WORLD MONITOR TRUST SERIES B, 10-K, 2000-03-30

WORLD MONITOR TRUST SERIES B
10-K, 2000-03-30
INVESTORS, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 1999

/ / 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: 0-25787

WORLD MONITOR TRUST--SERIES B
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 13-3985041
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(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
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 778-7866

Securities registered pursuant to Section 12(b) of the Act:
None
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Securities registered pursuant to Section 12(g) of the Act:
Limited Interests
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(Title of class)

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 CK No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [CK]

DOCUMENTS INCORPORATED BY REFERENCE

Second Amended and Restated Declaration of Trust and Trust Agreement of the
Registrant dated as of March 17, 1998, included as part of the Registration
Statement on Form S-1 (File No. 333-43041) filed with the Securities and
Exchange Commission on March 23, 1998, pursuant to Rule 424(b) of the Securities
Act of 1933, is incorporated by reference into Part IV of this Annual Report on
Form 10-K

Registrant's Annual Report to Interest holders for the year ended December
31, 1999 is incorporated by reference into Parts II and IV of this Annual Report
on Form 10-K

Index to exhibits can be found on pages 11 and 12.

<PAGE>
WORLD MONITOR TRUST--SERIES B
(a Delaware Business Trust)

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I PAGE
<S> <C> <C>
Item 1 Business......................................................................... 3
Item 2 Properties....................................................................... 4
Item 3 Legal Proceedings................................................................ 4
Item 4 Submission of Matters to a Vote of Interest Holders.............................. 4

<CAPTION>
PART II
<S> <C> <C>
Item 5 Market for the Registrant's Interests and Related Interest Holder Matters........ 4
Item 6 Selected Financial Data.......................................................... 5
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 5
Item 7A Quantitative and Qualitative Disclosures About Market Risk....................... 5
Item 8 Financial Statements and Supplementary Data...................................... 8
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................... 8

<CAPTION>
PART III
<S> <C> <C>
Item 10 Directors and Executive Officers of the Registrant............................... 8
Item 11 Executive Compensation........................................................... 10
Item 12 Security Ownership of Certain Beneficial Owners and Management................... 10
Item 13 Certain Relationships and Related Transactions................................... 10

<CAPTION>
PART IV
<S> <C> <C>
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K................. 11
Financial Statements and Financial Statement Schedules........................... 11
Exhibits......................................................................... 11
Reports on Form 8-K.............................................................. 12

SIGNATURES.................................................................................. 13

2
<PAGE>
PART I

Item 1. Business

General

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 Agreement'). The Trust consists of 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.
Each Series 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 Trust's fiscal year for book and tax purposes ends on
December 31.

The Offering

Beneficial interests in each Series ('Interests') are being offered once each
week until each Series' subscription maximum has been issued either through sale
or exchange. On June 10, 1998, a sufficient number of subscriptions for each
Series had been received and accepted by the managing owner to permit each
Series to commence trading. Series B (the 'Registrant') completed its initial
offering with gross proceeds of $5,709,093 from the sale of 56,330.929 limited
interests and 760 general interests.

Series A was offered until it achieved its subscription maximum of
$34,000,000 during November 1999. Interests in Series B and Series C will
continue to be offered on a weekly basis at the then current net asset value per
Interest until the subscription maximum of $33,000,000 for each Series is sold
('Continuous Offering Period').

The Registrant is engaged solely in the business of commodity futures,
forward and options trading; therefore, presentation of industry segment
information is not applicable.

Managing Owner and its Affiliates

The managing owner of the Registrant 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 Registrant as
well as the commodity broker of the Registrant. The Managing Owner is required
to maintain at least a 1% 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 independent commodity trading advisor that makes that
Series' trading decisions. The Managing Owner, on behalf of the Registrant,
entered into an advisory agreement with Eclipse Capital Management, Inc. (the
'Trading Advisor') to make the trading decisions for the Registrant. The
advisory agreement may be terminated at the discretion of the Managing Owner.
The Managing Owner has allocated 100% of the proceeds from the initial and
continuous offering of the Registrant to the Trading Advisor and it is currently
contemplated that the Trading Advisor will continue to be allocated 100% of
additional capital raised for the Registrant during the Continuous Offering
Period.

Competition

The Managing Owner and its affiliates have formed, and may continue to form,
various entities to engage in the speculative trading of futures, forward and
options contracts which have certain of the same investment policies as the
Registrant.

The Registrant is an open-end fund which will solicit the sale of additional
Interests on a weekly basis until the subscription maximum is reached. As such,
the Registrant may compete with other entities to attract

<PAGE>
new participants. In addition, to the extent that the Trading Advisor recommends
similar or identical trades to the Registrant and other accounts which it
manages, the Registrant may compete with those accounts for the execution of the
same or similar trades.

Employees

The Registrant has no employees. Management and administrative services for
the Registrant are performed by the Managing Owner and its affiliates pursuant
to the Trust Agreement as further discussed in Notes A, C and D to the
Registrant's annual report to limited owners for the year ended December 31,
1999 (the 'Registrant's 1999 Annual Report') which is filed as an exhibit
hereto.

Item 2. Properties

The Registrant does not own or lease any property.

Item 3. Legal Proceedings

There are no material legal proceedings pending by or against the Registrant
or the Managing Owner.

Item 4. Submission of Matters to a Vote of Interest Holders

None

PART II

Item 5. Market for the Registrant's Interests and Related Interest Holder
Matters

Information with respect to the offering of Interests is incorporated by
reference to Note A to the Registrant's 1999 Annual Report, which is filed as an
exhibit hereto.

A significant secondary market for the Interests has not developed, and it is
not expected that one will develop in the future. There are also certain
restrictions set forth in the Trust Agreement limiting the ability of an
Interest holder to transfer Interests. However, Interests may be redeemed on a
weekly basis, but are subject to a redemption fee if effected within one year of
the effective date of purchase. Additionally, 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 and redemptions are calculated based on 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 or redemption
request is effected.

There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the Trust
Agreement. No distributions have been made since inception and no distributions
are anticipated in the future.

