WYNSTONE PARTNERS LP
N-30D, 1999-03-01
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                             WYNSTONE PARTNERS, L.P.

                              FINANCIAL STATEMENTS

                       WITH REPORT OF INDEPENDENT AUDITORS

                          PERIOD FROM NOVEMBER 16, 1998
                          (COMMENCEMENT OF OPERATIONS)
                              TO DECEMBER 31, 1998














<PAGE>


                                                              



                             WYNSTONE PARTNERS, L.P.

                              FINANCIAL STATEMENTS


           PERIOD FROM NOVEMBER 16, 1998 (COMMENCEMENT OF OPERATIONS)
                              TO DECEMBER 31, 1998







                                    CONTENTS




Report of Independent Auditors.............................................    1
Statement of Assets, Liabilities and Partners' Capital.....................    2
Statement of Operations....................................................    3
Statement of Changes in Partners' Capital - Net Assets.....................    4
Notes to Financial Statements..............................................    5
Schedule of Portfolio Investments..........................................   14
Schedule of Securities Sold, Not Yet Purchased.............................   16
Schedule of Written Options................................................   17

<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

To the Partners of
Wynstone Partners, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital of  Wynstone  Partners,  L.P.,  including  the  schedules  of  portfolio
investments,  securities  sold, not yet purchased,  and written  options,  as of
December 31,  1998,  and the related  statements  of  operations  and changes in
partners'   capital  -  net  assets  for  the  period  from  November  16,  1998
(commencement  of operations) to December 31, 1998.  These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  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. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the custodian.  An audit also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Wynstone  Partners,  L.P. at
December  31,  1998,  the  results  of its  operations,  and the  changes in its
partners' capital - net assets for the period from November 16, 1998 to December
31, 1998, in conformity with generally accepted accounting principles.


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                                           /S/ ERNST & YOUNG LLP

New York, New York
February 12, 1999

                                       1
<PAGE>

WYNSTONE PARTNERS, L.P.

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

                                                             DECEMBER 31, 1998
ASSETS

Cash                                                                  $6,230
Investments in securities, at market 
(identified cost - $5,542)                                             5,704
Dividends receivable                                                      14
Interest receivable                                                        5
                                                               --------------

     TOTAL ASSETS                                                     11,953
                                                               --------------

LIABILITIES

Due to broker                                                            788
Securities sold, not yet purchased, at market
(proceeds of sales - $163)                                               195
Outstanding options written, at value
(premiums received - $125)                                               114
Administration fee payable                                                 9
Accrued expenses                                                          99
                                                               --------------

     TOTAL LIABILITIES                                                 1,205
                                                               --------------

         NET ASSETS                                                  $10,748
                                                               ==============

PARTNERS' CAPITAL - NET ASSETS

Represented by:
Capital contributions                                                $10,675
Accumulated net investment loss                                          (72)
Accumulated net realized gain on investments                               5
Accumulated net unrealized appreciation on
investments                                                              140
                                                               --------------

     PARTNERS' CAPITAL - NET ASSETS                                  $10,748
                                                               ==============





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

                                       2
<PAGE>

WYNSTONE PARTNERS, L.P.

STATEMENT OF OPERATIONS (IN THOUSANDS)
- --------------------------------------------------------------------------------
                                                                                
                                                                 PERIOD FROM 
                                                              NOVEMBER 16, 1998 
                                                              (COMMENCEMENT OF 
                                                               OPERATIONS) TO
                                                             DECEMBER 31, 1998
                                                                 
INVESTMENT INCOME
     Interest                                                           $ 27
     Dividends                                                            16
                                                               --------------
                                                                          43
                                                               --------------
EXPENSES
     OPERATING EXPENSES:
         Professional fees                                                75
         Investor servicing and accounting fee                            12
         Administration fee                                               10
         Insurance expense                                                 8
         Individual General Partners' fees and expenses                    6
         Custodian fees                                                    1
         Miscellaneous                                                     3
                                                               --------------

         TOTAL EXPENSES                                                  115
                                                               --------------

         NET INVESTMENT LOSS                                             (72)
                                                               --------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
     REALIZED GAIN ON INVESTMENTS:
         Investment securities                                             1
         Written options                                                   4
                                                               --------------

     NET REALIZED GAIN ON INVESTMENTS                                      5
                                                               --------------

     NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS                140
                                                               --------------

         NET REALIZED AND UNREALIZED GAIN                                145
                                                               --------------

     INCREASE IN PARTNERS' CAPITAL DERIVED 
     FROM INVESTMENT ACTIVITIES                                         $ 73
                                                               ==============

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

                                       3
<PAGE>


WYNSTONE PARTNERS, L.P.

