FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1997
Commission File Number 333-24923
SMITH BARNEY WESTPORT FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
New York 13-3939393
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Smith Barney Futures Management Inc.
390 Greenwich St. - 1st Fl.
New York, New York 10013
(Address and Zip Code of principal executive offices)
(212) 723-5424
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
<PAGE>
PART 1
ITEM 1. - FINANCIAL STATEMENTS
SMITH BARNEY WESTPORT FUTURES FUND L.P.
Statement of Financial Condition
June 30, 1997
ASSETS
Cash .............................................. $2,000
------
Total assets ................................. $2,000
======
PARTNERS' CAPITAL
Partners' Capital ................................. $2,000
------
Total partners' capital ..................... $2,000
======
See Notes to Financial Statements
2
<PAGE>
NOTES TO STATEMENT OF FINANCIAL CONDITION
General
Smith Barney Westport Futures Fund L.P. (the "Partnership") was formed
under the laws of the State of New York on March 21, 1997 and has not yet
commenced operations. Smith Barney Futures Management Inc. (the "General
Partner") has agreed to make capital contributions so that its General
Partnership interest will be the greater of (i) 1% of the partners'
contributions to the Partnership or (ii) $25,000. The Limited Partnership
Agreement, included in the Partnership's registration statement on Form S-1
(file number 333-24923) (the "Registration Statement"), provides that 20,000
units of limited partnership interest ("Units") must be sold at $1,000 per Unit
prior to commencement of trading activities. Further, 20,000 Units must be
subscribed for within 90 days after the date of commencement of the public
offering of the Units (May 30, 1997), subject to an extension of up to an
additional 60 days by the General Partner. All subscriptions plus interest
earned thereon are to be refunded should less than 20,000 Units be sold during
the subscription period or extension thereof. The minimum subscription is $5,000
except that subscriptions for employee benefit plans can be made for a minimum
of $2,000. The minimum investment for subscribers who are already limited
partners will be $1,000 (except in Maine, where the minimum additional
subscription will be $5,000).
Smith Barney Inc. ("SB") will act as the commodity broker for the
Partnership. The General Partner of the Partnership is a wholly-owned subsidiary
of Smith Barney Holdings, Inc., which is the sole owner of SB. All trading
decisions will be made for the Partnership by John W. Henry & Company, Inc. (the
"Advisor"), upon commencement of operations. The Advisor is not affiliated with
the General Partner or SB.
SB will bear all of the Partnership's organizational and offering expenses
incurred in connection with the issuance and distribution during the Initial
Offering Period of the securities being registered. Interest payments to the
Partnership will be used to reimburse SB for the offering and organizational
expenses of the Initial Offering Period (estimated at $710,000), plus interest
quoted by The Chase Manhattan Bank.
The accompanying financial statement is unaudited but, in the opinion of
management, includes all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the Partnership's financial
condition at June 30, 1997. This financial statement presents the results of an
interim period and does not include all disclosures normally provided in annual
financial statements; it should be read in conjunction with the financial
statement included in the Registration Statement.
3
<PAGE>
Subsequent Event
The Partnership commenced trading operations on August 1, 1997 with total
proceeds of $40,441,000 which includes the General Partner contribution of
$405,000.
4
<PAGE>
PART I
Item 2. Management's Discussion and Analysis of Financial
Condition.
The Registration Statement covering 120,000 Units of Limited Partnership
Interest became effective on May 30, 1997, thus necessitating this filing under
Section 15(d) of the Securities Exchange Act of 1934, as amended.
As of June 30, 1997, the Partnership has accepted $6,356,000 of Limited
Partner subscriptions and $2,000 of General Partner contributions. Subscription
amounts are held in escrow until the termination of the Initial Offering Period.
This Form 10-Q constitutes the registrant's quarterly report filing under
Section 15(d) of the Securities Exchange Act of 1934, as amended. The prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 and dated May 30,
1997 is hereby incorporated by reference. Since the registrant lacks any
information required to be reported on Form 10-Q for the quarter ended June 30,
1997 this, "10-Q" is hereby submitted in reliance upon past advice of the Office
of the Chief Counsel, Division of Corporate Finance.
5
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders -
None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K - None
6
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SMITH BARNEY WESTPORT FUTURES FUND L.P.
By: Smith Barney Futures Management Inc.
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 8/13/97
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: Smith Barney Futures Management Inc.
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 8/13/97
By /s/ Daniel A. Dantuono
Daniel A. Dantuono
Chief Financial Officer and
Director
Date: 8/13/97
7
<PAGE>
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