FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1999
Commission File Number 000-25921
SMITH BARNEY AAA ENERGY FUND L.P.
(Exact name of registrant as specified in its charter)
New York 13-3823300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Smith Barney Futures Management LLC
390 Greenwich St. - 1st Fl.
New York, New York 10013
(Address and Zip Code of principal executive offices)
(212) 723-5424
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
<PAGE>
SMITH BARNEY AAA ENERGY FUND L.P.
FORM 10-Q
INDEX
Page
Number
PART I - Financial Information:
Item 1. Financial Statements:
Statement of Financial Condition at
September 30, 1999 and December 31,
1998 (unaudited). 3
Statement of Income and Expenses and Partners'
Capital for the three months ended September 30,
1999 and 1998, the nine months ended September 30,
1999 and the period from January 5, 1998 (date the
Partnership was organized)
to September 30, 1998 (unaudited). 4
Notes to Financial Statements
(unaudited). 5 - 10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 11 - 13
Item 3. Quantitative and Qualitative
Disclosures of Market Risk 14 - 15
PART II - Other Information 16
2
<PAGE>
PART I
Item 1. Financial Statements
Smith Barney AAA Energy Futures Fund L.P.
Statement of Financial Condition
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
-------------- ---------------
<S> <C> <C>
Assets:
Equity in commodity futures trading account:
Cash $ 105,453,898 $ 70,049,894
Net unrealized appreciation
on open futures contracts 586,820 6,718,299
Net unrealized appreciation (depreciation)
on open swaps contracts (3,466,585) 606,945
Commodity options owned, at market value
(cost $14,950,806 and
$8,098,837, respectively ) 12,448,233 6,443,285
------------- -------------
115,022,366 83,818,423
Interest receivable 257,510 217,194
============= =============
$ 115,279,876 $ 84,035,617
============= =============
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Commissions $ 1,350,801 $ 488,115
Management fees 143,013 135,859
Due Salomon Smith Barney -- 951
Due Special Limited Partner 1,473,777 --
Other fees 19,611 29,536
Redemptions payable 312,384 118,433
Commodity options written, at market value
(premium $25,090,689 and
$4,970,916, respectively ) 26,909,595 3,535,383
------------- -------------
30,209,181 4,308,277
------------- -------------
Partners' Capital:
General Partner, 667.0550 Unit equivalents
outstanding in 1999 and 1998 874,322 790,013
Limited Partners, 63,629.1803 and 64,371.5518
Units of Limited Partnership Interest
outstanding in 1999 and 1998, respectively 83,612,023 76,237,395
Special Limited Partner, 607.7128 and 2,279.7128
Units of Limited Partnership Interest
outstanding in 1999 and 1998, respectively 584,350 2,699,932
------------- -------------
85,070,695 79,727,340
------------- -------------
$ 115,279,876 $ 84,035,617
============= =============
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
SMITH BARNEY AAA ENERGY FUND L.P.
STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period
from January 5, 1998
Nine Months (date the Partnership
Three Months Ended Ended was organized)
September 30, September 30, to September 30,
---------------------------- ----------------------------------
1999 1998 1999 1998
--------------- ------------ ----------------------------
<S> <C> <C> <C> <C>
Income:
Net gains (losses) on trading of commodity
futures:
Realized gains (losses) on closed positions $(12,799,773) $ 19,344,755 $ 32,481,837 $ 20,464,602
Change in unrealized gains/losses on open
positions 7,362,081 (7,715,555) (14,306,469) (8,170,540)
------------ ------------ ------------ ------------
(5,437,692) 11,629,200 18,175,368 12,294,062
Less, brokerage commissions including clearing fees
of $462,339, $227,274, $1,115,853 and
$444,113,respectively (4,130,505) (1,600,576) (9,356,848) (3,541,249)
------------ ------------ ------------ ------------
Net realized and unrealized gains (losses) (9,568,197) 10,028,624 8,818,520 8,752,813
Interest income 897,462 654,723 2,546,874 1,367,341
------------ ------------ ------------ ------------
(8,670,735) 10,683,347 11,365,394 10,120,154
------------ ------------ ------------ ------------
Expenses:
Management fee 482,242 361,224 1,407,767 729,512
Organization expense -- -- -- 75,000
Other 13,469 15,806 41,867 32,589
------------ ------------ ------------ ------------
495,711 377,030 1,449,634 837,101
------------ ------------ ------------ ------------
Net income (loss) (9,166,446) 10,306,317 9,915,760 9,283,053
Allocation to the Special Limited Partner 2,012,782 -- (1,473,777) --
Redemptions (344,672) (347,129) (3,098,628) (464,375)
Additions - Limited Partner -- 505,000 -- 15,978,000
- General Partner -- -- -- 156,000
------------ ------------ ------------ ------------
Net increase (decrease) in Partners' capital (7,498,336) 10,464,188 5,343,355 24,952,678
Partners' capital, beginning of period 92,569,031 64,528,490 79,727,340 50,040,000
------------ ------------ ------------ ------------
Partners' capital, end of period $ 85,070,695 $ 74,992,678 $ 85,070,695 $ 74,992,678
------------ ------------ ------------ ------------
Net asset value per Unit
(64,903.9481 and 66,235.9807 Units outstanding
at September 30, 1999 and 1998, respectively) $ 1,310.72 $ 1,132.20 $ 1,310.72 $ 1,132.20
------------ ------------ ------------ ------------
Net income (loss) per Unit of Limited Partnership
Interest and General Partner Unit equivalent $ (109.83) $ 155.15 $ 126.39 $ 132.20
------------ ------------ ------------ ------------
</TABLE>
See Notes to Financial Statements
4
<PAGE>
SMITH BARNEY AAA ENERGY FUND L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
1. General:
Smith Barney AAA Energy Fund L.P. (the "Partnership") is a limited
partnership organized on January 5, 1998 under the partnership laws of the State
of New York to engage in the speculative trading of a diversified portfolio of
commodity interests, generally including commodity options and commodity futures
contracts on United States exchanges and certain foreign exchanges. The
Partnership may trade commodity futures and options contracts of any kind but
intends initially to trade solely energy and energy related products. In
addition, the Partnership may enter into swap contracts on energy related
products. The commodity interests that are traded by the Partnership are
volatile and involve a high degree of market risk.
Between February 12, 1998 (commencement of the offering period) and
March 15, 1998, 49,538 Units of limited partnership interest were sold at $1,000
per Unit. The proceeds of the offering were held in an escrow account until
March 16, 1998, at which time they were turned over to the Partnership for
trading.
Smith Barney Futures Management LLC acts as the general partner (the
"General Partner") of the Partnership. The General Partner changed its form of
organization from a corporation to a limited liability company. The
Partnership=s commodity broker is Salomon Smith Barney Inc.("SSB"). SSB is an
affiliate of the General Partner. The General Partner is wholly owned by Salomon
Smith Barney Holdings Inc. ("SSBH"), which is the sole owner of SSB. SSBH is a
wholly owned subsidiary of Citigroup Inc. All trading decisions are made by AAA
Capital Management LLC (the "Advisor").
The accompanying financial statements are unaudited but, in the opinion
of management, include all adjustments, (consisting only of normal recurring
adjustments), necessary for a fair presentation of the Partnership's financial
condition at September 30, 1999 and December 31, 1998 (unaudited) and the
results of its operations for the three months ended September 30, 1999 and
1998, the nine months ended September 30, 1999 and the period from January 5,
1998 (date the Partnership was organized) to September 30, 1998. These financial
statements present the results of interim periods and do not include all
disclosures normally provided in annual financial statements. It is suggested
that these financial statements be read in conjunction with the financial
statements and notes included in the Partnership=s annual report on Form 10
filed with the Securities and Exchange Commission for the year ended December
31, 1998.