STATEMENT OF CHANGES IN PARTNERS' CAPITAL - NET ASSETS (IN THOUSANDS)
- --------------------------------------------------------------------------------
                                                                                
                                                                PERIOD FROM 
                                                             NOVEMBER 16, 1998
                                                             (COMMENCEMENT OF 
                                                               OPERATIONS) TO 
                                                             DECEMBER 31, 1998

FROM INVESTMENT ACTIVITIES

     Net investment loss                                           $   (72)
     Net realized gain on investments                                    5
     Net change in unrealized appreciation on 
     investments                                                       140
                                                                   -------

         INCREASE IN PARTNERS' CAPITAL
            DERIVED FROM INVESTMENT ACTIVITIES                          73

PARTNERS' CAPITAL TRANSACTIONS

     Capital contributions                                          10,675
                                                                   -------

         INCREASE IN PARTNERS' CAPITAL DERIVED
            FROM CAPITAL TRANSACTIONS                               10,675

         PARTNERS' CAPITAL AT BEGINNING OF PERIOD                        0
                                                                   -------

         PARTNERS' CAPITAL AT END OF PERIOD                        $10,748
                                                                   =======


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

                                       4
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998
- --------------------------------------------------------------------------------



     1.  ORGANIZATION

         Wynstone  Partners,  L.P. (the  "Partnership")  was organized under the
         Delaware  Revised Uniform  Limited  Partnership Act on August 13, 1998.
         The Partnership is registered under the Investment  Company Act of 1940
         (the  "Act") as a  closed-end,  non-diversified  management  investment
         company.  The Partnership's term is perpetual unless the Partnership is
         otherwise  terminated  under  the  terms  of  the  Limited  Partnership
         Agreement. The Partnership's investment objective is to achieve capital
         appreciation.  The  Partnership  pursues  this  objective  by investing
         principally  in equity  securities  of U.S.  companies  engaged  in the
         financial  services  industry,  but it may also invest up to 25% of the
         value  of its  total  assets  in the  securities  of  foreign  issuers,
         including  depository receipts relating to foreign  securities.  Except
         during periods of adverse market  conditions in the financial  services
         industry or in the U.S. equity market  generally,  the Partnership will
         invest  more  than 25% of the  value of its  total  assets  in  issuers
         engaged  in  the  financial   services   industry.   The  Partnership's
         investments may include long and short positions in equity  securities,
         fixed-income securities, and various derivatives,  including options on
         securities and stock index options.

         There are three  "Individual  General  Partners" and an "Adviser." CIBC
         Oppenheimer  Advisers,  L.L.C.  serves as the investment adviser of the
         Partnership   and  is  responsible   for  managing  the   Partnership's
         investment  portfolio.  CIBC  Oppenheimer  Corp.  ("CIBC  Opco") is the
         managing  member and  controlling  person of the  Adviser and KBW Asset
         Management  Inc.  ("KBWAM")  is a  non-managing  member of the Adviser.
         Investment   professionals   employed   by  KBWAM   will   manage   the
         Partnership's  investment  portfolio of behalf of the Adviser under the
         supervision of CIBC Opco.

         The  acceptance of initial and additional  contributions  is subject to
         approval by the Individual  General Partners.  The Partnership may from
         time to time offer to repurchase  interests pursuant to written tenders
         by Partners.  Such  repurchases  will be made at such times and on such
         terms as may be determined by the Individual General Partners, in their
         complete and exclusive  discretion.  The Adviser expects that generally
         it  will  recommend  to  the  Individual   General  Partners  that  the
         Partnership   repurchase   interests  from  Partners  twice  each  year
         effective at the end of the second fiscal  quarter and again at the end
         of the year.


