WYNSTONE PARTNERS LP
N-30D, 1999-08-27
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                             WYNSTONE PARTNERS, L.P.

                              FINANCIAL STATEMENTS

                            FOR THE SIX MONTHS ENDED
                                  JUNE 30, 1999
                                   (UNAUDITED)















<PAGE>




                             WYNSTONE PARTNERS, L.P.

                              FINANCIAL STATEMENTS


                            FOR THE SIX MONTHS ENDED
                                  JUNE 30, 1999

                                   (UNAUDITED)







                                    CONTENTS





Statement of Assets, Liabilities and Partners' Capital...................... 1
Statement of Operations..................................................... 2
Statement of Changes in Partners' Capital - Net Assets...................... 3
Notes to Financial Statements............................................... 4
Results of Special Meeting..................................................12
Schedule of Portfolio Investments...........................................13
Schedule of Written Options.................................................16


<PAGE>
WYNSTONE PARTNERS, L.P.

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

                                                                JUNE 30, 1999
ASSETS                                                           (UNAUDITED)

Cash                                                                  $ 3,840
Investments in securities, at market (identified cost - $10,866)       11,682
Due from broker                                                           305
Dividends receivable                                                       18
Interest receivable                                                         3
Prepaid expenses                                                            7
                                                                      -------
      TOTAL ASSETS                                                     15,855
                                                                      -------

LIABILITIES

Outstanding options written, at value (premiums received - $436)          404
Management fee payable                                                     12
Payable to affiliate                                                       40
Accrued expenses                                                          207
                                                                      -------
      TOTAL LIABILITIES                                                   663
                                                                      -------

        NET ASSETS                                                    $15,192
                                                                      =======

PARTNERS' CAPITAL - NET ASSETS

Represented by:
Capital contributions - net                                           $14,203
Accumulated net investment loss                                          (193)
Accumulated net realized gain on investments                              334
Accumulated net unrealized appreciation                                   848
                                                                      -------

      PARTNERS' CAPITAL - NET ASSETS                                  $15,192
                                                                      =======






The accompanying notes are an integral part of these financial statements.
                                       -1-
<PAGE>



WYNSTONE PARTNERS, L.P.

STATEMENT OF OPERATIONS (IN THOUSANDS)
- ------------------------------------------------------------------------------

                                                              SIX MONTHS ENDED
                                                                JUNE 30, 1999
                                                                 (UNAUDITED)
INVESTMENT INCOME
   Interest                                                         $108
   Dividends                                                          65
                                                                   -----
                                                                     173
                                                                   -----
EXPENSES
   OPERATING EXPENSES:
      Professional fees                                              101
      Administration fees                                             70
      Investor servicing and accounting fees                          63
      Insurance expense                                               33
      Individual General Partners' fees and expenses                  13
      Custodian fees                                                   7
      Miscellaneous                                                    6
                                                                   -----
        TOTAL OPERATING EXPENSES                                     293
      Dividends on securities sold, not yet purchased                  1
                                                                   -----
        TOTAL EXPENSES                                               294
                                                                   -----

        NET INVESTMENT LOSS                                         (121)
                                                                   -----

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   REALIZED GAIN (LOSS) ON INVESTMENTS:
      Investment securities                                           23
      Purchased options                                               55
      Written options                                                279
      Securities sold, not yet purchased                             (28)
                                                                   -----

        NET REALIZED GAIN ON INVESTMENTS                             329
                                                                   -----

NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS                 708
                                                                   -----

        NET REALIZED AND UNREALIZED GAIN                           1,037
                                                                   -----

        INCREASE IN PARTNERS' CAPITAL DERIVED
          FROM INVESTMENT ACTIVITIES                               $ 916
                                                                   =====

The accompanying notes are an integral part of these financial statements.
                                       -2-
<PAGE>



WYNSTONE PARTNERS, L.P.

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL - NET ASSETS (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------

                                                   SIX MONTHS                       PERIOD FROM
                                                      ENDED                      NOVEMBER 16, 1998
                                                  JUNE 30, 1999            (COMMENCEMENT OF OPERATIONS)
                                                   (UNAUDITED)                 TO DECEMBER 31, 1998
FROM INVESTMENT ACTIVITIES

<S>                                                     <C>                                  <C>
   Net investment loss                                  $ (121)                              $ (72)
   Net realized gain on investments                        329                                   5
   Net change in unrealized appreciation on
      investments                                          708                                 140
                                                       -------                             -------

      INCREASE IN PARTNERS' CAPITAL DERIVED
        FROM INVESTMENT ACTIVITIES                         916                                  73
                                                       -------                             -------

