WORLD MONITOR TRUST SERIES B
10-Q, 1998-11-09
ASSET-BACKED SECURITIES
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-Q
 
(Mark One)
 
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
For the quarterly period ended September 25, 1998
 
                                       OR
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
For the transition period from _______________________ to ______________________
 
Commission file number: 333-43041
 
                         WORLD MONITOR TRUST--SERIES B
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 
Delaware                                        13-3985041
- --------------------------------------------------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)
                                  
 
One New York Plaza, 13th Floor, New York, New York               10292
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)
 
Registrant's telephone number, including area code (212) 778-7866
 
                                      N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
 
   Indicate by check CK 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 _CK_  No __

<PAGE>
                         PART I. FINANCIAL INFORMATION
                          ITEM I. FINANCIAL STATEMENTS
                         WORLD MONITOR TRUST--SERIES B
                          (a Delaware Business Trust)
                       STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                      September 25,     December 31,
                                                                          1998              1997
<S>                                                                   <C>               <C>
- ----------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash                                                                   $ 8,286,562        $  1,000
Net unrealized gain on open commodity positions                            394,047          --
                                                                      -------------     ------------
Net equity                                                               8,680,609           1,000
Accrued interest receivable                                                 34,857          --
                                                                      -------------     ------------
Total assets                                                           $ 8,715,466        $  1,000
                                                                      -------------     ------------
                                                                      -------------     ------------
LIABILITIES AND TRUST CAPITAL
Liabilities
Incentive fees payable                                                 $   139,784        $ --
Commissions payable                                                         47,043          --
Management fees payable                                                     13,054          --
                                                                      -------------     ------------
Total liabilities                                                          199,881          --
                                                                      -------------     ------------
Commitments
 
Trust capital
Limited interests (77,906.634 and -0- interests outstanding)             8,407,665          --
General interests (1,000 and 10 interests outstanding)                     107,920           1,000
                                                                      -------------     ------------
Total trust capital                                                      8,515,585           1,000
                                                                      -------------     ------------
Total liabilities and trust capital                                    $ 8,715,466        $  1,000
                                                                      -------------     ------------
                                                                      -------------     ------------
 
Net asset value per limited and general interests ('Interests')        $    107.92        $ 100.00
                                                                      -------------     ------------
                                                                      -------------     ------------
- ----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       2
<PAGE>
                         WORLD MONITOR TRUST--SERIES B
                          (a Delaware Business Trust)
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              For the period
                                                                   from
                                                               June 10, 1998
                                                             (commencement of      For the period from
                                                                operations)           June 27, 1998
                                                                  through                through
                                                               September 25,          September 25,
                                                                   1998                   1998
<S>                                                          <C>                   <C>
- ------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions                     $   515,257            $   618,032
Change in net unrealized gain on open commodity positions           394,047                342,808
Interest income                                                     121,836                106,875
                                                             -----------------     -------------------
                                                                  1,031,140              1,067,715
                                                             -----------------     -------------------
 
EXPENSES
Commissions                                                         167,203                146,152
Management fees                                                      43,256                 37,824
Incentive fees                                                      139,784                139,784
                                                             -----------------     -------------------
                                                                    350,243                323,760
                                                             -----------------     -------------------
Net income                                                      $   680,897            $   743,955
                                                             -----------------     -------------------
                                                             -----------------     -------------------
ALLOCATION OF NET INCOME
Limited interests                                               $   672,526            $   734,647
                                                             -----------------     -------------------
                                                             -----------------     -------------------
General interests                                               $     8,371            $     9,308
                                                             -----------------     -------------------
                                                             -----------------     -------------------
NET INCOME PER WEIGHTED AVERAGE LIMITED AND GENERAL
  INTEREST
Net income per weighted average limited and general
  interest                                                      $      9.46            $     10.04
                                                             -----------------     -------------------
                                                             -----------------     -------------------
Weighted average number of limited and general interests
  outstanding                                                        71,963                 74,088
                                                             -----------------     -------------------
                                                             -----------------     -------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
                     STATEMENT OF CHANGES IN TRUST CAPITAL
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                               LIMITED        GENERAL
                                               INTERESTS      INTERESTS      INTERESTS       TOTAL
<S>                                           <C>             <C>            <C>           <C>
- -----------------------------------------------------------------------------------------------------
Trust capital--December 31, 1997                   10.000     $   --         $  1,000      $    1,000
Contributions                                  80,449.108      7,899,484       98,549       7,998,033
Net income                                        --             672,526        8,371         680,897
Redemptions                                    (1,552.474)      (164,345)       --           (164,345)
                                              -----------     ----------     ---------     ----------
Trust capital--September 25, 1998              78,906.634     $8,407,665     $107,920      $8,515,585
                                              -----------     ----------     ---------     ----------
                                              -----------     ----------     ---------     ----------
- -----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       3
<PAGE>
                         WORLD MONITOR TRUST--SERIES B
                          (a Delaware Business Trust)
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 25, 1998
                                  (Unaudited)
 
