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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)
Partnership Interests
(Title of Class of Securities)
Mr. H. Winston Holt, IV
Panther Management Company, L.P.
101 Park Avenue
New York, New York 10178
(212) 984-2567
With a copy to:
Stephen R. Nelson, Esq.
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
(212) 756-2470
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
January 3, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation: $175,000,000 Amount of Filing Fee: $35,000
(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:
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Form or Registration No.: Schedule 13E-4
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Filing Party: Panther Partners, L.P.
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Date of Filing: January 3, 1996
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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 partnership interests or portions thereof in the Fund. (As used
herein, the term "Interest" or "Interests", as the context requires, shall refer
to the partnership interests in the Fund and portions thereof which constitute
the class of security which is the subject of this tender offer or the
partnership interests in the Fund or portions thereof which are tendered by
partners to the Fund pursuant to the Offer to Purchase.) As of January 1, 1996,
there was approximately $349,843,000 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 $175,000,000 of the Interests which are tendered by and
not withdrawn prior to 12:00 Midnight, New York time, on January 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 January 31, 1996, if the Offer to Purchase expires on the initial
expiration date of January 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, January 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
internal Fund valuation reconciliation procedures to be completed by February
29, 1996, over (b) the Cash Payment. The Note will be delivered to the tendering
partner within five business days after expiration of the Offer to Purchase,
will not bear interest or be transferable and will be payable in cash within
five business days after February 29, 1996. The Fund has been informed by
Panther Management Company, L.P., its Corporate General Partner, that it intends
to tender to the Fund all or any Interests held by it that were acquired by it
as a result of the 1995 performance reallocation. A copy of the Offer to
Purchase and related Letter of Transmittal are attached hereto as
Exhibits A and B, respectively.
(c) The Interests 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.
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(a) The purchase price for the Interests acquired pursuant to the Offer
to Purchase 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
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 accepted
$9,370,000 in new subscriptions for Interests on January 1, 1996. The Fund has
no plans to offer for sale any other additional Interests, but may do so in the
future.
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 Fund's ability to make additional Interests available for
subscription from time to time in the discretion of the Fund) or 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.
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ITEM 4. Interest in Securities of the Issuer.
On December 1, 1995, the Fund commenced a tender offer (the "1995
Offer") to purchase up to $125,000,000 in Interests as of Midnight, December 31,
1995 (the "Expiration Date"). As of the Expiration Date, partners tendered
$150,116,461 in Interests (the "Tendered Amount") which exceeded $125,000,000 by
$25,116,461. Pursuant to Section 3 of the 1995 Offer and Rule 13e-4(f)(1) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Fund
elected to accept for payment, in addition to the $125,000,000 subject to the
1995 Offer, two percent of the outstanding Interests as of Midnight, December
31, 1995, or $8,999,958, for an aggregate of $133,999,958 (the "Maximum
Accepted Amount"). In light of the fact that the Tendered Amount exceeded the
Maximum Accepted Amount by $16,116,503, and in order to provide immediate
liquidity to partners pursuant to the 1995 Offer, the Fund elected, pursuant to
Section 3 of the 1995 Offer and Rule 13e-4(f)(3) of the Exchange Act, to accept
tendered Interests on a pro rata basis.
On January 1, 1996, the Fund accepted $9,370,000 in new capital from
new and existing partners.
ITEM 5. Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer's Securities.
The PPM of the Fund, which was provided to each 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 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 partners at the end of
each year. The Offer has been made primarily to provide partners whose tenders
pursuant to the 1995 Offer were not accepted in full an opportunity to retender
such Interests. The Fund anticipates that, subject to the discretion of the
Individual General Partners, another offer to purchase for the repurchase of
Interests would be made to partners at the end of 1996. 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.
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ITEM 7. Financial Information.
(a) Reference is hereby made to the audited financial statements for
1994 and 1993, 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, 1995, which it has prepared and furnished to 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 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.
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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
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January 3, 1996 Name: Nolan T. Altman
Title: Chief Financial Officer
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STATEMENT OF DIFFERENCES
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The Section Mark shall be expressed as 'SS'
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page Number
<S> <C> <C>
A Offer to Purchase
(including Financial Statements)
B Letter of Transmittal
</TABLE>
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PANTHER PARTNERS, L.P.
101 Park Avenue
New York, New York 10178
OFFER TO PURCHASE $175,000,000 OF OUTSTANDING
PARTNERSHIP INTERESTS
AT NET ASSET VALUE
THE EXPIRATION DATE OF THIS OFFER AND THE WITHDRAWAL DEADLINE
IS 12:00 MIDNIGHT NEW YORK CITY TIME,
ON JANUARY 31, 1996, UNLESS EXTENDED
To the 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 $175,000,000 of partnership interests in
the Fund or portions thereof pursuant to tenders by partners at a price equal to
their unaudited net asset value as of January 31, 1996, if the Offer expires on
January 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 partnership interests
in the Fund and portions thereof which constitute the class of security which is
the subject of this Offer or the partnership interests in the Fund or portions
thereof which are tendered by partners to the Fund pursuant to this Offer). This
Offer is being made to all 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
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.