     2.  SIGNIFICANT ACCOUNTING POLICIES

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles requires the Adviser to make estimates
         and  assumptions  that  affect the amounts  reported  in the  financial
         statements and accompanying notes. The Adviser believes that

                                       5
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998
- --------------------------------------------------------------------------------

     2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         the  estimates  utilized  in  preparing  the  Partnership's   financial
         statements are reasonable  and prudent;  however,  actual results could
         differ from these estimates.

              A.  PORTFOLIO VALUATION

              Securities  transactions,  including related revenue and expenses,
              are recorded on a trade-date  basis and  dividends are recorded on
              an  ex-dividend  date  basis.  Interest  income is recorded on the
              accrual basis.

              Domestic  exchange traded or NASDAQ listed equity  securities will
              be valued at their last  composite  sale prices as reported on the
              exchanges  where such  securities are traded.  If no sales of such
              securities are reported on a particular  day, the securities  will
              be valued  based upon their  composite  bid prices for  securities
              held long,  or their  composite  ask prices  for  securities  held
              short,  as  reported  by such  exchanges.  Securities  traded on a
              foreign  securities  exchange  will be valued  at their  last sale
              prices on the exchange where such securities are primarily traded,
              or in the absence of a reported sale on a particular day, at their
              bid prices (in the case of securities held long) or ask prices (in
              the case of securities  held short) as reported by such  exchange.
              Listed  options will be valued using last sales prices as reported
              by the exchange  with the highest  reported  daily volume for such
              options  or, in the absence of any sales on a  particular  day, at
              their bid prices as  reported  by the  exchange  with the  highest
              volume on the last day a trade was reported.  Other securities for
              which market  quotations  are readily  available will be valued at
              their bid  prices (or ask  prices in the case of  securities  held
              short) as obtained  from one or more  dealers  making  markets for
              such securities.  If market quotations are not readily  available,
              securities  and  other  assets  will be  valued  at fair  value as
              determined  in good  faith by, or under the  supervision  of,  the
              Individual General Partners.

              Debt  securities  will be valued in accordance with the procedures
              described above, which with respect to such securities may include
              the use of valuations furnished by a pricing service which employs
              a matrix to  determine  valuation  for normal  institutional  size
              trading units. The Individual  General Partners will  periodically
              monitor  the  reasonableness  of  valuations  provided by any such
              pricing service.  Debt securities with remaining  maturities of 60
              days or less  will,  absent  unusual  circumstances,  be valued at
              amortized  cost,  so long as such  valuation is  determined by the
              Individual General Partners to represent fair value.

                                       6
<PAGE>


WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------



     2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              A. PORTFOLIO VALUATION (CONTINUED)

              All  assets  and  liabilities   initially   expressed  in  foreign
              currencies  will be  converted  into U.S.  dollars  using  foreign
              exchange rates provided by a pricing  service  compiled as of 4:00
              p.m.  London  time.  Trading in foreign  securities  generally  is
              completed, and the values of such securities are determined, prior
              to the close of securities  markets in the U.S.  Foreign  exchange
              rates are also determined prior to such close.

              On occasion,  the values of such securities and exchange rates may
              be  affected by events  occurring  between the time such values or
              exchange  rates  are  determined  and the time  that the net asset
              value  of  the   Partnership  is  determined.   When  such  events
              materially affect the values of securities held by the Partnership
              or its liabilities, such securities and liabilities will be valued
              at fair  value as  determined  in good  faith  by,  or  under  the
              supervision of, the Individual General Partners.

              B.  INCOME TAXES

              No Federal,  state or local  income  taxes will be provided on the
              profits of the  Partnership  since the partners  are  individually
              liable for their share of the Partnership's income.

     3.  ADMINISTRATION FEE, RELATED PARTY TRANSACTIONS AND OTHER

         CIBC Opco provides certain  administrative  services to the Partnership
         including, among other things, providing office space and other support
         services  to the  Partnership.  In  exchange  for  such  services,  the
         Partnership pays CIBC Opco a monthly  administration fee of .08333% (1%
         on an annualized  basis) of the  Partnership's net assets determined as
         of the beginning of the month.

         During  the  period  ended  December  31,  1998,  CIBC  Opco  earned no
         brokerage commissions from portfolio transactions executed on behalf of
         the Partnership. Keefe, Bruyette & Woods, Inc., an affiliated broker of
         KBWAM,   earned  $2,586  in  brokerage   commissions   from   portfolio
         transactions executed on behalf of the Partnership.