A. General
 
The Trust, Trustee, Managing Owner and Affiliates
 
   World Monitor Trust (the 'Trust') is a business trust organized under the
laws of Delaware on December 17, 1997. The Trust commenced trading operations on
June 10, 1998 and will terminate on December 31, 2047 unless terminated sooner
as provided in the Second Amended and Restated Declaration of Trust and Trust
Agreement. The Trust was formed to engage in the speculative trading of a
diversified portfolio of futures, forward and options contracts and may, from
time to time, engage in cash and spot transactions. The trustee of the Trust is
Wilmington Trust Company. The managing owner is Prudential Securities Futures
Management Inc. (the 'Managing Owner'), a wholly owned subsidiary of Prudential
Securities Incorporated ('PSI') which, in turn, is a wholly owned subsidiary of
Prudential Securities Group Inc. PSI is the selling agent for the Trust as well
as the commodity broker ('Commodity Broker') of the Trust.
 
The Offering
 
   Beneficial interests in the Trust ('Interests') are being offered pursuant to
Rule 415 of Regulation C under the Securities Act of 1933 in three separate and
distinct series ('Series'): Series A, B and C. The assets of each Series are
segregated from the other Series, separately valued and independently managed.
 
   Up to $100,000,000 of Interests ('Subscription Maximum'), $34,000,000 for
Series A and $33,000,000 each for Series B and C, are being offered to investors
who meet certain established suitability standards, with a minimum initial
subscription of $5,000 per subscriber or, for any investment made on behalf of
an individual retirement account, the minimum initial subscription is $2,000. A
subscriber may purchase Interests in any one or a combination of Series although
the minimum purchase for any single Series is $1,000. On June 10, 1998, Series B
completed its initial offering with gross proceeds of $5,709,093 from the sale
of 56,330.929 limited interests and 760 general interests.
 
   Thereafter, or until the Subscription Maximum for each Series is sold, each
Series' Interests will continue to be offered on a weekly basis at the net asset
value per Interest ('Continuous Offering Period'). Additional purchases may be
made in $100 increments.
 
   The Managing Owner is required to maintain at least a one percent interest in
the capital, profits and losses of each Series so long as it is acting as the
Managing Owner, and it will make such contributions (and in return will receive
such general interests) as are necessary to effect this requirement.
 
The Trading Advisor
 
   Each Series has its own professional commodity trading advisor that makes
that Series' trading decisions. The Managing Owner, on behalf of the Trust,
entered into an advisory agreement with Eclipse Capital Management, Inc.
('Trading Advisor') to make the trading decisions for Series B. The advisory
agreement may be terminated at the discretion of the Managing Owner. The
Managing Owner has allocated one hundred percent of the proceeds from the
initial and continuous offering of Series B to the Trading Advisor and it is
currently contemplated that the Trading Advisor will continue to be allocated
one hundred percent of additional capital raised for Series B during the
Continuous Offering Period.
 
Exchanges, Redemptions and Termination
 
   Interests owned in one Series may be exchanged, without any charge, for
Interests of one or more other Series on a weekly basis for as long as Interests
in those Series are being offered to the public. Exchanges are made at the
applicable Series' then current net asset value per Interest as of the close of
business on the Friday immediately preceding the week in which the exchange
request is effected. The exchange of Interests is treated as a redemption of
Interests in one Series (with the related tax consequences) and the simultaneous
purchase of Interests in the Series exchanged into.
 
   Redemptions are permitted on a weekly basis. Interests redeemed on or before
the end of the first and second successive six-month periods after their
effective dates are subject to a redemption fee of four
 
                                       4
<PAGE>
percent and three percent, respectively, of the net asset value at which they
are redeemed. Redemption fees are paid to the Managing Owner.
 