IMPORTANT
NEITHER THE FUND NOR ITS GENERAL PARTNERS MAKE ANY RECOMMENDATION TO
ANY PARTNER AS TO WHETHER TO TENDER OR REFRAIN
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FROM TENDERING INTERESTS. EACH PARTNER MUST MAKE HIS, OR ITS OWN DECISION
WHETHER TO TENDER INTERESTS, AND IF SO, THE PORTION OF SUCH PARTNER'S INTEREST
TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE FUND AS TO WHETHER 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 Mr. H. Winston Holt, IV at the address
and telephone number set forth below.
January 3, 1996 PANTHER PARTNERS, L.P.
Panther Management Company, L.P.
101 Park Avenue
New York, New York 10178
Attn: Mr. H. Winston Holt, IV
Managing Director
(212) 984-2567
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1. Background and Purpose of the Offer.................................................................... 3
2. Offer to Purchase and Price............................................................................ 4
3. Amount of Tender....................................................................................... 4
4. Procedure for Tenders.................................................................................. 5
5. Withdrawal Rights...................................................................................... 5
6. Purchases and Payment.................................................................................. 5
7. Certain Conditions of the Offer......................................................................... 6
8. Certain Information About the Fund..................................................................... 7
9. Certain Federal Income Tax Consequences................................................................ 7
10. Miscellaneous.......................................................................................... 8
</TABLE>
Annex A Financial Statements
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1. Background and Purpose of the Offer. On December 1, 1995, the Fund
commenced a tender offer (the "1995 Offer") to purchase up to $125,000,000 in
Interests as of Midnight, December 31, 1995 (the "Expiration Date"). As of the
Expiration Date, partners tendered $150,116,461 in Interests (the "Tendered
Amount") which exceeded $125,000,000 by $25,116,461. Pursuant to Section 3 of
the 1995 Offer and Rule 13e-4(f)(1) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Fund elected to accept for payment, in
addition to the $125,000,000 subject to the 1995 Offer, two percent of the
outstanding Interests as of Midnight, December 31, 1995, or $8,999,958, for an
aggregate of $133,999,958 (the "Maximum Accepted Amount"). In light of the fact
that the Tendered Amount exceeded the Maximum Accepted Amount by $16,116,503,
and in order to provide immediate liquidity to partners pursuant to the 1995
Offer, the Fund elected, pursuant to Section 3 of the 1995 Offer and Rule
13e-4(f)(3) of the Exchange Act, to accept tendered Interests on a pro rata
basis.
As a result of the acceptance for payment of tendered Interests
pursuant to the 1995 Offer on a pro rata basis, certain partners which had
tendered their entire Interest now hold a remaining partial Interest. In light
of the interest of the Fund to provide full liquidity to partners on an annual
basis, the Fund has elected to commence another tender offer to purchase
Interests. The purpose of the Offer is to provide full liquidity to those
partners who wish to tender all of their outstanding 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 the L.P.
Agreement, which was provided to each 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 partners
pursuant to written tenders. 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 partners of the Fund in
order to provide full liquidity for Interests in the Fund as contemplated in the
PPM and the L.P. Agreement. The Individual General Partners intend to consider
the continued desirability of the Fund making an offer to purchase Interests at
the end of each year and the Fund anticipates that, subject to the discretion of
the Individual General Partners, another offer to purchase Interests would be
made at the end of 1996, but the Fund will at no time be required to make any
such offer.
The purchase of Interests pursuant to the Offer will have the effect of
increasing the proportionate interest in the Fund of partners who do not tender
Interests. 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. However, the Fund believes that those risks will be reduced to the
extent additional Interests are sold. Interests which 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 accepted $9,370,000 in new subscriptions for Partnership
Interests
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on January 1, 1996. 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 $175,000,000 of
outstanding Interests which are properly tendered by and not withdrawn (in
accordance with Section 5 below) prior to 12:00 Midnight, New York City time,
January 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 an 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 December 31, 1995, 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 $1,597,000. As of the commencement of business on
January 1, 1996, there were approximately $349,843,000 in Interests. 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 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,
partners may tender their entire Interest, defined by either a specific dollar
value or a percentage of the net asset value of the tendering partner's
Interest. A partner may not tender less than such partner's entire Interest
unless the value of such partner's remaining Interest would exceed the greater
of (a) $100,000 or (b) any performance allocation which would be debited against
such partner's capital account were the date of repurchase the day on which a
performance reallocation would be made under the terms of the L.P. Agreement. In
addition, a partner which has made a contribution of capital to 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
partners of the Fund and is not conditioned upon any minimum amount of Interests
being tendered. The Fund has been informed by Panther Management Company, L.P.,
the Fund's Corporate General Partner, that it intends to tender to the Fund for
all or any Interests held by it that were acquired by it as a result of the
1995 performance reallocation.