5
<PAGE>
Due to the nature of commodity trading, the results of operations for
the interim periods presented should not be considered indicative of the results
that may be expected for the entire year.
6
<PAGE>
2. Net Asset Value Per Unit:
Changes in net asset value per Unit for the three months ended
September 30, 1999 and 1998, the nine months ended September 30, 1999 and the
period from January 5, 1998 (date the Partnership was organized) to September
30, 1998 were as follows:
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 5, 1998
(date the Partnership
THREE MONTHS NINE MONTHS was organized)
ENDED ENDED to
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net realized and unrealized
gains (losses) $ (146.90)$ 150.99 $ 131.49 $ 124.36
Interest income 13.78 9.85 38.90 21.06
Expenses 23.29 (5.69) (44.00) (13.22)
--------- --------- --------- ---------
Increase (decrease) for
Period (109.83) 155.15 126.39 132.20
Net Asset Value per Unit,
Beginning of period 1,420.55 977.05 1,184.33 1,000.00
--------- --------- --------- ---------
Net Asset Value per Unit,
End of Period $ 1,310.72 $ 1,132.20 $ 1,310.72 $ 1,132.20
========= ========= ========= =========
</TABLE>
7
<PAGE>
3. Trading Activities:
The Partnership was formed for the purpose of trading contracts in a
variety of commodity interests, including derivative financial instruments and
derivative commodity instruments. The results of the Partnership's trading
activity are shown in the statements of income and expenses.
The Customer Agreement between the Partnership and SSB gives the
Partnership the legal right to net unrealized gains and losses.
All of the commodity interests owned by the Partnership are held for
trading purposes. The fair value of these commodity interests, including options
and swaps thereon, if applicable, at September 30, 1999 and December 31, 1998
was $(17,341,127) and $10,233,146 and the average fair value of months with net
gains was $4,974,258 and $6,022,877, respectively, and the average fair value of
months with net losses was $13,026,969 and $4,052,431, respectively, during the
periods then ended, based on a monthly calculation.
4. Financial Instrument Risk:
The Partnership is party to financial instruments with off-balance
sheet risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
may include forwards, futures and options, whose value is based upon an
underlying asset, index, or reference rate, and generally represent future
commitments to exchange currencies or cash flows, to purchase or sell other
financial instruments at specific terms at specified future dates, or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, through physical delivery or with another financial instrument.
These instruments may be traded on an exchange or over-the-counter ("OTC").
Exchange traded instruments are standardized and include futures and certain
option contracts. OTC contracts are negotiated between contracting parties and
include forwards and certain options. Each of these instruments is subject to
various risks similar to those related to the underlying financial instruments
including market and credit risk. In general, the risks associated with OTC
contracts are greater than those associated with exchange traded instruments
because of the greater risk of default by the counterparty to an OTC contract.
8
<PAGE>
Market risk is the potential for changes in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in commodity or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.
Credit risk is the possibility that a loss may occur due to the failure
of a counterparty to perform according to the terms of a contract. Credit risk
with respect to exchange traded instruments is reduced to the extent that an
exchange or clearing organization acts as a counterparty to the transactions.
The Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts recognized in the statement of financial condition and
not represented by the contract or notional amounts of the instruments. The
Partnership has concentration risk because the sole counterparty or broker with
respect to the Partnership's assets is SSB. As of September 30, 1999, the only
counterparties to the Partnership's swap contracts were Citibank, N.A. which is
affiliated with the Partnership and Morgan Stanley Capital Group Inc.
The General Partner monitors and controls the Partnership's risk
exposure on a daily basis through financial, credit and risk management
monitoring systems and, accordingly believes that it has effective procedures
for evaluating and limiting the credit and market risks to which the Partnership
is subject. These monitoring systems allow the General Partner to statistically
analyze actual trading results with risk adjusted performance indicators and
correlation statistics. In addition, on-line monitoring systems provide account
analysis of futures, forwards and options positions by sector, margin
requirements, gain and loss transactions and collateral positions.