PARTNERS' CAPITAL TRANSACTIONS

   Capital contributions                                 3,550                              10,675
   Capital withdrawals                                     (22)                                 (0)
                                                       -------                             -------

      INCREASE IN PARTNERS' CAPITAL
        DERIVED FROM CAPITAL TRANSACTIONS                3,528                              10,675

      PARTNERS' CAPITAL AT BEGINNING OF PERIOD          10,748                                   0
                                                       -------                             -------

      PARTNERS' CAPITAL AT END OF PERIOD               $15,192                             $10,748
                                                       =======                             =======
</TABLE>



The accompanying notes are an integral part of these financial statements.
                                       -3-
<PAGE>


WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
     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 dated as of September 2, 1998.

         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  four  "Individual  General  Partners",  who  serve  as  the
         governing board of the Partnership,  and an "Adviser." CIBC Oppenheimer
         Advisers,  L.L.C. (the "Adviser")  serves as the investment  adviser of
         the  Partnership  and is  responsible  for managing  the  Partnership's
         investment   portfolio.   CIBC  World  Markets  Corp.   (formerly  CIBC
         Oppenheimer Corp.) 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
         manage the Partnership's  investment portfolio on behalf of the Adviser
         under the supervision of CIBC World Markets Corp.("CIBC WM").

         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 it will
         recommend to the Individual General Partners that the Partnership offer
         to repurchase  interests from Partners at the end of 1999.  Thereafter,
         the Adviser  expects that generally it will recommend to the Individual
         General  Partners that the  Partnership  offer to 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

                                      -4-
<PAGE>


WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

     2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         requires the Adviser to make estimates and assumptions  that affect the
         amounts reported in the financial  statements and  accompanying  notes.
         The Adviser  believes that the  estimates  utilized in the preparing of
         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
         asked 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 asked
         prices  (in the case of  securities  held  short) as  reported  by such
         exchange.  Listed  options will be valued at their bid prices (or asked
         prices in the case of listed  options  held  short) 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  asked  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 in
         accordance  with  procedures  adopted in good  faith by 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.

         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

                                      -5-
<PAGE>
WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------



         2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         A. PORTFOLIO VALUATION (CONTINUED)

         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  in
         accordance  with  procedures  adopted in good  faith by the  Individual
         General Partners.

         B. INCOME TAXES

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

     3.  ADMINISTRATION FEE, RELATED PARTY TRANSACTIONS AND OTHER

         CIBC WM 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 WM 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.

         Payable  to  affiliate  represents  insurance  expense in the amount of
         $40,170 paid on behalf of the Partnership by CIBC WM.

         During the six months ended June 30, 1999,  CIBC WM earned no brokerage
         commissions  from  portfolio  transactions  executed  on  behalf of the
         Partnership.  Keefe,  Bruyette & Woods,  Inc., an affiliated  broker of
         KBWAM,   earned  $5,570  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 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.

         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

                                      -6-
<PAGE>
WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------



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

         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 six months  ended June 30,
         1999, fees (including meeting fees and an annual retainer) and expenses
         paid to the Individual General Partners totaled $19,500.

         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 six months ended June 30, 1999, amounted
         to $12,679,320 and $7,444,072, respectively.

         At June 30,  1999,  the cost of  investments  for  Federal  income  tax
         purposes was substantially the same as the cost for financial reporting
         purposes. At June 30, 1999, accumulated net unrealized  appreciation on
         investments  was $848,360,  consisting of $1,013,877  gross  unrealized
         appreciation and $165,517 gross unrealized depreciation.

         Due from broker  represents  receivables  and payables  from  unsettled
         security trades and securities sold, not yet purchased.

     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 June 30, 1999 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.  As of June 30, 1999 and for
         the period  then  ended,  the  Partnership  had no  outstanding  margin
         borrowings.

                                      -7-

<PAGE>
WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------



     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 securities sold, 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.

         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 counter party 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 six  months  ended  June 30,
         1999, the Partnership  purchased 28 call option  contracts at a cost of
         $69,384.

         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.