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 $175,000,000 (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 $175,000,000
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
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to be accepted pursuant to Rule 13e-4(f)(1) 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 which it believes will be sufficient to accommodate the excess Interests
tendered as well as any Interests tendered during the extended Offer; and/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 cancelled in various other circumstances described in Section 7
below.
4. Procedure for Tenders. 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 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 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 or 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
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 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 which 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 which are tendered as,
if and when it gives oral or written notice to the partner tendering an Interest
of its election to purchase such Interest.
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As stated in Section 2 above, the purchase price of an Interest tendered by any
partner will be the net asset value thereof as of the close of business on
January 31, 1996, if the Offer expires on the Initial Expiration Date, and
otherwise on such later date as corresponds to any extension of the Offer.
Payment of the purchase price will consist of: (1) cash and/or
marketable securities traded on an established securities exchange (valued in
accordance with the Fund's L.P. Agreement and distributed to tendering partners
on a pari passu basis) 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, January 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
internal Fund valuation reconciliation procedures to be completed by February
29, 1996, over (b) the Cash Payment. The Note will be delivered to the tendering
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 February 29, 1996.
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 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 January 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 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
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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 which 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 commencement of the
Offer, or (vii) other event or condition which would have a material adverse
effect on the Fund or its 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 Fund is a closed-end, non-
diversified, management investment company organized as a Delaware limited
partnership. 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 does not have any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional Interests (other than
the Fund's ability to make additional Interests available for subscriptions from
time to time in the discretion of the Fund) or the disposition of Interests;
(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 which 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 partners of Interests pursuant to the Offer. Partners should consult
their own tax adviser for a
-7-
<PAGE>
<PAGE>
complete description of the tax consequences to them of a purchase by the Fund
of Interests pursuant to the Offer.
In general, a partner from whom an Interest is purchased by the Fund
will be treated as receiving a distribution from the Fund. Such a partner
generally will not recognize income or gain as a result of the purchase, except
to the extent (if any) that the amount of consideration received by the partner
exceeds his then adjusted tax basis in his Interest. A partner's basis in his
Interest will be reduced (but not below zero) by the amount of consideration
received by the partner from the Fund in connection with the purchase of such
Interest. A partner's basis in his Interest will be adjusted for income, gain or
loss allocated (for tax purposes) to him for periods prior to the purchase of
such Interest. Cash distributed to a partner in excess of the adjusted tax basis
of his Interest is taxable as capital gain or ordinary income, depending on the
circumstances. A 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 partner's then adjusted tax basis in his
Interest.
10. Miscellaneous.
The Offer is not being made to, nor will tenders be accepted from,
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 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 which includes certain information
relating to the Offer summarized herein. A copy of such statement may be
obtained from the Fund by contacting 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.
-8-
<PAGE>
<PAGE>
ANNEX A
Financial Statements
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Financial Statements
June 30, 1995
Unaudited
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Financial Statements
June 30, 1995
(Unaudited)
Contents
<TABLE>
<S> <C>
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 5-11
Schedule of Portfolio Investments 12-19
Schedule of Securities Sold, Not Yet Purchased 20
Affirmation of the Commodity Pool Operator 21
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Assets, Liabilities and Partners' Capital
June 30, 1995
(In thousands)
(Unaudited)
<TABLE>
<S> <C>
Assets
Investments in securities - at market (cost - $682,478) $ 753,065
Due from brokers 6,130
Organizational costs (net of accumulated amortization of $501) 250
Other assets 965
---------
Total assets 760,410
---------
Liabilities
Collateral payable 51,635
Short-term borrowings 35,511
Securities sold, not yet purchased - at market (proceeds - $12,352) 11,836
Due to brokers 160,979
Due to brokers - net unrealized loss on foreign currency forward
and commodity contracts 117
Other liabilities 2,090
---------
Total liabilities 262,168
---------
Partners' capital - Net Assets $ 498,242
=========
Partners' capital - Net Assets
Represented by:
Capital contributions $ 489,372
Capital withdrawals (129,990)
Accumulated net investment loss (17,929)
Accumulated net realized gain on investments 85,803
Unrealized net appreciation on investments 70,986
---------
$ 498,242
=========
</TABLE>
See Notes to Financial Statements.
-1-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Operations and Special Allocation
For the Six Months Ended June 30, 1995
(In thousands)
(Unaudited)
<TABLE>
<S> <C>
Income from investment transactions
Net realized gain on:
Investment securities $ 27,824
Foreign currency contracts 14,024
--------
41,848
--------
Unrealized appreciation on investments:
Beginning of period 41,172
End of period 70,986
--------
Net increase in unrealized appreciation 29,814
--------
Income from investment transactions 71,662
--------
Investment loss
Income:
Dividends 3,492
Interest 576
--------
4,068
--------
Expenses:
Interest 6,269
Management fees 1,740
Taxes withheld on foreign dividends 273
Transaction fees 150
Legal fees 84
Amortization of organizational costs 75
Individual General Partners' fees and expenses 41
Dividends on securities sold, not yet purchased 25
Miscellaneous 119
--------
Total expenses 8,776
--------
Investment loss - net (4,708)
--------
Net increase in net assets resulting from operations 66,954
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 distributions
to all partners (Note 2) $ 66,954
========
</TABLE>
See Notes to Financial Statements.