         The  Adviser  of the  Partnership  will serve as the  Special  Advisory
         Limited Partner of the

                                       7
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------

     3.  ADMINISTRATION FEE, RELATED PARTY TRANSACTIONS AND OTHER (CONTINUED)

         Partnership.  In such capacity, the Adviser will be entitled to receive
         an incentive  allocation (the "Incentive  Allocation"),  charged to the
         capital  account  of each  Limited  Partner  as of the last day of each
         allocation  period, of 20% of the amount by which net profits,  if any,
         exceed the positive  balance in the Limited  Partner's  "loss  recovery
         account."  The  Incentive  Allocation  will be  credited to the Special
         Advisory  Account of the Adviser.  During the period ended December 31,
         1998, Incentive Allocation to the Special Advisory Account was $21,899.

         Each Independent  Individual  General Partner who is not an "interested
         person" of the Partnership,  as defined by the Act,  receives an annual
         retainer of $5,000 plus a fee for each meeting attended. Any Individual
         General  Partner  who is an  "interested  person"  does not receive any
         annual  or other  fees from the  Partnership.  All  Individual  General
         Partners  are  reimbursed  by  the   Partnership   for  all  reasonable
         out-of-pocket expenses incurred by them in performing their duties. For
         the period from  November 16, 1998 to December  31, 1998,  fees paid to
         the Individual General Partners  (including meeting fees and a pro-rata
         annual retainer) and expenses totaled $5,686.

         The Chase  Manhattan  Bank  serves as  Custodian  of the  Partnership's
         assets.

         PFPC Inc.  serves as  Investor  Services  and  Accounting  Agent to the
         Partnership,   and  in  that  capacity  provides  certain   accounting,
         recordkeeping, tax and investor related services.

     4.  SECURITIES TRANSACTIONS

         Aggregate  purchases  and  sales of  investment  securities,  excluding
         short-term  securities,  for  the  period  from  November  16,  1998 to
         December 31, 1998, amounted to $5,919,533 and $382,480, respectively.

         At December 31, 1998,  the cost of  investments  for Federal income tax
         purposes was substantially the same as the cost for financial reporting
         purposes. At December 31, 1998, accumulated net unrealized appreciation
         on investments  was $139,860,  consisting of $268,723 gross  unrealized
         appreciation and $128,863 gross unrealized depreciation.

         Due to  broker  primarily  represents  receivables  and  payables  from
         unsettled security trades and short sales.

                                       8
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------

     5.  SHORT-TERM BORROWINGS

         The  Partnership  has the  ability  to trade  on  margin  and,  in that
         connection,   borrow  funds  from  brokers  and  banks  for  investment
         purposes.  Trading in equity  securities on margin  involves an initial
         cash requirement representing at least 50% of the underlying security's
         value  with  respect  to  transactions  in  U.S.  markets  and  varying
         percentages  with respect to transactions in foreign  markets.  The Act
         requires the  Partnership to satisfy an asset  coverage  requirement of
         300% of its indebtedness,  including amounts borrowed,  measured at the
         time the Partnership  incurs the indebtedness.  As of December 31, 1998
         and  for  the  period  then  ended,   the  Partnership  had  no  margin
         borrowings.   The  Partnership  pays  interest  on  outstanding  margin
         borrowings at an annualized  rate of LIBOR plus .875%.  The Partnership
         pledges securities as collateral for the margin  borrowings,  which are
         maintained in a segregated account held by the Custodian.

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

         In the normal  course of business,  the  Partnership  may trade various
         financial instruments and enter into various investment activities with
         off-balance  sheet risk.  These financial  instruments  include forward
         contracts,   options  and  sales  of  securities   not  yet  purchased.
         Generally,  these financial instruments represent future commitments to
         purchase  or sell other  financial  instruments  at  specific  terms at
         specified future dates.  Each of these financial  instruments  contains
         varying degrees of off-balance sheet risk whereby changes in the market
         value of the securities  underlying the financial instruments may be in
         excess  of  the  amounts   recognized   in  the  statement  of  assets,
         liabilities and partners' capital.