                                      -8-
<PAGE>
WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------



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

         Transactions in written options were as follows:
<TABLE>
<CAPTION>

                                                       CALL OPTIONS                          PUT OPTIONS
                                          -----------------------------------    -------------------------------------
                                               NUMBER              AMOUNT OF         NUMBER              AMOUNT OF
                                            OF CONTRACTS            PREMIUM       OF CONTRACTS            PREMIUM
                                          ------------------    -------------    --------------        ------------
<S>                                             <C>              <C>                  <C>       <C>
          Beginning balance                         29             $   8,719             735             $ 116,014
          Options written                        1,711               484,578           1,964               616,036
          Options closed                        (1,032)             (335,504)         (1,439)             (326,297)
          Expired options                            0                     0            (673)             (127,618)
                                                ------             ---------          ------             ---------
          Options outstanding at
          June 30, 1999                            708             $ 157,793             587             $ 278,135
                                                ======             =========          ======             =========
</TABLE>

     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 SIX MONTHS ENDED
                                                             JUNE 30, 1999
                                                             -------------
           Equity securities                                   $  663,790
           Equity options                                          73,410
           Written options                                        300,278
                                                               -----------
           Total                                               $1,037,478
                                                               ===========


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

                                                     AVERAGE MARKET VALUE FOR
                              MARKET VALUE AT          THE SIX MONTHS ENDED
                              JUNE  30, 1999              JUNE  30, 1999
                              --------------          ----------------------
        ASSETS:
           Equity options           $ 88,550                    $ 56,233
        LIABILITIES:
           Written options        ($ 403,969)                 ($ 320,982)

         Average market values  presented above are based upon month-end  market
         values during the six months ended June 30, 1999.

                                      -9-
<PAGE>
WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (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:
<TABLE>
<CAPTION>

                                                                                            NOVEMBER 16, 1998
                                                               SIX MONTHS                   (COMMENCEMENT OF
                                                                  ENDED                      OPERATIONS) TO
                                                               JUNE 30, 1999                DECEMBER 31, 1998
                                                           -----------------            -------------------------
<S>                                                              <C>                              <C>
Ratio of net investment loss to average net assets               (1.79%)*                        (8.39%)*
Ratio of operating expenses to average net assets                 4.35%*                         13.39%*
Portfolio turnover rate                                          76.00%                          10.75%
Average commission rate paid                                     $0.0583**                       $0.0600**
Total return                                                      6.20%***                       (1.40%)***
<FN>
          *    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  Limited
               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.
</FN>
</TABLE>

     9.  YEAR 2000

         Like  other   investment   companies   and   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."

         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 six months ended June 30,  1999,  the  Partnership  incurred no
         Year 2000 related expenses, and it does not expect to incur significant
         Year 2000 expenses in the future.

                                      -10-
<PAGE>
WYNSTONE PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS - JUNE 30, 1999 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

     9.  YEAR 2000 (CONTINUED)

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

                                      -11-
<PAGE>


WYNSTONE PARTNERS, L.P.



RESULTS OF SPECIAL MEETING
- --------------------------------------------------------------------------------

         The Partnership  held a Special Meeting of the Limited Partners on June
         25,  1999.  The  purpose of the  meeting  was to vote on  proposals  to
         convert Wynstone Partners,  L.P. from a Delaware limited partnership to
         a Delaware limited  liability company and to adopt the proposed limited
         liability  company  agreement.  A total  of 21  partners,  representing
         $10,288,490 of interests in Wynstone  Partners,  L.P. and 67.78% of the
         votes eligible to be cast at the Special Meeting,  voted to approve the
         conversion and adopt the agreement.  The limited  partners also elected
         four persons to serve as Managers of the limited  liability company and
         ratified the selection of Ernst & Young LLP to serve as the independent
         accountant for the  Partnership  for the year ending December 31, 1999.
         The following provides  information  concerning the matters voted on at
         the meeting:

I.       PROPOSALS TO CONVERT WYNSTONE PARTNERS,  L.P. FROM A DELAWARE LIMITED
         PARTNERSHIP TO A DELAWARE LIMITED LIABILITY COMPANY AND TO ADOPT THE
         PROPOSED LIMITED LIABILITY COMPANY AGREEMENT

           VOTES FOR            VOTES AGAINST              VOTES ABSTAINED
           ---------            --------------             ---------------
         $ 10,288,490                $ 0                         $ 0

         Effective   July  1,  1999,   the  conversion  was  completed  and  the
         Partnership changed its name to Wynstone Fund, L.L.C.