-2-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Changes in Partners' Capital - Net Assets
(Including Special Allocation)
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Total Partner Partners
----- ------- --------
<S> <C> <C> <C> <C>
Total partners' capital - net assets at December $ 503,314 $ 6,684 $ 496,630
31, 1993
Year ended December 31, 1994:
Capital contributions 146,282 -- 146,282
Capital withdrawals (39,043) -- (39,043)
Investment loss - net $ (6,751)
Net realized loss on investments (22,461)
Change in unrealized appreciation on investments (83,928)
-------
Net decrease in net assets resulting from operations (113,140)
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) (113,140) (1,264) (111,876)
--------- --------- ---------
Total partners' capital - net assets at December 31, 1994 497,413 5,420 491,993
For the six months ended June 30, 1995:
Capital contributions 11,365 1,465 9,900
Capital withdrawals (77,490) -- (77,490)
Investment loss - net (4,708)
Net realized gain on investments 41,848
Change in unrealized appreciation on investments 29,814
-------
Net increase in net assets resulting from operations 66,954
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) 66,954 1,072 65,882
--------- --------- ---------
Total partners' capital - net assets at June 30, 1995 $ 498,242 $ 7,957 $ 490,285
========= ========= =========
</TABLE>
See Notes to Financial Statements.
-3-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Cash Flows
For the Six Months Ended June 30, 1995
(In thousands)
(Unaudited)
<TABLE>
<S> <C>
Cash flows from operating activities
Net increase in net assets resulting from operations $ 66,954
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities:
Amortization 75
(Increase) decrease in:
Investments in securities (166,807)
Due from brokers 14,879
Other assets (41)
Increase (decrease) in:
Collateral payable 20,725
Securities sold, not yet purchased (755)
Due to brokers 160,605
Other liabilities 3
---------
Net cash provided by operating activities 95,638
Cash flows from financing activities
Short-term borrowings (29,513)
Capital contributions 11,365
Capital withdrawals (77,490)
---------
Net cash used in financing activities (95,638)
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 $ 6,134
=========
</TABLE>
See Notes to Financial Statements.
-4-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
June 30, 1995
(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 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 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 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 with the
resulting gains and losses reflected in net increase in net assets resulting
from operations.
Assets and liabilities denominated in foreign currencies held at the period's
end are translated at the period's 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.
-5-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(Unaudited)
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 six
months ended June 30, 1995, the management fee totaled $1,740,520.
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 be recovered before a performance allocation may be charged with
respect to such capital following the expiration of the waiver. 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.
Each Individual General Partner receives an annual fee of $15,000 from the
Partnership and they are reimbursed by the Partnership for all reasonable
out-of-pocket expenses incurred by them in performing their duties. For the
period ended June 30, 1995, these fees and expenses totaled $40,583.
3. Securities Transactions
The aggregate amount of purchases and sales of investment securities, for the
six months ended June 30, 1995, amounted to $7,486,114,297 and $7,376,079,297
respectively.
At June 30, 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 June 30, 1995, accumulated net unrealized appreciation on investments in
securities and securities sold, not yet purchased was $71,102,918 consisting of
$112,638,352 gross unrealized appreciation less $41,535,434 gross unrealized
depreciation.
Due from brokers represents unsettled trades and short sale proceeds with two
brokers at June 30, 1995.
-6-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(Unaudited)
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 net exposure to foreign exchange rate movements by hedging
with foreign exchange options and forward contracts.