         The  Partnership  maintains  cash in bank deposit  accounts  which,  at
         times,  may exceed  federally  insured limits.  The Partnership has not
         experienced  any  losses in such  accounts  and does not  believe it is
         exposed to any significant credit risk on cash.

         Securities  sold,  not  yet  purchased  represent  obligations  of  the
         Partnership  to deliver  specified  securities  and  thereby  creates a
         liability  to  purchase  such  securities  in the market at  prevailing
         prices.  Accordingly,  these  transactions  result in off-balance sheet
         risk as the  Partnership's  ultimate  obligation to satisfy the sale of
         securities  sold, not yet purchased may exceed the amount  indicated in
         the statement of assets, liabilities and partners' capital.


                                       9
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------

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

         The risk  associated  with purchasing an option is that the Partnership
         pays a premium  whether or not the option is  exercised.  Additionally,
         the Partnership  bears the risk of loss of premium and change in market
         value should the counterparty  not perform under the contract.  Put and
         call  options  purchased  are  accounted  for in  the  same  manner  as
         investment  securities.  As of and for the period  ended  December  31,
         1998, the  Partnership  purchased 20 put option  contracts at a cost of
         $4,060.

         When the  Partnership  writes an option,  the  premium  received by the
         Partnership is recorded as a liability and is subsequently  adjusted to
         the current  market  value of the option  written.  If a call option is
         exercised,  the premium is added to the  proceeds  from the sale of the
         underlying  security or currency in determining whether the Partnership
         has  realized a gain or loss.  In writing  an option,  the  Partnership
         bears  the  market  risk of an  unfavorable  change in the price of the
         security or currency underlying the written option.

         Exercise of an option  written by the  Partnership  could result in the
         Partnership  selling  or  buying  a  security  or  currency  at a price
         different from the current market value.

         Transactions in written options were as follows:

                               CALL OPTIONS                  PUT OPTIONS 
                          ---------------------       ----------------------    
                           NUMBER       AMOUNT          NUMBER       AMOUNT
                        OF CONTRACTS  OF PREMIUM     OF CONTRACTS  OF PREMIUM
                        ------------  ----------     ------------  ---------- 
 Beginning balance                0   $      0             0        $      0
 Options purchased               50     14,037           775         124,144
 Options closed                 (21)    (5,318)         ( 10)         (3,970)
 Expired options                 (0)        (0)         ( 30)         (4,160)
                          ----------  ---------       -------     -----------
 Options outstanding at
 December 31, 1998               29   $  8,719           735       $ 116,014  
                          ==========  =========       =======     ===========


                                       10
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------

      7. FINANCIAL INSTRUMENTS HELD OR ISSUED FOR TRADING PURPOSES

         The  Partnership   maintains   positions  in  a  variety  of  financial
         instruments.  The  following  table  summarizes  the  components of net
         realized and unrealized gains from investment transactions:


                                      NET GAINS
                                FOR THE PERIOD ENDED
                                  DECEMBER 31, 1998       
                                --------------------   
           Equity securities         $    129,441
           Equity options                     690
           Written options                 14,703
                                     ------------
                                     $    144,834


         The following table presents the market values of derivative  financial
         instruments and the average market values of those instruments:


                                                         AVERAGE MARKET VALUE
                                MARKET VALUE AT          FOR THE PERIOD ENDED
                               DECEMBER 31, 1998           DECEMBER 31, 1998    
                               -----------------       -------------------------
        ASSETS:
           Equity options               $4,750                      $2,375

        LIABILITIES:
           Written options            (114,190)                    (68,439)

         Average market values  presented above are based upon month-end  market
         values during the period ended December 31, 1998.


                                       11
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------

     8.  SELECTED FINANCIAL RATIOS AND OTHER SUPPLEMENTAL INFORMATION

         The  following  represents  the ratios to average  net assets and other
         supplemental information for the period indicated:

                                                              NOVEMBER 16, 1998
                                                              (COMMENCEMENT OF
                                                               OPERATIONS) TO
                                                              DECEMBER 31, 1998 

           Ratio of net investment loss to average net assets       (8.39%) *
           Ratio of operating expenses to average net assets        13.39% *
           Portfolio turnover rate                                  10.75%
           Average commission rate paid                             $0.0600 **
           Total return                                             (1.40%) ***



         *    Annualized.
         **   Average commission rate paid on purchases and sales of investment 
              securities held long.
         ***  Total return assumes a purchase of a Limited Partnership  interest
              in the  Partnership on the first day and a sale of the Partnership
              interest  on the last day of the period  noted,  before  incentive
              allocation to the Special Advisory Limited Partner,  if any. Total
              returns for a period of less than a full year are not annualized.