   In the event that the estimated net asset value per Interest of a Series at
the end of any business day, after adjustments for distributions, declines by
fifty percent or more since the commencement of trading activities or the first
day of a fiscal year, the Series will terminate.
 
Interim Financial Statements
 
   These financial statements have been prepared without audit. In the opinion
of management, the financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the financial
position of Series B as of September 25, 1998 and the results of its operations
for the periods from June 10, 1998 (commencement of operations) through
September 25, 1998 (the 'Cumulative Period') and June 27, 1998 through September
25, 1998 (the 'Third Quarter'). However, the operating results for the interim
periods may not be indicative of the results expected for a full year.
 
B. Summary of Significant Accounting Policies
 
Basis of accounting
 
   The books and records of Series B are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles.
 
Accounting Periods
 
   Series B's fiscal year is January 1 through December 31. However, the first
three quarterly periods each end on the last Friday of the respective quarterly
period in conjunction with Series B's policy of allowing subscriptions,
redemptions and exchanges and of calculating Series B's fees and expenses on a
weekly basis as of Friday of each week.
 
Income taxes
 
   Series B is not required to provide for, or pay, any federal or state income
taxes. Income tax attributes that arise from its operations are passed directly
to the individual owners including the Managing Owner. Series B may be subject
to other state and local taxes in jurisdictions in which it operates.
 
Profit and loss allocations and distributions
 
   Series B allocates profits and losses for both financial and tax reporting
purposes to its owners weekly on a pro rata basis based on each owner's
Interests outstanding during the week. Distributions may be made at the sole
discretion of the Managing Owner on a pro rata basis in accordance with the
respective capital balances of the owners; however, the Managing Owner does not
presently intend to make any distributions.
 
C. Fees
 
Organizational, offering, general and administrative costs
 
   PSI or its affiliates pay the costs of organizing Series B and offering its
Interests as well as administrative costs incurred by the Managing Owner or its
affiliates for services it performs for Series B. These costs include, but are
not limited to, those discussed in Note D below. Routine legal, audit, postage
and other routine third party administrative costs also are paid by PSI or its
affiliates.
 
Management and incentive fees
 
   Series B pays its Trading Advisor a management fee at an annual rate of two
percent of Series B's net asset value allocated to its management. The
management fee is determined weekly and the sum of such weekly amounts is paid
monthly. Series B also pays its Trading Advisor a quarterly incentive fee equal
to twenty percent of such Trading Advisor's 'New High Net Trading Profits' (as
defined in the advisory agreement). The incentive fee also accrues weekly.
 
Commissions
 
   The Managing Owner and the Trust entered into a brokerage agreement (the
'Brokerage Agreement') with PSI to act as Commodity Broker for each Series
whereby Series B pays a fixed fee for brokerage services rendered at an annual
rate of 7.75% of Series B's net asset value. The fee is determined weekly and
the sum of such weekly amounts is paid monthly. From this fee, PSI pays
execution costs (i.e., floor
                                       5
<PAGE>
brokerage expenses, give-up charges and NFA, clearing and exchange fees), as
well as compensation to employees who sell Interests.
 
D. Related Parties
 
   The Managing Owner or its affiliates perform services for Series B which
include but are not limited to: brokerage services, accounting and financial
management, investor communications, printing and other administrative services.
As further described in Note C, PSI or its affiliates pay the costs of these
services in addition to costs of organizing the Trust and offering its Interests
as well as the routine operational, administrative, legal and auditing fees.
 
   All of the proceeds of the offering of Series B are received in the name of
Series B and deposited and maintained in cash in segregated trading accounts
maintained for Series B at PSI. Except for that portion of Series B's assets
that is deposited as margin to maintain forward currency contract positions as
further discussed below, its assets are maintained either on deposit with PSI
or, for margin purposes, with the various exchanges on which Series B is
permitted to trade. PSI credits Series B monthly with one hundred percent of the
interest earned on the average net assets on deposit at PSI.
 
   Series B, acting through its Trading Advisor, may execute over-the-counter,
spot, forward and/or option foreign exchange transactions with PSI. PSI then
engages in back-to-back trading with an affiliate, Prudential-Bache Global
Markets Inc. ('PBGM'). PBGM attempts to earn a profit on such transactions. PBGM
keeps its prices on foreign currency competitive with other interbank currency
trading desks. All over-the-counter currency transactions are conducted between
PSI and each Series pursuant to a line of credit. PSI may require that
collateral be posted against the marked-to-market position of Series B.
 