II.      ELECTION OF MANAGERS OF LIMITED LIABILITY COMPANY

         NOMINEE                VOTES FOR      VOTES WITHHELD
         -------                ---------      --------------
         Jesse H. Ausubel      $ 3,859,471       $ 6,429,019
         Paul Belica           $ 3,859,471       $ 6,429,019
         Charles F. Barber     $ 3,859,471       $ 6,429,019
         Thomas W. Brock       $ 3,859,471       $ 6,429,019

III.     RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT ACCOUNTANT OF THE
         PARTNERSHIP

           VOTES FOR            VOTES AGAINST              VOTES ABSTAINED
           ---------            --------------             ---------------
         $ 10,288,490                $ 0                         $ 0

                                      -12-
<PAGE>



WYNSTONE PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                   JUNE 30, 1999
    SHARES                                                          MARKET VALUE
                 COMMON STOCKS - 76.32%
                   COMMERCIAL BANKS - CENTRAL U.S. - 6.42%
        10,000       Cullen/Frost Bankers, Inc.              (a)     $  275,630
        14,000       First Midwest Bancorp, Inc.             (a)        556,500
        10,700       Sterling Bancshares, Inc.                          143,112
                                                                     ----------
                                                                        975,242
                                                                     ----------

                   COMMERCIAL BANKS - EASTERN U.S. - 15.09%
        10,914       Chittenden Corp.                                   341,063
         1,000       Independent Bank Corp.                              15,750
         8,240       Investors Financial Services Corp.                 329,600
           530       M & T Bank Corp.                                   291,500
        27,000       Peoples Heritage Financial Group, Inc.  (a)        507,951
         7,100       Summit Bancorp                                     296,872
         5,500       U.S. Trust Corp.                                    08,750
                                                                     ----------
                                                                      2,291,486
                                                                     ----------

                   COMMERCIAL BANKS - SOUTHERN U.S. - 10.90%
           300       CCB Financial Corp.                                 15,788
         7,600       Centura Banks, Inc.                                428,450
        16,300       Colonial BancGroup, Inc.                           227,189
        13,199       Compass Bancshares, Inc.                (a)        359,673
        10,300       First American Corp.                    (a)        428,099
         9,000       National Commerce Bancorp                          196,875
                                                                     ----------
                                                                      1,656,074
                                                                     ----------
                   COMMERCIAL BANKS - WESTERN U.S. - 6.80%
         4,500       City National Corp.                                168,471
        16,400       First Security Corp.                    (a)        446,900
         3,850       UCBH Holdings, Inc. *                               69,061
         8,000       Western Bancorp                                    348,000
                                                                     ----------
                                                                      1,032,432
                                                                     ----------

                   FINANCE - CREDIT CARD - 2.56%
         2,400       Capital One Financial Corp.                        133,651
         6,200       MBNA Corp.                                         189,875
           700       Providian Financial Corp.                           65,275
                                                                     ----------
                                                                        388,801
                                                                     ----------


The accompanying notes are an integral part of these financial statements.
                                      -13-
<PAGE>
WYNSTONE PARTNERS, L.P.

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

                                                                   JUNE 30, 1999
    SHARES                                                          MARKET VALUE
                 COMMON STOCKS - 76.32%- (CONTINUED)
                   MONEY CENTER BANKS - 1.93%
         8,000       Bank of New York Co., Inc.              (a)    $   293,504
                                                                    -----------

                   S&L/THRIFTS - CENTRAL U.S. - 4.12%
         6,400       Commercial Federal Corp.                (a)        148,403
        18,730       St. Paul Bancorp, Inc.                             477,615
                                                                    -----------
                                                                        626,018
                                                                    -----------

                   S&L/THRIFTS - EASTERN U.S. - 7.18%
        10,000       Reliance Bancorp, Inc.                             276,250
        29,000       Seacoast Financial Services Corp.       (a)        329,875
        40,000       Sovereign Bancorp, Inc.                 (a)        485,000
                                                                    -----------
                                                                      1,091,125
                                                                    -----------

                   SUPER-REGIONAL BANKS - U.S. - 21.32%
        11,400       Bank One Corp.                          (a)        679,018
         4,200       Comerica, Inc.                                     249,640
        23,400       KeyCorp                                 (a)        751,725
        28,000       Mellon Bank Corp.                       (a)      1,018,500
        11,500       U.S. Bancorp                            (a)        383,813
         3,500       Union Planters Corp.                               156,408
                                                                    -----------
                                                                      3,239,104
                                                                    -----------

                     TOTAL COMMON STOCKS (COST $10,796,551)         $11,593,786
                                                                    ===========













The accompanying notes are an integral part of these financial statements.
                                      -14-
<PAGE>

WYNSTONE PARTNERS, L.P.