As of March 21, 2000, there were 1,674 holders of record owning 199,828.349
Interests which include 2,600 general interests.

<PAGE>
Item 6. Selected Financial Data

The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 9 of the Registrant's 1999
Annual Report which is filed as an exhibit hereto.

</TABLE>
<TABLE>
<CAPTION>
Period from
June 10, 1998
(commencement of
Year ended operations) to
December 31, December 31,
1999 1998
------------ ----------------
<S> <C> <C>
Total revenues (including interest) $ 3,514,395 $ 1,732,093
------------ ----------------
------------ ----------------
Net income $ 1,116,560 $ 1,059,653
------------ ----------------
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Net income per weighted average Interest $ 6.91 $ 13.06
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Total assets $26,285,827 $ 11,558,059
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Net asset value per Interest $ 121.63 $ 111.98
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</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

This information is incorporated by reference to pages 11 through 13 of the
Registrant's 1999 Annual Report which is filed as an exhibit hereto.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Introduction

Past Results Not Necessarily Indicative of Future Performance

The Registrant is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and
substantially all of the Registrant's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Registrant's main line of business.

Market movements result in frequent changes in the fair market value of the
Registrant's open positions and, consequently, in its earnings and cash flow.
The Registrant's market risk is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments and contracts, the
diversification effects among the Registrant's open positions and the liquidity
of the markets in which it trades.

The Registrant rapidly acquires and liquidates both long and short positions
in a wide range of different markets. Consequently, it is not possible to
predict how a particular futures market scenario will affect performance, and
the Registrant's past performance is not necessarily indicative of its future
results.

Value at Risk is a measure of the maximum amount which the Registrant could
reasonably be expected to lose in a given market sector. However, the inherent
uncertainty of the Registrant's speculative trading and the recurrence in the
markets traded by the Registrant of market movements far exceeding expectations
could result in actual trading or non-trading losses far beyond the indicated
Value at Risk or the Registrant's experience to date (i.e., 'risk of ruin'). In
light of the foregoing, as well as the risks and uncertainties intrinsic to all
future projections, the inclusion of the quantification included in this section
should not be considered to constitute any assurance or representation that the
Registrant's losses in any market sector will be limited to Value at Risk or by
the Registrant's attempts to manage its market risk.

Standard of Materiality

Materiality as used in this section, 'Quantitative and Qualitative
Disclosures About Market Risk,' is based on an assessment of reasonably possible
market movements and the potential losses caused by such

<PAGE>
movements, taking into account the leverage, optionality and multiplier features
of the Registrant's market sensitive instruments.

Quantifying the Registrant's Trading Value at Risk

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Registrant's market risk
exposures contain 'forward-looking statements' within the meaning of the safe
harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).

The Registrant's risk exposure in the various market sectors traded by the
Trading Advisor is quantified below in terms of Value at Risk. Due to the
Registrant's mark-to-market accounting, any loss in the fair value of the
Registrant's open positions is directly reflected in the Registrant's earnings
(realized or unrealized) and cash flow (whereby profits and losses on open
positions of exchange-traded contracts are settled daily through variation
margin).

Exchange maintenance margin requirements have been used by the Registrant as
the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95%-99% of any one-day
interval. The maintenance margin levels are established by dealers and exchanges
using historical price studies as well as an assessment of current market
volatility (including the implied volatility of the options on a given futures
contract) and economic fundamentals to provide a probabilistic estimate of the
maximum expected near-term one-day price fluctuation. Maintenance margin has
been used rather than the more generally available initial margin, because
initial margin includes a credit risk component which is not relevant to Value
at Risk.

In quantifying the Registrant's Value at Risk, 100% positive correlation in
the different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been aggregated to determine each trading category's aggregate Value at
Risk. The diversification effects resulting from the fact that the Registrant's
positions are rarely, if ever, 100% positively correlated have not been
reflected.

The Registrant's Trading Value at Risk in Different Market Sectors

The following table indicates the trading Value at Risk associated with the
Registrant's open positions by market sector at December 31, 1999. All open
position trading risk exposures of the Registrant have been included in
calculating the figures set forth below. At December 31, 1999, the Registrant's
total capitalization was approximately $26.0 million.

<TABLE>
<CAPTION>
Value at % of Total
Market Sector Risk Capitalization
----------------------- ---------- --------------
<S> <C> <C>
Interest Rates $ 508,359 1.96%
Commodities 305,000 1.17
Currencies 301,887 1.16
Stock Indices 96,070 .37
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Total $1,211,316 4.66%
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</TABLE>

Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Registrant is
typically many times the applicable maintenance margin requirement (maintenance
margin requirements generally range between approximately 1% and 10% of the
contract face value), as well as, many times the total capitalization of the
Registrant. The magnitude of the Registrant's open positions creates a 'risk of
ruin' not typically found in most other investment vehicles. Because of the size
of its positions, certain market conditions, although unusual, but historically
recurring from time to time, could cause the Registrant to incur severe losses
over a short period of time. The foregoing Value at Risk table, as well as the
past performance of the Registrant, give no indication of this 'risk of ruin.'

<PAGE>
Non-Trading Risk

The Registrant has non-trading market risk on its foreign cash balances not
needed for margin. However, these balances (as well as any market risk they
represent) are immaterial.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Registrant's market risk
exposures--except for (i) those disclosures that are statements of historical
fact and (ii) the descriptions of how the Registrant manages its primary market
risk exposures--constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Registrant's primary market risk exposures as well as
the strategies used and to be used by the Managing Owner and the Trading Advisor
for managing such exposures are subject to numerous uncertainties, contingencies
and risks, any one of which could cause the actual results of the Registrant's
risk controls to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid markets, the
emergence of dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of new market participants, increased
regulation and many other factors could result in material losses as well as in
material changes to the risk exposures and the risk management strategies of the
Registrant. There can be no assurance that the Registrant's current market
exposure and/or risk management strategies will not change materially or that
any such strategies will be effective in either the short- or long-term.
Investors must be prepared to lose all or substantially all of their investment
in the Registrant.