   As of September 25, 1998, a non-U.S. affiliate of the Managing Owner owns
101.245 limited interests of Series B.
 
E. Credit and Market Risk
 
   Since Series B's business is to trade futures, forward (including foreign
exchange transactions) and options contracts, its capital is at risk due to
changes in the value of these contracts (market risk) or the inability of
counterparties to perform under the terms of the contracts (credit risk).
 
   Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level of volatility of interest rates, foreign
currency exchange rates or the market values of the contracts (or commodities
underlying the contracts) frequently result in changes in unrealized gain (loss)
on open commodity positions reflected in the statements of financial condition.
Series B's exposure to market risk is influenced by a number of factors
including the relationships among the contracts held by Series B as well as the
liquidity of the markets in which the contracts are traded.
 
   Futures and options contracts are traded on organized exchanges and are thus
distinguished from forward contracts which are entered into privately by the
parties. The credit risks associated with futures and options contracts are
typically perceived to be less than those associated with forward contracts
because exchanges typically provide clearinghouse arrangements in which the
collective credit (subject to certain limitations) of the members of the
exchanges is pledged to support the financial integrity of the exchange. On the
other hand, Series B must rely solely on the credit of its broker (PSI) with
respect to forward transactions. Series B presents unrealized gains and losses
on open forward positions, if any, as a net amount in the statements of
financial condition because it has a master netting agreement with PSI.
 
   The Managing Owner attempts to minimize both credit and market risks by
requiring the Trading Advisor to abide by various trading limitations and
policies. The Managing Owner monitors compliance with these trading limitations
and policies which include, but are not limited to, executing and clearing all
trades with creditworthy counterparties (currently, PSI is the sole counterparty
or broker); limiting the amount of margin or premium required for any one
commodity or all commodities combined; and generally limiting transactions to
contracts which are traded in sufficient volume to permit the taking and
liquidating of positions. The Managing Owner may impose additional restrictions
(through modifications of such trading limitations and policies) upon the
trading activities of the Trading Advisor as it, in good faith, deems to be in
the best interests of Series B.
 
   PSI, when acting as the futures commission merchant in accepting orders for
the purchase or sale of domestic futures and options contracts, is required by
Commodity Futures Trading Commission ('CFTC')
 
                                       6
<PAGE>
regulations to separately account for and segregate as belonging to Series B all
assets of Series B relating to domestic futures and options trading and is not
to commingle such assets with other assets of PSI. At September 25, 1998, such
segregated assets totalled $7,343,541. Part 30.7 of the CFTC regulations also
requires PSI to secure assets of Series B related to foreign futures and options
trading which totalled $1,337,068 at September 25, 1998. There are no
segregation requirements for assets related to forward trading.
 
   As of September 25, 1998, all open futures contracts mature within six
months.
 
   As of September 25, 1998, gross contract amounts of open futures contracts
for Series B are:
 
Financial Futures Contracts:
  Commitments to purchase             $86,221,778
  Commitments to sell                     508,625
Currency Futures Contracts:
  Commitments to purchase               7,122,361
  Commitments to sell                   2,458,597
Other Futures Contracts:
  Commitments to purchase               2,330,217
  Commitments to sell                     903,446
 
   The gross contract amounts represent Series B's potential involvement in a
particular class of financial instrument (if it were to take or make delivery on
an underlying futures contract). The gross contract amounts significantly exceed
the future cash requirements as Series B intends to close out open positions
prior to settlement and thus is generally subject only to the risk of loss
arising from the change in the value of the contracts. As such, Series B
considers the 'fair value' of its futures contracts to be the net unrealized
gain or loss on the contracts. Thus, the amount at risk associated with
counterparty nonperformance of all contracts is the net unrealized gain included
in the statements of financial condition. The market risk associated with Series
B's commitments to purchase commodities is limited to the gross contract amounts
involved, while the market risk associated with its commitments to sell is
unlimited since its potential involvement is to make delivery of an underlying
commodity at the contract price; therefore, it must repurchase the contract at
prevailing market prices.
 
   The following table presents the fair value of futures contracts at September
25, 1998.
 