The notional or contractual amounts of these instruments, while not
recorded in the financial statements, reflect the extent of the Partnership's
involvement in these instruments.
9
<PAGE>
At September 30, 1999, the notional or contractual amounts of the
Partnership's commitment to purchase and sell these instruments was $753,197,803
and $575,821,343, respectively, as detailed below. All of these instruments
mature within one year of September 30, 1999. However, due to the nature of the
Partnership=s business, these instruments may not be held to maturity. At
September 30, 1999, the fair value of the Partnership=s derivatives, including
options thereon, if applicable, was $(17,341,127), as detailed below.
SEPTEMBER 30, 1999
(Unaudited)
NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS
TO PURCHASE TO SELL FAIR VALUE
Energy $622,995,628 $499,843,505 $(13,688,479)
Energy Swaps 130,202,175 62,555,150 (3,466,585)
Indices -- 13,422,688 (186,063)
------------ ------------ ------------
Totals $753,197,803 $575,821,343 $(17,341,127)
============ ============ ============
At December 31, 1998, the notional or contractual amounts of the
Partnership's commitment to purchase and sell these instruments was $175,493,309
and $151,251,090, respectively, and, the fair value of the Partnership=s
derivatives, including options thereon, if applicable, was $10,233,146, as
detailed below.
DECEMBER 31,1998
(Unaudited)
NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS
TO PURCHASE TO SELL FAIR VALUE
Energy $160,941,944 $147,860,010 $ 9,604,751
Energy Swaps 9,818,065 3,391,080 606,945
Indices 4,733,300 -- 21,450
------------ ------------ ------------
Totals $175,493,309 $151,251,090 $ 10,233,146
============ ============ ============
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
The Partnership does not engage in the sale of goods or services. Its
only assets are its equity in its commodity futures trading account, consisting
of cash and cash equivalents, net unrealized appreciation (depreciation) on open
futures and forward contracts, commodity options and interest receivable.
Because of the low margin deposits normally required in commodity futures
trading, relatively small price movements may result in substantial losses to
the Partnership. While substantial losses could lead to a substantial decrease
in liquidity, no such losses occurred in the Partnership's third quarter of
1999.
The Partnership's capital consists of capital contributions, as
increased or decreased by gains or losses on commodity futures trading and
expenses, interest income, redemptions of Units and distributions of profits, if
any.
For the nine months ended September 30, 1999, Partnership capital
increased 6.7% from $79,727,340 to $85,070,695. This increase was attributable
to net income from operations of $9,915,760 partially offset by the redemption
of 2,414.3715 Units resulting in an outflow of $3,098,628. Future redemptions
can impact the amount of funds available for investments in commodity contract
position in subsequent periods.
Risk of Computer System Failure (Year 2000 Issue)
The Year 2000 issue is the result of existing computers in many
businesses using only two digits to identify a year in the date field. These
computers and programs, often referred to as "information technology," were
designed and developed without considering the impact of the upcoming change in
the century. If not corrected, many computer applications could fail or create
erroneous results at the Year 2000. Such systems and processes are dependent on
correctly identifying dates in the next century.
The General Partner administers the business of the Partnership through
various systems and processes maintained by SSBH and SSB. In addition, the
operation of the Partnership is dependent on the capability of the Partnership's
Advisors, the brokers and exchanges through which the Advisors trade, and other
third parties to prepare adequately for the Year 2000 impact on their systems
and processes. The Partnership itself has no systems or information technology
applications relevant to its operations.
The General Partner, SSB, SSBH and their parent organization Citigroup
Inc. have undertaken a comprehensive, firm-wide evaluation of both internal and
external systems (systems related to third parties) to determine the specific
11
<PAGE>
modifications needed to prepare for the year 2000. The combined Year 2000
program in SSB is expected to cost approximately $140 million over the four
years from 1996 through 1999, and has involved over 450 people. As of June 30,
1999, SSB has completed all compliance and certification work.