The primary trading risk exposures of the Registrant at December 31, 1999, by
market sector, were:

Interest Rates. Interest rate movements directly affect the price of
sovereign bond positions held by the Registrant and indirectly affect the value
of its stock index and currency positions. Interest rate movements in one
country, as well as, relative interest rate movements between countries may
materially impact the Registrant's profitability. The Registrant's primary
interest rate exposure is to interest rate fluctuations in the U.S. and other
G-7 countries. To a lesser extent, the Registrant also takes positions in the
government debt of smaller nations--e.g., Australia. The Managing Owner
anticipates that G-7 interest rates will remain the primary market exposure of
the Registrant in the foreseeable future. The changes in interest rates which
have the most effect on the Registrant are changes in long-term, as opposed to
short-term, rates. Most of the speculative positions held by the Registrant are
in medium- to long-term instruments. Consequently, even a material change in
short-term rates would have little effect on the Registrant were the medium- to
long-term rates to remain steady.

Commodities. The Trading Advisor of the Registrant trades a variety of
precious and base metals and energy-related commodities. At year-end, the
Registrant's commodities exposure is in copper, zinc and aluminum within the
base metals market and in light crude oil and natural gas within the energy
market.

Currencies. These risks of currency exposure arise from exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. These
fluctuations are influenced by interest rate changes as well as political and
general economic conditions. The Registrant's major exposure has typically
resulted from positions in the local currencies of G-7 countries. These include
outright, as well as, cross-rate positions--i.e., positions between two
currencies other than the U.S. dollar. While it is difficult at this point to
evaluate the effect that the introduction of the euro has had on the Registrant,
the Managing Owner does not believe that the risk profile of the Registrant's
currency sector has significantly changed, although the ultimate effect of the
euro's full introduction is yet unknown. The currency trading Value at Risk
figure includes foreign margin amounts converted into U.S. dollars with an
incremental adjustment to reflect the exchange rate risk inherent to the
dollar-based Registrant in expressing Value at Risk in a functional currency
other than U.S. dollars.

Stock Indices. The Registrant's equity exposure is due to equity price risk
in various indices including the S&P 500 (U.S.), FTSE 100 (Britain), and the
NIKKEI (Japan). The stock index futures traded by the Registrant are, by law,
limited to futures on broadly based indices.

<PAGE>
Qualitative Disclosures Regarding Non-Trading Risk Exposure

At December 31, 1999, the Registrant's primary exposure to non-trading market
risk resulted from foreign currency balances held in Canadian dollars. As
discussed above, these balances, as well as any risk they represent, are
immaterial.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Managing Owner and the Trading Advisor attempt to
manage the risk of the Registrant's open positions is essentially the same in
all market categories traded.

The Trading Advisor attempts to minimize market risk exposure by applying its
own risk management trading policies. In general, the Trading Advisor's
portfolio is diversified, consisting of a wide variety of contracts traded in
both domestic and foreign markets. Additionally, stop or limit orders may, at
the Trading Advisor's discretion, be given with respect to initiating or
liquidating positions in order to seek to limit losses or secure profits.

The Managing Owner attempts to minimize market risk exposure by requiring the
Registrant and its 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, 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. Additionally, the
Managing Owner shall automatically terminate the Trading Advisor if the net
asset value allocated to the Trading Advisor declines by 33 1/3% from the value
at the beginning of any year or since the commencement of trading activities.
Furthermore, the Trust Agreement provides that the Registrant will liquidate its
positions, and eventually dissolve, if the Registrant experiences a decline in
the net asset value of 50% from the value at the beginning of any year or since
the commencement of trading activities. In each case, the decline in the net
asset value is after giving effect for distributions, contributions and
redemptions. 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 the Registrant.

Item 8. Financial Statements and Supplementary Data

The financial statements are incorporated by reference to pages 2 through 9
of the Registrant's 1999 Annual Report which is filed as an exhibit hereto.

Supplementary data specified by Item 302 of Regulation S-K (selected
quarterly financial data) is not applicable.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None

PART III

Item 10. Directors and Executive Officers of the Registrant

There are no directors or executive officers of the Registrant. The
Registrant is managed by the Managing Owner.

The Managing Owner's directors and executive officers and any person holding
more than ten percent of the Registrant's Interests ('Ten Percent Owners') are
required to report their initial ownership of such Interests and any subsequent
changes in that ownership to the Securities and Exchange Commission on Forms 3,
4 or 5. Such executive officers, directors and Ten Percent Owners are required
by Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 or 5 they file. All of these filing requirements were
satisfied on a timely basis. In making these disclosures, the Registrant has
relied solely on written representations of the Managing Owner's directors and
executive officers and Ten Percent Owners or copies of the reports that they
have filed with the Securities and Exchange Commission during and with respect
to its most recent fiscal year.

<PAGE>
The directors and executive officers of Prudential Securities Futures
Management Inc. and their positions with respect to the Registrant are as
follows:

Name Position
Joseph A. Filicetti President and Director
Eleanor L. Thomas Executive Vice President and Director
Barbara J. Brooks Chief Financial Officer
Steven Carlino Vice President and Treasurer
Alan J. Brody Director
A. Laurence Norton, Jr. Director
Guy S. Scarpaci Director
Tamara B. Wright Senior Vice President and Director

JOSEPH A. FILICETTI, age 37, is the President and a Director of Prudential
Securities Futures Management Inc. He had been a Vice President of Prudential
Securities Futures Management Inc. and Seaport Futures Management, Inc. from
October 1998 to March 1999. In April 1999, Mr. Filicetti was named to his
current positions at Prudential Securities Futures Management Inc. and became an
Executive Vice President and a Director of Seaport Futures Management, Inc. Mr.
Filicetti is also a Vice President of PSI and the Director of Sales and
Marketing for its Managed Futures department. Prior to joining PSI, Mr.
Filicetti was with Rotella Capital Management as Director of Sales and Marketing
from September 1996 through September 1998, and was with Merrill Lynch as a
market maker trading bonds from July 1992 to August 1996.