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

                                                                   JUNE 30, 1999
NUMBER OF                                                           MARKET VALUE
CONTRACTS
                 CALL OPTIONS - 0.58%
                   SUPER-REGIONAL BANKS- U.S. - 0.58%
            28       SunTrust Banks, Inc., 01/22/00, $40.00        $    88,550
                                                                   -----------

                     TOTAL CALL OPTIONS (COST $69,384)                  88,550
                                                                   ===========

                     TOTAL INVESTMENTS (COST  $10,865,935) - 76.90% 11,682,336
                                                                   ===========

                     OTHER ASSETS, LESS LIABILITIES - 23.10%         3,509,767
                                                                   -----------

                     NET ASSETS - 100%                             $15,192,103
                                                                   ===========





(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 WRITTEN OPTIONS (UNAUDITED)
- --------------------------------------------------------------------------------
                                                               JUNE 30, 1999
NUMBER OF                                                      MARKET VALUE
CONTRACTS
          WRITTEN CALL OPTIONS - (1.01%)
            COMMERCIAL BANKS - EASTERN U.S. - (0.15%)
       71       Summit Bancorp, 01/22/00, $42.50                  $(23,075)
                                                                ----------

            COMMERCIAL BANKS - SOUTHERN U.S. - (0.19%)
       20       Compass Bancshares, Inc., 07/17/99, $23.38         (12,750)
       86       Hibernia Corp., 10/16/99, $17.50                    (9,675)
       90       National Commerce Bancorp, 07/17/99, $22.50         (6,192)
                                                                ----------
                                                                   (28,617)
                                                                ----------

            COMMERCIAL BANKS - WESTERN U.S. - (0.06%)
       45       City National Corp., 11/20/99, $40.00               (8,438)
                                                                ----------

            FINANCE - CREDIT CARDS - (0.28%)
       41       MBNA Corp., 01/22/00, $26.63                       (42,281)
                                                                ----------

            S&L/THRIFTS - EASTERN U.S. - (0.16%)
       25       Sovereign Bancorp, Inc., 01/22/00, $12.50           (4,845)
      200       Sovereign Bancorp, Inc., 01/22/00, $15.00          (18,760)
       70       Sovereign Bancorp, Inc., 07/17/99, $15.00             (875)
                                                                ----------
                                                                   (24,480)
                                                                ----------

            SUPER-REGIONAL BANKS- U.S. - (0.17%)
       60       Bank One Corp., 01/22/00, $65.00                   (26,250)
                                                                ----------

                TOTAL WRITTEN CALL OPTIONS (PREMIUMS $157,793)    (153,141)
                                                                ==========

          sWRITTEN PUT OPTIONS - (1.65%)
            COMMERCIAL BANKS - SOUTHERN U.S. - (0.35%)
       40       First American Corp., 09/18/99, $40.00             (7,000)
       40       First American Corp., 09/18/99, $45.00            (19,000)
       52       Mercantile Bank, 12/18/99, $55.00                 (17,550)
       70       National Commerce Bank, 07/17/99, $22.50           (9,625)
                                                                ----------
                                                                  (53,175)
                                                                ----------



The accompanying notes are an integral part of these financial statements.
                                      -16-
<PAGE>
WYNSTONE PARTNERS, L.P.

SCHEDULE OF WRITTEN OPTIONS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

                                                              JUNE 30, 1999
NUMBER OF                                                      MARKET VALUE
CONTRACTS
          WRITTEN PUT OPTIONS - (CONTINUED)
            FINANCE - CREDIT CARD - (0.46%)
       33       Capital One Financial Corp., 09/18/99, $46.63    $(3,920)
       30       Capital One Financial Corp., 09/18/99, $58.38    (22,875)
       30       Capital One Financial Corp., 12/18/99, $56.67    (21,000)
       50       Capital One Financial Corp., 12/18/99, $51.63    (22,500)
                                                              ----------
                                                                 (70,295)
                                                              ----------

            MONEY CENTER BANKS - (0.08%)
       23       Bank of America Corp., 08/21/99, $70.00           (5,320)
       20       Chase Manhattan Corp., 09/18/99, $80.00           (6,500)
                                                              ----------
                                                                 (11,820)
                                                              ----------

            SUPER-REGIONAL BANKS - U.S. - (0.76%)
       28       Bank One Corp., 08/21/99, $60.00                  (9,100)
       26       Comerica, Inc., 07/17/99, $60.00                  (4,875)
      125       U.S. Bancorp, 01/22/00, $40.00                   (95,313)
       20       Wachovia Corp., 08/21/99, $85.00                  (6,250)
                                                              ----------
                                                                (115,538)
                                                              ----------

                TOTAL WRITTEN PUT OPTIONS (PREMIUMS $278,135)   (250,828)
                                                              ==========

                TOTAL OPTIONS WRITTEN (PREMIUMS $435,928)      $(403,969)
                                                              ==========














The accompanying notes are an integral part of these financial statements.
                                      -17-




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