The systems and components supporting the General Partner's business
that require remediation have been brought into Year 2000 compliance. Final
testing and certification was completed as of June 30, 1999.
This expenditure and the General Partner's resources dedicated to the
preparation for Year 2000 do not and will not have a material impact on the
operation or results of the Partnership.
The General Partner has received statements from the Advisors that they
have completed their Year 2000 remediation programs.
The most likely and most significant risk to the Partnership associated
with the lack of Year 2000 readiness is the failure of outside organizations,
including the commodities exchanges, clearing organizations, or regulators with
which the Partnership interacts to resolve their Year 2000 issues in a timely
manner. This risk could involve the inability to determine the value of the
Partnership at some point in time and would make effecting purchases or
redemptions of Units in the Partnership infeasible until such valuation was
determinable.
SSB has successfully participated in industry-wide testing including:
The Streetwide Beta Testing organized by the Securities Industry Association
(SIA), a government securities clearing test with the Federal Reserve Bank of
New York, The Depository Trust Company, and The Bank of New York, and the
Futures Industry Association participants test. The firm also participated in
the streetwide testing that was conducted from March through May 1999.
It is possible that problems may occur that would require some time to
repair. Moreover, it is possible that problems will occur outside SSBH and the
General Partner for which SSBH or the General Partner could experience a
secondary effect. Consequently, SSBH and the General Partner have prepared
comprehensive, written contingency plans so that alternative procedures and a
framework for critical decisions are defined before any potential crisis occurs.
The goal of year 2000 contingency planning is a set of alternate
procedures to be used in the event of a critical system failure by a supplier or
counterparty. Planning work was completed in January 1999, and testing of
alternative procedures will be completed in the third and fourth quarters of
1999.
12
<PAGE>
Results of Operations
During the Partnership's third quarter of 1999, the net asset value per
unit decreased 7.7% from $1,420.55 to $1,310.72, as compared to an increase of
15.9% in the third quarter of 1998. The Partnership experienced a net trading
loss before brokerage commissions and related fees in the third quarter of 1999
of $5,437,692. These losses were primarily attributable to the trading of
commodity futures in indices and energy contracts. The Partnership experienced a
net trading gain before brokerage commissions and related fees in the third
quarter of 1998 of $11,629,200. Gains were primarily attributable to the trading
of energy contracts.
Commodity futures markets are highly volatile. Broad price
fluctuations and rapid inflation increase the risks involved in commodity
trading, but also increase the possibility of profit. The profitability of the
Partnership depends on the existence of major price trends and the ability of
the Advisors to identify correctly those price trends. Price trends are
influenced by, among other things, changing supply and demand relationships,
weather, governmental, agricultural, commercial and trade programs and policies,
national and international political and economic events and changes in interest
rates. To the extent that market trends exist and the Advisors are able to
identify them, the Partnership expects to increase capital through operations.
Interest income on 80% of the Partnership's daily average equity
maintained in cash was earned at a 30-day U.S. Treasury bill rate determined
weekly by SSB based on the average non-competitive yield on 3-month U.S.
Treasury bills maturing in 30 days. Interest income for the three and nine
months ended September 30, 1999 increased by $242,739 and $1,179,533,
respectively, as compared to the corresponding periods in 1998.
Brokerage commissions are based on the number of trades executed by
the Advisor. Commissions and fees for the three and nine months ended September
30, 1999 increased by $2,529,929 and $5,851,599, respectively, as compared to
the corresponding periods in 1998.
Management fees are calculated as a percentage of the Partnership's
net asset value as of the end of each month and are affected by trading
performance and redemptions. Management fees for the three and nine months ended
September 30, 1999 increased by $121,018 and $678,255, respectively, as compared
to the corresponding periods in 1998.
