SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Panther Partners, L.P.
(Name of Issuer)
Panther Partners, L.P.
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
With a copy to:
Ms. Edna Parry or
Mr. H. Winston Holt, IV Ms. Yukako Kawata, Esq.
Panther Management Company, L.P. Davis Polk & Wardwell
101 Park Avenue 450 Lexington Avenue
New York, New York 10178 New York, NY 10017
(212) 984-2500 (212) 450-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
November __, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation: $150,000,000 Amount of Filing Fee: $30,000
(a) Calculated as the aggregate maximum purchase price for limited
partnership interests.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ____________________________________________________
Form or Registration No.: __________________________________________________
Filing Party: ______________________________________________________________
Date of Filing:
ITEM 1. Security and Issuer.
(a) The name of the issuer is Panther Partners, L.P., a
closed-end, non- diversified, management investment company organized as a
Delaware limited partnership (the "Fund"). The principal executive office
of the Fund is located at 101 Park Avenue, New York, New York 10178.
(b) The title of the securities which are the subject of the
Offer to Purchase is limited partnership interests or portions thereof in the
Fund. (As used herein, the term "Interest" or "Interests", as the context
requires, shall refer to the limited partnership interests in the Fund and
portions thereof which constitute the class of security which is the subject
of this tender offer or the limited partnership interests in the Fund or
portions thereof which are tendered by limited partners to the Fund pursuant
to the Offer to Purchase). As of October 1, 1996, there was approximately
$372,507,000 outstanding in capital of the Fund held in the Interests.
Subject to the conditions set forth in the Offer to Purchase, the Fund will
purchase up to $150,000,000 of the Interests which are tendered by and not
withdrawn prior to 12:00 Midnight, New York time, on December 31, 1996,
subject to any extension of the Offer to Purchase. The purchase price of
the Interests tendered to the Fund will be their net asset value as of the
close of business on December 31, 1996, if the Offer to Purchase expires on
the initial expiration date of December 31, 1996, and otherwise on such
later date as corresponds to any extension of the Offer to Purchase.
Payment of the purchase price will consist of: (1) cash and/or marketable
securities (valued in accordance with the Fund's Amended and Restated
Limited Partnership Agreement (the "L.P. Agreement")) in an aggregate
amount equal to 97 percent of the estimated unaudited net asset value of
the Interests tendered, determined as of the expiration date, which is
expected to be 12:00 Midnight, December 31, 1996, payable within five
business days after the expiration date (the "Cash Payment"); and (2) a
promissory note (the "Note") entitling the holder thereof to a contingent
payment equal to the excess, if any, of (a) the net asset value of the
Interests tendered as of the expiration date, determined based on audited
financial statements of the Fund, over (b) the Cash Payment. The Note will
be delivered to the tendering limited partner within five business days
after the expiration of the Offer to Purchase, will not bear interest or be
transferable and will be payable in cash within five business after
completion of the audit of the financial statements of the Fund. The audit
of the 1996 financial statements of the Fund will be completed within 60
days after the end of the year. The Fund has been informed by its general
partners and affiliates that they may tender to the Fund all or any
Interests held by them that will be acquired from the 1996 Performance
Allocations. A copy of the Offer to Purchase and related Letter of
Transmittal are attached hereto as Exhibits A and B, respectively.
(c) The limited partnership interests in the Fund are not traded
in any market, and any transfer thereof is strictly limited by the terms of
the L.P. Agreement.
(d) Not applicable.
ITEM 2. Source and Amount of Funds or Other Consideration.
(a) The purchase price for the Interests acquired pursuant to
the Offer to Purchase, which will not exceed $150,000,000 will be derived
from: (1) cash on hand; and (2) the proceeds of the sale of and/or delivery
of securities and portfolio assets held by the Fund. The Fund will segregate
with its custodian cash or government securities equal to the value of the
amount estimated to be paid under any Notes as described above.
(b) The Fund does not expect to borrow funds to purchase the
Interests in connection with the Offer to Purchase.
ITEM 3. Purpose of This Tender Offer and Plans or Proposals of the
Issuer or Affiliate.
The purpose of the Offer to Purchase is to provide liquidity to
limited partners for Interests as contemplated by and in accordance with the
procedures set forth in the Fund's Private Placement Memorandum (the "PPM").
Interests that are tendered to the Fund in connection with the Offer to
Purchase will be retired, although the Fund may issue Interests from time to
time in transactions not involving any public offering conducted pursuant to
Rule 506 of Regulation D promulgated under the Securities Act of 1933, as
amended. The Fund has no plans to offer for sale any other additional
Interests, but may do so in the future.
The Fund is an investment company registered pursuant to the
Investment Company Act of 1940, as amended (the "Investment Company Act"). It
is currently anticipated that Tiger, an investment fund affiliated with the
Fund, may, upon the effectiveness of certain provisions contained in the
recently enacted National Securities Markets Improvement Act of 1996 (the
"1996 Act"), accept subscriptions from new investors to enable such investors
to participate in Tiger. If Tiger elects to accept subscriptions from new
investors, the Corporate General Partner currently expects that it will
exercise its right to dissolve the Fund pursuant to section 6.1(a)(3) of the
L.P. Agreement. An election by the Corporate General Partner to dissolve the
Fund will automatically result in the Fund's dissolution on the 60th day
following such election unless, prior to such date, the election is overridden
by a vote of all the Individual General Partners and 2/3 of the limited
partners to continue the Fund. In the dissolution, limited partners of the
Fund will be entitled to receive their pro rata share of the net assets of the
Fund and may, in the sole discretion of the general partner of Tiger (an
affiliate of the Corporate General Partner), be offered the opportunity to
invest in Tiger or in a parallel investment fund with investment objectives
substantially similar to Tiger.
The dissolution of the Fund described in the immediately
preceding paragraph is not expected to occur unless Tiger elects to accept
subscription from new investors. In order for Tiger to be able to make such
an election, certain provisions of the 1996 Act must become effective (which
will occur no later than April 9, 1997). There can be no assurance that Tiger
will elect to accept subscriptions from new investors or, if such election is
made, the timing of such acceptances. In addition, it is possible that the
Corporate General Partner may determine that it will not exercise its right to
dissolve the Fund. Accordingly, there can be no assurance that the Fund will
be dissolved, or that limited partners of the Fund will be afforded the
opportunity to invest in Tiger or another affiliated investment fund.
Except as otherwise described above and herein, the Fund does
not have any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional Interests in the Fund (other than the
ability to make additional Interests available for subscription from time to
time in the discretion of the Fund), or the disposition of Interests in the
Fund; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Fund; (c) a sale or transfer of a
material amount of assets of the Fund (other than in connection with ordinary
portfolio transactions of the Fund); (d) any change of the identity of the
general partners of the Fund, or in the management of the Fund including, but
not limited to, any plans or proposals to change the number or the term of the
Individual General Partners of the Fund, to fill any existing vacancy for an
Individual General Partner of the Fund or to change any material term of the
advisory contract of the Corporate General Partner of the Fund, other than as
described above and below; (e) any material change in the present distribution
policy or indebtedness or capitalization of the Fund; (f) any other material
change in the Fund's structure or business, including any plans or proposals
to make any changes in its investment policy, as amended, for which a vote
would be required by Section 13 of the Investment Company Act of 1940; or (g)
any changes in the L.P. Agreement, other than as described below, or other
actions which may impede the acquisition of control of the Fund by any person.
Items (h) through (j) of this Item 3 are not applicable to the Fund.
ITEM 4. Interest in Securities of the Issuer.
On January 1,1996, the Fund accepted $9,370,000 in new capital
from new and existing limited partners. There have not been any transactions
involving the Interests that were effected during the past 40 business days by
any general partner of the Fund or any person controlling the Fund or any
general partner of the Fund.
ITEM 5. Contracts, Arrangements, Understandings or Relationships
with Respect to the Issuer's Securities.
The PPM of the Fund, which was provided to each limited partner
in advance of subscribing for Interests, provides that the Individual General
Partners have the discretion to determine that the Fund will purchase
Interests from time to time from limited partners pursuant to written tenders,
and that the Corporate General Partner of the Fund expects that generally it
will recommend to the Individual General Partners that the Fund purchase
Interests from limited partners at the end of each fiscal year. In 1995, the
Fund made a tender offer, expiring 12:00 midnight, December 31, 1995, for up
to $125,000,000 of Interests and a tender offer expiring 12:00 midnight,
January 31, 1996, for up to $175,000,000 of Interests (together, the "1995
Offer"). Pursuant to the 1995 Offer, an aggregate amount of $164,881,000 of
Interests was tendered to, and purchased by, the Fund. The Fund is not aware
of any contract, arrangement, understanding or relationship relating, directly
or indirectly, to this tender offer (whether or not legally enforceable)
between: (i) the Fund and any general partner of the Fund or any person
controlling the Fund or any general partner of the Fund; and (ii) any person
with respect to Interests.
ITEM 6. Persons Retained, Employed or to Be Compensated.
No persons have been employed, retained or are to be
compensated by the Fund to make solicitations or recommendations in connection
with the Offer to Purchase.
ITEM 7. Financial Information.
(a) Reference is hereby made to the audited financial statements
for 1995 and 1994, attached as part of Exhibit A hereto, which are
incorporated herein by reference. The Fund does not file quarterly unaudited
financial statements under the Securities Exchange Act of 1934, as amended.
Attached is the unaudited financial statement of the Fund for the six month
period ended June 30, 1996, which it has prepared and furnished to limited
partners pursuant to Rule 30d-1, and filed with the Securities and Exchange
Commission pursuant to Rule 30b2-1, promulgated under the Investment Company
Act of 1940, as amended. The Fund does not have shares, and consequently does
not have earnings or book value per share information available.
(b) The Fund's assets would be reduced by the amount of the
tendered Interests, but income relative to assets should not be affected by
the tender offer. The Fund does not have shares and consequently does not
have earnings or book value per share information available.
ITEM 8. Additional Information.
(a) None.
(b) None.
(c) Not applicable.
(d) None.
(e) Reference is hereby made to the information contained in the
Offer of Purchase attached hereto as Exhibit A, which is incorporated herein
by reference.
ITEM 9. Material to be Filed as Exhibits.
(A) Offer to Purchase (including Financial Statements).
(B) Form of Letter of Transmittal.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.
Corporate General Partner
By: Panther Management Corporation
Sole General Partner
By: /s/ Nolan T. Altman
_________________________________
October 28, 1996 Name: Nolan T. Altman
Title: Chief Financial Officer
EXHIBIT INDEX
Offer to Purchase (including Financial Statements) Exhibit 99.a
Letter of Transmittal Exhibit 99.b
Exhibit 99.a
PANTHER PARTNERS, L.P.
101 Park Avenue
New York, New York 10178
OFFER TO PURCHASE $150,000,000 OF OUTSTANDING
LIMITED PARTNERSHIP INTERESTS
AT NET ASSET VALUE
THE EXPIRATION DATE OF THIS OFFER, THE PRORATION PERIOD
AND THE WITHDRAWAL RIGHTS IS 12:00 MIDNIGHT NEW YORK CITY
TIME, ON DECEMBER 31, 1996, UNLESS EXTENDED
To the Limited Partners of
Panther Partners, L.P.:
Panther Partners, L.P., a closed-end, non-diversified,
management investment company organized as a Delaware limited partnership (the
"Fund"), is offering to purchase for cash upon the terms and conditions set
forth in this offer to purchase and the related Letter of Transmittal (which
together constitute the "Offer") up to $150,000,000 of limited partnership
interests in the Fund or portions thereof pursuant to tenders by limited
partners at a price equal to their unaudited net asset value as of December
31, 1996, if the Offer expires on December 31, 1996, and otherwise on such
later date as corresponds to any extension of the Offer. (As used in this
Offer the term "Interest" or "Interests", as the context requires, shall refer
to the limited partnership interests in the Fund and portions thereof that
constitute the class of security that is the subject of this Offer or the
limited partnership interests in the Fund or portions thereof that are
tendered by limited partners to the Fund pursuant to this Offer). This Offer
is being made to all limited partners of the Fund and is not conditioned upon
any minimum amount of Interests being tendered, but is subject to certain
conditions described below. The Interests are not traded on any established
trading market and are subject to strict restrictions on transferability
pursuant to the Fund's Second Amended and Restated Limited Partnership
Agreement (the "L.P. Agreement").
If you desire to tender all or any portion of your Interest in
the Fund, you should complete and sign the attached Letter of Transmittal and
send or deliver it to the Fund in the manner set forth below. Capitalized
terms used in this Offer that are not otherwise defined in the Offer have the
meanings set forth in the L.P. Agreement.
IMPORTANT
NEITHER THE FUND NOR ITS GENERAL PARTNERS MAKE ANY
RECOMMENDATION TO ANY LIMITED PARTNER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING INTERESTS. EACH LIMITED PARTNER MUST MAKE HIS OR ITS OWN DECISION
WHETHER TO TENDER INTERESTS, AND IF SO, THE PORTION OF SUCH LIMITED PARTNER'S
INTEREST TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE FUND AS TO WHETHER LIMITED PARTNERS SHOULD TENDER INTERESTS
PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE
CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH
RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE FUND.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Questions and requests for assistance, and requests for
additional copies of the Offer may be directed to Ms. Edna Parry or Mr. H.
Winston Holt, IV at the address and telephone number set forth below.
October 28, 1996 PANTHER PARTNERS, L.P.
Panther Management Company, L.P.
101 Park Avenue
New York, New York 10178
Attn: Ms. Edna Parry
Managing Director, or
Mr. H. Winston Holt, IV
Managing Director
(212) 984-2500
TABLE OF CONTENTS
1. Background and Purpose of the Offer........................4
2. Offer to Purchase and Price................................4
3. Amount of Tender...........................................5
4. Procedure for Tenders......................................6
5. Withdrawal Rights..........................................6
6. Purchases and Payment......................................7
7. Certain Conditions of the Offer............................7
8. Certain Information About the Fund.........................8
9. Certain Federal Income Tax Consequences....................9
10. Miscellaneous.............................................10
Annex A Financial Statements
1. Background and Purpose of the Offer. The purpose of the
Offer is to provide liquidity to limited partners for Interests as
contemplated by and in accordance with the procedures set forth in the
Fund's Private Placement Memorandum (the "PPM") and the L.P. Agreement.
The PPM and L.P. Agreement, which was provided to each limited partner in
advance of subscribing for Interests, provide that the Individual General
Partners have the discretion to determine that the Fund will purchase
Interests from time to time from limited partners pursuant to written
tenders, and that the Corporate General Partner of the Fund expects that
generally it will recommend to the Individual General Partners that the
Fund purchase Interests from limited partners at the end of each year. In
light of the fact that there is no secondary trading market for Interests
and transfers of Interests are prohibited without prior approval of the
Fund, the Individual General Partners of the Fund have determined that the
Offer is in the best interests of limited partners of the Fund in order to
provide liquidity for Interests in the Fund as contemplated in the PPM and
the L.P. Agreement.
In 1995, the Fund made a tender offer expiring 12:00
midnight, December 31, 1995, for up to $125,000,000 of Interests and a
tender offer expiring 12:00 midnight, January 31, 1996 for up to
$175,000,000 of Interests (together, the "1995 Offer"). Pursuant to the
1995 Offer, an aggregate of $164,881,000 of Interests were tendered to, and
purchased by, the Fund.
The purchase of Interests pursuant to the Offer will have
the effect of increasing the proportionate interest in the Fund of limited
partners who do not tender Interests. Limited partners who retain their
Interests will be subject to the increased risks that may result from the
reduction in the Fund's aggregate assets resulting from payment for the
Interests tendered, including, for example, the potential for greater
volatility due to decreased diversification and higher expenses. Interests
that are tendered to the Fund in connection with this Offer will be
retired, although the Fund may issue new Interests from time to time in
transactions not involving any public offering conducted pursuant to Rule
506 promulgated under the Securities Act of 1933, as amended. The Fund has
no plans to offer for sale any other additional Interests, but may do so in
the future.
2. Offer to Purchase and Price. The Fund will, upon the
terms and subject to the conditions of the Offer, purchase up to
$150,000,000 of outstanding Interests that are properly tendered by and not
withdrawn (in accordance with Section 5 below) prior to 12:00 Midnight, New
York City time, December 31, 1996 (such time and date being hereinafter
called the "Initial Expiration Date"), or such later date as corresponds to
any extension of the Offer. (The later of the Initial Expiration Date or
the latest time and date to which the Offer is extended is hereinafter
called the "Expiration Date.") The Fund reserves the right to extend,
amend or cancel the Offer as described in Sections 3 and 7 below. The
purchase price of any Interest tendered will be its net asset value as of
the close of business on the Expiration Date, payable as set forth in
Section 6. As of the close of business on September 30, 1996, the
estimated unaudited value of an Interest corresponding to an initial
capital contribution of $1 million on March 1, 1992, the date the Fund
commenced operations, was approximately $1,719,200, after any incentive
fee. As of the commencement of business on October 1, 1996, there were
approximately $372,507,000 in Interests. Limited partners may obtain
weekly current net asset value information until the expiration of the
offer, and daily net asset value information during the last five business
days of the Offer, by contacting Ms. Edna Parry or Mr. H. Winston Holt,
IV at Panther Management Company, L.P. at the telephone number or address
set forth on page 2 above, Monday through Friday, except holidays.
3. Amount of Tender. Subject to the limitations set forth
below, limited partners may tender their entire Interest, defined by either
a specific dollar value or a percentage of the net asset value of the
tendering limited partner's Interest. A limited partner may not tender
less than such limited partner's entire Interest unless the value of such
limited partner's remaining Interest would exceed the greater of (a)
$100,000 and (b) the amount of any Performance Allocation that would be
debited against such limited partner's Capital Account were the date of
repurchase of the Interest the last day of a Performance Period. In
addition, a limited partner that has made a contribution to the capital of
the Fund within the 12 months preceding the proposed date of repurchase
must maintain a Capital Account balance equal to at least 15% of all such
contributions unless otherwise consented to by the Corporate General
Partner. The Offer is being made to all limited partners of the Fund and
is not conditioned upon any minimum amount of Interests being tendered.
The Fund has been informed by its General Partners and Affiliates that they
may tender to the Fund for all or any Interests held by them that will be
acquired from the 1996 Performance Allocation.
If the amount of the Interests that are properly tendered
pursuant to the Offer, and not withdrawn pursuant to Section 5 below, is
less than or equal to $150,000,000 (or such greater amount as the Fund may
elect to purchase pursuant to the Offer), the Fund will, upon the terms and
subject to the conditions of the Offer, purchase all of the Interests so
tendered unless the Fund elects to cancel or amend the Offer or postpone
acceptance of tenders made pursuant to the Offer, as provided in Section 7
below. If more than $150,000,000 of Interests are duly tendered to the
Fund prior to the expiration of the Offer, and not withdrawn pursuant to
Section 5 below, the Fund will, in its sole discretion, (a) accept the
additional Interests permitted to be accepted pursuant to Rule 13e-
4(f)(1)(ii) promulgated under the Securities Exchange Act of 1934, as
amended; (b) extend the Offer, if necessary, and increase the amount of
Interests that the Fund is offering to purchase to an amount that it
believes will be sufficient to accommodate the excess Interests tendered as
well as any Interests tendered during the extended Offer (provided that if
the Fund decides to increase (except for any increase not in excess of 2%
of the total outstanding Interests) or decrease the amount of Interests
that the Fund is offering to purchase, the Offer shall not expire prior to
the 10th business day from the date the notice of such increase or decrease
is sent to the limited partners); or (c) accept Interests tendered prior to
or on the Expiration Date for payment on a pro rata basis based on their
net asset value. The Offer may be extended, amended or canceled in various
other circumstances described in Section 7 below.