<TABLE>
<CAPTION>
                              Assets       Liabilities
                             --------      -----------
<S>                          <C>           <C>
Domestic exchanges
  Financial                  $251,925       $  --
  Currencies                   88,342          (39,174)
  Other                        21,150          (15,640)
Foreign exchanges
  Financial                   209,219          --
  Other                         6,596         (128,371)
                             --------      -----------
                             $577,232       $ (183,185)
                             --------      -----------
                             --------      -----------
</TABLE>
 
   The following table presents the average fair value of futures contracts for
the Cumulative Period and the Third Quarter, respectively.
 
<TABLE>
<CAPTION>
                                                       Cumulative Period              Third Quarter
                                                    ------------------------     ------------------------
                                                     Assets      Liabilities      Assets      Liabilities
                                                    --------     -----------     --------     -----------
<S>                                                 <C>          <C>             <C>          <C>
Domestic exchanges
  Financial                                         $ 95,570      $   (1,050)    $ 89,972      $     (985)
  Currencies                                          70,359         (18,086)      69,980         (16,109)
  Other                                               52,638          (9,605)      47,620          (8,540)
Foreign exchanges
  Financial                                          195,288         (11,046)     186,949         (12,226)
  Other                                                4,361        (101,819)       4,035         (95,340)
                                                    --------     -----------     --------     -----------
                                                    $418,216      $ (141,606)    $398,556      $ (133,200)
                                                    --------     -----------     --------     -----------
                                                    --------     -----------     --------     -----------
</TABLE>
                                       7
<PAGE>
   The following table presents the trading revenues of futures contracts for
the Cumulative Period and the Third Quarter, respectively.
 
<TABLE>
<CAPTION>
                                                  Cumulative          Third
                                                    Period           Quarter
                                                  -----------       ---------
                      <S>                         <C>               <C>
                      Domestic exchanges
                        Financial                  $ 514,225        $ 521,338
                        Currencies                   255,159          207,640
                        Other                       (113,099)         (65,849)
                      Foreign exchanges
                        Financial                    419,956          463,142
                        Other                       (166,937)        (165,431)
                                                  -----------       ---------
                                                   $ 909,304        $ 960,840
                                                  -----------       ---------
                                                  -----------       ---------
</TABLE>
                                       8
<PAGE>
                         WORLD MONITOR TRUST--SERIES B
                          (a Delaware Business Trust)
           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
 
Liquidity and Capital Resources
 
   Series B commenced operations on June 10, 1998 with gross proceeds of
$5,709,093 allocated to commodities trading. Additional contributions raised
through the continuous offering for the period June 10, 1998 (the commencement
of operations) through September 25, 1998 resulted in additional gross proceeds
to Series B of $2,289,940. Additional Interests of Series B will continue to be
offered on a weekly basis at the net asset value per Interest until the
Subscription Maximum of $33,000,000 is sold.
 
   At September 25, 1998, 100% of Series B's net assets were allocated to
commodity trading. A significant portion of the net assets was held in cash
which is used as margin for Series B's trading in commodities. Inasmuch as the
sole business of Series B is to trade in commodities, Series B continues to own
such liquid assets to be used as margin. PSI credits Series B monthly with 100%
of the interest it earns on the average net assets in Series B's accounts.
 
   The commodities contracts are subject to periods of illiquidity because of
market conditions, regulatory considerations and other reasons. For example,
commodity exchanges limit fluctuations in certain commodity futures contract
prices during a single day by regulations referred to as 'daily limits.' During
a single day, no trades may be executed at prices beyond the daily limit. Once
the price of a futures contract for a particular commodity has increased or
decreased by an amount equal to the daily limit, positions in the commodity can
neither be taken nor liquidated unless traders are willing to effect trades at
or within the limit. Commodity futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such market
conditions could prevent Series B from promptly liquidating its commodity
futures positions.
 
   Since Series B's business is to trade futures, forward and options contracts,
its capital is at risk due to changes in the value of these contracts (market
risk) or the inability of counterparties to perform under the terms of the
contract (credit risk). The Managing Owner attempts to minimize these risks by
requiring Series B's trading advisor to abide by various trading limitations and
policies. See Note E to the financial statements for a further discussion on the
credit and market risks associated with Series B's futures, forward and options
contracts.
 
   Redemptions of limited interests during the Cumulative Period and the Third
Quarter were $164,345. Future redemptions and contributions will impact the
amount of funds available for investment in commodity contracts in subsequent
periods.
 