     9.  SUBSEQUENT EVENT

         On January 1, 1999, the Partnership received additional Limited Partner
         capital contributions of approximately $2,000,000.


    10.  YEAR 2000 (UNAUDITED)

         Like other investment companies,  financial and business  organizations
         around the world,  the Partnership  could be adversely  affected if the
         computer  systems it uses and those used by the  Partnership's  brokers
         and other major service providers do not properly process and calculate
         date-related  information and data from and after January 1, 2000. This
         is commonly known as the "Year 2000 Issue."


                                       12
<PAGE>

WYNSTONE PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENT - DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------

    10.  YEAR 2000 (UNAUDITED) (CONTINUED)

         The  Partnership  has  assessed  its  computer  systems and the systems
         compliance issues of its brokers and other major service providers. The
         Partnership has taken steps that it believes are reasonably designed to
         address  the Year 2000 Issue with  respect to the  computer  systems it
         uses and has obtained satisfactory assurances that comparable steps are
         being taken by its brokers and other major service  providers.  At this
         time,  however,  there can be no  assurance  that  these  steps will be
         sufficient  to  address  all Year 2000  Issues.  The  inability  of the
         Partnership  or its  third  party  providers  to  timely  complete  all
         necessary  procedures  to  address  the Year 2000  Issue  could  have a
         material  adverse effect on the  Partnership's  operations.  Management
         will  continue to monitor the status of and its exposure to this issue.
         For the period ended  December 31, 1998,  the  Partnership  incurred no
         Year 2000 related expenses, and it does not expect to incur significant
         Year 2000 expenses in the future.

         The Partnership intends to develop contingency plans intended to ensure
         that  third  party   non-compliance  will  not  materially  affect  the
         Partnership's operations.

                                       13
<PAGE>

WYNSTONE PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS
- --------------------------------------------------------------------------------

                                                              DECEMBER 31, 1998
                                                                 MARKET VALUE
Shares
           Common Stocks - 53.02%
             COMMERCIAL BANKS - CENTRAL US - 12.46%
10,000       Associated Banc-Corp                                      $ 341,880
 2,800       Cullen/Frost Bankers, Inc.         (a)                      153,650
14,000       First Midwest Bancorp, Inc.                                 532,882
18,000       Prime Bancshares, Inc.             (a)                      310,500
                                                             -------------------
                                                                       1,338,912
                                                             -------------------

             COMMERCIAL BANKS - EASTERN US - 6.31%
20,000       North Fork Bancorporation, Inc.    (a)                      478,760
10,000       People's Heritage Financial Group, Inc.                     200,000
                                                             -------------------
                                                                         678,760
                                                             -------------------

             COMMERCIAL BANKS - SOUTHERN US - 3.00%
 1,900       Colonial BancGroup, Inc.                                     22,800
 3,800       Compass Bancshares, Inc.           (a)                      144,639
 3,500       First American Corp.               (a)                      155,313
                                                             -------------------
                                                                         322,752
                                                             -------------------

             COMMERCIAL BANKS - WESTERN US - 0.74%
 3,400       First Security Corp.               (a)                       79,475
                                                             -------------------

             S&L/THRIFTS - CENTRAL US - 6.54%
20,000       Charter One Financial, Inc.                                 555,000
 6,400       Commercial Federal Corp.           (a)                      148,403
                                                             -------------------
                                                                         703,403
                                                             -------------------

             S&L/THRIFTS - EASTERN US - 14.48%
13,500       First Essex Bancorp, Inc.          (a)                      243,000
17,500       Reliance Bancorp, Inc.                                      486,728
25,000       Seacoast Financial Services Corp. *(a)                      256,250
40,000       Sovereign Bancorp, Inc.            (a)                      570,000
                                                             -------------------
                                                                       1,555,978
                                                             -------------------