4. Procedure for Tenders. Limited partners wishing to tender
Interests pursuant to the Offer should send or deliver to the Fund at the
address set forth on page 2 above a completed and properly executed Letter
of Transmittal, which must be received by the Fund no later than the
Expiration Date.
The Fund recommends that all documents be submitted to the
Fund via overnight courier or registered mail, return receipt requested.
However, the method of delivery of any documents is at the election and
risk of the limited partner tendering an Interest. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance of
tenders will be determined by the Fund, in its sole discretion, and such
determination shall be final and binding. The Fund reserves the absolute
right to reject any and all tenders determined by it not to be in
appropriate form or the acceptance of or payment for which would, in the
opinion of counsel for the Fund, be unlawful. The Fund also reserves the
absolute right to waive any of the conditions of the Offer or any defect in
any tender with respect to any particular Interest or any particular
limited partner, and the Fund's interpretations of the terms and conditions
of the Offer will be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
the Fund shall determine. Tenders will not be deemed to have been made
until the defects or irregularities have been cured or waived. Neither the
Fund nor any general partner of the Fund shall be obligated to give notice
of any defects or irregularities in tenders, nor shall any of them incur
any liability for failure to give such notice.
5. Withdrawal Rights. Any limited partner tendering an
Interest pursuant to this Offer may withdraw such tender at any time prior
to or on the Expiration Date and, if Interests are not accepted by the Fund
at the close of the Expiration Date, at any time after 40 business days
after the commencement of the Offer. To be effective, any notice of
withdrawal must be timely received by the Fund at the address set forth on
page 2 above. Any notice of withdrawal must specify the name of the person
withdrawing a tender and the amount of the Interest previously tendered
that is being withdrawn. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by
the Fund in its sole discretion, and such determination shall be final and
binding. Interests properly withdrawn shall not thereafter be deemed to be
tendered for purposes of the Offer. However, withdrawn Interests may be
retendered by following the procedures described in Section 4 prior to the
Expiration Date.
6. Purchases and Payment. For purposes of the Offer,
the Fund will be deemed to have accepted (and thereby purchased) Interests
that are tendered as, if and when it gives oral or written notice to the
limited partner tendering an Interest of its election to purchase such
Interest. As stated in Section 2 above, the purchase price of an Interest
tendered by any limited partner will be the net asset value thereof as of
the close of business on the Expiration Date.
Payment of the purchase price will consist of: (1) cash
and/or marketable securities (valued in accordance with the Fund's L.P.
Agreement) in an aggregate amount equal to 97% of the estimated unaudited
net asset value of the Interests tendered, determined as of the Expiration
Date, which is expected to be 12:00 Midnight, December 31, 1996, payable
within five business days after the Expiration Date (the "Cash Payment"),
and (2) a promissory note (the "Note") entitling the holder thereof to a
contingent payment equal to the excess, if any, of (a) the net asset value
of the Interests tendered as of the Expiration Date, determined based on
the audited financial statements of the Fund, over (b) the Cash Payment.
The Note will be delivered to the tendering limited partner within five
business days after the Expiration Date, will not bear interest or be
transferable, and will be payable in cash within five business days after
completion of the audit of the financial statements of the Fund. The audit
of the Fund's 1996 financial statements will be completed within 60 days
after the end of the year.
Cash Payments for Interests acquired pursuant to the Offer
will be derived from: (a) cash on hand; and (b) the proceeds of the sale
of securities and portfolio assets held by the Fund. The Fund will
segregate with its custodian cash or government securities equal to the
value of the amount estimated to be paid under any Notes, as described
above. The Fund does not expect to borrow funds to purchase Interests
tendered in connection with the Offer.
7. Certain Conditions of the Offer. The Fund reserves the
right, at any time and from time to time, to extend the period of time
during which the Offer is pending by notifying limited partners thereof.
In the event that the Fund so elects to extend the tender period, the net
asset value of Interests tendered will be determined as of a date after
December 31, 1996, corresponding to any extension of the Offer. During any
such extension, all Interests previously tendered and not withdrawn will
remain subject to the Offer. The Fund also reserves the right, at any time
and from time to time, up to and including acceptance of tenders pursuant
to the Offer, to: (a) cancel the Offer in the circumstances set forth in
the following paragraph and in the event of such cancellation not to
purchase or pay for any Interests tendered pursuant to the Offer; (b)
amend the Offer; and (c) postpone the acceptance of Interests. If the Fund
determines to amend the Offer or to postpone the acceptance of Interests
tendered, it will, to the extent necessary, extend the period of time
during which the Offer is open as provided above and will promptly notify
limited partners.
The Fund may cancel the Offer, or amend the Offer, or
postpone the acceptance of tenders made pursuant to the Offer, if: (a) the
Fund would not be able to liquidate portfolio securities in a manner which
is orderly and consistent with the Fund's investment objectives and
policies in order to purchase Interests tendered pursuant to the Offer;
(b) there is, in the Individual General Partners' judgment, any (i) legal
action or proceeding instituted or threatened challenging the Offer or
otherwise materially adversely affecting the Fund, (ii) declaration of a
banking moratorium by Federal or state authorities or any suspension of
payment by banks in the United States or New York State, which is material
to the Fund, (iii) limitation imposed by Federal or state authorities on
the extension of credit by lending institutions, (iv) suspension of trading
on any organized exchange or over-the-counter market where the Fund has a
material investment, (v) commencement of war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States that is material to the Fund, (vi) decrease in the net asset
value of the Fund of three percent or more from the net asset value of the
Fund as of the commencement of the Offer, or (vii) other event or condition
that would have a material adverse effect on the Fund or its limited
partners if Interests tendered pursuant to the Offer were purchased; or (c)
the Independent Individual General Partners of the Fund determine that it
is not in the best interest of the Fund to purchase Interests pursuant to
the Offer. However, there can be no assurance that the Fund will exercise
its right to extend, amend or cancel the Offer or to postpone acceptance of
tenders pursuant to the Offer.
8. Certain Information About the Fund. The principal office
of the Fund is located at 101 Park Avenue, New York, New York 10178.
Interests are not traded on any established trading market and are subject
to strict restrictions on transferability pursuant to the Fund's L.P.
Agreement.
The Fund is a closed-end, non-diversified, management
investment company registered pursuant to the Investment Company Act of
1940, as amended (the "Investment Company Act"). It is currently
anticipated that Tiger, an investment fund affiliated with the Fund, may,
upon the effectiveness of certain provisions contained in the recently
enacted National Securities Markets Improvement Act of 1996 (the "1996
Act"), accept subscriptions from new investors to enable such investors to
participate in Tiger. If Tiger elects to accept subscriptions from new
investors, the Corporate General Partner currently expects that it will
exercise its right to dissolve the Fund pursuant to section 6.1(a)(3) of
the L.P. Agreement. An election by the Corporate General Partner to
dissolve the Fund will automatically result in the Fund's dissolution on
the 60th day following such election unless, prior to such date, the
election is overridden by a vote of all the Individual General Partners and
2/3 of the limited partners to continue the Fund. In the dissolution,
limited partners of the Fund will be entitled to receive their pro rata
share of the net assets of the Fund and may, in the sole discretion of the
general partner of Tiger (an affiliate of the Corporate General Partner),
be offered the opportunity to invest in Tiger or in a parallel investment
fund with investment objectives substantially similar to Tiger.
The dissolution of the Fund described in the immediately
preceding paragraph is not expected to occur unless Tiger elects to accept
subscription from new investors. In order for Tiger to be able to make
such an election, certain provisions of the 1996 Act must become effective
(which will occur no later than April 9, 1997). There can be no assurance
that Tiger will elect to accept subscriptions from new investors or, if
such election is made, the timing of such acceptances. In addition, it is
possible that the Corporate General Partner may determine that it will not
exercise its right to dissolve the Fund. Accordingly, there can be no
assurance that the Fund will be dissolved, or that limited partners of the
Fund will be afforded the opportunity to invest in Tiger or another
affiliated investment fund.
Except as otherwise described above and herein, the Fund
does not have any plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional Interests (other than the
ability to make additional Interests available for other subscriptions from
time to time in the discretion of the Fund); (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Fund; (c) a sale or transfer of a material amount of assets
of the Fund (other than in connection with ordinary portfolio transactions
of the Fund); (d) any change of the identity of the general partners of
the Fund, or in the management of the Fund, including, but not limited to,
any plans or proposals to change the number or the term of the Individual
General Partners of the Fund or to change any material term of the advisory
contract of the Corporate General Partner of the Fund; (e) any material
change in the present distribution policy or indebtedness or capitalization
of the Fund; (f) any other material change in the Fund's structure or
business, including any plans or proposals to make any changes in its
investment policy for which a vote would be required by Section 13 of the
Investment Company Act of 1940, as amended; or (g) any changes in the
Fund's L.P. Agreement or other actions that may impede the acquisition of
control of the Fund by any person, other than as described below.
The Corporate General Partner of the Fund is entitled under
the terms of the L.P. Agreement of the Fund to receive, subject to certain
limitations, an allocation of up to 15% of the net profits of the Fund.
9. Certain Federal Income Tax Consequences. The following
discussion is a general summary of the federal income tax consequences of
the purchase by the Fund from limited partners of Interests pursuant to the
Offer. Limited partners should consult their own tax advisers for a
complete description of the tax consequences to them of a purchase by the
Fund of Interests pursuant to the Offer.
In general, a limited partner from whom an Interest is
purchased by the Fund will be treated as receiving a distribution from the
Fund. Such a limited partner generally will recognize gain as a result of
the purchase to the extent (if any) that the amount of consideration
received by the limited partner exceeds his then adjusted tax basis in his
Interest. A limited partner's adjusted tax basis in his Interest will be
reduced (but not below zero) by the amount of consideration received by the
limited partner from the Fund in connection with the purchase of such an
Interest. Cash distributed to a limited partner in excess of the adjusted
tax basis of his Interest will be taxable as capital gain or ordinary
income, depending on the circumstances. A limited partner whose entire
Interest is purchased by the Fund may recognize a loss, but only to the
extent that the amount of consideration received from the Fund is less than
the limited partner's then adjusted tax basis in his Interest.
10. Miscellaneous. The Offer is not being made to, nor will
tenders be accepted from, limited partners in any jurisdiction in which the
Offer or its acceptance would not comply with the securities or Blue Sky
laws of such jurisdiction. The Fund is not aware of any jurisdiction in
which the Offer or tenders pursuant thereto would not be in compliance with
the laws of such jurisdiction. However, the Fund reserves the right to
exclude limited partners from the Offer in any jurisdiction in which it is
asserted that the Offer cannot lawfully be made. The Fund believes such
exclusion is permissible under applicable tender rules, provided the Fund
makes a good faith effort to comply with any state law deemed applicable to
the Offer.
The Fund has filed an Issuer Tender Offer Statement on
Schedule 13E-4 with the Securities and Exchange Commission that includes
certain information relating to the Offer summarized herein. A copy of
such statement may be obtained from the Fund by contacting Ms. Edna Parry
or Mr. H. Winston Holt, IV at the address on page 2 above, or from the
public reference office of the Securities and Exchange Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 10549.
Annex A
Panther Partners, L.P.
(a limited partnership)
Financial Statements
June 30, 1996
Unaudited
A claim of exemption under Regulation ss.4.12(b)(2)(iii) has been filed with the
Commodity Futures Trading Commission for Panther Partners, L.P.
Panther Partners, L.P.
(a limited partnership)
Financial Statements
June 30, 1996
(Unaudited)
Contents
Statement of Assets, Liabilities and Partners' Capital............. 1
Statement of Operations and Special Allocation..................... 2
Statement of Changes in Partners' Capital - Net Assets............. 3
Statement of Cash Flows............................................ 4
Notes to Financial Statements...................................... 5
Schedule of Portfolio Investments.................................. 13
Schedule of Securities Sold, Not Yet Purchased..................... 20
Affirmation of the Commodity Pool Operator........................ 21
<TABLE>
<CAPTION>
Panther Partners, L.P.
(a limited partnership)
Statement of Assets, Liabilities and Partners' Capital
June 30, 1996
(In thousands)
(Unaudited)
<S> <C>
Assets
Investments in securities - at market (cost - $485,309) $509,133
Due from brokers 4,108
Organizational costs (net of accumulated amortization of $651) 100
Other assets 372
--------
Total assets 513,713
--------
Liabilities
Collateral payable 53,395
Securities sold, not yet purchased - at market (proceeds - $8,851) 9,404
Due to brokers 79,907
Management fee payable 678
Other liabilities 688
--------
Total liabilities 144,072
--------
Partners' capital - Net Assets $369,641
========
Partners' capital - Net Assets
Represented by:
Capital contributions $498,743
Capital withdrawals (294,871)
Accumulated net investment loss (28,080)
Accumulated net realized gain on investments 176,772
Unrealized appreciation on investments 17,077
--------
$369,641
========
See notes to financial statements
</TABLE>
<TABLE>
<CAPTION>
Panther Partners, L.P.
(a limited partnership)
Statement of Operations and Special Allocation
For the Six Months Ended June 30, 1996
(In thousands)
(Unaudited)
<S> <C>
Gain from investment transactions
Net realized gain on:
Investment securities $101,008
Foreign currency contracts 322
--------
101,330
--------
Unrealized appreciation on investments:
Beginning of period 66,059
End of period 17,077
--------
Net decrease in unrealized appreciation (48,982)
Gain from investment transactions 52,348
--------
Investment loss
Income:
Dividends 2,177
Interest 232
--------
2,409
--------
Expenses:
Interest 4,080
Management fee 1,392
Taxes withheld on foreign dividends 268
Transaction fees 150
Legal fees 111
Amortization of organizational costs 75
Individual General Partners' fees and expenses 40
Dividends on securities sold, not yet purchased 10
Miscellaneous 147
--------
6,273
--------
Investment loss - net (3,864)
--------
Net increase in net assets resulting from operations 48,484
Less allocation of net increase in net
assets resulting from operations:
Special allocation to General Partner (Note 2) 593
--------
Net increase in net assets resulting from operations available for
pro-rata distributions to all partners (Note 2) $ 47,891
========
See notes to financial statements
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Statement of Changes in Partners' Capital - Net Assets
(In thousands)
(Unaudited)
<CAPTION>
General Limited
Total Partner Partners
-------------------------------------------
<S> <C> <C> <C>
Total partners' capital - net assets at
December 31, 1994 $ 497,413 $ 5,420 $ 491,993
Year ended December 31, 1995:
Capital contributions 11,365 1,465 9,900
Capital withdrawals (77,490) - (77,490)
Investment loss - net $(10,994)
Net realized gain on investments 31,487
Change in unrealized appreciation
on investments 24,887
--------
Net increase in net assets resulting
from operations 45,380
Less allocation of net increase in net assets resulting from operations:
Special allocation to General Partner (Note 2) 3,806 3,806 3,806
--------
Net increase in net assets resulting
from operations available for pro-
rata distribution to all partners (Note 2) 41,574 728 40,846
-------------------------------------------
Total partners' capital - net assets at
December 31, 1995 476,668 11,419 465,249
For the six months ended June 30, 1996:
Capital contributions 9,370 120 9,250
Capital withdrawals (164,881) (5,506) (159,375)
Investment loss - net (3,864)
Net realized gain on investments 101,330
Change in unrealized appreciation
on investments (48,982)
--------
Net increase in net assets resulting
from operations 48,484
Less allocation of net increase in net assets resulting from operations:
Special allocation to General Partner (Note 2) 593 593 593
--------
Net increase in net assets resulting from
operations available for pro-rata
distribution to all partners (Note 2) 47,891 1,758 46,133
------------------------------------------
Total partners' capital - net assets
at June 30, 1996 $369,641 $8,384 $361,257
==========================================
See notes to financial statements
</TABLE>
<TABLE>
<CAPTION>
Panther Partners, L.P.
(a limited partnership)
Statement of Cash Flows
For the Six Months Ended June 30, 1996
(Unaudited)
<S> <C>
Cash flows from operating activities
Net increase in net assets resulting from operations $ 48,484
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities: 75
Amortization of organizational costs
(Increase) decrease in:
Investments in securities 12,590
Due from brokers 154,745
Other assets (3,364)
Increase (decrease) in:
Collateral payable (8,187)
Securities sold, not yet purchased 8,531
Due to brokers 58,398
Management fee payable (263)
Other liabilities (498)
---------
Net cash provided by operating activities 270,511
Cash flows from financing activities
Net short-term borrowings (115,000)
Capital contributions 9,370
Capital withdrawals (164,881)
----------
Net cash used in financing activities (270,511)
Increase in cash -0-
Cash at beginning of the period -0-
----------
Cash at end of the period $ -0-
==========
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest $ 4,501
=========
See notes to financial statements
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
June 30, 1996
(In thousands)
(Unaudited)
1. Significant Accounting Policies
Panther Partners, L.P. (the "Partnership") was organized under the Delaware
Revised Uniform Limited Partnership Act on October 2, 1990. The Partnership is
registered under the Investment Company Act of 1940 as a closed-end,
nondiversified management investment company and commenced operations on March
1, 1992. The Partnership will operate until December 31, 2050 unless further
extended or sooner terminated as provided for in the Limited Partnership
Agreement of the Partnership, as amended and restated through December 14, 1994
(the "Agreement"). The investment objective of the Partnership is to maximize
total return primarily through investing and trading in equity and debt
securities of both U.S. and foreign issuers, futures contracts and various
options on the foregoing.
The Agreement provides for not less than five "Individual General Partners" and
a Corporate General Partner. The Corporate General Partner is Panther Management
Company, L.P. ("PMC, L.P.") which is under common control and management with
Tiger Management L.L.C.
Securities and commodities transactions, including related revenue and expenses,
are recorded on a trade-date basis and dividend income and expenses are recorded
on an ex-date basis.
Securities listed on a national securities exchange or the NASDAQ national list
are valued at their last sales price as of the last business day of the period.
Listed securities with no reported sales on such date and over-the-counter
securities are valued at their last closing bid price if held long by the
Partnership and last closing ask price if sold short by the Partnership. The
resulting unrealized gains and losses are included in net increase in net assets
resulting from operations.
The Partnership includes that portion of the results from operations resulting
from changes in foreign exchange rates on investments in the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain from investments.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Management believes that the estimates utilized in preparing its financial
statements are reasonable and prudent; however, actual results could differ from
these estimates.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
(In thousands)
(Unaudited)
1. Significant Accounting Policies (continued)
The Partnership enters into transactions in financial futures, foreign exchange
options and foreign currency and commodity forward contracts that are used for
hedging and nonhedging purposes. These contracts are valued at market or
industry standard values with the resulting gains and losses included in net
increase in net assets resulting from operations.
Assets and liabilities denominated in foreign currencies held at period end are
translated at the period end rates of exchange with the resulting gains and
losses reflected in net increase in net assets resulting from operations.