   Series B does not have, nor does it expect to have, any capital assets.
 
Year 2000 Risk
 
   Investment funds, like financial and business organizations and individuals
around the world, depend on the smooth functioning of computer systems. The year
2000, however, holds the potential for a significant disruption in the operation
of these systems. Many computer systems in use today cannot distinguish the year
2000 from the year 1900 because of the way in which dates are encoded. This is
commonly known as the 'Year 2000 Problem.' Series B could be adversely affected
if computer systems used by it or any third party with whom it has a material
relationship do not properly perform date comparisons and calculations
concerning dates on or after January 1, 2000, which in turn could have a
negative impact on the handling or determination of trades and prices and the
services provided to Series B.
 
   Series B has engaged third parties to perform primarily all of the services
it needs. Accordingly, Series B's Year 2000 Problems, if any, are not its own
but those that center on the ability of the Trustee, Managing Owner, Prudential
Securities Incorporated, its Trading Advisor and any other third party with whom
Series B has a material relationship (individually, a 'Service Provider,' and
collectively, the 'Service Providers') to address and correct problems that may
cause their systems not to function as intended as a result of the Year 2000
Problem.
 
   Series B has received assurances from its Managing Owner, Prudential
Securities Incorporated and its Trading Advisor that they anticipate being able
to continue their operations without any material adverse impact from the Year
2000 Problem. Although other Service Providers, such as Series B's Trustee, have
not made similar representations to Series B, Series B has no reason to believe
that these Service Providers will
 
                                       9
<PAGE>
not take steps necessary to avoid any material adverse impact on Series B,
though there can be no assurance that this will be the case. The costs or
consequences of incomplete or untimely resolution of the Year 2000 Problem by
the Service Providers, or by governments, exchanges, clearing houses,
regulators, banks and other third parties, are unknown to Series B at this time,
but could have a material adverse impact on the operations of Series B. The
Managing Owner will promptly notify Series B's limited owners in the event it
determines that the Year 2000 Problem will have a material adverse impact on
Series B's operations.
 
   Series B has considered various alternatives as a contingency plan. If the
Year 2000 Problems are systemic, for example, the federal government, the
banking system, exchanges or utilities are affected materially, there may be no
adequate contingency plan for Series B to follow other than to suspend
operations. If the Year 2000 Problems are related to one or more of the other
Service Providers selected by Series B, Series B believes that each such Service
Provider is prepared to address any Year 2000 Problems which arise that could
have a material adverse impact on Series B's operations.
 
Results of Operations
 
   Series B commenced trading operations on June 10, 1998, and as such, no
comparative information is available for 1997.
 
   The net asset value per Interest as of September 25, 1998 was $107.92, an
increase of 7.92% from the June 10, 1998 initial net asset value per Interest of
$100.00. Additionally, the net asset value per Interest increased 9.26% during
the Third Quarter.
 
   Trading for the Third Quarter was profitable for Series B. Gains were
achieved in the financial, currency and index sectors. The metal and energy
sectors incurred losses. July trading resulted in losses due, in part, to
relatively low market volatility, providing little opportunity to trade
profitably. During the month, U.S. bond prices moved slightly lower given the
general weakness of the U.S. dollar. This hurt long U.S. bond positions.
European bonds, however, gained by this move benefiting Series B's long
positions. August performance was spectacular with profits across all sectors
traded. Escalation of Russia's financial woes and Asia's bleak economic outlook
resulted in a global reassessment of growth prospects and a flight to quality.
Around the world, stock markets fell sharply while bond markets soared,
profiting Series B's long bond positions. In the index sector, Series B
capitalized on short Nikkei positions. In September, gains were experienced
primarily in the financial and currency sectors. The flight to quality initiated
in August spilled into September continuing to benefit Series B's long European,
Japanese and U.S. bond positions, with Eurodollars and U.S. bonds posting the
largest gains. Currency sector positions in the German deutsche mark, Swiss
franc and Canadian dollar were profitable as the value of the U.S. dollar fell.
Exposure to copper and aluminum in the metal sector was unprofitable as were
short positions in natural gas in the energy sector.
 
   Interest income is earned on the average net assets held at PSI and,
therefore, varies monthly according to interest rates, trading performance,
contributions and redemptions. Interest income was approximately $122,000 and
$107,000 for the Cumulative Period and the Third Quarter, respectively.
 
