%
  61,500        VoiceStream Wireless Corp.*                           1,748,937
                                                                 --------------

             COMPUTER DATA SECURITY - 2.28%
  87,060        VeriSign, Inc.*                                       7,508,925
                                                                 --------------

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

                                      -11-

<PAGE>

 TROON PARTNERS, L.P.

 SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
                                                                   JUNE 30, 1999
 SHARES                                                             MARKET VALUE
          COMMON STOCKS -  (CONTINUED)
             COMPUTER SOFTWARE - 3.74%
  71,774        Microsoft Corp.*                                 $    6,473,154
 157,168        Oracle Corp.*                                (a)      5,834,862
                                                                 --------------
                                                                     12,308,016
                                                                 --------------
             COMPUTERS - INTEGRATED SYSTEMS - 0.34%
  68,067        Silicon Graphics, Inc.*                               1,114,597
                                                                 --------------
             COMPUTERS - MEMORY DEVICES - 1.01%
  60,658        EMC Corp.*                                            3,336,190
                                                                 --------------
             COMPUTERS - MICRO - 1.63%
 145,222        Dell Computer Corp.*                                  5,373,214
                                                                 --------------
             DIVERSIFIED OPERATIONS - 1.26%
  82,353        Seagram  Co. Ltd.                                     4,148,532
                                                                 --------------
             DIVERSIFIED OPERATIONS/
             COMMERCIAL SERVICES - 0.11%
  52,230        Crescent Operating, Inc.*                               355,843
                                                                 --------------
             FINANCE - CREDIT CARDS - 2.22%
  56,158        American Express Co.                                  7,307,560
                                                                 --------------
             FINANCE - INVESTMENT BANKER/BROKER - 2.06%
  93,978        Goldman Sachs Group, Inc.*                            6,789,911
                                                                 --------------
             HOTELS & MOTELS - 1.74%
 187,510        Starwood Hotels & Resorts Worldwide, Inc.             5,730,868
                                                                 --------------
             INTERNET CONTENT - 4.37%
  82,326        At Home Corp., Series A*                              4,440,500
   2,112        Broadcast.com, Inc.*                                    282,085
  26,371        Inktomi Corp. *                                       3,467,786
  71,943        SportsLine USA, Inc.*                                 2,580,955
  20,854        Yahoo!, Inc.*                                         3,592,102
                                                                 --------------
                                                                     14,363,428
                                                                 --------------
             INTERNET SOFTWARE - 0.06%
   2,557        RealNetworks, Inc.*                                     176,113
                                                                 --------------

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

                                      -12-
<PAGE>

 TROON PARTNERS, L.P.

 SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
                                                                   JUNE 30, 1999
 SHARES                                                             MARKET VALUE
          COMMON STOCKS -  (CONTINUED)
             LEISURE & RECREATION/GAMING - 0.30%
 116,359        AMF Bowling, Inc.*                                $     981,837
                                                                 --------------
             MULTIMEDIA - 8.01%
 184,073        CBS Corp.*                                            8,018,772
 304,998        Cox Communications, Inc., Class A*                   11,227,892
  20,991        News Corp Ltd. - Sponsored ADR                          741,255
  87,714        Time Warner, Inc.                                     6,370,229
                                                                 --------------
                                                                     26,358,148
                                                                 --------------
             MUSIC CLUBS - 2.06%
 105,826        SFX Entertainment, Inc.*                              6,772,864
                                                                 --------------
             NETWORKING PRODUCTS - 0.60%
  30,814        Cisco Systems, Inc.*                                  1,985,593
                                                                 --------------
             RADIO - 2.25%
   9,419        CD Radio, Inc.*                                         286,987
  40,268        Grupo Radio Centro SA - Sponsored ADR                   211,407
  19,242        Hispanic Broadcasting Corp.*                          1,459,987
 183,931        Infinity Broadcasting Corp., Class A *                5,437,552
                                                                 --------------
                                                                      7,395,933
                                                                 --------------
             REAL ESTATE DEVELOPMENT - 0.81%
 124,191        TrizecHahn Corp.                                      2,530,392
  15,269        Vornado Operating, Inc. *                               122,152
                                                                 --------------
                                                                      2,652,544
                                                                 --------------
             REAL ESTATE INVESTMENT/MANAGEMENT - 0.38%
  58,883        LNR Property Corp.                                    1,258,624
                                                                 --------------
             REAL ESTATE INVESTMENT TRUST -
             HOTEL/RESTAURANT - 0.90%
 247,896        Host Marriott Corp.                                   2,943,765
                                                                 --------------
             REAL ESTATE INVESTMENT TRUST -
             OFFICE PROPERTY - 2.14%
 195,754        Boston Properties, Inc.                               7,022,675
                                                                 --------------
             REAL ESTATE INVESTMENT TRUST -
             SHOPPING CENTERS - 2.18%
 202,766        Vornado Realty Trust                                  7,160,276
                                                                 --------------


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

                                      -13-
<PAGE>

 TROON PARTNERS, L.P.

 SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
                                                                   JUNE 30, 1999
 SHARES                                                             MARKET VALUE
          COMMON STOCKS - (CONTINUED)
             RETAIL - APPAREL/SHOES - 0.98%
  63,582        The Gap, Inc.                                     $   3,202,943
             RETAIL - INTERNET - 3.68%
  53,351        Amazon.com, Inc.*                            (a)      6,675,544
  20,395        eBay, Inc. *                                          3,087,293
  77,752        Tickemaster Online -
                  CitySearch, Inc., Class B*                          2,351,998
                                                                 --------------
                                                                     12,114,835
                                                                 --------------
             RETAIL - RESTAURANTS - 1.89%
 151,347        McDonald's Corp.                                      6,224,145
                                                                 --------------
             SATELLITE TELECOMMUNICATIONS - 2.77%
  13,927        EchoStar Communications Corp., Class A*               2,136,931
 127,642        Globalstar Telecommunications Ltd.*                   2,959,763
 222,686        Loral Space & Communications Ltd.*                    4,008,348
   2,067        P.T. Pasifik Satelit Nusantara, ADR*                     16,794
                                                                 --------------
                                                                      9,121,836
                                                                 --------------
             TELECOMMUNICATIONS EQUIPMENT - 9.40%
  36,740        General Instrument Corp.*                             1,561,450
 204,618        QUALCOMM, Inc.*                                      29,362,683
                                                                 --------------
                                                                     30,924,133
                                                                 --------------
             TELECOMMUNICATIONS SERVICES - 2.94%
  84,360        NTL, Inc.*                                            7,270,820
  82,284        Time Warner Telecom, Inc., Class A*                   2,386,236
                                                                 --------------
                                                                      9,657,056
                                                                 --------------
             TELEPHONE - INTEGRATED - 5.27%
 310,208        AT&T Corp.                                           17,313,611
                                                                 --------------
             TELEVISION - 0.43%
  35,936        Pegasus Communications Corp.*                         1,417,244
                                                                 --------------
                TOTAL COMMON STOCKS (COST $198,931,512)             333,227,725
                                                                 ==============


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

                                      -14-
<PAGE>

 TROON PARTNERS, L.P.

 SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
                                                                   JUNE 30, 1999
 SHARES                                                             MARKET VALUE
          PREFERRED STOCKS - 0.20%
             MULTIMEDIA - 0.20%
  20,989        News Corp. Ltd. - Sponsored ADR Preferred         $     662,476
                                                                 --------------
                      TOTAL PREFERRED STOCK (COST $650,165)             662,476
                                                                 ==============
NUMBER OF
CONTRACTS
          CALL OPTIONS - 0.35%
             CABLE TV - 0.17%
     400        MediaOne Group, Inc., 07/17/99, $60.00                  565,000
                                                                 --------------
             COMPUTER SOFTWARE - 0.07%
     200        Oracle Corp., 07/17/99, $25.00                          240,000
                                                                 --------------
             TELECOMMUNICATIONS SERVICES - 0.11%
     400        Frontier Corp., 07/17/99, $50.00                        350,000
                                                                 --------------
                TOTAL CALL OPTIONS (COST $1,151,762)                  1,155,000
                                                                 ==============
          PUT OPTIONS - 0.00%
             STOCK INDEX - 0.00%
     150        S & P 100, 07/17/99, $600.00                              3,750
                                                                 --------------
                      TOTAL PUT OPTIONS (COST $48,575)                    3,750
                                                                 ==============

                      TOTAL INVESTMENTS
                        (COST $200,782,014) - 101.87%               335,048,951
                                                                 --------------

                      OTHER ASSETS,
                        LESS LIABILITIES - (1.87%)                   (6,153,578)
                                                                 --------------

                      NET ASSETS - 100.00%                        $ 328,895,373
                                                                 ==============

 (a) Partially held in a pledged account by the custodian as collateral for loan
     payable.
  *  Non-income producing security.

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

                                      -15-




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