The expenses incurred by the Partnership in connection with its organization are
being amortized over a 60-month period beginning March 1, 1992.
Income taxes have not been provided as the Partners are individually liable for
reporting their share of the profits or losses on their individual tax returns.
2. Related Party Transactions
Panther Management Corporation, General Partner of PMC, L.P. provides
administrative services to the Partnership and pays substantially all operating
expenses of the Partnership for which it receives a management fee. The
management fee is calculated monthly at an annual rate equal to one and one-half
percent of the first $10,000 of the Partnership's net assets, one percent of the
next $10,000 of the Partnership's net assets and three quarters of one percent
of the Partnership's net assets in excess of $20,000. For the six months ended
June 30, 1996, the management fee totaled $1,392.
The Corporate General Partner of the Partnership is entitled under the terms of
the Agreement to receive, subject to certain limitations, an allocation of up to
15% of the net profits, as defined, of the Partnership. For the six months ended
June 30, 1996, this allocation totaled $593. The term "pro-rata" as used in the
statement of operations and special allocation and the statement of changes in
partners' capital - net assets, represents the allocation of income made in
accordance with the Agreement.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
(In thousands)
(Unaudited)
2. Related Party Transactions (continued)
Each Individual General Partner receives an annual fee of $15 from the
Partnership and is 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, 1996, these fees and expenses totaled approximately $40.
3. Securities Transactions
The aggregate amount of purchases and sales of investment securities, excluding
short-term debt securities, for the six months ended June 30, 1996, amounted to
approximately $8,642,477 and $8,712,173 respectively.
At June 30, 1996, the cost of investments for Federal income tax purposes was
substantially the same as the cost for financial reporting purposes (see the
statement of assets, liabilities and partners' capital).
At June 30, 1996, accumulated net unrealized appreciation on investments in
securities and securities sold, not yet purchased was $23,271 consisting of
$57,803 gross unrealized appreciation and $34,532 gross unrealized depreciation.
Due from brokers represents primarily unsettled trades and short sale proceeds
with a broker at June 30, 1996.
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk
In the normal course of business, the Partnership trades various financial
instruments and enters into various investment activities with off-balance sheet
risk. These financial instruments include forward and futures 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 values of the securities underlying the financial instruments may
be in excess of the amounts recognized in the statement of assets, liabilities
and partners' capital.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
(In thousands)
(Unaudited)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
The Partnership's foreign exchange trading activities involve the purchase and
sale of foreign exchange options having various maturity dates. The Partnership
seeks to limit its net exposure to foreign exchange rate movements by hedging
such option positions with foreign exchange positions in spot currency, futures
and forward contracts.
Securities sold, not yet purchased, represent obligations of the Partnership to
deliver the specified securities and thereby creates a liability to repurchase
the 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 recognized in the statement of assets, liabilities and partners'
capital.
At June 30, 1996, the Partnership had outstanding forward exchange contracts,
both to purchase and sell foreign currencies, commodities and other investments,
as follows:
<TABLE>
Foreign Currency Forward Buy and Sell Contracts
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain(Loss)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Buy Contracts
12,974 Finish Marka Exp. 9/18/96 $ 2,793 $ 2,805 $ 12
20,138 Hong Kong Dollar Exp. 7/08/96 2,604 2,602 (2)
37,615,000 Indonesian Rupiah Exp. 7/05/96 15,473 16,154 681
13,162,119 Japanese Yen Exp. 9/18/96 122,214 121,403 (811)
17,555 Netherland Guilder Exp. 9/18/96 10,380 10,330 (50)
6,887 New Zealand Dollar Exp. 9/18/96 4,596 4,665 69
3,510 Norwegian Kroner Exp. 9/18/96 541 540 (1)
1,900 Singapore Dollar Exp. 7/19/96 1,355 1,348 (7)
143,914 Spanish Peseta Exp. 9/18/96 1,116 1,119 3
93,900 Swedish Krona Exp. 9/18/96 14,054 14,128 74
74,500 Taiwan Dollar Exp. 8/02/96
and 8/5/96 2,698 2,708 10
-----------------------------------------------
Total buy contracts 177,824 177,802 (22)
-----------------------------------------------
Sell Contracts
(7,186) Australian Dollar Exp. 9/18/96 (5,656) (5,630) 26
(51,824) Austrian Schillings Exp. 9/18/96 (4,877) (4,857) 20
(19,840) British Pound Exp. 9/18/96 (30,619) (30,775) (156)
(9,543) Canadian Dollar Exp. 9/18/96 (6,987) (7,012) (25)
(1,706) Deutsche Mark Exp. 9/18/96 (1,131) (1,124) 7
(40,213) French Franc Exp. 9/18/96 (7,829) (7,832) (3)
(40,920) Hong Kong Dollar Exp. 7/22/96 (5,290) (5,287) 3
(37,615,000) Indonesian Rupiah Exp. 7/05/96 (15,386) (16,155) (769)
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
(In thousands)
(Unaudited)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
<TABLE>
Foreign Currency Forward Buy and Sell Contracts (continued)
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain(Loss)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sell Contracts (continued)
(57,144) Italian Lira Exp. 9/18/96 $ (37) $ (37) $ (0)
(560,519) Japanese Yen Exp. 9/18/96 (5,216) (5,170) 46
(5,925) Netherlands Guilder Exp. 9/18/96 (3,500) (3,486) 14
(146,667) Norwegian Krone Exp. 9/18/96 (22,526) (22,579) (53)
(437,020) Portuguese Escudo Exp. 9/18/96 (2,748) (2,788) (40)
(10,360) Saudi Arabia Dollar Exp. 1/30/97 (2,757) (2,762) (5)
(1,900) Singapore Dollar Exp. 7/19/96 (1,352) (1,348) 4
(4,580) South African Rand Exp. 9/18/96 (1,026) (1,035) (9)
(93,003) Swedish Krona Exp. 9/18/96 (13,884) (13,993) (109)
(17,809) Swiss Franc Exp. 9/18/96 (14,362) (14,302) 60
(74,500) Taiwan Dollar Exp. 8/02/96
and 8/05/96 (2,690) (2,708) (18)
-----------------------------------------------
Total Sell Contracts (147,873) (148,880) (1,007)
-----------------------------------------------
Net Currencies $ 29,951 $ 28,922 $ (1,029)
===============================================
</TABLE>
<TABLE>
Commodity Forward Contracts
<CAPTION>
Number of Unrealized
Contracts Contract Commitment Market Value Gain(Loss)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Buy Contracts
13 Cattle Exp. 3/14/97 - 7/18/97 $ 2,917 $ 3,012 $ 95
5 Corn Exp. 8/09/96 4,096 4,327 231
1 Rhodium Exp. 9/27/96 691 680 (11)
36 Soybean Exp. 10/11/96 - 12/27/96 28,497 28,066 (431)
----------------------------------------------
Total forward contracts $ 36,201 $ 36,085 $ (116)
==============================================
</TABLE>
<TABLE>
Other Contracts
<CAPTION
Number of Unrealized
Contracts Contract Market Value Gain(Loss)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Buy Contracts
1 Crack Spread Swap $ (87) $ (87)
1 Korea Mobile Telecom Equity Swap (95) (95)
1 Singapore Index Swap (94) (94)
1 Taiwan Index Swap 548 548
2 Thailand Index Swap (129) (129)
13 USD Fixed Income Swaps (5,433) (5,433)
---------------------------
Total other contracts $ (5,290) $ (5,290)
===========================
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
(In thousands)
(Unaudited)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
The net unrealized loss of $6,435 is included in the statement of assets,
liabilities, and partners' capital in due from brokers of $2,135 and due to
brokers of $8,570. The contract amounts of these instruments reflect the
Partnership's extent of involvement in the particular class of financial
instruments and do not represent the Partnership's risk of loss due to
counterparty nonperformance. The Partnership's exposure to credit risk
associated with counterparty nonperformance on forward and futures contracts is
limited to the unrealized gains inherent in such contracts that are recognized
in the Partnership's statement of assets, liabilities and partners' capital. The
settlement of these transactions is not expected to have a material effect upon
the Partnership's statement of assets, liabilities and partner's capital. The
Partnership seeks to reduce its exposure to credit risk associated with
counterparty non-performance on options by obtaining collateral where possible.
Options purchased provide for cash settlement and require the payment of a
premium or a percentage thereof, in exchange for the right to receive the market
movement on the underlying security or basket of instruments. Risk of loss is
limited to the premiums as reflected in the statement of assets, liabilities and
partners' capital.
A summary of open contract or notional amounts (in millions) at June 30, 1996 is
as follows:
Purchases Sales
-----------------------------
Commodity Options $ 92 $ 4
Equity and Future Options 174 -
Fixed Income Options 2,503 -
Foreign Exchange Options 1,426 -
The Partnership's principal trading activities are primarily with brokers and
other financial institutions with a concentration in North America, Europe and
Asia. The Partnership is subject to the risk of restrictions imposed by foreign
governments on repatriation of cash and to political or economic uncertainties.
The Partnership's assets are held with a trust company.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
(In thousands)
(Unaudited)
5. 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 gain from investment transactions:
Net Gains (Losses)
for Six Months
ended June 30, 1996
-------------------
Equity activities $ 40,309
Foreign Exchange activities 14,316
Commodity activities 13,420
U.S. Dollar activities 423
Fixed Income activities (16,120)
---------
Gain from investment transactions $ 52,348
=========
The following table presents the June 30, 1996 values of derivative financial
instruments and the average values during the period of those instruments.
<TABLE>
<CAPTION>
Average
Value for the
Value at Six Months ended
June 30, 1996 June 30, 1996
------------------ ----------------
<S> <C> <C>
Assets:
Commodities $72,702 $50,869
Foreign Exchange 55,971 57,881
Equities 46,677 52,140
Fixed income 14,015 30,188
Liabilities:
Commodities 238 34
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
(In thousands)
(Unaudited)
6. Selected Financial Ratios
The following represent the ratios to average net assets for the periods (not
annualized):
Six Months March 1, 1992
Ended (Commencement of
June 30, 1996 Year Ended December 31, Operations)
(Unaudited) 1995 1994 1993 to December 31, 1992
- -------------------------------------------------------------------------------------------------------------------------
Investment loss (1.06)% (2.34)% (1.35)% (1.06)% (1.68)%
Operating expenses .60 1.08 1.09 1.24 1.00
Interest and dividends
on securities sold, not
yet purchased 1.13 2.74 1.80 1.45 2.53
Total expenses 1.73 3.82 2.89 2.69 3.53
Portfolio turnover 261.04 441.79 289.85 203.56 216.17
Total return * 13.56 10.60 (18.90) 70.67 5.93
<FN>
* Total return assumes a purchase of a Partnership interest on the first day
and a sale of the Partnership interest on the last day of the periods noted,
before special allocation to General Partner, if any.
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1996
(Unaudited)
<CAPTION>
Shares Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks - 89.67%
Advertising - 1.31%
Foreign:
1,440,700 WPP Group $ 4,851,413
-------------
4,851,413
Automotive - .32%
Domestic:
22,500 General Motors Corp. 1,178,438
-------------
1,178,438
-------------
Banks/Finance - 16.55%
Domestic:
95,500 Bank of New York Inc. 4,894,375
23,700 Capital One Financial Corp. 675,450
113,900 Citicorp 9,410,988
340,277 Countrywide Credit Inds. 8,421,856
27,220 First Federal Financial Corp. 472,948
84,244 First Financial Fund Inc. 1,084,642
40,484 First Republic Bancorp 622,442
38,700 First USA Inc. 2,128,500
139,700 Norwest Corp. 4,872,038
51,900 Sei Corp 1,096,388
286,800 United Asset Management Corp. 7,026,600
4,600 Wells Fargo & Co. 1,098,825
Foreign:
57,300 Acom Co. Ltd. 2,241,833
946,340 Barclays PLC ADR 11,344,397
112,362 Kookmin Bank 2,105,922
12,000 Nichiei Co., Ltd. 798,906
37,500 Promise Co. Ltd. 1,846,785
236,800 Westpac Banking Corporation 1,049,082
-------------
61,191,977
-------------
Chemicals - .23%
Domestic:
26,000 Monsanto Co. 845,000
-------------
845,000
-------------
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1996
(Unaudited)
<CAPTION>
Shares Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks - 89.67%(continued)
Consumer Products - 4.23%
Domestic:
13,500 Donna Karan Intl. Inc. $ 378,000
26,700 Kellogg Co. 1,955,775
62,293 Mattel Inc. 1,783,137
256,800 Pittston Brink's Group 7,479,300
Foreign:
8,410 Cho Sun Brewery Co., Ltd. 243,693
207,000 Kimberly Clark De Mexico-A 3,782,263
-----------
15,622,168
-----------
Cyclicals - 3.95%
Domestic:
351,368 Mark IV Industries 7,949,701
65,800 Navistar International 649,775
125,000 Xtra Corp. 5,531,250
Foreign:
1,982 Compagnie Generale 455,358
-----------
14,586,084
-----------
Energy 8.21%
Domestic:
47,500 Tosco Corp. 2,386,875
79,100 Ultramar Corp. 2,293,900
125,500 Valero Energy Corp. 3,137,500
Foreign:
638,200 Enterprise Oil 4,555,650
194,523 Helikopter Service AS 2,242,771
22,083 Omv Ag Ord. 2,224,780
521,160 Transocean NOK 5 Ord. 13,499,686
-----------
30,341,162
-----------
Entertainment - 3.33%
Domestic:
43,200 Carnival Corp. 1,247,400
372,825 Gtech Holdings Corporation 11,044,941
-----------
12,292,341
-----------
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1996
(Unaudited)
<CAPTION>
Shares Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks - 89.67% (continued)
Funds - 5.48%
Foreign:
149,000 Daehan Prime Equity Trust $ 1,370,396
38,887 Framlington Russian Investment Fund 443,701
126,900 India Magnum Fund Class "A" 6,471,900
119,300 India Magnum Fund Class "B" 6,084,300
239,698 Korea Magnum Trust 5,136,808
68,985 Maritime Investment Fund Ltd. Ord. "144A" 742,344
-----------
20,249,449
-----------
Health Care Products -6.65%
Domestic:
72,300 Baxter International Inc. 3,416,175
34,700 Mid Atlantic Medical Services 494,475
Foreign:
40,555 Astra AB Shares A-F 1,788,796
14,020 Ciba Geigy Ag CHF 20-Registered Shares 17,056,641
1,610 Sandoz AG-R 1,837,982
-----------
24,594,069
-----------
Insurance - 8.39%
Domestic:
2,100 General Re Corp. 319,725
85,000 Integon Corp. 1,710,625
Foreign:
4,466 LG Insurance 451,556
790 Samsung Fire & Marine Ins. 516,276
14,965 Swiss Reinsurance Swiss Reg Shares CHF10 15,341,065
2,820,911 Uni Storebrand Bundna "A" 12,662,660
-----------
31,001,907
-----------
Metals - 1.26%
Domestic:
13,000 Nucor 658,125
Foreign:
80,600 Impala Platinum Holdings ADR 1,159,277
84,065 Voest - Alpine Stahl AG 2,838,762
-----------
4,656,164
-----------
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1996
(Unaudited)
<CAPTION>
Shares Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks - 89.67% (continued)
Paper - 5.24%
Domestic:
126,800 Bowater Inc. $ 4,770,850
Foreign:
782,700 Abitibi Price Inc. 10,664,288
145,212 Koninklijke Knp Bt 3,485,088
34,000 MacMillan Bloedel Ltd. 451,520
-------------
19,371,746
-------------
Real Estate - .07%
Foreign:
333,500 JCG Holdings Ltd. Hkd.10 Ord. 271,436
------------
271,436
-------------
Retail - 8.69%
Domestic:
110,300 Dollar General 3,226,275
321,600 General Nutrition Co., Inc. 5,628,000
55,600 Home Depot 3,002,400
96,080 Kohls Corp. 3,518,930
18,600 Meyr Fred Inc. 546,375
275,500 Micro Warehouse Inc. 5,510,000
143,100 Office Depot Inc. 2,915,663
116,400 Penn Traffic Co. 989,400
78,900 United Retail Group Inc. 359,981
59,300 Vons Companies, Inc. 2,216,338
Foreign:
4,359,300 Giordano International Ord. Holdings 4,223,855
-------------
32,137,217
-------------
Shipping - 2.48%
Domestic:
81,192 Teekay Shipping Corp. 2,141,450
Foreign:
463,889 Bona Shipholding Ord. "144A" 5,520,279
109,700 First Olsen Tankers Ltd. 944,381
120,840 Western Bulk Shipping AS 557,294
------------
9,163,404
-------------
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1996
(Unaudited)
<CAPTION>
Shares Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks - 89.67% (continued)
Technology - 6.69%
Domestic:
104,500 Altera Corp. $ 3,971,000
77,800 Cascade Communications Corp 5,290,400
110,300 Cisco Systems 6,245,738
31,400 Intel Corp. 2,305,938
81,400 Linear Technology 2,442,000
89,000 Maxim Integrated Products Inc. 2,430,813
38,600 Seagate Technology, Inc. 1,737,000
Foreign:
29,250 Indigo N.V. Nlg.04 Series B Prfd. "144" 321,750
------------
24,744,639
------------
Telecommunications - 1.75%
Domestic:
181,400 Loral Space & Communications 2,471,575
Foreign:
10,200 Portugal Telecom ADR 267,750
110,160 Portugal Telecom SA 2,876,278
38 Rostelecom "144A" 836,000
------------
6,451,603
------------
Transportation - 1.32%
Domestic:
4,000 AMR Corp. 364,000
251,300 US Air Group 4,523,400
------------
4,887,400
------------
Utilities - 3.52%
Foreign:
116,685 Cie Generale Des Eaux 13,019,089
------------
13,019,089
------------
Total Common Stocks (Cost $300,725,776) $331,456,706
============
Face Amount
-----------
Loans - .80%
Domestic:
3,134,000 Panamanian Gov't Loan USD Due 9/30/97 $ 2,975,420
------------
Total Loans (Cost $1,716,618) $ 2,975,420
============
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1996
(Unaudited)
<CAPTION>
Contracts Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Options - 39.63% Calls - 20.46%
Domestic:
872 Aluminum Call Str.1300, Exp. 9/17/96 $ 194,210
123,253 Equity Basket Exp. 6/10/97-6/27/97 16,779,430
81,564 Palladium Call Str. 100-105, Exp 8/28/96-6/25/97 2,624,815
38,702 Platinum Call Str. 318-330, Exp. 3/25/97-6/26/97 2,780,790
7 U.S. Dollar Call/French Franc Put Str.4.75-5.16,
Exp. 7/9/96-9/16/96 11,781,460
1 U.S. Dollar Call/Italian Put Str. 1425, Exp. 7/10/96 1,069,091
18 U.S. Dollar Call/Japanese Yen Put Str. 101.90-108.90,
Exp. 8/15/96-12/16/96 15,323,370
1 U.S. Dollar Call/New Zealand Put Str. .70, Exp. 7/8/96 394,214
4 U.S. Dollar Call/Swiss Franc Put Str. 1.14-1.246,
Exp. 7/3/96-11/27/96 8,510,320
7,682 Zinc Call Str. 775-825, Exp. 9/16/96-1/13/97 1,883,922
Foreign:
7,108 Cho Sun Brewery Call Str. .01 Exp. 2/3/97 205,965
1 DEM Bund Call Str.104.84, Exp. 11/1/96 65,752
1 Deutschemark Call/French Franc Put Str. 3.13, Exp. 7/1/96 8,384,183
2 Deutschemark Call/Swiss Franc Put Str. .83, Exp. 7/26/96 16,388
7 Deutschemark/Italian Knock Out Range Option
Str. 957.5-1077.5, Exp. 4/23/97 320,470
52,896 Japanese Equity Basket Exp. 6/27/97 5,311,163
-----------
75,645,543
-----------
Puts - 19.17%
Domestic:
18,995 Copper Put Str. 2481-3550, Exp. 9/4/96-12/15/97 22,777,610
2,000 Equity Basket Index, Exp. 6/28/97 13,491,360
1 U.S. Dollar Put/Australian Dollar Call Str. .73, Exp. 7/5/96 395,401
1 U.S. Dollar Put/Canadian Call Str. 1.43, Exp. 7/5/96 255,855
1 U.S. Dollar Put/Deutschemark Call Str. 1.64, Exp. 7/9/96 4,502,567
1 U.S. Dollar Put/Great British Pound Call Str. 1.46, Exp. 7/3/96 982,791
1 U.S. Dollar Put/Japanese Call Str. 117, Exp. 7/1/96 3,997,361
2 U.S. Dollar Put/South African Rand Call Str. 3.955-3.957,
Exp. 1/28/97 37,939
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1996
(Unaudited)
<CAPTION>
Contracts Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Options - 39.63% (continued)
Puts - 19.17% (continued)
Foreign:
2,000 Global Macro Exp. 1/22/97 $ 14,748,880
1 International Equity Basket Put, Exp. 7/11/96 9,648,279
49 Kof Puts Str. 30, Exp. 1/17/97 18,375
1 SEK SGB Put Str. 101.603, Exp. 8/26/96 0
-------------
70,856,418
-------------
Total Options (Cost $151,188,092) $ 146,501,961
=============
Other Options - 2.19%
Domestic:
3,416,428 Crack Spread Swaption Exp. 2/28/98 - 3/31/98 $ 6,441,700
10 U.S. Fixed Income, Exp. 7/25/96-2/13/97 481,425
Foreign:
5 German Fixed Income Str. 6.298-7.82, Exp. 10/15/96-12/6/96 1,176,748
-------------
Total Other Options (Cost $11,682,153) $ 8,099,873
=============
Face Amount
-----------
Short-Term Investments - 5.37%
Domestic:
20,000,000 US T-Bill 8/22/96 $ 19,848,750
-------------
Total Short-Term Investments (Cost $19,846,156) $ 19,848,750
=============
Other Investments - .07%
Rights and Warrants - .07%
Foreign:
657,922 Cia Cervejaria Brahma Prfd. Wts., Exp. 9/30/96 $ 225,338
51,323 Cia Cervejaria Brahma Wts., Conv. Ord., Exp. 9/30/96 16,339
18,850 Gold Reserve Purchase Wts. 3/15/96 8,296
-------------
Total Other Investments (Cost $150,634) $ 249,973
=============
Total Investments (Cost $485,309,429) - 137.73% $ 509,132,683
Liabilities, Less Other Assets - 37.73% (139,491,843)
-------------
Net Assets - 100% $ 369,640,840
=============
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased
June 30, 1996
(Unaudited)
<CAPTION>
Shares Security Description Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks
Domestic:
3,100 America Online Inc. $ 135,625
23,400 Aon Corp. 1,187,550
7,400 Xylan Corp. 344,100
Foreign:
11,000 Chuo Trust & Banking 108,345
20,000 Euro Disney 54,914
284,513 Eurotunnel 419,579
1,580 Grupo Financiero Bancomer ADR Ser. B 13,757
600 Grupo Financiero Serfin ADR 3,075
85,000 Hang Seng Bank Ltd. 856,800
5,612 Hoogovens 207,511
500 Man AG German Ord 124,278
181,000 NEC Corp. 1,963,850
30,000 Nippon Credit Bank 111,354
8,000 Oki Electric Industry Co. 54,720
1,700 Siemens AG 90,689
6,400 Tokyo Steel Mfg. Co. 125,967
-----------
Total Short Common Stock (Proceeds $5,773,921) $ 5,802,114
===========
Face Amount
-----------
Bonds
Foreign:
3,520,000 Panama IRB WI Float 6/30/14 $ 1,949,376
2,300,000 Panama PDI WI 6/30/16 1,400,240
-----------
Total Bonds (Proceeds $2,901,163) $ 3,349,616
===========
Contracts
---------
Options
Calls
Domestic:
49 KOF Call Str. 30, Exp. 1/17/97 $ 14,700
-----------
14,700
-----------
Puts
Domestic:
1,890 Copper Put Str. 1850-1900, Exp. 10/14/96-12/16/96 237,873
-----------
237,873
Total Options (Proceeds $175,578) $ 252,573
===========
Total Short Securities (Proceeds $8,850,662) $ 9,404,303
===========
</TABLE>
Affirmation of the Commodity Pool Operator
IN WITNESS WHEREOF, the undersigned has made and signed this document as of the
15th day of August, 1996 and affirms that to the best of his knowledge and
belief, the information contained in this document is accurate and complete.