Securities sold, not yet purchased, represent obligations of the Partnership to
deliver the specified securities and thereby create 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, 1995, the Partnership had outstanding forward exchange contracts,
both to purchase and sell foreign currencies and commodities as follows:
Foreign Currency Forward Buy and Sell Contracts
-----------------------------------------------
<TABLE>
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain(Loss)
------ -------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Buy Contracts
-------------
3,426,156 Australian Dollar Exp. 7/21/95 $ 2,487,389 $ 2,427,551 $ (59,838)
10,088,366 British Pound Exp. 9/20/95 16,118,071 16,055,108 (62,963)
37,606,942 Deutsche Mark Exp. 9/20/95 26,953,919 27,309,170 355,251
47,404,291 French Franc Exp. 9/20/95 9,640,850 9,775,225 134,375
6,560,730 Hong Kong Dollar Exp. 8/10/95 & 9/21/95 847,827 848,084 257
35,340,000,000 Indonesian Rupiah Exp. 12/26/95 & 6/26/96 14,700,706 14,715,156 14,450
6,454,040,711 Italian Lira Exp. 9/20/95 3,863,967 3,911,762 47,795
11,346,008,497 Japanese Yen Exp. 9/20/95 135,788,078 135,544,987 (243,091)
12,894,510 Malaysian Ringgit Exp. 8/8/95 & 9/20/95 5,282,761 5,294,324 11,563
</TABLE>
-7-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(Unaudited)
Foreign Currency Forward Buy and Sell Contracts (continued)
-----------------------------------------------------------
<TABLE>
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain(Loss)
------ -------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Buy Contracts (continued)
-------------------------
6,678,388 New Zealand Dollar Exp. 7/24/95 & 9/21/95 4,457,925 4,439,547 (18,378)
17,089,722 Norwegian Krone Exp. 9/20/95 2,745,999 2,779,337 33,338
2,620,000 South African Rand Exp. 9/20/95 702,809 707,506 4,697
44,000,000 Spanish Peseta Exp. 9/20/95 357,417 361,389 3,972
27,361,490 Swedish Krona Exp. 9/20/95 3,736,924 3,738,544 1,620
658,000 Swiss Franc Exp. 9/20/95 578,080 576,466 (1,614)
20,246,511 Thailand Baht Exp. 7/17/95 & 9/20/95 814,911 794,259 (20,652)
------------ ------------ --------
Total Buy Contract $229,077,633 $229,278,415 $200,782
------------ ------------ --------
Sell Contracts
--------------
(3,736,463) Australian Dollar Exp. 9/20/95 $ (2,708,936) $ (2,640,367) $ 68,569
(2,126,230) Belgium Franc Exp. 9/20/95 (74,391) (75,133) (742)
(11,827,296) British Pound Exp. 9/20/95 (18,896,266) (18,822,524) 73,742
(6,113,642) Canadian Dollar Exp. 9/20/95 (4,421,267) (4,446,943) (25,676)
(6,432,342) Deutsche Mark Exp. 9/20/95 (4,637,420) (4,670,997) (33,577)
(13,424,124) French Franc Exp. 9/20/95 (2,751,249) (2,768,185) (16,936)
(7,606,307) Irish Pound Exp. 9/20/95 (12,397,583) (12,456,325) (58,742)
(1,559,525,000) Italian Lira Exp. 9/20/95 (933,119) (945,220) (12,101)
(1,417,501,215) Japanese Yen Exp. 9/20/95 (16,980,387) (16,934,165) 46,222
(2,014,683) Malaysian Ringgit Exp. 9/20/95 (826,415) (827,248) (833)
(13,059,000) New Zealand Dollar Exp. 9/15/95 & 9/21/95 (8,666,458) (8,680,044) (13,586)
(138,433,326) Norwegian Krone Exp. 9/20/95 (22,265,111) (22,513,694) (248,583)
(15,190,000) South African Rand Exp. 9/20/95 (4,064,758) (4,101,911) (37,153)
(26,747,452) Spanish Peseta Exp. 9/20/95 (218,257) (219,687) (1,430)
(152,866,381) Swedish Krona Exp. 9/20/95 (20,855,793) (20,886,936) (31,143)
(25,125,158) Swiss Franc Exp. 9/20/95 (21,849,402) (22,011,851) (162,449)
(48,871,726) Thailand Baht Exp. 7/17/95 (1,947,856) (1,917,259) 30,597
-------------- ------------- ---------
Total Sell Contract $(144,494,668) $(144,918,489) $(423,821)
-------------- -------------- ----------
Net Currency Contract $ 84,582,965 $ 84,359,926 $(223,039)
============= ============= ==========
</TABLE>
Commodity Forward Contracts
---------------------------
<TABLE>
<CAPTION>
Number of Unrealized
Contracts Contract Commitment Market Value Gain(Loss)
--------- -------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Commodities
-----------
2 Cocoa Str. 1428 Exp. 8/16/95 2,459,475 2,397,540 (61,935)
1 Corn Str. 2.702 Exp. 11/24/95 3,928,521 4,025,175 96,654
3 Platinum Str. 426.98 Exp. 9/28/95 1,565,658 1,541,612 (24,046)
1 Rhodium Str. 527.89 Exp. 9/28/95 1,180,883 1,131,572 (49,311)
1 Wheat Str. 3.79 Exp. 11/14/95 1,026,922 1,171,300 144,378
----------- ----------- ---------
Total Commodities $10,161,459 $10,267,199 $105,740
=========== =========== ========
</TABLE>
-8-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(Unaudited)
4. Financial Instruments with Off-Balance Sheet Risk or Concentrations of Credit
Risk (continued)
The net unrealized loss of $117,299 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 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 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 June 30, 1995 is
as follows:
<TABLE>
<CAPTION>
Purchases Sales
--------- -----
<S> <C> <C>
Foreign Exchange Options $1,837 $80
Equity and Future Options 474 66
Commodity Options 146 -
Fixed Income Options 981 -
</TABLE>
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 held with a trust company.
-9-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(Unaudited)
5. Financial Instruments Held or Issued for Trading Purposes
The Partnership maintains positions in a variety of financial instruments. (All
positions are reported at market and any changes in market are reflected in
income from investment transactions in the statement of operations and special
allocation as they occur.)