ELEANOR L. THOMAS, age 45, is the Executive Vice President and a Director of
Prudential Securities Futures Management Inc. and is the President and a
Director of Seaport Futures Management, Inc. She is primarily responsible for
origination, asset allocation, and due diligence for the managed futures
department within PSI. She is also a First Vice President of PSI. Prior to
joining PSI in March 1993, she was with MC Baldwin Financial Company from June
1990 through February 1993 and Arthur Anderson & Co. from 1986 through May 1990.
Ms. Thomas is a certified public accountant.

BARBARA J. BROOKS, age 51, is the Chief Financial Officer of Prudential
Securities Futures Management Inc. She is a Senior Vice President of PSI. She is
also the Chief Financial Officer of Seaport Futures Management, Inc. and serves
in various capacities for other affiliated companies. She has held several
positions within PSI since April 1983. Ms. Brooks is a certified public
accountant.

STEVEN CARLINO, age 36, is a Vice President and Treasurer of Prudential
Securities Futures Management Inc. He is a First Vice President of PSI. He is
also a Vice President and Treasurer of Seaport Futures Management, Inc. and
serves in various capacities for other affiliated companies. Prior to joining
PSI in October 1992, he was with Ernst & Young for six years. Mr. Carlino is a
certified public accountant.

ALAN J. BRODY, age 48, is a Director of Prudential Securities Futures
Management Inc. and Seaport Futures Management, Inc. Mr. Brody has been a Senior
Vice President and Director of International Sales and Marketing for PSI since
1996. Based in London, Mr. Brody is currently responsible for the marketing and
sales of all PSI products and services to international clientele throughout the
firm's global branch system. Additionally, Mr. Brody has overall responsibility
for the managed futures department within PSI. Prior to joining PSI, Mr. Brody
was an Executive Director and Senior Vice President with Lehman Brothers'
Financial Services Division in London and President of Lehman Brothers Futures
Asset Management Corp. from 1990 to 1996. Prior to joining Lehman Brothers, Mr.
Brody served as President and Chief Executive Officer of Commodity Exchange,
Inc. from 1980 to 1989. Earlier in his career, Mr. Brody was associated with the
law firm of Baer Marks & Upham from 1977 to 1980.

A. LAURENCE NORTON, JR., age 61, is a Director of Prudential Securities
Futures Management Inc. He is an Executive Vice President of PSI and, since
March 1994, has been the director of the International and Futures Divisions of
PSI. He is also a Director of Seaport Futures Management, Inc. and is a member
of PSI's Operating Committee. From October 1991 to March 1994, he held the
position of Executive Director of Retail Development

<PAGE>
and Retail Strategies at PSI. Prior to joining PSI in 1991, Mr. Norton was a
Senior Vice President and Branch Manager of Shearson Lehman Brothers.

GUY S. SCARPACI, age 53, is a Director of Prudential Securities Futures
Management Inc. He is a First Vice President of the Futures Division of PSI. He
is also a Director of Seaport Futures Management, Inc. Mr. Scarpaci has been
employed by PSI in positions of increasing responsibility since August 1974.

TAMARA B. WRIGHT, age 41, is a Director and a Senior Vice President of
Prudential Securities Futures Management Inc. She is a Senior Vice President and
Chief Administrative Officer for the International and Futures Divisions of PSI.
She is also a Director and a Senior Vice President of Seaport Futures
Management, Inc. and serves in various capacities for other affiliated
companies. Prior to joining PSI in July 1988, she was a manager with Price
Waterhouse.

Effective April 1999, Eleanor L. Thomas and Joseph A. Filicetti were elected
as directors of both Prudential Securities Futures Management Inc. and Seaport
Futures Management, Inc. In addition, Mr. Filicetti was elected as President of
Prudential Securities Futures Management Inc. replacing Thomas M. Lane, Jr. and
Ms. Thomas was elected as the Executive Vice President of Prudential Securities
Futures Management Inc. Additionally, Alan J. Brody was elected as a director of
Prudential Securities Futures Management Inc. and Seaport Futures Management,
Inc. during May 1999.

There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.

Item 11. Executive Compensation

The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the Managing Owner for their services.
Certain directors and officers of the Managing Owner receive compensation from
affiliates of the Managing Owner, not from the Registrant, for services
performed for various affiliated entities, which may include services performed
for the Registrant; however, the Managing Owner believes that any compensation
attributable to services performed for the Registrant is immaterial. (See also
Item 13, Certain Relationships and Related Transactions, for information
regarding compensation to the Managing Owner.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

As of March 21, 2000, no director or executive officer of the Managing Owner
owns directly or beneficially any interest in the voting securities of the
Managing Owner.

As of March 21, 2000, no director or executive officer of the Managing Owner
owns directly or beneficially any of the Interests issued by the Registrant.

As of March 21, 2000, the following owner of limited interests beneficially
owns more than five percent (5%) of the limited interests issued by the
Registrant:

<TABLE>
<CAPTION>
Title Name and Address of Amount and Nature of Percent of
of Class Beneficial Owner Beneficial Ownership Class
- ------------------ --------------------------------- ----------------------------- ----------
<S> <C> <C> <C>
Limited interests Massachusetts Bay Transportation 17,666.743 limited interests 9%
Authority Retirement Fund
99 Summer Street, 17th Floor
Boston, MA 02110-1213
</TABLE>

Item 13. Certain Relationships and Related Transactions

The Registrant has and will continue to have certain relationships with the
Managing Owner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or officers of the
Managing Owner.

Reference is made to Notes A, C and D to the financial statements in the
Registrant's 1999 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services.

<PAGE>
PART IV

<TABLE>
<CAPTION>
Page
Number
------------

<C> <S> <C>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1. Financial Statements and Report of Independent Accountants--incorporated
by reference to the Registrant's 1999 Annual Report which is filed as an
exhibit hereto

Report of Independent Accountants 2

Financial Statements:

Statements of Financial Condition--December 31, 1999 and 1998 3

Statements of Operations--Year ended December 31, 1999 and the period
from June 10, 1998 (commencement of operations) to December 31, 1998 4

Statements of Changes in Trust Capital--Two years ended December 31, 1999 4

Notes to Financial Statements 5

2. Financial Statement Schedules

All schedules have been omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.