PANTHER MANAGEMENT COMPANY, L.P.
Corporate General Partner and Commodity Pool
Operator of Panther Partners, L.P.
By: PANTHER MANAGEMENT CORPORATION
Sole General Partner
By: /s/ Nolan Altman
-----------------------------
Nolan Altman
Chief Financial Officer
PANTHER PARTNERS, L.P.
----------------------------------------------
Annual Report
and
Financial Statements
For the Year Ended
31st December, 1995
----------------------------------------------
PANTHER PARTNERS, L.P.
----------------------------------------------
Annual Report
and
Financial Statements
For the Year Ended
31st December, 1995
----------------------------------------------
This report has been prepared for the information
of partners of Panther Partners, L.P. and is not
authorized for distribution to prospective investors
unless preceded or accompanied by the current
Private Placement Memorandum of Panther Partners, L.P.
A claim of exemption under Regulation Section 4.12(b)(2)(iii)
has been filed with the Commodity Futures Trading
Commission for Panther Partners, L.P.
------------------------------------------------------------------------------
MANAGEMENT
------------------------------------------------------------------------------
Individual General Partners
*H. Winston Holt, IV
Managing Director
Panther Management Company, L.P.
*Steven C. Olson
Treasurer
Panther Management Company, L.P.
Dr. George H. Pollock
Professor of Psychiatry and Behavioral Sciences
Northwestern University Medical School
Peter L. Shea
Managing Director
Hydrocarbon Energy, Inc.
John A. Stout
Managing Director
Pointer Management Company
Corporate General Partner
Panther Management Company, L.P.
101 Park Avenue
New York, New York 10178
(212) 984-2500
- ------------------------------------------------------------------------------
* Affiliated with Panther Management Company, L.P., the Corporate General
Partner of Panther Partners, L.P.
- ------------------------------------------------------------------------------
THE FUND
- ------------------------------------------------------------------------------
Panther Partners, L.P. (the "Fund") is a closed-end, non-diversified management
investment company registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended. The Fund commenced operations on
March 1, 1992. Interests in the Fund have been offered to eligible investors in
private placements and are subject to restrictions on transfer.
The Fund's investment objective is to maximize total return primarily through
trading in securities of both U.S. and foreign issuers. The Fund uses its
capital primarily to (i) purchase equity and debt securities (some of which may
be of a speculative nature or which at the time of their acquisition may be
restricted as to their transferability or disposition thereof), (ii) sell
securities short, (iii) purchase and sell commodity futures contracts and
commodity options contracts for hedging purposes and other purposes that are
incidental to its securities trading activities, and purchase and sell currency
forward contracts and (iv) purchase and sell options contracts, including put
and call options written by the Fund or by others and "synthetic" options, on
securities, stock market indices and foreign currencies. The Fund may borrow
money from brokerage firms and banks to enable it to buy securities.
Ultimate responsibility over the affairs of the Fund is vested in five
individual general partners (the "Individual General Partners") who exercise the
same powers, authority and responsibilities on behalf of the Fund as are
customarily exercised by the directors of a registered investment company
organized as a corporation. Investment advisory services are provided to the
Fund by Panther Management Corporation or Panther Management Company, L.P. (the
"Corporate General Partner"), which is also responsible for the day-to-day
management and administration of the Fund.
Panther Management Corporation receives from the Fund monthly advisory fees at
an annual rate equal to one and one-half percent of the first $10,000,000 of the
Fund's net assets, one percent of the next $10,000,000 of the Fund's net assets
and three quarters of one percent of the Fund's net assets in excess of
$20,000,000.
So long as the Corporate General Partner provides advisory services to the Fund,
at the end of the initial twelve month period during which a limited partner
will have been a partner of the Fund, and generally at the end of each fiscal
year thereafter, a performance allocation of 15 percent of the net profit which
has been credited to the capital account of such limited partner during such
period shall be transferred from such limited partner's capital account to the
capital account of the Corporate General Partner. The performance allocation is
charged to any limited partner only to the extent that the cumulative net profit
with respect to such limited partner through the close of any period exceeds the
highest level of cumulative net profits with respect to such limited partner
through the close of any prior period.
The Fund bears all expenses incurred for or in connection with portfolio
transactions, including brokerage commissions, custodial fees, withholding and
transfer taxes, governmental fees, interest and commitment fees on loans and
debit balances, borrowing charges on securities sold short and research fees
including costs of news services, quotation equipment and related hardware and
software, as well as legal fees, organization and registration expenses,
expenses of meetings of partners of the Fund or any other expenses as may be
approved from time to time by the Individual General Partners.
The Corporate General Partner bears certain direct and indirect costs of the
Fund's operations, including expenses incurred for the Fund for office space,
support services and telecommunications, accounting fees and expenses of
meetings of the Individual General Partners. The Corporate General Partner may
receive certain services including hardware, software, data bases and other
news, technical and telecommunications services and equipment utilized in the
management process from brokers selected by the Corporate General Partner to
execute portfolio transactions for the Fund.
- ------------------------------------------------------------------------------
1995 INVESTMENT PERFORMANCE
- ------------------------------------------------------------------------------
The net performance for the Fund for the 1995 calendar year was 10.6% compared
to the 37.6% return for the S&P 500 with income for the same period. The
majority of the Fund's performance was derived from global stock markets,
non-equity and currency investments.
- ------------------------------------------------------------------------------
DISTRIBUTION REINVESTMENT PLAN
- ------------------------------------------------------------------------------
After the end of each fiscal year, each partner of the Fund is entitled to
receive a distribution equal to the entire amount of net profit, or any
percentage thereof, (including unrealized appreciation) allocated and credited
to such partner's capital account during such fiscal year (reduced ratably to
the extent the Fund deems advisable in order to preserve funds for the efficient
operation of the Fund). Profits not received by any partner will not be
distributable in subsequent years. In the discretion of the Corporate General
Partner, distributions may be paid in part or in whole in cash or securities of
equivalent value. At least 90 percent of any distribution will be made within 90
days after the end of such fiscal year and the balance of such distribution will
be made within 120 days after the end of such fiscal year.
Participation in the distribution reinvestment plan will not affect the U.S.
federal income tax consequences to each partner of an investment in the Fund,
which is described in the Private Placement Memorandum of the Fund, but partners
which elect to reinvest distributions should be aware that they will not receive
in cash or securities of equivalent value economic profits for each year even if
they incur U.S. federal income taxes on items of net income and realized gain in
such year. There are no fees, commissions or expenses chargeable to partners in
connection with reinvestment of distributions.
Financial Statements
Panther Partners, L.P.
(a limited partnership)
Year ended December 31, 1995
with Report of Independent Auditors
Panther Partners, L.P.
(a limited partnership)
Financial Statements
Year ended December 31, 1995
Contents
Report of Independent Auditors.......................................... 1
Statement of Assets, Liabilities and Partners' Capital.................. 2
Statement of Operations and Special Allocation.......................... 3
Statement of Changes in Partners' Capital - Net Assets.................. 4
Statement of Cash Flows................................................. 5
Notes to Financial Statements........................................... 6
Schedule of Portfolio Investments....................................... 14
Schedule of Securities Sold, Not Yet Purchased.......................... 23
Affirmation of the Commodity Pool Operator.............................. 24
Report of Independent Auditors
To the Partners of
Panther Partners, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Panther Partners, L.P., including the schedules of portfolio
investments and securities sold, not yet purchased as of December 31, 1995, and
the related statements of operations and special allocation and cash flows for
the year then ended, the statement of changes in partners' capital - net assets
for each of the two years in the period then ended and the selected financial
ratios for each of the periods indicated therein. These financial statements and
selected financial ratios are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and selected financial ratios based on our audits.
We conducted our audits 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 and selected
financial ratios 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, 1995, 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 audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and the selected financial ratios
referred to above present fairly, in all material respects, the financial
position of Panther Partners, L.P. at December 31, 1995, the results of its
operations and special allocation and cash flows for the year then ended,
changes in partners' capital - net assets for each of the two years in the
period then ended, and the selected financial ratios for the indicated periods,
in conformity with generally accepted accounting principles.
February 16, 1996
/s/ ERNST & YOUNG LLP
Panther Partners, L.P.
(a limited partnership)
Statement of Assets, Liabilities and Partners' Capital
December 31, 1995
Assets
Investments in securities - at market (cost - $453,065,584) $ 521,722,397
Due from brokers 158,853,139
Organizational costs (net of accumulated amortization
of $576,094) 175,334
Other assets 760,778
-------------
Total Assets 681,511,648
-------------
Liabilities
Collateral payable 61,582,502
Short-term borrowings 115,000,000
Securities sold, not yet purchased - at market
(proceeds of sales - $940,303) 873,516
Due to brokers 25,260,919
Management fee payable 940,672
Other liabilities 1,186,568
-------------
Total liabilities 204,844,177
-------------
Partners' capital - net assets $ 476,667,471
=============
Partners' capital - Net Assets
Represented by:
Capital contributions, (net of syndication costs of
$150,000 in 1992) $ 489,372,177
Capital withdrawals (129,990,656)
Accumulated net investment loss (24,214,978)
Accumulated net realized gain on investments 75,441,710
Unrealized appreciation on investments 66,059,218
-------------
$ 476,667,471
=============
See notes to financial statements
Panther Partners, L.P.
(a limited partnership)
Statement of Operations and Special Allocation
Year ended December 31, 1995
Gain from investment transactions
Net realized gain/(loss) on:
Investment securities $ 43,609,792
Foreign currency contracts (12,123,094)
------------
31,486,698
------------
Unrealized appreciation on investments:
Beginning of year 41,172,045
End of year 66,059,218
------------
Net increase in unrealized appreciation 24,887,173
------------
Gain from investment transactions 56,373,871
------------
Investment loss
Income:
Dividends 6,220,368
Interest 723,070
------------
6,943,438
------------
Expenses:
Interest 12,825,860
Management fee 3,627,107
Transactions fees 300,000
Taxes withheld on foreign dividends 466,479
Legal fees 203,025
Amortization of organizational costs 150,285
Individual General Partners' fees and expenses 80,801
Dividends on securities sold, not yet purchased 47,058
Miscellaneous 236,896
------------
17,937,511
------------
Investment loss - net (10,994,073)
------------
Net increase in net assets resulting from operations 45,379,798
Less allocation of net increase in net assets
resulting from operations:
Special allocation to General Partner (Note 2) 3,805,862
------------
Net increase in net assets resulting from operations available
for pro-rata distributions to all partners (Note 2) $ 41,573,936
============
See notes to financial statements.
Panther Partners, L.P.
(a limited partnership)
Statement of Changes in Partners' Capital - Net Assets
<TABLE>
<CAPTION>
General Limited
Total Partner Partners
----- ------- --------
<S> <C> <C> <C> <C>
Total partners' capital - net assets at
December 31, 1993 $503,314,000 $6,684,096 $496,629,904
Year ended December 31, 1994:
Capital contributions 146,282,240 - 146,282,240
Capital withdrawals (39,043,160) - (39,043,160)
Investment loss - net $ (6,750,595)
Net realized loss on investments (22,461,522)
Change in unrealized appreciation
on investments (83,927,817)
-----------
Net decrease in net assets resulting
from operations (113,139,934)
Less allocation of net decrease in net
assets resulting from operations:
Special allocation to General
Partner (Note 2) -
-----------
Net decrease in net assets result-
ing from operations available
for pro-rata distribution to all
partners (Note 2) (113,139,934) (1,263,830) (111,876,104)
----------------------------------------------------
Total partners' capital - net assets at
December 31, 1994 497,413,146 5,420,266 491,992,880
Year ended December 31, 1995:
Capital contributions 11,364,937 1,464,937 9,900,000
Capital withdrawals (77,490,410) (77,490,410)
Investment loss - net (10,994,073)
Net realized gain on investments 31,486,698
Change in unrealized appreciation
on investments 24,887,173
----------
Net increase in net assets resulting
from operations 45,379,798
Less allocation of net increase in net
assets resulting from operations:
Special allocation to General
Partner (Note 2) 3,805,862 3,805,862 3,805,862
---------------
Net increase in net assets result-
ing from operations available
for pro-rata distribution to
all partners (Note 2) 41,573,936 727,485 40,846,451
---------------------------------------------------
Total partners' capital - net assets at
December 31, 1995 $476,667,471 $11,418,550 $465,248,921
===================================================
See notes to financial statements.
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Statement of Cash Flows
Year ended December 31, 1995
Cash flows from operating activities
Net increase in net assets resulting from operations $ 45,379,798
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities:
Amortization of organizational costs 150,285
(Increase) decrease in:
Investments in securities 64,536,015
Due from brokers (137,844,216)
Other assets 163,392
Increase (decrease) in:
Collateral payable 30,672,902
Securities sold, not yet purchased (11,717,712)
Due to brokers 24,769,514
Management fee payable 940,672
Other liabilities (900,344)
-------------
Net cash provided by operating activities 16,150,306
Cash flows from financing activities
Net short-term borrowings 49,975,167
Capital contributions 11,364,937
Capital withdrawals (77,490,410)
-------------
Net cash used in financing activities (16,150,306)
Increase in cash -
Cash at beginning of the year -
-------------
Cash at end of the year $ -
=============
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest $ 12,779,637
=============
See notes to financial statements.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
December 31, 1995
1. Significant Accounting Policies
Panther Partners, L.P. (the "Partnership") was organized under the Delaware
Revised Uniform Limited Partnership Act on October 2, 1990. The Partnership is
registered under the Investment Company Act of 1940 as a closed-end,
non-diversified management investment company and commenced operations on March
1, 1992. The Partnership will operate until December 31, 2050 unless further
extended or sooner terminated as provided for in the Limited Partnership
Agreement of the Partnership, as amended and restated through December 14, 1994
(the "Agreement"). The investment objective of the Partnership is to maximize
total return primarily through investing and trading in equity and debt
securities of both U.S. and foreign issuers, futures contracts and various
options on the foregoing.
The Agreement provides for not less than five "Individual General Partners" and
a Corporate General Partner. The Corporate General Partner is Panther Management
Company, L.P. ("PMC, L.P.") which is under common control and management with
Tiger Management Corporation.