13
<PAGE>
Item. 3 Quantitative and Qualitative Disclosures of Market Risk
The Partnership is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership'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 Partnership's main line of business.
Market movements result in frequent changes in the fair market value of
the Partnership's open positions and, consequently, in its earnings and cash
flow. The Partnership'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 Partnership's open positions and the liquidity
of the markets in which it trades.
The Partnership 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 future market scenario will affect performance, and
the Partnership's past performance is not necessarily indicative of its future
results.
Value at Risk is a measure of the maximum amount which the Partnership
could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets traded by the Partnership of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership'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 Partnership's losses in any market sector will be
limited to Value at Risk or by the Partnership's attempts to manage its market
risk.
14
<PAGE>
The following table indicates the trading Value at Risk associated with
the Partnership's open positions by market category as of September 30, 1999.
All open position trading risk exposures of the Partnership have been included
in calculating the figures set forth below. As of September 30, 1999, the
Partnership's total capitalization was $85,070,695. There has been no material
change in the trading Value at Risk information previously disclosed in the Form
10-K for the year ended December 31, 1998.
September 30, 1999
(Unaudited)
% of Total
Market Sector Value at Risk Capitalization
Energy $17,697,407 20.80%
Energy Swaps 8,104,452 9.53%
Indices 256,500 0.30%
----------- ------
Total $26,058,359 30.63%
=========== =====
15
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
For information concerning the suit filed by Harris Trust and Savings
Bank (as trustee for Ameritech Pension Trust) and others against Salomon
Brothers Inc., and Salomon Brothers Realty Corporation, see the description that
appears in the second and third paragraphs under the caption Item 3. "Legal
Proceedings" on Form 10-K for the year ended December 31, 1998. In October 1999,
plaintiffs filed a petition for certiorari with the U. S. Supreme Court. The
petition seeks review of the U.S. Court of Appeals for the Seventh Circuit's
decision reversing the denial of defendants' motion for summary judgment and
dismissing the sole remaining ERISA claim against the Company.
For information concerning a purported class action in Florida against
numerous broker-dealers including Salomon Smith Barney Inc. ("SSB"), see the
description that appears in the sixth paragraph under the caption Item 3. "Legal
Proceedings" on Form 10-K for the year ending December 31, 1998. In October
1999, plaintiff filed a second amended complaint.
In March 1999, a complaint seeking in excess of $250 million was filed
by a hedge fund and its investment advisor against SSB in the Supreme Court of
the State of New York, County of New York (MKP Master Fund, LDC et al. v.
Salomon Smith Barney Inc.). Plaintiffs allege that, while acting as their prime
broker SSB breached its contracts with plaintiffs, converted plaintiffs' monies,
and engaged in tortious conduct, including breaching its fiduciary duties. In
October 1999, the Court granted in part and denied in part SSB's motion to
dismiss the complaint. The court dismissed plaintiffs' tort claims, including
the breach of fiduciary duty claims, but allowed the breach of contract and
conversion claims to stand. The Company intends to contest this lawsuit
vigorously.
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K - None
16
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SMITH BARNEY AAA ENERGY FUND L.P.
By: Smith Barney Futures Management LLC
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 11/12/99
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: Smith Barney Futures Management LLC
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 11/12/99
By /s/ Daniel A. Dantuono
Daniel A. Dantuono
Chief Financial Officer and
Director
Date: 11/12/99
17
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001057051
<NAME> Smith Barney AAA Energy Fund L.P.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 105,453,898
<SECURITIES> 9,568,468
<RECEIVABLES> 257,510
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 115,279,876
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 115,279,876
<CURRENT-LIABILITIES> 30,209,181
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 85,070,695
<TOTAL-LIABILITY-AND-EQUITY> 115,279,876
<SALES> 0
<TOTAL-REVENUES> 11,365,394
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,449,634
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 9,915,760
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,915,760
<EPS-BASIC> 126.39
<EPS-DILUTED> 0
</TABLE>