3. Exhibits

Description:

3.1 Second Amended and Restated Declaration of Trust and Trust Agreement of
and World Monitor Trust dated as of March 17, 1998 (incorporated by reference
4.1 to Exhibits 3.1 and 4.1 to Registrant'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 Registrant'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
Registrant'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 Registrant's Registration Statement on Form S-1, File No. 333-43041,
dated as of March 23, 1998)

10.1 Form of Escrow Agreement among the Trust, Prudential Securities Futures
Management Inc., Prudential Securities Incorporated and The Bank of New
York (incorporated by reference to Exhibit 10.1 to Registrant's
Registration Statement on Form S-1, File No. 333-43041, dated as of March
23, 1998)

10.2 Form of Brokerage Agreement between the Trust and Prudential Securities
Incorporated (incorporated by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-1, File No. 333-43041, dated as of March
23, 1998)
</TABLE>
11

<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
10.3 Form of Advisory Agreement among the Registrant, Prudential Securities
Futures Management Inc., and the Trading Advisor (incorporated by
reference to Exhibit 10.3 to Registrant's Registration Statement on Form
S-1, File No. 333-43041, dated as of March 23, 1998)

10.4 Form of Representation Agreement Concerning the Registration Statement
and the Prospectus among the Registrant, Prudential Securities Futures
Management Inc., Prudential Securities Incorporated, Wilmington Trust
Company and the Trading Advisor (incorporated by reference to Exhibit
10.4 to Registrant's Registration Statement on Form S-1, File No.
333-43041, dated as of March 23, 1998)

10.5 Form of Net Worth Agreement between Prudential Securities Futures
Management Inc. and Prudential Securities Group Inc. (incorporated by
reference to Exhibit 10.5 to Registrant's Registration Statement on Form
S-1, File No. 333-43041, dated as of March 23, 1998)

10.6 Form of Foreign Currency Addendum to Brokerage Agreement between the
Trust and Prudential Securities Incorporated (incorporated by reference
to Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q, File No.
333-43041, for the quarter ended March 31, 1998)

13.1 Registrant's 1999 Annual Report (with the exception of the information
and data incorporated by reference in Items 5, 7 and 8 of this Annual
Report on Form 10-K, no other information or data appearing in the
Registrant's 1999 Annual Report is to be deemed filed as part of this
report) (filed herewith)

27.1 Financial Data Schedule (filed herewith)

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
</TABLE>

<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.

World Monitor Trust--Series B

By: Prudential Securities Futures Management Inc.
A Delaware corporation, Managing Owner

By: /s/ Steven Carlino Date: March 30, 2000
----------------------------------------
Steven Carlino
Vice President and Treasurer

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 (with respect to the Managing Owner) and on the
dates indicated.

By: Prudential Securities Futures Management Inc.
A Delaware corporation, Managing Owner

By: /s/ Joseph A. Filicetti Date: March 30, 2000
-----------------------------------------
Joseph A. Filicetti
President and Director

By: /s/ Eleanor L. Thomas Date: March 30, 2000
-----------------------------------------
Eleanor L. Thomas
Executive Vice President and Director

By: /s/ Barbara J. Brooks Date: March 30, 2000
-----------------------------------------
Barbara J. Brooks
Chief Financial Officer

By: /s/ Steven Carlino Date: March 30, 2000
-----------------------------------------
Steven Carlino
Vice President and Treasurer

By: /s/ Alan J. Brody Date: March 30, 2000
-----------------------------------------
Alan J. Brody
Director

By: Date:
-----------------------------------------
A. Laurence Norton, Jr.
Director

By: /s/ Guy S. Scarpaci Date: March 30, 2000
-----------------------------------------
Guy S. Scarpaci
Director

By: Date:
-----------------------------------------
Tamara B. Wright
Senior Vice President and Director

<PAGE>
1999
- --------------------------------------------------------------------------------
World Monitor Trust-- Annual
Series B Report

<PAGE>
LETTER TO LIMITED OWNERS FOR
WORLD MONITOR TRUST--SERIES B

<PAGE>
PricewaterhouseCoopers (LOGO)

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone (212) 596 8000
Facsimile (212) 596 8910

Report of Independent Accountants

To the Managing Owner and
Limited Owners of
World Monitor Trust--Series B

In our opinion, the accompanying statements of financial condition and the
related statements of operations and changes in trust capital present fairly, in
all material respects, the financial position of World Monitor Trust--Series B
at December 31, 1999 and 1998, and the results of its operations for the year
ended December 31, 1999 and for the period from June 10, 1998 (commencement of
operations) to December 31, 1998 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Managing Owner; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by the Managing
Owner, and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

January 28, 2000

<PAGE>
WORLD MONITOR TRUST--SERIES B
(a Delaware Business Trust)
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
ASSETS
Cash $25,912,785 $11,239,221
Net unrealized gain on open futures contracts 373,042 318,838
------------ ------------
Total assets $26,285,827 $11,558,059
------------ ------------
------------ ------------
LIABILITIES AND TRUST CAPITAL
Liabilities
Commissions payable $ 186,575 $ 76,364
Redemptions payable 72,082 --
Management fees payable 49,811 20,626
Incentive fees payable 658 60,812
------------ ------------
Total liabilities 309,126 157,802
------------ ------------
Commitments

Trust capital
Limited interests (210,979.665 and 100,451.891 interests outstanding) 25,660,475 11,249,078
General interests (2,600 and 1,350 interests outstanding) 316,226 151,179
------------ ------------
Total trust capital 25,976,701 11,400,257
------------ ------------
Total liabilities and trust capital $26,285,827 $11,558,059
------------ ------------
------------ ------------