   Commissions are calculated on Series B's net asset value at the end of each
week and therefore, vary according to weekly trading performance, contributions
and redemptions. Commissions were approximately $167,000 and $146,000 for the
Cumulative Period and the Third Quarter, respectively.
 
   All trading decisions for Series B are made by Eclipse Capital Management,
Inc. (the 'Trading Advisor'). Management fees are calculated on Series B's net
asset value at the end of each week and therefore, are affected by weekly
trading performance, contributions and redemptions. Management fees were
approximately $43,000 and $38,000 for the Cumulative Period and the Third
Quarter, respectively.
 
   Incentive fees are based on the New High Net Trading Profits generated by the
Trading Advisor, as defined in the Advisory Agreement among the Trust, the
Managing Owner and the Trading Advisor. Incentive fees for both the Cumulative
Period and Third Quarter were approximately $140,000.
 
                                       10
<PAGE>
                           PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings--There are no material legal proceedings pending by or
        against the Registrant or the Managing Owner.
 
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. Exhibits and Reports on Form 8-K:
       (a) Exhibits--
 
          3.1
         and
          4.1-- Second Amended and Restated Declaration of Trust and Trust
                Agreements of World Monitor Trust dated as of March 17, 1998
                (incorporated by reference to Exhibits 3.1 and 4.1 to Series B's
                Registration Statement on Form S-1, File No. 333-43041 dated as
                of March 23, 1998)
 
          4.2-- Form of Request for Redemption (incorporated by reference
                to Exhibit 4.2 to Series B's Registration Statement on Form
                S-1, File No. 333-43041 dated as of March 23, 1998)
 
          4.3-- Form of Exchange Request (incorporated by reference
                to Exhibit 4.3 to Series B's Registration Statement
                on Form S-1, File No. 333-43041 dated as of March 23,
                1998)
 
          4.4-- Form of Subscription Agreement (incorporated
                by reference to Exhibit 4.4 to Series B's
                Registration Statement on Form S-1, File No.
                333-43041 dated as of March 23, 1998)
 
          27.1--Financial Data Schedule (filed herewith)
 
        (b) Reports on Form 8-K--None
 
                                       11
<PAGE>
                                   SIGNATURES
 
   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
WORLD MONITOR TRUST--SERIES B
 
By: Prudential Securities Futures Management Inc.
    A Delaware corporation, Managing Owner
 
     By: /s/ Steven Carlino                       Date: November 9, 1998
     ----------------------------------------
     Steven Carlino
     Vice President
     Chief Accounting Officer for the Registrant
 
                                       12

<TABLE> <S> <C>

<PAGE>
<ARTICLE>           5
<LEGEND>
                    The Schedule contains summary financial 
                    information extracted from the financial
                    statements for World Monitor Trust--Series B
                    and is qualified in its entirety by reference
                    to such financial statements
</LEGEND>

<RESTATED>          
<CIK>               1051823
<NAME>              World Monitor Trust--Series B
<MULTIPLIER>        1

<FISCAL-YEAR-END>               Dec-31-1998

<PERIOD-START>                  Jun-10-1998

<PERIOD-END>                    Sep-25-1998

<PERIOD-TYPE>                   3-Mos

<CASH>                          8,286,562

<SECURITIES>                    394,047

<RECEIVABLES>                   34,857

<ALLOWANCES>                    0

<INVENTORY>                     0

<CURRENT-ASSETS>                8,715,466

<PP&E>                          0

<DEPRECIATION>                  0

<TOTAL-ASSETS>                  8,715,466

<CURRENT-LIABILITIES>           199,881

<BONDS>                         0

           0

                     0

<COMMON>                        0

<OTHER-SE>                      8,515,585

<TOTAL-LIABILITY-AND-EQUITY>    8,715,466

<SALES>                         0

<TOTAL-REVENUES>                1,031,140

<CGS>                           0

<TOTAL-COSTS>                   0

<OTHER-EXPENSES>                350,243

<LOSS-PROVISION>                0

<INTEREST-EXPENSE>              0

<INCOME-PRETAX>                 0

<INCOME-TAX>                    0

<INCOME-CONTINUING>             0

<DISCONTINUED>                  0

<EXTRAORDINARY>                 0

<CHANGES>                       0

<NET-INCOME>                    680,897

<EPS-PRIMARY>                   9.46

<EPS-DILUTED>                   0

</TABLE>


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