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

                                       14
<PAGE>

WYNSTONE PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------

                                                            DECEMBER 31, 1998
                                                              MARKET VALUE
Shares
           COMMON STOCKS (CONTINUED)
             SUPER - REGIONAL BANKS - US - 9.49%
 4,400       Banc One Corp.                                            $ 224,677
10,000       Keycorp                                                     320,000
 7,000       U.S. Bancorp                                                248,500
 5,000       Union Planters Corp.                                        226,565
                                                            --------------------
                                                                       1,019,742
                                                            --------------------

             TOTAL COMMON STOCKS (COST $5,537,865)                     5,699,022
                                                            ====================



 NUMBER
of Contracts
          PUT OPTIONS - 0.05%
           COMMERCIAL BANKS - CENTRAL US - 0.05%
20          Firstar Corp., 1/16/99, $90.00                  \              4,750
                                                            --------------------

            TOTAL PUT OPTIONS (COST $4,060)                                4,750
                                                            ====================

            TOTAL INVESTMENTS (COST $5,541,925) - 53.07%               5,703,772
                                                            ====================

            OTHER ASSETS, LESS LIABILITIES - 46.93%                    5,044,697
                                                            --------------------
 
            NET ASSETS - 100%                                       $ 10,748,469
                                                            ====================





(a) Partially or wholly held in a pledged account by the Custodian as collateral
for open written options. 
*   Non-income producing security.


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

                                       15
<PAGE>



WYNSTONE PARTNERS, L.P.

SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED
- --------------------------------------------------------------------------------

                                                             DECEMBER 31, 1998
                                                                MARKET VALUE
Shares
          SHORT COMMON STOCK - (1.82%)
            COMMERCIAL BANKS - CENTRAL US - (1.82%)
2,100       Firstar Corp.                                            $ (195,300)
                                                            --------------------

            TOTAL SHORT COMMON STOCK (PROCEEDS $162,770)             $ (195,300)
                                                            ====================



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

                                       16
<PAGE>


WYNSTONE PARTNERS, L.P.

SCHEDULE OF WRITTEN OPTIONS
- --------------------------------------------------------------------------------

                                                               DECEMBER 31, 1998
                                                                 MARKET VALUE

  NUMBER
OF CONTRACTS
          WRITTEN CALL OPTIONS - (0.49%)
           COMMERCIAL BANKS - CENTRAL US - (0.49%)
 29        Firstar Corp., 1/16/99, $75.00                             $ (52,200)
                                                            --------------------

          TOTAL WRITTEN CALL OPTIONS (PROCEEDS $8,719)                  (52,200)
                                                            ====================

          WRITTEN PUT OPTIONS - (0.58%)
           COMMERCIAL BANKS - EASTERN US - (0.28%)
 50        North Fork Bancorporation, Inc., 2/20/99, $20.00              (1,875)
200        People's Heritage Financial Group, Inc.,
           2/20/99, $20.00                                              (23,760)
135        Summit Bancorp, 1/16/99, $40.00                               (4,226)
                                                            --------------------
                                                                        (29,861)
                                                            --------------------

          COMMERCIAL BANKS - SOUTHERN US - (0.03%)
 50       Colonial Bancgroup, Inc., 1/16/99, $12.50                      (3,440)
                                                            --------------------

          SUPER - REGIONAL BANKS - US - (0.27%)
 20       Banc One Corp., 1/16/99, $50.00                                (1,250)
100       Fleet Financial Group, Inc., 1/16/99, $40.00                   (1,250)
 50       Keycorp, 3/20/99, $30.00                                       (7,500)
 50       U.S. Bancorp, 1/16/99, $35.00                                  (3,750)
 30       U.S. Bancorp, 3/20/99, $30.00                                  (2,439)
 50       U.S. Bancorp, 3/20/99, $35.00                                 (12,500)
                                                            --------------------
                                                                        (28,689)
                                                            --------------------

          TOTAL WRITTEN PUT OPTIONS (PROCEEDS $116,014)                 (61,990)
                                                            ====================

          TOTAL OPTIONS WRITTEN (PROCEEDS $124,733)                  $ (114,190)
                                                            ====================




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

                                       17



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