Net asset value per limited and general interest ('Interests') $ 121.63 $ 111.98
------------ ------------
------------ ------------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
3
<PAGE>
WORLD MONITOR TRUST--SERIES B
(a Delaware Business Trust)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the
period from
June 10, 1998
(commencement
Year ended of operations)
December 31, to December 31,
1999 1998
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on futures contracts $ 2,457,582 $ 1,155,799
Change in net unrealized gain on open futures contracts 54,204 318,838
Interest income 1,002,609 257,456
--------------- ---------------
3,514,395 1,732,093
--------------- ---------------
EXPENSES
Commissions 1,540,819 374,878
Incentive fees 458,510 200,596
Management fees 398,506 96,966
--------------- ---------------
2,397,835 672,440
--------------- ---------------
Net income $ 1,116,560 $ 1,059,653
--------------- ---------------
--------------- ---------------
ALLOCATION OF NET INCOME
Limited interests $ 1,102,475 $ 1,044,906
--------------- ---------------
--------------- ---------------
General interests $ 14,085 $ 14,747
--------------- ---------------
--------------- ---------------
NET INCOME PER WEIGHTED AVERAGE LIMITED AND GENERAL INTEREST
Net income per weighted average limited and general interest $ 6.91 $ 13.06
--------------- ---------------
--------------- ---------------
Weighted average number of limited and general interests
outstanding 161,647 81,115
--------------- ---------------
--------------- ---------------
- ------------------------------------------------------------------------------------------------------
</TABLE>

STATEMENTS OF CHANGES IN TRUST CAPITAL
<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 104,078.948 10,450,494 135,432 10,585,926
Net income -- 1,044,906 14,747 1,059,653
Redemptions (2,287.057) (246,322) -- (246,322)
----------- ----------- --------- -----------
Trust capital--December 31, 1998 101,801.891 11,249,078 151,179 11,400,257
Contributions 133,826.024 16,017,261 150,962 16,168,223
Net income -- 1,102,475 14,085 1,116,560
Redemptions (22,048.250) (2,708,339) -- (2,708,339)
----------- ----------- --------- -----------
Trust capital--December 31, 1999 213,579.665 $25,660,475 $316,226 $25,976,701
----------- ----------- --------- -----------
----------- ----------- --------- -----------
- -----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
4
<PAGE>
WORLD MONITOR TRUST--SERIES B
(a Delaware Business Trust)
NOTES TO FINANCIAL STATEMENTS

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 consists of 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. Each Series 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 each Series ('Interests') are being offered once each
week until each Series' subscription maximum has been issued either through sale
or exchange. On June 10, 1998, a sufficient number of subscriptions for each
Series had been received and accepted by the Managing Owner to permit each
Series to commence trading. 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.

Series A was offered until it achieved its subscription maximum of
$34,000,000 during November 1999. Series B and C continue to be offered to
investors who meet certain established suitability standards, with a minimum
initial subscription of $5,000 ($2,000 for an individual retirement account) per
subscriber, although the minimum purchase for any single Series is $1,000.
Interests in Series B and Series C will continue to be offered on a weekly basis
at the then current net asset value per Interest until the subscription maximum
of $33,000,000 for each Series is sold ('Continuous Offering Period').
Additional purchases may be made in $100 increments.

The Managing Owner is required to maintain at least a 1% 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 independent 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. (the '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 100% 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 100% 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 of purchase are subject to a redemption fee

<PAGE>
of 4% and 3%, 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
50% or more since the commencement of trading activities or the first day of a
fiscal year, the Series will terminate.

B. Summary of Significant Accounting Policies

Basis of accounting

The financial statements of Series B are prepared in accordance with
generally accepted accounting principles.

Commodity futures and forward transactions are reflected in the accompanying
statements of financial condition on trade date. The difference between the
original contract amount and market value is reflected as net unrealized gain or
loss. The market value of each contract is based upon the closing quotation on
the exchange, clearing firm or bank on, or through, which the contract is
traded.

The weighted average number of limited and general interests outstanding was
computed for purposes of disclosing net income per weighted average limited and
general interest. The weighted average limited and general interests are equal
to the number of Interests outstanding at period end, adjusted proportionately
for Interests subscribed and redeemed based on their respective time outstanding
during such period.

Series B has elected not to provide a Statement of Cash Flows as permitted by
Statement of Financial Accounting Standards No. 102, 'Statement of Cash
Flows--Exemption of Certain Enterprises and Classification of Cash Flows from
Certain Securities Acquired for Resale.'

Certain balances from the prior period have been reclassified to conform with
the current financial statement presentation.

Income taxes

Series B is treated as a partnership for Federal income tax purposes. As
such, 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 Interest holders 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 Interest holders weekly on a pro rata basis based on each
owner's Interests outstanding during the week. Distributions (other than
redemptions of Interests) 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 Interest holders; however, the Managing Owner does not presently intend to
make any distributions.

Accounting for Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ('SFAS') No. 133, Accounting for Derivative
Instruments and Hedging Activities, which Series B adopted effective October 1,
1999. SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities and requires that an entity recognize all
derivatives as assets or liabilities measured at fair value. SFAS No. 133
supersedes SFAS No. 119, Disclosure about Derivative Financial Instruments and
Fair Value of Financial Instruments and SFAS No. 105 Disclosure of Information
about Financial Instruments with Off-Balance Sheet Risk and Financial
Instruments with Concentrations of Credit Risk which required the disclosure of
average aggregate fair values and contract/notional values, respectively, of
derivative financial instruments for an entity like Series B which carries its
assets at fair value. The adoption of SFAS No. 133 has not had a material effect
on the carrying value of assets and liabilities within the financial statements.

6
<PAGE>
C. Fees

Organizational, offering, general and administrative costs

PSI or its affiliates paid the costs of organizing Series B and continue to
pay the costs of 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 2% 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 20% 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 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 (including floor 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, registrar, transfer and assignment functions, investor
communications, printing and other administrative services. As further described
in Note C, except for costs related to brokerage services, PSI or its affiliates
pay the costs of these services in addition to costs of offering Series B's
Interests as well as its routine operational, administrative, legal and auditing
costs.

The costs charged to Series B for brokerage services for the year ended
December 31, 1999 and the period from June 10, 1998 (commencement of operations)
to December 31, 1998 were $1,540,819 and $374,878, respectively.

All of the proceeds of the offering of Series B are received in the name of
Series B and are deposited in trading or cash accounts at PSI. Series B's assets
are maintained either with PSI or, for margin purposes, with the various
exchanges on which Series B is permitted to trade. PSI credits Series B monthly
with 100% of the interest it earns on the average net assets in Series B's
accounts.