Securities and commodities transactions, including related revenue and expenses,
are recorded on a trade-date basis and dividend income and expenses are recorded
on an ex-date basis.
Securities listed on a national securities exchange or the NASDAQ national list
are valued at their last sales price as of the last business day of the year.
Listed securities with no reported sales on such date and over-the-counter
securities are valued at their last closing bid price if held long by the
Partnership and last closing ask price if sold short by the Partnership. The
resulting unrealized gains and losses are included in net increase in net assets
resulting from operations.
The Partnership does not isolate that portion of the results from operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain from
investments.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Management believes that the estimates utilized in preparing its financial
statements are reasonable and prudent, however actual results could differ from
these estimates.
The Partnership enters into transactions in financial futures, foreign
exchange options and foreign currency forward contracts that are used for
hedging and nonhedging purposes. These contracts
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
1. Significant Accounting Policies (continued)
are valued at market or industry standard values with the resulting gains and
losses included in net increase in net assets resulting from operations.
The fair value of short term borrowings approximates its recorded amount.
Assets and liabilities denominated in foreign currencies held at year end are
translated at year end rates of exchange with the resulting gains and losses
included in net increase in net assets resulting from operations.
The expenses incurred by the Partnership in connection with its organization are
being amortized over a 60-month period beginning March 1, 1992.
Income taxes have not been provided as the partners are individually liable for
reporting their share of the profits or losses on their individual tax returns.
2. Related Party Transactions
Panther Management Corporation, General Partner of PMC, L.P., provides
administrative services to the Partnership and pays substantially all operating
expenses of the Partnership for which it receives a management fee. The
management fee is calculated monthly at an annual rate equal to one and one-half
percent of the first $10,000,000 of the Partnership's net assets, one percent of
the next $10,000,000 of the Partnership's net assets and three quarters of one
percent of the Partnership's net assets in excess of $20,000,000. For the year
ended December 31, 1995 the management fee totaled $3,627,107, of which
$2,686,435 has been paid and $940,672 is payable.
The Corporate General Partner of the Partnership is entitled under the terms of
the Agreement to receive, subject to certain limitations, an allocation of up to
15% of the net profits, as defined, of the Partnership. For the year ended
December 31, 1995, this allocation totaled $3,805,862. The term "pro-rata" as
used in the statement of operations and special allocation and the statement of
changes in partners' capital - net assets, represents the allocation of income
in accordance with the Agreement.
Each Individual General Partner receives an annual fee of $15,000 from the
Partnership and is reimbursed by the Partnership for all reasonable
out-of-pocket expenses incurred by them in performing their duties. For the year
ended December 31, 1995, these fees and expenses totaled $80,801.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
3. Securities Transactions
The aggregate number of purchases and sales of investment securities, excluding
short-term debt securities, for the year ended December 31, 1995, amounted to
$18,594,901,806 and $18,719,384,670 respectively.
At December 31, 1995, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see the
statement of assets, liabilities and partners' capital).
At December 31, 1995, accumulated net unrealized appreciation on investments in
securities, and securities sold, not yet purchased, was $68,723,600, consisting
of $90,079,563 gross unrealized appreciation and $21,355,963 gross unrealized
depreciation.
Due from brokers primarily represents unsettled trades and short sale proceeds
with a broker at December 31, 1995.
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk
In the normal course of business, the Partnership trades various financial
instruments and enters into various investment activities with off-balance sheet
risk. These financial instruments include forward and futures 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 values 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's foreign exchange trading activities involve the purchase and
sale of foreign exchange options having various maturity dates. The Partnership
seeks to limit its exposure to foreign exchange rate movements by hedging such
option positions with foreign exchange positions in spot currency, futures and
forward contracts.
Securities sold, not yet purchased, represent obligations of the Partnership to
deliver the specified security and thereby creates a liability to repurchase the
security 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
recognized in the statement of assets, liabilities and partners' capital.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
At December 31, 1995, the Partnership had outstanding forward exchange
contracts, both to purchase and sell foreign currencies, commodities and other
instruments, as follows:
<TABLE>
Foreign Currency Forward Buy and Sell Contracts
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Buy Contracts
3,752,018 British Pound Exp. 3/20/96 $ 5,777,421 $ 5,815,712 $ 38,291
96,523 Canadian Dollar Exp. 3/20/96 70,176 70,779 603
27,990,500 Deutsche Mark Exp. 1/3/96 and 3/20/96 19,580,523 19,559,068 (21,455)
15,719,236 French Franc Exp. 3/20/96 3,173,199 3,208,626 35,427
32,258,000 Hong Kong Dollar Exp. 1/16/96, 3/8/96
and 3/20/96 4,169,315 4,170,723 1,408
60,415,000,000 Indonesian Rupiah Exp. 6/26/96 and 7/5/96 24,806,990 24,641,180 (165,810)
938,548 Irish Punt Exp. 3/20/96 1,498,628 1,499,706 1,078
5,599,465,711 Italian Lira Exp. 3/20/96 3,471,783 3,491,858 20,075
16,646,013,412 Japanese Yen Exp. 3/21/96 166,156,323 162,929,454 (3,226,869)
17,060,858 Netherlands Guilder Exp. 3/20/96 10,658,670 10,665,555 6,885
10,842,000 Norwegian Krone Exp. 3/20/96 1,706,258 1,712,174 5,916
1,214,400,000 Spanish Peseta Exp. 3/20/96 9,924,244 9,903,947 (20,297)
35,848,786 Swedish Krona Exp. 3/20/96 5,338,623 5,368,068 29,445
8,385,416 Swiss Franc Exp. 3/20/96 7,301,166 7,321,235 20,069
--------------------------------------------------
Total buy contracts 263,633,319 260,358,085 (3,275,234)
---------------------------------------------------
Sell Contracts
(12,606,782) Australian Dollar Exp. 3/20/96 (9,312,427) (9,322,015) (9,588)
(12,936,821) British Pound Exp. 3/20/96 (19,890,654) (20,052,360) (161,706)
(10,628,667) Canadian Dollar Exp. 3/20/96 (7,718,008) (7,793,865) (75,857)
(46,997,471) Deutsche Mark Exp. 1/3/96 and 3/20/96 (32,878,657) (32,843,534) 35,123
(37,992,346) French Franc Exp. 3/20/96 (7,729,601) (7,755,035) (25,434)
(49,190,269) Hong Kong Dollar Exp. 1/18/96, 2/22/96
and 3/20/96 (6,358,840) (6,359,653) (813)
(60,415,000,000) Indonesian Rupiah Exp. 6/26/96 and 7/5/96 (24,773,995) (24,641,180) 132,815
(5,072,077) Irish Punt Exp. 3/20/96 (8,084,891) (8,104,672) (19,781)
(4,889,508,982) Japanese Yen Exp. 3/21/96 (48,384,092) (47,858,007) 526,085
(590,190) Netherlands Guilder Exp. 3/20/96 (369,445) (368,956) 489
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
<TABLE>
Foreign Currency Forward Buy and Sell Contracts (continued)
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------
Sell Contracts (continued)
<S> <C> <C> <C> <C>
(141,016) New Zealand Dollar Exp. 3/20/96 $ (91,378) $ (91,496) $ (118)
(169,307,463) Norwegian Krone Exp. 3/20/96 (26,683,564) (26,737,120) (53,556)
(7,890,000) South African Rand Exp. 3/20/96 (2,104,561) (2,121,950) (17,389)
(471,391,052) Spanish Peseta Exp. 3/20/96 (3,817,936) (3,844,394) (26,458)
(129,205,974) Swedish Krona Exp. 3/20/96 (19,427,452) (19,347,554) 79,898
(27,458,221) Swiss Franc Exp. 3/20/96 (24,055,468) (23,973,535) 81,933
----------------------------------------------------
Total sell contracts (241,680,969) (241,215,326) 465,643
---------------------------------------------------
Net currencies $ 21,952,350 $ 19,142,759 $(2,809,591)
====================================================
Commodity Forward Contracts
Number of Unrealized
Contracts Contract Commitment Market Value Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------
Buy Contracts
1 Corn Str. 3.225 Exp. 2/9/96 $ 1,025,914 $ 1,145,450 $ 119,536
1 Rhodium Str. 263.75 Exp. 3/28/96 590,009 522,720 (67,289)
------------------------------------------------
Total commodities $ 1,615,923 $ 1,668,170 $ 52,247
================================================
Other Contracts
Number of Unrealized
Contracts Contract Market Value Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------
Buy Contracts
141 Euro Dollar Future Exp. 3/18/96 $94,251 $94,251
225 German Bond Str. 92.25 Exp. 2/22/96 (11,669) (11,669)
1 Korea Mobile Telecom Equity Swap 68,014 68,014
1 Salomon Brothers Equity Basket Swap (84,375) (84,375)
1 Taiwan Weighted Index Swap Str. 4828.78,
Exp. 2/17/96 26,741 26,741
------------------------
Total other contracts $92,962 $92,962
=========================
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
The net unrealized loss of $2,664,382 is included in the statement of assets,
liabilities and partners' capital in due from brokers of $717,783 and due to
brokers of $3,382,165. The contract amounts of these instruments reflect the
Partnership's extent of involvement in the particular class of financial
instruments and do not represent the Partnership's risk of loss due to
counterparty nonperformance. The Partnership's exposure to credit risk
associated with counterparty nonperformance on forward contracts is limited to
the unrealized gains inherent in such contracts that are recognized in the
Partnership's statement of assets, liabilities and partners' capital. The
settlement of these transactions is not expected to have a material effect upon
the Partnership's statement of assets, liabilities and partners' capital. The
Partnership seeks to reduce its exposure to credit risk associated with
counterparty nonperformance on options by obtaining collateral where possible.
Options purchased provide for cash settlement and require the payment of a
premium, or a percentage thereof, in exchange for the right to receive the
market movement on the underlying security or basket of instruments. Risk of
loss is limited to the premiums as reflected in the statement of assets,
liabilities and partners' capital.
A summary of open contract or notional amounts (in millions) at December 31,
1995 is as follows:
Purchases Sales
-----------------------
Commodity Options $ 88 -
Equity and Future Options 333 $3
Fixed Income Options 3,047 -
Foreign Exchange Options 890 -
The Partnership's principal trading activities are primarily with brokers and
other financial institutions with a concentration in North America, Europe and
Asia. The Partnership is subject to the risk of restrictions imposed by foreign
governments on repatriation of cash and to political or economic uncertainties.
The Partnership's assets are primarily held with a trust company.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
5. 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 gain from investment transactions:
Net Gains
(Losses)
for 1995
---------
Equity activities $40,332,583
Foreign Exchange activities 23,567,502
U.S. Dollar activities 1,633,563
Fixed Income activities (551,209)
Commodity activities (8,608,568)
-----------
Gain from investment transactions $56,373,871
===========
The following table presents the year-end values of derivative financial
instruments and the average values during the year of those instruments:
Value at Average
December 31, Value for
1995 1995
------------------------------------
Assets:
Fixed Income $64,047,484 $21,019,195
Equities 49,201,237 56,255,316
U.S. Dollar 37,922,211 23,601,626
Commodities 28,407,000 29,798,108
Liabilities:
Equities - 111,361
Foreign Exchange - 1,694,054
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
6. Short-term Borrowings
The Partnership has short-term borrowings that are collateralized by securities
held by a trust company. The borrowings bear interest at fluctuating rates
primarily based on brokers' call and federal funds for U.S. dollar denominated
borrowings, and varying currency specific London Interbank Offered Rates for
foreign currency denominated borrowings.
At December 31, 1995, the Partnership had approximately $49,157,000 of unused
lines of credit, which provide for additional short-term borrowings at the
interest rates discussed above.
7. Selected Financial Ratios
The following represents the ratios to average net assets for the period:
<TABLE>
<CAPTION>
March 1, 1992
(Commencement of
Year Ended December 31 Operations) to
1995 1994 1993 December 31, 1992
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment loss (2.34)% (1.35)% (1.06)% (1.68)
Operating expenses 1.08 1.09 1.24 1.00
Interest and dividends on securities
sold, not yet purchased 2.74 1.80 1.45 2.53
Total expenses 3.82 2.89 2.69 3.53
Portfolio turnover 441.79 289.85 203.56 216.17
Total return * 10.60 (18.90) 70.67 5.93
</TABLE>
* Total return assumes a purchase of a Partnership interest on the first day and
a sale of the Partnership interest on the last day of the periods noted, before
special allocation to General Partner, if any.
8. Subsequent Events
Effective January 1, 1996, the Partnership repurchased limited partner interests
of approximately $134,000,000 as part of a tender offer and distributed
approximately $1,487,000 in partner authorized distributions under the
Agreement. The Partnership also received capital contributions of approximately
$9,370,000.
Effective February 1, 1996, the Partnership repurchased limited and general
partner interests of approximately $22,729,000 and $4,487,000, respectively, as
part of a tender offer.
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
December 31, 1995
<CAPTION>
Shares Security Description Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks-62.24%
Automotive/Trucking-0.01%
Foreign:
8,000 Nissan Motor Co. Ltd. $ 61,354
-------------------
61,354
-------------------
Banks/Finance-8.49%
Domestic:
12,500 Astoria Financial Corp. 570,312
74,000 Capital One Financial Corp. 1,766,750
1,900 Citicorp 127,775
52,020 First Federal Financial Corp. 734,782
146,344 First Financial Fund Inc. 1,811,007
27,400 First Interstate Bancorp 3,740,100
47,484 First Republic Bancorp 623,227
47,100 First USA Inc. 2,090,062
700 Household International Inc. 41,387
105,010 Resource Bancshares Mortgage Group Inc. 1,496,392
90,900 Sei Corp. 1,977,075
138,600 United Asset Management Corp. 5,318,775
2,200 Wells Fargo & Co. 475,200
Foreign:
1,099,740 Barclays PLC ADR 12,621,353
49,000 Long Term Credit Bank of Japan 417,021
59,000 Nichiei Co. Ltd. 4,393,617
513,700 Westpac Banking Corporation 2,272,358
-------------------
40,477,193
Chemicals-1.31%
Domestic:
11,400 Hercules Inc. 642,675
45,700 Monsanto Co. 5,598,250
-------------------
6,240,925
-------------------
Consumer Products-3.69%
Domestic:
6,200 Mattel Inc. 190,650
42,400 Philip Morris Companies Inc. 3,837,200
</TABLE>
<TABLE>
<CAPTION>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
Shares Security Description Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks-62.24% (continued)
Consumer Products-3.69% (continued)
Foreign:
3,000 Asahi Breweries Ord. $ 35,396
72,105 Bic Corp. 7,320,006
106,000 Kao Corp. 1,312,186
181,600 Kimberly Clark De Mexico - A 2,752,384
2,000 Sega Enterprises 110,251
2,110,900 Waterford Wedgewood 2,023,298
-------------------
17,581,371
Cyclicals-3.42%
Domestic:
600 Ionics Inc. 26,100
22,600 Cummins Engine Co., Inc. 836,200
266,699 Mark IV Industries 5,267,305
20,300 Owens-Corning Fiberglas Corp. 910,962
3,569 Pullman Co. 32,121
81,000 Sealed Air Corp. 2,278,125
155,000 Xtra Corp. 6,587,500
Foreign:
1,882 Compagnie Generale 371,374
-------------------
16,309,687
Energy-3.90%
Domestic:
13,400 Tosco Corp. 510,875
10,600 Ultramar Corp. 272,950
105,100 Valero Energy Corp. 2,574,950
Foreign:
1 Chernogorneft 63,500
212,300 Frontline "Free" 559,846
189,323 Helikopter Service AS 2,314,900
53,000 Nippon Oil Company Ltd. 332,147
46,000 Mitsubishi Oil Company 407,950
668,960 Transocean NOK 5 Ord. 11,556,903
-------------------
18,594,021
-------------------
</TABLE>
<TABLE>
<CAPTION>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
Shares Security Description Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks-62.24% (continued)
Entertainment-4.73%
Domestic:
200 Carnival Corp. $ 4,875
406,025 Gtech Holdings Corporation 10,556,650
493,700 Harrah's Entertainment Inc. 11,972,225
-------------------
22,533,750
-------------------
Funds-4.47%
Foreign:
149,000 Daehan Prime Equity Trust 1,465,221
38,887 Framlington Russian Investment Fund 375,648
156,700 India Magnum Fund Class "A" 6,894,800
119,300 India Magnum Fund Class "B" 5,249,200
239,698 Korea Magnum Trust 5,391,892
68,985 Maritime Investment Fund Ltd. Ord. "144A" 729,217
93,000 The India Growth Fund Inc. 1,197,375
-------------------
21,303,353
-------------------
Health Care-3.09%
Domestic:
82,000 Baxter International Inc. 3,433,750
11,500 Cytel Corp. 70,438
30,900 Foundation Health Corp. 1,328,700
18,300 Genzyme Corp. 1,141,462
15,100 Guidant Corp. 637,975
15,300 Neopath Inc. 355,725
Foreign:
194,430 Astra Ab Shares A-F 7,764,074
-------------------
14,732,124
-------------------
Insurance-7.28%
Domestic:
108,000 Aon Corp. 5,386,500
87,300 Delphi Financial Group Inc. 1,855,125
135,800 Integon Corp. 2,800,875
54,100 Partnerre Holdings Inc. 1,487,750
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
<CAPTION>
Shares Security Description Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks-62.24% (continued)
Insurance-7.28% (continued)
Foreign:
225 Swiss Reinsurance Swiss Reg. Shares CHF $ 261,428
4,149,411 Uni Storebrand Bundna A 22,912,987
-------------------
34,704,665
-------------------
Media-0.60%
Domestic:
60,200 Viacom Inc. 2,851,975
-------------------
2,851,975
-------------------
Metals-0.46%
Domestic:
37,600 Gold Reserve Corp. 211,500
Foreign:
109,600 Impala Platinum Holdings ADR 1,999,835
-------------------
2,211,335
-------------------
Miscellaneous Services-0.29%
Domestic:
6,300 Ogden Corp. 134,663
Foreign:
31,000 Misumi Corporation 1,160,251
1,000 Secom Co. 69,439
-------------------
1,364,353
-------------------
Paper-6.38%
Domestic:
15,400 Bowater Inc. 546,700
13,100 Georgia-Pacific Corp. 898,987
Foreign:
827,500 Abitibi Price Inc. 11,998,751
468,500 Asia Pulp & Paper Co. Ltd. ADR 3,806,563
3,120,340 Jefferson Smurfit Group PLC 7,377,420
135,390 Mo Och Domsjoe AB-B 5,773,691
-------------------
30,402,112
-------------------
Real Estate-0.70%
Domestic:
100,500 Tucker Properties 879,375
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
<CAPTION>
Shares Security Description Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks-62.24% (continued)
Real Estate-0.70% (continued)
Foreign:
839,800 Great Eagle Holdings Ltd. $ 2,172,271
379,500 JCG Holdings LTD HKD. 10 Ord. 277,312
-------------------
3,328,958
-------------------
Retail-2.91%
Domestic:
3,500 Autozone Inc. 101,063
53,500 Circuit City Stores Inc. 1,477,938
21,100 Dollar General 437,825
2,900 Fastenal Co. 122,525
6,140 Kohls Corp. 322,350
2,300 Longs Drug Stores Corp. 110,113
157,500 Penn Traffic Co. 2,362,500
23,800 Sunglass Hut International 565,250
81,400 United Retail Group Inc. 356,125
77,900 Vons Companies Inc. 2,200,675
3,900 Waban Inc. 73,125
Foreign:
22,000 Daiei Inc. 265,957
5,168,000 Giordano International Ord. Holdings 4,411,381
7,000 Nichiei Co. Ltd. 92,746
114,000 Toho Store 975,725
-------------------
13,875,298
-------------------
Shipping-2.92%
Domestic:
64,600 Teekay Shipping Corp. 1,526,175
Foreign:
192,000 Bergesen D.Y. A-Aksjer Ord. 3,816,796
85,300 Bergesen D.Y. B-Aksjer Ord. 1,668,776
553,689 Bona Shipholding Ord. "144A" 5,536,890
117,300 First Olsen Tankers Ltd. 777,275
129,640 Western Bulk Shipping AS 593,149
-------------------
13,919,061
-------------------
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
<CAPTION>
Shares Security Description Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks-62.24% (continued)
Technology-1.24%
Domestic:
4,700 Cisco Systems $ 350,737
9,000 Intel Corp. 510,750
22,500 Maxim Integrated Products Inc. 866,250
63,800 Seagate Technology Inc. 3,030,500
24,100 Sun Microsystems Inc. 1,099,562
200 Symbol Technologies Inc. 7,900
Foreign:
4,000 Hosiden Electronics 34,429
3,000 Nippon Sharyo Seizo Kaisha 28,868
-------------------
5,928,996
-------------------
Telecommunications-4.83%
Domestic:
6,800 Adelphia Communications - Class A 47,600
47,300 Loral Corp. 1,673,237
Foreign:
16,629 Korea Mobile Telecom 19,121,956
28 Rostelecom "144A" 1,330,000
26,900 Telefonos De Mexico Series "L" ADR 857,438
-------------------
23,030,231
-------------------
Transportation-1.52%
Domestic:
13,000 AMR Corp. 965,250
Foreign:
307,400 Canadian National Railway Installment Receipts 4,611,000
398 KLM Royal Dutch Airlines 14,030
46,743 Konin Luchvaart Mij Royal Dutch Air 1,640,513
-------------------
7,230,793
-------------------
Total Common Stocks (Cost $246,933,577) $ 296,681,555
===================
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
<CAPTION>
Shares Security Description Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Preferred Stocks-0.13%
Domestic:
35,900 Prime Retail Cumulative Part. Stk. 8.5% $ 637,225
-------------------
Total Preferred Stocks (Cost $813,800) $ 637,225
===================
Face Amount
Bonds and Loans-0.67%
Foreign:
485,000 Ecuador PDI Float Rate 2/28/15 $ 166,174
2,116,000 Ecuador PDI Escrow 724,997
3,134,000 Panamanian Gov't. Loan USD Due 9/30/97 2,286,253
-------------------
Total Bonds and Loans (Cost $2,705,029) $ 3,177,424
===================
Contracts
---------
Options 31.29%
Calls-10.61%
Domestic:
4,501 Aluminum Calls Str. 1350-1375, Exp. 4/3/96-5/13/96 $ 1,538,491
38,626 Palladium Calls Str. 110-115, Exp. 2/27/96-2/28/96 565,438
41,824 Platinum Calls Str. 330-346, Exp. 3/27/96-3/28/96 2,867,876
1 U.S. Treasury Calls Str. 102.97, Exp. 4/3/96 863,130
9,855 Zinc Calls Str. 600-780, Exp. 4/15/96-9/16/96 3,395,197
Foreign:
2 German Bond Calls Str. 100.16-108.19,
Exp. 11/1/96 2,932,196
2 U.S. Dollar Call/Deutsche Mark Put Str.
1.33-1.4737, Exp. 1/16/96- 2/14/96 1,572,513
1 U.S. Dollar Call/French Franc Put Str. 4.3,
Exp. 3/18/96 10,435,759
13 U.S. Dollar Call/Japanese Yen Put Str. 94-102.5,
Exp. 1/4/96-12/13/96 22,938,788
1 U.S. Dollar Call/Swedish Krona Put Str. 6.12,
Exp. 1/16/96 3,452,980
-------------------
50,562,368
-------------------
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
<CAPTION>
Contracts Security Description Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Options 31.29% (continued)
Puts-20.68%
Domestic:
13,653 Copper Puts Str. 3250-4000, Exp. 4/15/96-12/16/96 $ 14,910,948
1 Crude-Oil Spread Put Str. 2.7, Exp. 5/1/96 3,052,000
94 Hightech Index Put Str. 337.79, Exp. 3/1/96 206,988
141 Eurodollar Future Put Str. 94 Exp. 3/18/96 3,525
1,300 S&P 600 Put, Exp. 3/15/96 861,250
Foreign:
524 Eurostyle Copper Put Str. 3175-3500,
Exp. 9/4/96-10/14/96 408,880
1 German Bond Put Str. 100, Exp. 6/13/96 -
4 German Unity Fund Put Str. 100-108.67,
Exp. 6/13/96 -
2,000 Global Index Str. 77.0269, Exp. 12/28/96 1,037,640
2,000 Global Macro Exp. 12/28/96 26,245,960
1 International Equity Basket Put, Exp. 1/5/96 26,427,590
2,000 Equity Basket Index, Exp. 12/28/96 20,368,440
1 U.S. Dollar Put/Australian Dollar Call Str. 0.68,
Exp. 1/16/96 5,078,645
-------------------
98,601,866
-------------------
Total Options (Cost $142,759,527) $ 149,164,234
===================
Other Options 7.14%
Puts-7.14%
Domestic:
2 U.S. Fixed Income Str. 5.77, Exp. 10/11/96 $ 1,598,068
Foreign:
35 German Fixed Income Str. 4.695-7.82,
Exp. 5/15/96-12/15/99 29,686,508
5 Japanese Fixed Income Str 3.53-3.7,
Exp. 3/4/96-2/28/06 2,733,298
-------------------
Total Other Options (Cost $22,073,211) $ 34,017,874
===================
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1995
<CAPTION>
Face Amount Security Description Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Short-Term Investments-7.96%
Domestic:
11,000,000 U.S. T-Bill Due 1/11/96 $ 10,987,686
27,000,000 U.S. T-Bill Due 3/28/96 26,934,525
-------------------
Total Short-Term Investments (Cost $37,629,806) $ 37,922,211
===================
Shares
Other Investments-0.02%
Rights And Warrants-0.02%
Domestic:
18,850 Gold Reserve Purchase Wts. 3/15/96 $ 103,207
Foreign:
51,323 Cia Cervejaria Brahma Wts., Conv. Ord.,
Exp. 9/30/96 1,574
657,922 Cia Cervejaria Brahma Pfd. Wts., Exp. 9/30/96 17,093
-------------------
Total Other Investments (Cost $150,634) $ 121,874
===================
Total Investments (Cost $453,065,584) - 109.45% $ 521,722,397
Liabilities, Less Other Assets - 9.45% (45,054,926)
--------------------
Net Assets-100% $ 476,667,471
===================
</TABLE>
<TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased
December 31, 1995
<CAPTION>
Shares Security Description Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Domestic:
25,900 Mercury Finance Co. $ 343,175
1,900 Sunglass Hut International 45,125
Foreign:
49,000 Chuo Trust & Banking 473,887
1,580 Grupo Financiero Bancomer Ser. B ADR 8,846
600 Grupo Financiero Serfin ADR 2,025
100 Nippon Credit Bank 458
-------------------
Total Short Common Stock
(Proceeds $793,287) $ 873,516
===================
Contracts
---------
Options
Calls
Domestic:
94 Hightech Index Calls Str. 337.79, Exp. 3/1/96 $ -
-------------------
Total Options (Proceeds $147,016) $ -
===================
Total Short Securities (Proceeds $940,303) $ 873,516
===================
</TABLE>
Affirmation of the Commodity Pool Operator
IN WITNESS WHEREOF, the undersigned has made and signed this document as of the
22nd day of February, 1996, and affirms that to the best of his knowledge and
belief, the information contained in this document is accurate and complete.
PANTHER MANAGEMENT COMPANY, L.P.
Corporate General Partner and Commodity Pool
Operator of Panther Partners, L.P.
By: PANTHER MANAGEMENT CORPORATION
Sole General Partner
By: /s/ Nolan Atlman
----------------
Nolan Altman
Chief Financial Officer
PANTHER PARTNERS, L.P.
--------------------------------------------------------
Annual Report
and
Financial Statements
For the Year Ended
31st December, 1994
--------------------------------------------------------
This report has been prepared for the information
of partners of Panther Partners, L.P. and is not
authorized for distribution to prospective investors
unless preceded or accompanied by the current
Private Placement Memorandum of Panther Partners, L.P.
A claim of exemption under Regulation ss.4.12(b)(2)(iii)
has been filed with the Commodity Futures Trading
Commission for Panther Partners, L.P.
- ------------------------------------------------------------------------------
MANAGEMENT
- ------------------------------------------------------------------------------
Individual General Partners
*H. Winston Holt, IV
Managing Director
Panther Management Company, L.P.
*Steven C. Olson
Treasurer
Panther Management Company, L.P.
Dr. George H. Pollock
Professor of Psychiatry and Behavioral Sciences
Northwestern University Medical School
Peter L. Shea
Managing Director
Hydrocarbon Energy, Inc.
John A. Stout
Managing Director
Pointer Management Company
Corporate General Partner
Panther Management Company, L.P.
101 Park Avenue
New York, New York 10178
(212) 984-2500
- ----------------------------
* Affiliated with Panther Management Company, L.P., the Corporate General
Partner of Panther Partners, L.P.
- ------------------------------------------------------------------------------
THE FUND
- ------------------------------------------------------------------------------
Panther Partners, L.P. (the "Fund") is a closed-end, non-diversified management
investment company registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended. The Fund commenced operations on
March 1, 1992. Interests in the Fund have been offered to eligible investors in
private placements and are subject to restrictions on transfer.
The Fund's investment objective is to maximize total return primarily through
investing and trading in securities of both U.S. and foreign issuers. The Fund
uses its capital primarily to (i) purchase equity and debt securities (some of
which may be of a speculative nature or which at the time of their acquisition
may be restricted as to their transferability or disposition thereof), (ii) sell
securities short, (iii) purchase and sell commodity futures contracts and
commodity options contracts for hedging purposes and other purposes that are
incidental to its securities investing and trading activities, and purchase and
sell currency forward contracts and (iv) purchase and sell options contracts,
including put and call options written by the Fund or by others and "synthetic"
options, on securities, stock market indices and foreign currencies. The Fund
may borrow money from brokerage firms and banks to enable it to buy securities.
Ultimate responsibility over the affairs of the Fund is vested in five
individual general partners (the "Individual General Partners"), who exercise
the same powers, authority and responsibilities on behalf of the Fund as are
customarily exercised by the directors of a registered investment company
organized as a corporation. Investment advisory services are provided to the
Fund by Panther Management Corporation, which is also responsible for the
day-to-day management and administration of the Fund.
Panther Management Company, L.P. (the "Corporate General Partner") receives from
the Fund monthly advisory fees at an annual rate equal to one and one-half
percent of the first $10,000,000 of the Fund's net assets, one percent of the
next $10,000,000 of the Fund's net assets and three quarters of one percent of
the Fund's net assets in excess of $20,000,000.
So long as the Corporate General Partner provides advisory services to the Fund,
at the end of the initial twelve month period during which a limited partner
will have been a partner of the Fund, and generally at the end of each fiscal
year thereafter, a performance allocation of 15 percent of the net profit which
has been credited to the capital account of such limited partner during such
period shall be transferred from such limited partner's capital account to the
capital account of the Corporate General Partner. The performance allocation is
charged to any limited partner only to the extent that cumulative net profit
with respect to such limited partner through the close of any period exceeds the
highest level of cumulative net profits with respect to such limited partner
through the close of any prior period. The Corporate General Partner has
notified the limited partners of the Fund that it has waived such performance
allocations for years 1992, 1993 and fiscal 1994, but only with respect to
capital invested in the Fund as of July 1, 1992. Any capital subject to
such waiver is also not subject to the requirement that cumulative net
losses incurred in 1992, 1993, or 1994 with respect to such capital need to
be recovered before a performance allocation may be charged with respect to
such capital following the expiration of the waiver.
The Fund bears all expenses incurred for or in connection with portfolio
transactions, including brokerage commissions, custodial fees, withholding and
transfer taxes, governmental fees, interest and commitment fees on loans and
debit balances, borrowing charges on securities sold short and research fees
including costs of news services, quotation equipment and related hardware and
software, as well as legal fees, organization and registration expenses,
expenses of meetings of partners of the Fund or any other expenses as may be
approved from time to time by the Individual General Partners.
The Corporate General Partner bears certain direct and indirect costs of the
Fund's operations, including expenses incurred for the Fund for office space,
support services and telecommunications, accounting fees and expenses of
meetings of the Individual General Partners. The Corporate General Partner may
receive certain services including hardware, software, data bases and other
news, technical and telecommunications services and equipment utilized in the
investment management process from brokers selected by the Corporate General
Partner to execute portfolio transactions for the Fund.
- ------------------------------------------------------------------------------
1994 INVESTMENT PERFORMANCE
- ------------------------------------------------------------------------------
The net performance for the Fund for the 1994 calendar year was down 18.9%
compared to the 1.32% return for the S&P 500 with income for the same period.
The Fund's performance was derived from non-equity investments and global stock
markets.
- ------------------------------------------------------------------------------
DISTRIBUTION REINVESTMENT PLAN
- ------------------------------------------------------------------------------
After the end of each fiscal year, each partner of the Fund is entitled to
receive a distribution equal to the entire amount of net profit (including
unrealized appreciation) allocated and credited to such partner's capital
account during such fiscal year (reduced ratably to the extent the Fund deems
advisable in order to preserve funds for the efficient operation of the Fund).
Each partner is entitled to make an election by written notice at the time of
such partner's initial subscription whether to reinvest such distributions or to
receive such distributions. Distributions will not be reinvested in the Fund
automatically. Any election made by a partner to reinvest distributions may be
changed with respect to future years by such partner upon written notice to the
Corporate General Partner more than 30 days prior to the end of any such year.
Any partner which by proper written notice to the Corporate General Partner
cancels an election to reinvest distributions will thereafter receive
distributions as set forth below. The Fund may determine to permit reinvestment
by each partner of a portion of distributions and if so will provide to partners
the opportunity to make an appropriate reinvestment election. Profit reinvested
by any partner will not be distributable in subsequent years. In the discretion
of the Corporate General Partner, distributions may be paid in part or in whole
in cash or securities of equivalent value. At least 90 percent of any
distribution will be made within 90 days after the end of such fiscal year and
the balance of such distribution will be made within 120 days after the end of
such fiscal year.
Participation in the distribution reinvestment plan will not affect the U.S.
federal income tax consequences to each partner of an investment in the Fund,
which is described in the Private Placement Memorandum of the Fund, but partners
which elect to reinvest distributions should be aware that they will not receive
in cash or securities of equivalent value economic profits for each year even if
they incur U.S. federal income taxes on items of net income and realized gain in
such year. There are no fees, commissions or expenses chargeable to partners in
connection with reinvestment of distributions.
Financial Statements
Panther Partners, L.P.
(a limited partnership)
Year ended December 31, 1994
with Report of Independent Auditors
Panther Partners, L.P.
(a limited partnership)
Financial Statements
Year ended December 31, 1994
Contents
Report of Independent Auditors.......................................... 1
Statement of Assets, Liabilities and Partners' Capital.................. 2
Statement of Operations and Special Allocation.......................... 3
Statement of Changes in Partners' Capital--Net Assets................... 4
Statement of Cash Flows................................................. 5
Notes to Financial Statements........................................... 6
Schedule of Portfolio Investments....................................... 15
Schedule of Securities Sold, Not Yet Purchased.......................... 26
Affirmation of the Commodity Pool Operator.............................. 28
Report of Independent Auditors
To the Partners of
Panther Partners, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Panther Partners, L.P., including the schedules of portfolio
investments and securities sold, not yet purchased as of December 31, 1994, and
the related statements of operations and special allocation and cash flows for
the year then ended, the statement of changes in partners' capital--net assets
for each of the two years in the period then ended and the selected financial
ratios for each of the periods indicated therein. These financial statements and
selected financial ratios are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and selected financial ratios based on our audits.
We conducted our audits 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 and selected
financial ratios 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, 1994 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 audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and the selected financial ratios
referred to above present fairly, in all material respects, the financial
position of Panther Partners, L.P. at December 31, 1994, the results of its
operations and special allocation and cash flows for the year then ended,
changes in partners' capital--net assets for each of the two years in the period
then ended, and the selected financial ratios for the indicated periods, in
conformity with generally accepted accounting principles.
February 15, 1995
/s/ ERNST & YOUNG LLP
Panther Partners, L.P.
(a limited partnership)
Statement of Assets, Liabilities and Partners' Capital
December 31, 1994
Assets
Investments in securities--at market (cost--$547,754,313) $ 586,258,412
Due from brokers 21,008,923
Organizational costs (net of accumulated amortization
of $425,809) 325,619
Other assets 924,170
-------------
Total assets 608,517,124
-------------
Liabilities
Collateral payable 30,909,600
Short-term borrowings 65,024,833
Securities sold, not yet purchased--at market
(proceeds of sales--$15,486,780) 12,591,228
Due to brokers 263,799
Due to brokers--net unrealized loss on foreign currency
and commodity forward contracts 227,606
Other liabilities 2,086,912
-------------
Total liabilities 111,103,978
-------------
Partners' capital--net assets $ 497,413,146
=============
Partners' capital--Net Assets
Represented by:
Capital contributions, (net of syndication costs of
$150,000 in 1992) $ 478,007,240
Capital withdrawals (52,500,246)
Accumulated net investment loss (13,220,905)
Accumulated net realized gain on investments 43,955,012
Unrealized appreciation on investments 41,172,045
-------------
$ 497,413,146
=============
See notes to financial statements.
<TABLE>
<CAPTION>
Panther Partners, L.P.
(a limited partnership)
Statement of Operations and Special Allocation
Year ended December 31, 1994
<S> <C>
Loss from investment transactions
Net realized loss on:
Investment securities $ (19,925,393)
Foreign currency contracts (2,536,129)
--------------
(22,461,522)
--------------
Unrealized appreciation on investments:
Beginning of year 125,099,862
End of year 41,172,045
--------------
Net decrease in unrealized appreciation (83,927,817)
--------------
Loss from investment transactions (106,389,339)
--------------
Investment loss
Income:
Dividends 7,122,228
Interest 564,540
--------------
7,686,768
--------------
Expenses:
Interest 8,934,900
Management fees 3,937,644
Transaction fees 513,703
Taxes withheld on foreign dividends 399,700
Legal fees 234,130
Amortization of organizational costs 150,286
Individual General Partners' fees and expenses 78,097
Dividends on securities sold, not yet purchased 62,373
Miscellaneous 126,530
--------------
Total expenses 14,437,363
--------------
Investment loss--net (6,750,595)
--------------
Net decrease in net assets resulting from operations (113,139,934)
Less allocation of net decrease in net assets resulting from operations:
Special allocation to General Partner (Note 2) -
--------------
Net decrease in net assets resulting from operations available
for pro-rata distributions to all partners (Note 2) $(113,139,934)
--------------
See notes to financial statements.