The following table summarizes the components of gain from investment
transactions, and includes the classes of financial instruments included in each
category:
<TABLE>
<CAPTION>
Net Gains
(Losses)
for 1995
------------
<S> <C>
Equity activities (including equity shares, options, futures
and options on stock indexes) $68,654,916
Foreign Exchange activities (including foreign exchange
forwards and options) 8,816,910
U.S. Dollar activities (including bills, bonds and futures) 343,429
Fixed Income activities (including bonds, options on
fixed income and other options) (3,027,431)
Commodity activities (including price swaps, forwards
and options) (3,125,816)
-----------
Income from investment transactions $71,662,008
===========
</TABLE>
The amounts disclosed below represent the June 30, 1995 market values of
derivative financial instruments and the average values during the period of
those instruments.
<TABLE>
<CAPTION>
Average Market
Value for the
Market Value at Six Months ended
June 30, 1995 June 30, 1995
------------ -------------
<S> <C> <C>
Assets:
Foreign Exchange $105,229,576 $ 92,763,202
Equities 76,323,374 54,115,929
Commodities 29,822,771 27,745,766
Fixed income 3,468,608 495,515
Liabilities:
Foreign Exchange 1,645,129 2,923,671
Equities 99,343 64,788
</TABLE>
-10-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(Unaudited)
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.
7. Selected Financial Ratios
The following represent the ratios to average net assets for the periods (not
annualized):
<TABLE>
<CAPTION>
March 1, 1992
Six Months Ended (Commencement of)
June 30, 1995 Year Ended Year Ended Operations
(Unaudited) December 31, 1994 December 31, 1993 to December 31, 1992
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment loss (1.03)% (1.35)% (1.06)% (1.68)%
Operating expenses .54 1.09 1.24 1.00
Interest and dividends
on securities sold, not
yet purchased 1.38 1.80 1.45 2.53
Total expenses 1.92 2.89 2.69 3.53
Portfolio turnover 174.08 289.85 203.56 216.17
Total return * 15.57 (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 prior to
any special allocation.
-11-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 96.45%
AUTOMOTIVE - 0.03%
DOMESTIC:
3,030 CHRYSLER CORP. $ 145,061
3,569 PULLMAN CO. 26,768
-----------
171,829
-----------
CHEMICAL - 0.03%
DOMESTIC:
3,200 HERCULES INC. 156,000
-----------
156,000
-----------
COMMERCIAL SERVICES - 0.14%
DOMESTIC:
26,900 ROBERT HALF INTERNATIONAL INC. 689,312
-----------
689,312
-----------
COMMUNICATIONS/CABLE - 4.29%
DOMESTIC:
29,900 ADELPHIA COMMUNICATIONS - CLASS A 261,625
33,200 VIACOM INC. 1,539,650
FOREIGN:
41,700 ADVANCED INFO SERVICE 618,529
18,329 KOREA MOBILE TELECOM 17,369,278
28 ROSTELECOM "144A" 1,596,000
-----------
21,385,082
-----------
CONGLOMERATE - 0.62%
FOREIGN:
1,313,500 LONRHO PLC. 3,099,676
-----------
3,099,676
-----------
CONSUMER PRODUCTS - 7.67%
DOMESTIC:
493,275 MATTEL INC. 12,825,150
64,200 OFFICE DEPOT INC. 1,805,625
25,600 PHILLIP MORRIS CO. INC. 1,904,000
26,600 RJR NABISCO HOLDING CORP. 741,475
FOREIGN:
356,500 ASTRA AB SHARES A-F 11,016,414
43,635 BIC CORP. 7,213,887
3,150,900 WATERFORD WEDGEWOOD STOCK 2,687,088
-----------
38,193,639
-----------
ELECTRONICS/COMPUTER - 9.13%
DOMESTIC:
2,200 ACCLAIM ENTERTAINMENT INC. 40,563
199,100 CISCO SYSTEMS 10,066,994
88,800 COMPAQ COMPUTER CORP. 4,029,300
</TABLE>
-12-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 96.45% (continued)
ELECTRONICS/COMPUTER - 9.13% (continued)