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 Series B pursuant to a line of credit. PSI may require that collateral
be posted against the marked-to-market positions of Series B.

As of December 31, 1999, a non-U.S. affiliate of the Managing Owner owns
101.245 limited interests of Series B.

E. Income Taxes

There have been no differences between the tax basis and book basis of
Interest holders' capital since inception of the Trust.

F. 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).

<PAGE>
Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level or 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 futures contracts 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 Series B and its 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. Additionally, pursuant
to the Advisory Agreement among Series B, the Managing Owner and the Trading
Advisor, Series B shall automatically terminate the Trading Advisor if the net
asset value allocated to the Trading Advisor declines by 33 1/3% from the value
at the beginning of any year or since the commencement of trading activities.
Furthermore, the Second Amended and Restated Declaration of Trust and Trust
Agreement provides that Series B will liquidate its positions, and eventually
dissolve, if Series B experiences a decline in the net asset value of 50% from
the value at the beginning of any year or since the commencement of trading
activities. In each case, the decline in net asset value is after giving effect
for distributions, contributions and redemptions. 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') 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 December 31, 1999, such segregated assets totalled
$23,549,423. 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
$2,736,404 at December 31, 1999. There are no segregation requirements for
assets related to forward trading.

As of December 31, 1999, all open futures contracts mature within six months.

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). Gross contract amounts significantly exceed
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.

8
<PAGE>
As of December 31, 1998, gross contract amounts of open futures contracts for
Series B were:

<TABLE>
<CAPTION>
1998
------------
<S> <C>
Stock Index Futures:
Commitments to purchase $ 2,063,543
Commitments to sell 431,061
Interest Rate Futures:
Commitments to purchase 18,765,253
Commitments to sell 33,264,891
Currency Futures:
Commitments to purchase 2,212,998
Commitments to sell 4,951,649
Commodity Futures:
Commitments to purchase 95,361
Commitments to sell 2,291,372
</TABLE>

The following table presents the fair value of futures contracts at December
31, 1999 and 1998.

<TABLE>
<CAPTION>
1999 1998
---------------------------- ------------------------
<S> <C> <C> <C> <C>
Assets Liabilities Assets Liabilities
------------ ----------- -------- -----------
Domestic exchanges
Stock indices $ -- $ 20,100 $ 24,250 $ --
Interest rates 126,538 -- 1,059 --
Currencies 35,254 130,915 156,861 4,900
Commodities 12,320 23,740 9,860 19,030
Foreign exchanges
Stock indices 17,878 -- 43,079 --
Interest rates 110,580 9,267 187,766 45,758
Commodities 360,789 106,295 77,834 112,183
------------ ----------- -------- -----------
$663,359 $ 290,317 $500,709 $ 181,871
------------ ----------- -------- -----------
------------ ----------- -------- -----------
</TABLE>

The following table presents the average fair value and trading revenues of
futures contracts for the period from June 10, 1998 (commencement of operations)
through December 31, 1998.

<TABLE>
<CAPTION>
Average Fair Value
---------------------------- Trading
Assets Liabilities Revenues
------------ ----------- ----------
<S> <C> <C> <C>
Domestic exchanges
Stock indices $ 3,593 $ 1,322 $ 35,676
Interest rates 64,477 1,186 542,824
Currencies 134,149 14,868 661,699
Commodities 41,831 10,790 (290,729)
Foreign exchanges
Stock indices 23,604 6,608 3,084
Interest rates 152,397 18,819 740,433
Commodities 16,478 110,824 (218,350)
------------ ----------- ----------
$436,529 $ 164,417 $1,474,637
------------ ----------- ----------
------------ ----------- ----------
</TABLE>

<PAGE>
- --------------------------------------------------------------------------------

I hereby affirm that, to the best of my knowledge and belief, the information
contained herein relating to World Monitor Trust--Series B is accurate and
complete.

PRUDENTIAL SECURITIES FUTURES
MANAGEMENT INC.
(Managing Owner)

by: Barbara J. Brooks
Chief Financial Officer
- --------------------------------------------------------------------------------

<PAGE>
WORLD MONITOR TRUST--SERIES B
(a Delaware Business Trust)
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 from June 10, 1998 (commencement
of operations) through December 31, 1999 resulted in additional gross proceeds
to Series B of $21,046,056. 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.

Interests in Series B may be redeemed on a weekly basis, but are subject to a
redemption fee if transacted within one year of the effective date of purchase.
Redemptions of limited interests for the year ended December 31, 1999 were
$2,708,339 and for the period from June 10, 1998 (commencement of operations)
through December 31, 1999 were $2,954,661. Additionally, Interests owned in one
Series may be exchanged, without 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. Future contributions, redemptions and exchanges will
impact the amount of funds available for investment in commodity contracts in
subsequent periods.

At December 31, 1999, 100% of Series B's net assets were allocated to
commodities 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
contracts (credit risk). Series B's exposure to market risk is influenced by a
number of factors including the volatility of interest rates and foreign
currency exchange rates, the liquidity of the markets in which the contracts are
traded and the relationships among the contracts held. The inherent uncertainty
of Series B's speculative trading as well as the development of drastic market
occurrences could result in monthly losses considerably beyond Series B's
experience to date and could ultimately lead to a loss of all or substantially
all of investors' capital. The Managing Owner attempts to minimize these risks
by requiring Series B and its Trading Advisor to abide by various trading
limitations and policies, which include limiting margin amounts, trading only in
liquid markets and utilizing stop loss provisions. See Note F to the financial
statements for a further discussion on the credit and market risks associated
with Series B's futures, forward and options contracts.

Series B does not have, nor does it expect to have, any capital assets.

Results of Operations

Series B commenced trading operations on June 10, 1998, and as such, a
comparative analysis of the 1999 full year results versus the 1998 partial year
results is not meaningful. Additionally, Series B's asset levels have
continually increased since the commencement of operations in June 1998,
primarily from additional contributions. The rising asset levels have led to
proportionate increases in the amount of interest earned by Series B as well as
commissions and management fees incurred.