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Statement of Changes in Partners' Capital--Net Assets
<TABLE>
<CAPTION>
General Limited
Total Partner Partners
-----------------------------------------------------------
<S> <C> <C> <C>
Total partners' capital--net assets at
December 31, 1992 $ 220,165,223 $ 3,916,370 $ 216,248,853
Year ended December 31, 1993:
Capital contributions 125,000,000 - 125,000,000
Capital withdrawals (13,457,086) - (13,457,086)
Investment loss--net $ (3,175,620)
Net realized gain on investments 71,260,062
Change in unrealized appreciation
on investments 103,521,421
-------------
Net increase in net assets resulting
from operations 171,605,863
Less allocation of net increase in net
assets resulting from operations:
Special allocation to General
Partner (Note 2) -
-------------
Net increase in net assets
resulting from operations
available for pro-rata
distribution to all partners
(Note 2) 171,605,863 2,767,726 168,838,137
----------------------------------------------------
Total partners' capital--net assets at
December 31, 1993 503,314,000 6,684,096 496,629,904
Year ended December 31, 1994:
Capital contributions 146,282,240 - 146,282,240
Capital withdrawals (39,043,160) - (39,043,160)
Investment loss--net (6,750,595)
Net realized loss on investments (22,461,522)
Change in unrealized appreciation
on investments (83,927,817)
-------------
Net decrease in net assets resulting
from operations (113,139,934)
Less allocation of net decrease in net
assets resulting from operations:
Special allocation to General
Partner (Note 2) -
-------------
Net decrease in net assets
resulting from operations
available for pro-rata
distribution to all partners
(Note 2) (113,139,934) (1,263,830) (111,876,104)
----------------------------------------------------
Total partners' capital--net assets at
December 31, 1994 $ 497,413,146 $ 5,420,266 $ 491,992,880
====================================================
See notes to financial statements.
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Statement of Cash Flows
Year ended December 31, 1994
Cash flows from operating activities
Net decrease in net assets resulting from operations $(113,139,934)
Adjustments to reconcile net decrease in net assets resulting
from operations to net cash used in operating activities:
Amortization 150,286
(Increase) decrease in:
Investments in securities 100,136,393
Due from brokers (21,008,923)
Other assets 2,867,366
Increase (decrease) in:
Collateral payable 2,565,770
Securities sold, not yet purchased 8,881,382
Due to brokers (153,275,081)
Other liabilities 558,828
-------------
Net cash used in operating activities (172,263,913)
Cash flows from financing activities
Short-term borrowings 65,024,833
Capital contributions 146,282,240
Capital withdrawals (39,043,160)
-------------
Net cash provided by financing activities 172,263,913
Increase in cash -
Cash at beginning of the year -
-------------
Cash at end of the year $ -
=============
Supplemental disclosure of cash flow information
Cash paid during the year for: $ 8,660,936
=============
See notes to financial statements.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
December 31, 1994
1. Significant Accounting Policies
Panther Partners, L.P. (the "Partnership") was organized under the Delaware
Revised Uniform Limited Partnership Act on October 2, 1990. The Partnership is
registered under the Investment Company Act of 1940 as a closed-end,
nondiversified management investment company and commenced operations on March
1, 1992. The Partnership will operate until December 31, 2050 unless further
extended or sooner terminated as provided for in the Limited Partnership
Agreement of the Partnership, as amended and restated through December 14, 1994
(the "Agreement"). The investment objective of the Partnership is to maximize
total return primarily through investing and trading in equity and debt
securities of both U.S. and foreign issuers, futures contracts and various
options on the foregoing.
The Agreement provides for not less than five "Individual General Partners" and
a Corporate General Partner. The Corporate General Partner is Panther Management
Company, L.P. ("PMC, L.P.") which is under common control and management with
Tiger Management Corporation.
Securities and commodities transactions, including related revenue and expenses,
are recorded on a trade-date basis.
Securities listed on a national securities exchange or the NASDAQ national list
are valued at their last sales price as of the last business day of the year.
Listed securities with no reported sales on such date and over-the-counter
securities are valued at their last closing bid price if held long by the
Partnership and last closing ask price if sold short by the Partnership. The
resulting unrealized gains and losses are included in net decrease in net assets
resulting from operations.
The Partnership enters into transactions in financial futures, foreign exchange
options and foreign currency forward contracts that are used for hedging and
nonhedging purposes. These contracts are valued at market with the resulting
gains and losses reflected in net decrease in net assets resulting from
operations.
Assets and liabilities denominated in foreign currencies held at year end are
translated at year end rates of exchange with the resulting gains and losses
reflected in net decrease in net assets resulting from operations.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
December 31, 1994
1. Significant Accounting Policies (continued)
The expenses incurred by the Partnership in connection with its organization are
being amortized over a 60-month period beginning March 1, 1992.
Income taxes have not been provided as the Partners are individually liable for
reporting their share of the profits or losses on their individual tax returns.
2. Related Party Transactions
Panther Management Corporation, General Partner of PMC, L.P. provides
administrative services to the Partnership and pays substantially all operating
expenses of the Partnership for which it receives a management fee. The
management fee is calculated monthly at an annual rate equal to one and one-half
percent of the first $10,000,000 of the Partnership's net assets, one percent of
the next $10,000,000 of the Partnership's net assets and three quarters of one
percent of the Partnership's net assets in excess of $20,000,000. For the year
ended December 31, 1994, the management fee totalled $3,937,644, of which
$2,987,569 has been paid and $950,075 is payable and is included in other
liabilities.
The Corporate General Partner of the Partnership is entitled under the terms of
the Agreement to receive, subject to certain limitations, an allocation of up to
15% of the net profits, as defined, of the Partnership. The Corporate General
Partner has notified the limited partners of the Partnership that it has waived
its entitlement to such performance allocations for fiscal years 1992, 1993 and
1994, but only as to capital invested in the Partnership as of July 1, 1992. Any
capital subject to such waiver is also not subject to the requirement that
cumulative net losses incurred in 1992, 1993 or 1994 with respect to such
capital need to be recovered before a performance allocation may be charged with
respect to such capital following the expiration of the waiver. For the year
ended December 31, 1994, there was no allocation made to the Corporate General
Partner. The term "pro-rata" as used in the statement of operations and special
allocation and the statement of partners' capital--net assets represents the
allocation of income made in accordance with the Agreement.
Each Individual General Partner receives an annual fee of $15,000 from the
Partnership and is reimbursed by the Partnership for all reasonable
out-of-pocket expenses incurred by them in performing their duties. For the year
ended December 31, 1994, these fees and expenses totalled $78,097.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
December 31, 1994
3. Securities Transactions
The aggregate amount of purchases and sales of investment securities, for the
year ended December 31, 1994, amounted to $11,283,185,405 and $11,288,529,814,
respectively.
At December 31, 1994, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see the
Statement of Operations).
At December 31, 1994, accumulated net unrealized appreciation on investments in
securities, and securities sold, not yet purchased, was $41,399,651 consisting
of $68,173,665 gross unrealized appreciation and $26,774,014 gross unrealized
depreciation.
Due from brokers primarily represents unsettled trades and short sale proceeds
with a broker at December 31, 1994.
The Partnership owns security positions of firms with which it also conducts
business.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
December 31, 1994
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk
In the normal course of business, the Partnership trades various financial
instruments and enters into various investment activities with off-balance sheet
risk. These financial instruments include forward and futures 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 values 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's foreign exchange trading activities involve the purchase and
sale of foreign exchange options having various maturity dates. The Partnership
seeks to limit its exposure to foreign exchange rate movements by hedging such
option positions with foreign exchange positions in spot currency, futures and
forward contracts.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
Securities sold, not yet purchased, represent obligations of the Partnership to
deliver the specified security and thereby creates a liability to repurchase the
security 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
recognized in the statement of assets, liabilities and partners' capital.
At December 31, 1994, the Partnership had outstanding forward exchange
contracts, both to purchase and sell foreign currencies and commodities as
follows:
<TABLE>
Foreign Currency Forward Buy and Sell Contracts
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain (Loss)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Buy Contracts
110,059 Australian Dollar Exp. 3/15/95 $ 85,186 $ 84,995 $ (191)
63,000,000 Belgium Franc Exp. 3/15/95 1,950,464 1,982,227 31,763
5,938,869 British Pounds Exp. 3/15/95 9,263,889 9,299,853 35,964
330,042 Canadian Dollar Exp. 3/15/95 234,724 235,278 554
65,606,536 Deutsche Marks Exp. 3/15/95 41,801,979 42,469,916 667,937
1,755,334 Finnish Marka Exp. 3/15/95 360,868 371,552 10,684
119,008,243 French Francs Exp. 3/15/95 21,916,342 22,313,897 397,555
120,327 Irish Pounds Exp. 3/15/95 185,165 185,970 805
8,669,369,600 Italian Lira Exp. 3/15/95 5,230,292 5,325,614 95,322
13,157,136,038 Japanese Yen Exp. 3/15/95 132,537,755 133,065,015 527,260
15,735,349 Malaysian Ringgit Exp. 3/15/95 6,159,290 6,177,832 18,542
3,042,000 Mexican Peso Exp. 1/27/95 574,071 620,815 46,744
1,500,000 New Zealand Dollar Exp. 3/15/95 954,000 954,600 600
9,277,597 Norwegian Krone Exp. 3/15/95 1,373,380 1,374,397 1,017
140,352,544 Spanish Pesetas Exp. 3/15/95 1,052,127 1,061,969 9,842
4,434,590 Swiss Francs Exp. 3/15/95 3,370,899 3,404,559 33,660
-------------------------------------------
Total buy contracts 227,050,431 228,928,489 1,878,058
-------------------------------------------
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
<TABLE>
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain (Loss)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sell Contracts
(73,338,730) Belgium Franc Exp. 3/15/95 $ (2,268,442) $ (2,307,524) $ (39,082)
(19,133,993) British Pounds Exp. 3/15/95 (29,826,143) (29,962,494) (136,351)
(16,862,956) Canadian Dollar Exp. 3/15/95 (12,098,931) (12,021,170) 77,761
(199,760) Danish Krone Exp. 3/15/95 (32,326) (32,871) (545)
(31,078,580) Deutsche Marks Exp. 3/15/95 (19,831,425) (20,118,494) (287,069)
(598,701) Finnish Marka Exp. 3/15/95 (122,547) (126,727) (4,180)
(1,363,095) French Francs Exp. 3/15/95 (254,812) (255,579) (767)
(6,378,953) Irish Pounds Exp. 3/15/95 (9,796,732) (9,858,934) (62,202)
(21,883,799,572) Italian Lira Exp. 1/3/95, and 3/15/95 (13,208,855) (13,445,588) (236,733)
(3,238,251,412) Japanese Yen Exp. 3/15/95 (32,615,577) (32,750,134) (134,557)
(585,000) New Zealand Dollar Exp. 3/15/95 (371,651) (372,294) (643)
(174,289,527) Norwegian Krone Exp. 3/15/95 (25,374,306) (25,819,502) (445,196)
(1,866,784,257) Spanish Pesetas Exp. 3/15/95 (14,027,249) (14,124,910) (97,661)
(58,823,346) Swedish Krona Exp. 3/15/95 (7,748,070) (7,894,809) (146,739)
(30,663,082) Swiss Francs Exp. 3/15/95 (23,090,283) (23,540,910) (450,627)
(48,871,726) Thailand Baht 3/15/95 (1,935,438) (1,947,468) (12,030)
---------------------------------------------------
---------------------------------------------------
Total sell contracts (192,602,787) (194,579,408) (1,976,621)
---------------------------------------------------
===================================================
Net currencies $ 34,447,644 $ 34,349,081 $ (98,563)
===================================================
</TABLE>
<TABLE>
Commodity Forward Contracts
<CAPTION>
Number of Unrealized
Contracts Commitment Market Value Gain (Loss)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Buy Contracts
3 Cocoa Str. 1320 - 1375, Exp. 2/10/95 -
6/15/95 $ 8,818,964 $ 8,503,859 $ (315,105)
1 Gold Str. 391.242, Exp. 1/31/95 5,350,380 5,376,560 26,180
2 Paladium Str. 156.85, Exp. 2/27/95 9,605,627 9,763,852 158,225
2 Platinum Str. 416.893, Exp. 4/3/95 5,881,766 5,947,200 65,434
1 Rhodium Str. 658.53, Exp. 4/3/95 1,473,132 1,409,355 (63,777)
===================================================
Total commodities $ 31,129,869 $ 31,000,826 $ (129,043)
===================================================
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
The net unrealized loss of $227,606 is reflected as due to brokers-net
unrealized loss on foreign currency and commodity forward contracts in the
statement of assets, liabilities and partners' capital. The contract amounts of
these instruments reflect the Partnership's extent of involvement in the
particular class of financial instruments and do not represent the Partnership's
risk of loss due to counterparty nonperformance. The Partnership's exposure to
credit risk associated with counterparty nonperformance on forward and futures
contracts is limited to the unrealized gains inherent in such contracts that are
recognized in the Partnership's statement of assets, liabilities and partners'
capital. The settlement of these transactions is not expected to have a material
effect upon the Partnership's statement of assets, liabilities and partners'
capital. The Partnership seeks to reduce its exposure to credit risk associated
with counterparty non-performance on options by obtaining collateral where
possible.
Options purchased provide for cash settlement and require the payment of a
premium in exchange for the right to receive the market movement on the
underlying basket of instruments. Risk of loss is limited to premiums paid as
reflected in the statement of assets, liabilities and partners' capital.
A summary of open contract or notional amounts (in millions) at December 31,
1994 is as follows:
Purchases Sales
-------------------------------
Equity and Future Options $ 419 $ 1
Foreign Exchange Options 1,186 30
Commodity Options 179
Bond Options 149
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
4. Financial Instruments with Off-Balance Sheet Risk or
Concentrations of Credit Risk (continued)
The Partnership's principal trading activities are primarily with brokers and
other financial institutions with a concentration in North America, Europe and
Asia. The Partnership is subject to the risk of restrictions imposed by foreign
governments on repatriation of cash and to political or economic uncertainties.
The Fund's assets are primarily held with a trust company.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
5. Financial Instruments Held or Issued for Trading Purposes
The Fund maintains positions in a variety of financial instruments. (All
positions are reported at market and any changes in market are reflected in loss
from investment transactions in the statement of operations and special
allocation as they occur.)
The following table summarizes the components of loss from investment
transactions, and includes the classes of financial instruments included in each
category:
Net Gains (Losses)
for 1994
------------------------
Foreign Exchange activities (including
foreign exchange forwards and options) $ (66,236,203)
Fixed Income activities (including bonds,
options on fixed income and other
options) (36,270,315)
Equity activities (including equity shares,
options, futures on stock indexes and
options on stock indexes) (17,093,114)
Commodity activities (including price swaps,
forwards and options) 13,174,680
U.S. Dollar activities (including Bills,
bonds and futures) 35,613
-------------
Loss from investment transactions $(106,389,339)
=============
5. Financial Instruments Held or Issued for Trading Purposes (continued)
The amounts disclosed below represent the year-end market values of derivative
financial instruments and the average values during the year of those
instruments.
<TABLE>
<CAPTION>
Market Value at Average Market Value
December 31, 1994 for 1994
------------------------------------------------
<S> <C> <C>
Assets:
Foreign Exchange $ 75,891,026 $ 48,844,760
Equities 28,560,483 24,628,048
Commodities 8,071,465 29,491,664
Fixed income - 37,226,751
Liabilities:
Foreign Exchange (4,556,516) (2,677,134)
Equities (48,516) (421,975)
Fixed income - (479,320)
</TABLE>
6. Short-term Borrowings
The Partnership has short-term borrowings that are collateralized by securities
held by a Trust Company. The borrowings bear interest at fluctuating rates
primarily based on brokers' call and federal funds for U.S. dollar denominated
borrowings, and varying currency specific London Interbank Offered Rates for
foreign currency denominated borrowings.
At December 31, 1994, the Partnership had approximately $2,500,000 of unused
lines of credit, which provide for additional short-term borrowings at the
interest rates discussed above.
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
7. Selected Financial Ratios
The following represent the ratios to average net assets for the period:
<TABLE>
<CAPTION>
March 1, 1992
(Commencement
of Operations)
Year ended December 31 to December 31,
1994 1993 1992
---------------------------------------------------
<S> <C> <C> <C>
Investment loss (1.35)% (1.06)% (1.68)%
Operating expenses 1.09 1.24 1.00
Interest and dividends on securities
sold, not yet purchased
1.80 1.45 2.53
Total expenses 2.89 2.69 3.53
Portfolio turnover 289.85 203.56 216.17
Total return* (18.90) 70.67 5.93
<FN>
* Total return assumes a purchase of a Partnership interest on the first
day and a sale of the Partnership interest on the last day of the
periods noted.
</TABLE>
8. Subsequent Events
Effective January 1, 1995, the Partnership repurchased limited partner interests
of approximately $76,025,000 as part of a tender offer.
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stocks-87.7%
Advertising-0.14%
Foreign:
300,900 Saatchi & Saatchi Co PLC 25p Ord. $ 702,237
------------
702,237
------------
Automotive-0.97%
Domestic:
38,930 Chrysler Corp. 1,907,570
222,700 Integon 2,922,938
------------
4,830,508
------------
Brokerage-0.08%
Domestic:
25,658 Bear Stearns Cos. 394,492
------------
394,492
------------
Capital Goods-2.25%
Domestic:
352,000 Shaw Industries 5,236,000
Foreign:
91,000 Aker A/S Frie "A" Shs. 1,084,055
528,289 Bona Shipholding Ord. "144a" 4,886,673
------------
11,206,728
------------
Chemical-3.10%
Domestic:
90,000 Hercules Inc. 10,383,750
Foreign:
380,300 Methanex Corp. Can Co. 4,943,900
38,000 Thai Petrochemical Ind. Public Co. "144a" 83,617
------------
15,411,267
------------
Communications/Cable-8.06%
Domestic:
37,600 Adelphia Communications - Class A 324,300
100,800 Airtouch Communications 2,935,800
10,000 Viacom Inc. 407,500
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1994
Common Stocks-87.7% (continued)
Foreign:
30,523 Korea Mobile Telecom $ 21,626,266
110,800 Advanced Info Service 1,536,497
484,000 Rogers Communications Inc. - Class B 6,431,578
3,000 Telephone Company Of Brazil ADR 134,397
19,250 Veba Ag - Ord. 6,712,515
------------
40,108,853
------------
Construction-0.63%
Domestic:
23,100 U.S. Home Corp. 372,488
Foreign:
171,000 Sumitomo Forestry 2,743,957
------------
3,116,445
------------
Conglomerate-1.25%
Foreign:
2,321,900 Lonrho PLC 5,527,924
166,000 Hutchison Whompoa 671,552
------------
6,199,476
------------
Consumer Products-6.32%
Domestic:
415,100 Mattel Inc. 10,429,388
50,670 PCA International 525,701
Foreign:
452,800 Astra Ab Shares A-F 11,708,137
20,150 Bic Corp. 2,533,855
73,250 Orkfla A/S - Frie B-Aksjer 2,601,554
21,800 Orkfla A/S NOK 25 Ords. 796,833
22,000 Takeda Chemical Industry 266,974
2,900,900 Waterford Wedgewood Stock 2,577,921
------------
31,440,363
------------
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1994
Common Stocks-87.7% (continued)
Electronics/Computer-7.56%
Domestic:
79,300 Applied Materials $ 3,350,425
17,000 Autotote Corp - Class A 193,375
10,000 Conner Peripherals 95,000
191,300 Information Resources Services 2,630,375
381,795 Mark IV Industries Inc. 7,540,451
60,800 Maxim Integrated Products 2,128,000
3,800 Microsoft Corp. 232,275
92,900 Spectrum Holobyte Inc. 1,254,150
152,100 Tech Data Corp. 2,585,700
35,900 Wave Systems Corp. - Class A 107,700
Foreign:
66,000 Advantest Corp. 2,230,669
37,400 ISG Technologies Inc. 180,116
17,500 Keyence Corporation 1,983,251
99,400 Murata Manufacturing 3,838,030
62,000 Omron Corp. 1,144,118
400 Riso Kagaku Corporation 34,661
58,000 Rohm Company 2,454,719
16,900 Samsung Electronics 2,336,504
105,000 Tokyo Electron Ltd. 3,264,467
------------
37,583,986
------------
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1994
Common Stocks-87.7% (continued)
Financial Institutions-22.95%
Domestic:
75,100 Anchor Bancorp Inc. $ 1,013,850
280,800 Bank Of Boston Corp. 7,265,700
148,700 Citicorp 6,152,463
479,812 Countrywide Credit Industries 6,237,556
85,800 Delphi Financial Group 1,587,300
11,700 Dime Bancorp Inc. 90,675
128,874 Equitable Companies 2,335,841
34,700 Federal National Mtg. Assn. 2,528,763
70,420 First Federal Financial Corp. 889,053
54,900 First Financial Fund Inc. 699,975
55,084 First Republic Bankcorp 619,695
114,600 GP Financial Corp. 2,363,625
336,300 Household International Inc. 12,485,138
70,800 Sei Corp. 1,221,300
67,400 Vest Insurance Group Inc. 1,920,900
10,830 Wells Fargo & Co. 1,570,350
Foreign:
358,000 Banco Colombia Global Depository Shares 3,293,600
185,390 Banco Santander 7,102,741
1,500 Banco Santander ADR 57,375
3,574 BBC Brown Boveriag Ltd.-Bearer Holding Cos. 3,078,727
71,850 BCO Espanol De Credit Banesto Shs. (Reg S) 480,639
16,400 Investor Ab "B" Free 408,598
85,200 Jardine Matheson 608,414
514,000 JCG Holdings Ltd. HKD .10 Ords. 367,048
37,400 Nichiei Co., Ltd. 2,400,562
217,300 Partnerre Holdings Ltd. 4,508,975
2,261,046 Royal Bank Of Scotland 13,953,417
29,929 Swiss Reinsurance Swiss Reg Shares CHF20 18,049,363
1,407,692 Uni Storebrand Ord. Class "A" 4,394,155
2,099,219 Uni Storebrand Free 6,492,590
------------
114,178,388
------------
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1994
Common Stocks-87.7% (continued)
Food-Retail-2.2%
Domestic:
305,700 Brinker International Inc. $ 5,540,813
141,600 Penn Traffic Co. 5,380,800
------------
10,921,613
------------
General Retail-6.20%
Domestic:
364,300 Autozone Inc. 8,834,275
18,300 Dayton-Hudson Corp. 1,294,725
19,965 Home Depot 918,390
235,740 Kohls Corp. 9,370,665
86,900 United Retail Group Inc. 684,338
30,600 Xebio Co., Ltd. 1,209,147
Foreign:
81,000 Bandai Co., Ltd. 3,452,512
155,800 Cifra S.A. Series B 321,775
5,710,000 Giordano Holdings Ltd. HKD.10 Ord. 3,302,604
140,000 Toho Store 1,432,153
------------
30,820,584
------------
Healthcare-2.3%
Domestic:
88,000 Charter Medical 1,892,000
265,890 Coram Health Corp. 4,387,185
116,000 Cytel Corp. 362,500
12,900 Glaxo PLC Sponsored ADR 262,838
20,165 Immunogen 42,851
152,300 Life Re Corp. 2,684,288
42,500 Vivus Inc. 648,125
Foreign:
30,000 Misumi Corporation 1,164,377
------------
11,444,164
------------
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1994
Common Stocks-87.7% (continued)
Hotel and Gaming Tourism-7.15%
Domestic:
28,200 Carnival Corp. $ 599,250
491,825 Gtech Holdings Corporation 10,020,934
171,700 Norwest Corp. 4,013,488
674,900 Promus Cos. Inc. 20,921,900
------------
35,555,572
------------
Media-0.05%
Foreign:
123,200 Mirror Group PLC 250,859
------------
250,859
------------
Metal/Mine-2.2%
Domestic:
40,300 Aluminum Co. of America 3,490,988
45,900 Gold Reserve Corp. 387,998
16,700 Potash Corp Of Saskatchewan Inc. 567,800
12,668 Proler Intl. Corp. 79,175
Foreign:
133,900 Impala Platinum Holdings ADR 3,296,406
110,000 Maanashan Iron & Steel 23,174
92,900 Rustenburg Platinum Holdings ADR 2,561,497
4,410 Young Poong 517,409
------------
10,924,447
------------
Oil And Gas-2.97%
Domestic:
213,700 Noble 5,289,075
Foreign:
175,700 Lasmo PLC 407,294
35,600 Petroleum Geo 663,050
57,308 Petroleum Geo-Services A/S NOK 5 Ord. 1,043,120
500,640 Transocean NOK 5 Ord. 4,185,891
574,294 Wilrig 3,186,981
------------
14,775,411
------------
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1994
Common Stocks-87.7% (continued)
Paper and Packaging-5.57%
Domestic:
27,000 Scott Paper Co. $ 1,866,375
96,500 Sealed Air Corp. 3,498,125
Foreign:
217,300 Abitibi Price Inc. 2,960,713
2,782 Compagnie Generale 609,996
3,188,540 Jefferson Smurfit Group PLC 18,528,861
2,640 Keum Kang Co. Ltd. KRW 5000 Ord. 249,635
------------
27,713,705
------------
Real Estate-1.17%
Domestic:
7,400 AMLI Residential Properties 138,750
7,900 Crescent Real Estate Equities Inc. 214,288
11,100 Evams Withycombre Residential 233,100
11,300 Irvine Apartment Communities 185,038
11,400 Paragon Group Inc. 216,600
27,000 Prime Residential 428,625
41,300 Prime Retail Cum. Part. Pref. Stk 8.5% 784,700
79,490 Resource Bancshares Mortgage Group Inc. 834,645
51,100 Saul Centers 753,725
122,100 Tucker Properties 1,556,775
8,800 Wellsford Residential Property 184,800
Foreign:
77,000 Cheung Kong (Holdings) HKD .50 Ord. 313,494
------------
5,844,540
------------
Restaurants-0.4%
Domestic:
76,100 Cooker Restaurant Corp. 456,600
56,450 Sonic Corp. 1,143,113
Foreign:
21,000 Aiya Co., Ltd. 389,630
------------
1,989,343
------------
Common Stocks-87.7% (continued)
Transportation-3.4%
Domestic:
132,050 Airborne Freight Corp. $ 2,707,025
2,500 Alaska Air Group Inc. 37,500
121,600 Xtra Corp. 5,472,000
Foreign:
72,900 Bergesen D.Y. A-Aksjer Ord 1,780,022
8,300 Bergesen D.Y. B-Aksjer Ord. 201,435
213,480 Brambles Industries Ltd. 2,038,570
135,000 First Olsen Tankers Ltd. 978,912
315,900 Frontline "Free" 893,406
190,123 Helikopter Service AS 2,194,539
116,840 Western Bulk Shipping AS 622,455
------------
16,925,864
------------
Utilities Power Plant-0.78%
Foreign:
317,800 Eastern Group PLC 3,867,674
------------
3,867,674
------------
Total Common Stocks (Cost $402,849,266) $436,206,519
============
Preferred Stocks-0.24%
Domestic:
700 Dime Savings Bank Preferred Stock $ 689,500
Foreign:
340,999 Uni Storebrand Preferred Stock 534,900
------------
Total Preferred Stocks (Cost $1,197,828) $ 1,224,400
============
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Face
Amount Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bonds and Loans -2.03%
Domestic:
98,000 Clevite Bond 12.375% Due 6/30/2001 $ 24,500
3,803,000 Harrah's Jazz Finance 14.25% Due 11/15/2001 3,983,643
Foreign: (Face Amount denominated in Foreign Currency)
98,000 Ecuador Int Equalization Bond Due 12/21/04 67,620
800,000 Ecuador MTB Due 11/31/96 400,000
800,000 Ecuador New Money 320,000
7,447,100 Equadorian Gov't Bond 4.9375% Due 11/28/96 2,894,340
400,000 Panamanian Gov't Loan USD Due 9/30/97 211,000
850,000 Peru Chase Petrocoans Due 1/31/99 452,625
3,200,000 Peru Gov't Citi Bond Due 7/6/95 1,768,000
------------
Total Bonds (Cost $10,133,828) $ 10,121,728
Contracts ============
- ---------
Options-22.62%
Calls-8.59%
Domestic:
6,665 Aluminum Calls Str. 1450, Exp. 1/16/95 $ 3,370,557
22,300 Borden Chemical and Plastics Indexed Note, Exp. 12/22/95 130,146
17,200 Borden Chemical and Plastics Indexed Note, Exp. 12/19/95 108,317
74,503 Gold Calls Str. 380-390, Exp. 1/16/95 489,195
42,194 Platinum Calls Str. 370-425, Exp. 1/10/95 1,750,504
11,832 Zinc Calls Str. 950, Exp. 1/16/95 2,201,107
Foreign:
113 Singapore Press Holdings Calls Str. 16.3-16.6466, Exp. 1,287,440
11/22/95-12/11/95
4 U.S. Dollar Calls/Japanese Yen Puts Str. 94-100, Exp. 32,166,794
1/18/95--12/18/95
1 U.S. Dollar Call/Spanish Peseta Put Str. 125, Exp. 1/18/95 1,210,373
------------
42,714,433
------------
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Contracts Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Puts-14.03%
Domestic:
1 Equity Basket Put, Exp. 1/3/95 $ 5,607,506
1 Commodity Basket Put, Exp. 5/10/95 260,101
Foreign:
2,000 Equity Basket, Exp. 12/30/95 4,645,140
2,000 Equity Basket, Exp. 12/30/95 2,629,180
2,000 Global Macro Index, Exp. 12/20/95 14,631,300
2,000 Global Index Str. 348.7719, Exp. 12/20/95 4,196,440
2,000 Global Index Str. 374.1478, Exp. 12/20/95 4,682,720
2,000 Global Index Str. 378.1951, Exp. 12/20/95 3,658,400
1 Japanese Basket Put, Exp. 1/18/95 1,615,194
1 U.S. Dollar Put/Malaysian Ringgit Call Str. 2.8, 6,035,977
Exp. 1/6/95
1 U.S. Dollar Put/Norwegian Krone Call Str. 7.25, 5,551,615
Exp. 1/18/95
1 U.S. Dollar Put/New Zealand Dollar Call Str. 8,565,670
.595, Exp. 1/18/95
1 U.S. Dollar Put/Singapore Dollar Call Str. 1.55, 7,729,297
Exp. 1/18/95
------------
69,808,540
------------
Total Options (Cost $113,199,726) $112,522,973
============
Face Amount
-----------
Short-Term Investments-.26%
1,300,000 U.S. T-Bill Due 1/19/95 $ 1,278,901
------------
Total Short-Term Investments (Cost $1,282,983) $ 1,278,901
============
</TABLE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Other Investments-5.01%
Funds-4.84%
Domestic:
39,000 Framlington Russian Investment Fund $ 381,420
70,400 Korea Fund Inc. 1,601,600
56,200 Pakistan Investment Fund 505,800
Foreign:
156,700 India Magnum Fund Class "A" 8,931,900
120,600 India Magnum Fund Class "B" 6,874,200
233,265 Korea Magnum Trust 5,315,921
39,200 Maritime Investment Fund Ltd. Ord. "144a" 443,452
------------
24,054,293
------------
Rights and Warrants-0.17%
Domestic:
54,705 Glendale Federal Bank Wts., Exp. 8/26/00 136,763
18,850 Gold Reserve Corp. 103,207
180,000 Viacom Inc. Variable Common "Special Wts." 239,400
Foreign:
657,922 Cia Cervejaria Brahma Prfd. Wts., Exp. 9/30/96 17,093
51,323 Cia Cervejaria Brahma Wts., Conv. Ord., Exp.9/30/96 1,574
38,330 Swiss Reinsurance "B" Wts., Exp. 6/30/95 351,561
------------
849,598
------------
Total Other Investments (Cost $19,090,682) $ 24,903,891
============
Total Investments (Cost $547,754,313)- 117.86% $586,258,412
Liabilities, Less Other Assets- 17.86% (88,845,266)
------------
Net Assets-100% $497,413,146
============
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased
December 31, 1994
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Short Securities
Common Stocks
Domestic:
(18,000) Advanced Promotion Tech Inc. $ (76,500)
(30,000) Alaska Air Group Inc. (450,000)
(41,400) Callaway Golf Co. (1,371,375)
(2,300) Cobra Golf (82,225)
(800) Coventry Corporation (19,600)
(580,100) Grupo Industrial Maseca-B (634,558)
Foreign:
(13,000) Asahi Breweries-JPY Ord. (143,416)
(36,000) Hosiden Electronics (772,641)
(3,900) Koei Co., Ltd. (135,332)
(9,600) Namco (250,326)
(504,000) Qingling Motors Company Ltd. (156,340)
(4,000) Sapporo Brewery (37,950)
(652,000) Shanghai Petrochemical Co. (185,395)
(161,980) Sime Darby Berhad (371,310)
(800) Takasago Thermal Engineering Co. (12,195)
(300) Telekom Malaysia (2,034)
(42,600) Telephone Company Of Brazil ADR (1,908,440)
(261,137) Tenaga Nasional (1,033,497)
(56,300) Tsingtao Brewery Co. Ltd. (30,926)
(840,000) Yizheng Chemical Fibre Co. (312,136)
------------
Total Short Common Stock
(Proceeds $8,913,884) $ (7,986,196)
============
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased (continued)
December 31, 1994
Contracts Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options
Calls
Foreign:
(44,000) Uni Storebrand Call Str. 15, Exp. 5/10/99 $ (48,517)
Puts
Foreign:
(1) U.S. Dollar Put /Japanese Yen Call Spread Str. 92/85, Exp. (4,556,515)
9/13/95
------------
Total Options (Proceeds $6,572,896) $ (4,605,032)
============
Total Short Securities (Proceeds $15,486,780) $(12,591,228)
============
Affirmation of the Commodity Pool Operator
IN WITNESS WHEREOF, the undersigned has made and signed this document as of
the 24th day of February, 1995, and affirm that to the best of his
knowledge and belief, the information contained in this document is
accurate and complete.
PANTHER MANAGEMENT COMPANY, L.P.
Corporate General Partner and Commodity Pool
Operator of Panther Partners, L.P.
By: PANTHER MANAGEMENT CORPORATION
Sole General Partner
By /s/ Nolan Altman
-------------------------------------
Nolan Altman
Chief Financial Officer
</TABLE>
Exhibit 99.b
LETTER OF TRANSMITTAL
Regarding the
Limited Partnership Interests
of
PANTHER PARTNERS, L.P.
Tendered Pursuant to the Offer to Purchase
Dated October 28, 1996
THE OFFER, THE PRORATION PERIOD AND
THE WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT NEW YORK CITY TIME
ON DECEMBER 31, 1996, UNLESS THE OFFER IS EXTENDED
Complete This Letter of Transmittal and Return or Deliver To:
Panther Partners, L.P.
101 Park Avenue
New York, New York 10178
Attn: Ms. Edna Parry or
Mr. H. Winston Holt, IV
Managing Directors - Client Services
For additional information call:
(212) 984-2500
Gentlemen:
The undersigned hereby tenders to Panther Partners, L.P., a
closed-end, non-diversified, management investment company organized under
the laws of the State of Delaware (the "Fund"), the limited partnership
interest in the Fund or portion thereof held by the undersigned, described
below, upon the terms and conditions set forth in the Offer to Purchase,
dated October 28, 1996, receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which together constitute the "Offer").
The undersigned hereby sells to the Fund the limited
partnership interest in the Fund or portion thereof tendered hereby pursuant
to the Offer. The undersigned hereby warrants that the undersigned has full
authority to sell the limited partnership interest in the Fund or portion
thereof tendered hereby and that the Fund will acquire good title thereto,
free and clear of all liens, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale thereof, and not subject
to any adverse claim, when and to the extent the same are purchased by it.
Upon request, the undersigned will execute and deliver any additional
documents necessary to complete the sale in accordance with the terms of the
Offer.
The undersigned recognizes that under certain circumstances set
forth in the Offer, the Fund may not be required to purchase any of the
limited partnership interests in the Fund or portions thereof tendered hereby.
Payment of the cash portion of the purchase price for the
limited partnership interest in the Fund or portion thereof of the
undersigned shall be sent to the undersigned by wire transfer or check
posted first class (at the sole risk of addressee) as based on the
direction of the undersigned as indicated below. (Any payment in the form
of marketable securities would be made by means of special arrangement with
the tendering limited partner.) A promissory note reflecting the
contingent payment portion of the purchase price will be sent to the
undersigned to the address indicated below. The undersigned recognizes
that payment of the portion of the purchase price which is subject to
immediate payment is based on the unaudited net asset value as of December
31, 1996 (or such later date as corresponds to any extension of the Offer),
of the limited partnership interest of the Fund or portion thereof
tendered, and that the contingent payment portion of the purchase price
shall be determined upon completion of the audit of the Fund's financial
statements for 1996, and shall be paid within five business days thereafter
in cash.
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and the obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated
in the Offer, this tender is irrevocable.
Part 1. Name and Address:
Name of limited
partner: ______________________________________
Address: ______________________________________
______________________________________
______________________________________
Social Security No.
or Taxpayer
Identification No.: ______________________________________
Telephone Number: ( )
______________________________________
Part 2. Amount of limited partnership interest in the Fund tendered:
[ ] Entire limited partnership interest
[ ] Portion of limited partnership interest
a) $________
or
b) ________ percent of limited partnership
interest
Part 3. Payment Instructions.
Please indicate below how you wish to receive cash payments.
[ ] Remit cash payments by wire transfer to:
Name of institution: ______________________________________
City: ______________________________________
Institution's Wire
Transfer Number: ______________________________________
Account Name: ______________________________________
Account Number: ______________________________________
[ ] Remit cash payments by check mailed first class (at
the sole risk of addressee) to the address set forth
above.
(Any payment in the form of marketable securities
would be made by means of special arrangement with the
tendering limited partner.)
The promissory note reflecting the contingent payment
portion of the purchase price, if applicable, will be
sent to the undersigned by first class mail at the
address set forth above.
Part 4. Signature.
___________________________________________________________________
___________________________________________________________________
(Signature(s) of Owner(s) Exactly as Appeared
on Subscription Agreement)
Date: December __, 1996
Name(s) ______________________________________
______________________________________
(Please Print)