<PAGE>
As of December 31, 1999, Series B reported a net asset value per Interest of
$121.63, an increase of 8.62% from the December 31, 1998 net asset value per
Interest of $111.98, which was an increase of 11.98% from the June 10, 1998
initial net asset value per Interest of $100. These returns compare favorably to
the MAR (Managed Account Reports) Fund/Pool Index which returned 1.48% in 1999
and 4.74% for the June 1998 through December 1998 period. MAR tracked the
performance of 317 and 281 futures funds in 1999 and 1998, respectively.

Net profits for Series B were the result of gains in the energy, index,
metal, and financial sectors. Losses were experienced in the currency sector.

Trading in the energy sector contributed the most profits to Series B during
1999. OPEC production cuts and low inventories drove the rally in crude oil and
derivative products throughout most of the year. Also boosting crude oil's rise
was high energy demand due to an unusually hot June and the threat of a
Venezuelan oil workers strike in the third quarter. Long positions in crude and
heating oil and unleaded gas provided profits in the first, second, and third
quarters.

Long index sector positions in the first quarter benefited from a global
equity rally which was fueled into the second quarter by improving global
economies. Third quarter performance was dampened when the U.S. stock market
fell in expectation of an August interest rate hike. Global stock markets
followed the U.S. market's lead. A market reversal in mid-October continued into
November and December as it shrugged off interest rate increases and Y2K-related
concerns. Long positions in the FTSE (London), CAC40 (Paris), S&P 500, SFE
(Australia), and Nikkei Dow (Japan) indices posted gains.

Most metal sector gains were achieved in the third quarter. Profits were
derived from long copper, aluminum, zinc, and gold positions. Base metals
benefited from the planned consolidation of aluminum and copper producers, as it
promised better control of production and supply. Also, base metal prices,
including zinc, moved higher as both growing demand and various production
problems caused a decline in warehouse stocks. Gold prices rose following an
auction by the Bank of England which yielded higher-than-expected prices. The
market later surged following a joint announcement by 15 European Central Banks
that they would not sell or lease any reserves, other than those previously
designated for sale, for a period of five years. This announcement removed a
tremendous amount of supply uncertainty from the market and allowed demand to
send prices higher.

Profits accumulated in the currency sector in the first, second, and third
quarters were not enough to cover losses in the fourth. The Japanese yen surged
to a four-year high against the U.S. dollar in November. The yen kept
strengthening despite a disappointing Japanese economic stimulus package. Though
ineffective, Japanese officials intervened during December to dampen the yen's
appreciation. As a result, short Japanese yen positions incurred losses. In
Europe, the euro fell amid fears that the European economic recovery was
stagnating. The continuing strength of the U.S. economy along with the slow pace
of German economic reforms helped to maintain pressure on the euro.
Consequently, long euro positions added to Series B's losses.

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 $1,003,000 and
$257,000 for the year ended December 31, 1999 and the period from June 10, 1998
to December 31, 1998, respectively. As discussed above, the increase in interest
income during 1999 versus 1998 was due primarily to the difference in the 1999
and 1998 periods covered as well as the increasing net assets as a result of
additional contributions. However, lower overall interest rates in 1999 as
compared with interest rates in 1998 offset some of the increase.

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 $1,541,000 and $375,000 for the
year ended December 31, 1999 and the period from June 10, 1998 to December 31,
1998, 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 were approximately
$459,000 and $201,000 for the year ended December 31, 1999 and the period from
June 10, 1998 to December 31, 1998, respectively.

<PAGE>
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 $399,000 and $97,000 for the year ended December 31, 1999 and the
period from June 10, 1998 to December 31, 1998, respectively.

Accounting for Derivative Instruments

Year 2000 Risk

The arrival of year 2000 was much anticipated and raised serious concerns
about whether or not computer systems around the world would continue to
function properly and the degree of 'Year 2000 Problems' that would have to be
resolved.

Series B engages third parties to perform primarily all of the services it
needs and also relies on other third parties such as governments, exchanges,
clearinghouses, vendors and banks. Series B has not experienced any material
adverse impact on operations related to Year 2000 Problems. While Series B
believes that it has mitigated its Year 2000 risk, Series B cannot guarantee
that an as yet unknown Year 2000 failure will not have a material adverse effect
on Series B's operations.

Inflation

Inflation has had no material impact on operations or on the financial
condition of Series B from inception through December 31, 1999.

<PAGE>
OTHER INFORMATION

The actual round-turn equivalent of brokerage commissions paid per contract
for the year ended December 31, 1999 was $68.

Series B's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission is available to limited owners without charge upon written
request to:

World Monitor Trust--Series B
P.O. Box 2016
Peck Slip Station
New York, New York 10272-2016

14
<PAGE>
Peck Slip Station BULK RATE
P.O. Box 2016 U.S. POSTAGE
New York, NY 10272 PAID
Automatic Mail

<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-31-1999

<PERIOD-START> Jan-1-1999

<PERIOD-END> Dec-31-1999

<PERIOD-TYPE> 12-Mos

<CASH> 25,912,785

<SECURITIES> 373,042

<RECEIVABLES> 0

<ALLOWANCES> 0

<INVENTORY> 0

<CURRENT-ASSETS> 26,285,827

<PP&E> 0

<DEPRECIATION> 0

<TOTAL-ASSETS> 26,285,827

<CURRENT-LIABILITIES> 309,126

<BONDS> 0

<COMMON> 0

<OTHER-SE> 25,976,701

<TOTAL-LIABILITY-AND-EQUITY> 26,285,827

<SALES> 0

<TOTAL-REVENUES> 3,514,395

<CGS> 0

<TOTAL-COSTS> 0

<OTHER-EXPENSES> 2,397,835

<LOSS-PROVISION> 0

<INTEREST-EXPENSE> 0

<INCOME-PRETAX> 0

<INCOME-TAX> 0

<INCOME-CONTINUING> 0

<DISCONTINUED> 0

<EXTRAORDINARY> 0

<CHANGES> 0

<NET-INCOME> 1,116,560

<EPS-BASIC> 6.91

<EPS-DILUTED> 0

</TABLE>