84,900 INFORMATION RESOURCES SERVICES $ 1,209,825
111,800 INTEL CORP. 7,078,338
426,399 MARK IV INDUSTRIES INC. 9,167,579
54,300 MAXIM INTEGRATED PRODUCTS 2,769,300
1,600 MICROSOFT CORP. 144,600
9,400 SILICON GRAPHICS INC. 374,825
83,900 TECH DATA CORP. 959,606
27,700 WAVE SYSTEMS CORP. CLASS A 93,488
FOREIGN:
3,000 AT&T GLOBAL INFORMATION SOLUTION 26,232
88,000 ADVANTEST CORP. 3,327,425
37,400 ISG TECHNOLOGIES INC. 136,278
40,000 MURATA MANUFACTURING 1,517,192
132,000 TOKYO ELECTRON LTD. 4,523,217
-----------
45,464,762
-----------
FINANCIAL INSTITUTIONS - 12.87%
DOMESTIC:
17,900 ASTORIA FINANCIAL CORP. 639,925
140,900 BANK OF BOSTON CORP. 5,283,750
91,900 CITICORP 5,318,713
414,912 COUNTRYWIDE CREDIT INDUSTRIES 8,713,152
111,800 DELPHI FINANCIAL GROUP 1,956,500
132,927 DIME SAVINGS BANK 1,329,270
76,620 FIRST FEDERAL FINANCIAL CORP. 1,120,568
146,344 FIRST FINANCIAL FUND INC. 1,811,007
59,384 FIRST REPUBLIC BANCORP 757,146
212,900 GREENPOINT FINANCIAL CORP. 5,029,763
92,200 SEI CORP. 2,074,500
430 WELLS FARGO & CO. 77,508
FOREIGN:
322,000 BANCO COLOMBIA GLOBAL DEPOSITORY SHARES 2,415,000
514,000 JCG HOLDINGS LTD HKD .10 ORDS. 338,805
249,500 NATIONAL BANK OF CANADA 2,045,529
56,000 NICHIEI CO., LTD. 3,460,711
356,000 SPARBANKEN SVERIGE AB (SWEDBANK) SEK 10 2,989,126
4,193,411 UNI STOREBRAND ORD. CLASS "A" 18,773,376
-----------
64,134,349
-----------
FOOD-RETAIL - 3.97%
DOMESTIC:
86,700 NABISCO HOLDINGS CORP. CLASS "A" 2,340,900
163,500 PENN TRAFFIC CO. 5,783,813
FOREIGN:
22,673 CARREFOUR SUPERMARCHE 11,643,398
-----------
19,768,111
-----------
</TABLE>
-13-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 96.45% (continued)
GENERAL RETAIL - 7.59%
DOMESTIC:
423,700 AUTOZONE INC. $10,645,463
145,500 FEDERATED DEPARTMENT STORES 3,746,625
287,840 KOHLS CORP. 13,132,700
93,400 PETSMART INC. 2,685,250
25,700 RITE AID CORP. 658,563
111,100 UNITED RETAIL GROUP INC. 763,813
FOREIGN:
6,226,000 GIORDANO INTERNATIONAL 4,626,932
167,000 TOHO STORE 1,535,223
-----------
37,794,569
-----------
HEALTHCARE - 3.84% DOMESTIC:
369,000 COLUMBIA / HCA HEALTHCARE CORP. 15,959,250
116,000 CYTEL CORP. 696,000
55,100 NEOPATH INC. 909,150
22,500 VIVUS INC. 337,500
FOREIGN:
45,200 MISUMI CORPORATION 1,244,429
-----------
19,146,329
-----------
HOTEL GAMING AND TOURISM - 11.30%
DOMESTIC:
65,800 CARNIVAL CORP. 1,538,075
1,600 GRAND CASINOS INC. 56,600
535,125 GTECH HOLDINGS CORPORATION 15,652,406
464,000 NORWEST CORP. 13,340,000
658,800 PROMUS COMPANIES INC. 25,446,338
FOREIGN:
1,900 ACCOR SA FF 100 ORD 253,648
-----------
56,287,067
-----------
INSURANCE - 6.94%
DOMESTIC:
243,200 INTEGON 4,134,400
152,300 LIFE RE CORP. 2,836,588
FOREIGN:
263,200 PARTNERRE HOLDINGS INC. 6,876,101
616 SWISS REINSURANCE REG SHS CHF 20 462,134
26,269 SWISS REINSURANCE SWISS REG SHARES CHF20 20,279,027
-----------
34,588,250
-----------
MEDICAL - 0.72%
DOMESTIC:
269,700 BEVERLY ENTERPRISES 3,337,538
19,100 RESPIRONICS INC. 272,175
-----------
3,609,713
-----------
</TABLE>
-14-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 96.45% (continued)
METAL/MINE - 1.80%
DOMESTIC:
100,000 ALUMINUM CO. OF AMERICA $ 5,012,500
45,900 GOLD RESERVE CORP. 286,875
FOREIGN:
119,600 IMPALA LATINUM HOLDINGS ADR 3,027,432
31,400 RUSTENBURG PLATINUM HOLDINGS ADR 647,957
-----------
8,974,764
-----------
OIL AND GAS - 4.28%
DOMESTIC:
261,800 TOSCO CORP. 8,344,875
FOREIGN:
521,240 TRANSOCEAN NOK 5 ORD. 7,113,592
574,294 WILRIG 5,878,233
-----------
21,336,700
-----------
PAPER AND PACKAGING - 11.27%
DOMESTIC:
228,200 BOWATER INC. 10,240,475
12,900 CHAMPION INTERNATIONAL CORP. 672,413
287,800 REPAP ENTERPRISES CORP., INC. 2,230,450
9,100 SCOTT PAPER CO. 450,450
88,000 SEALED AIR CORP. 3,872,000
FOREIGN:
579,900 ABITIBI PRICE INC. 9,423,375
508,900 ASIA PULP & PAPER CO. LTD ADR 6,424,863
2,782 COMPAGNIE GENERALE 650,226
5,593,880 JEFFERSON SMURFIT GROUP PLC 16,971,832
90,200 MO OCH DOMSJOE AB-B 5,208,381
-----------
56,144,465
-----------
PHARMACEUTICAL - 1.28%
DOMESTIC:
40,000 DIAGNOSTEK INC. 640,000
FOREIGN:
235,500 GLAXO HOLDINGS, PLC SPONSORED ADR 5,740,313
-----------
6,380,313
-----------
REAL ESTATE - 2.53%
DOMESTIC:
11,100 EVAMS WITHYCOMBRE RESIDENTIAL 226,163
7,100 PARAGON GROUP INC. 132,238
27,000 PRIME RESIDENTIAL 408,375
100,010 RESOURCE BANCSHARES MORTGAGE GROUP INC. 1,275,128
41,300 SAUL CENTERS 660,800
137,500 TUCKER PROPERTIES 1,667,188
FOREIGN:
1,664,000 CHEUNG KONG (HOLDINGS) HKD .50 ORD. 8,236,983
-----------
12,606,875
-----------
</TABLE>
-15-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 96.45% (continued)
TEXTILES - 0.05%
FOREIGN:
118,000 KANEBO LTD COM JAPANESE ORD $ 260,780
-----------
260,780
-----------
TRANSPORTATION - 6.08%
DOMESTIC:
31,700 AMR CORP. 2,365,613
143,750 AIRBORNE FREIGHT CORP. 2,910,938
205,000 XTRA CORP. 9,481,250
FOREIGN:
114,500 BERGESEN D.Y. A-AKSJER ORD. 2,604,387
67,800 BERGESEN D.Y. B-AKSJER ORD. 1,542,161
146,900 FIRST OLSEN TANKERS LTD. 1,074,005
315,900 FRONTLINE "FREE" 834,863
226,123 HELICOPTER SERVICE AS 2,939,048
141,040 WESTERN BULK SHIPPING AS 687,441
553,689 BONA SHIPHOLDING ORD. "144A" 5,847,242
-----------
30,286,948
-----------
UTILITIES/POWER PLANT - 0.02%
FOREIGN:
1 CHERNOGORNEFT 77,500
77,500
------------
TOTAL COMMON STOCKS (COST $396,616,827) $480,557,033
============
PREFERRED STOCK - 0.19%
DOMESTIC
52,100 PRIME RETAIL CUM PART. $ 970,363
------------
TOTAL PREFERRED STOCKS (COST $1,221,738) $ 970,363
============
<CAPTION>
Face Amount
- -----------
<S> <C> <C>
BONDS AND LOANS - 1.51%
DOMESTIC:
4,687,000 HARRAH'S JAZZ FINANCE 14.25% DUE 11/15/2001 $ 4,874,480
FOREIGN: (FACE AMOUNT DENOMINATED IN FOREIGN CURRENCY)
2,710,000 ECUADOR PDI ESCROW 897,552
485,000 ECUADOR PDI FLOAT RATE 2/28/15 160,632
3,134,000 PANAMANIAN GOV'T LOAN USD DUE 9/30/97 1,567,000
------------
TOTAL BONDS AND LOANS (COST $6,665,293) $ 7,499,664
============
</TABLE>
-16-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Contracts Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
OPTIONS - 41.03%
CALLS - 13.81%
DOMESTIC:
99,324 GOLD CALLS STR. 405, EXP. 8/29/95 $ 70,981
83,406 PALLADIUM CALLS STR. 130-135, - DOMESTIC 2,207,937
EXP. 8/30/95 - 11/29/95
60,829 PLATINUM CALLS STR. 339-440, EXP. 9/27/95 - 10/27/95 5,000,207
FOREIGN:
38 SINGAPORE PRESS HOLDINGS CALLS STR. 15.9- 345,507
16.4312. EXP. 12/11/95-1/18/96
3 GERMAN GOVT. BOND CALL STR. 100.8-101.48, 98,327
EXP. 1/20/98-6/25/98
16 U.S. DOLLAR CALL/JAPANESE YEN PUT STR. 84.3- 9,509,022
100.5, EXP 7/10/95-12/13/96
1 U.S. DOLLAR CALL/BELGIAN FRANC PUT STR. 26, 3,206,550
EXP 7/14/95
6 U.S. DOLLAR CALL/SWISS FRANK PUT STR. 1.25 1,371,667
EXP 7/14/95
5 U.S. DOLLAR CALL/DEUTSCHE MARK PUT STR. 1-1.15, 618,025
EXP. 7/3/95-11/7/95
6 U.S. DOLLAR CALL/FRENCH FRANC PUT
STR. 3.55-4.60 EXP. 7/3/95-11/7/95 187,217
6 U.S. DOLLAR CALL/BRITISH POUND PUT
STR. 1.715-2.05, EXP. 7/3/95-11/7/95 9,089,918
2 U.S. DOLLAR CALL/INDONESIAN RUPIAH PUT
STR. 2575-2850, EXP. 12/22/95-6/24/96 29,059
1 U.S. DOLLAR CALL/SWEDISH KRONA PUT
STR. 6.5, EXP 7/14/95 8,226,684
1 U.S. DOLLAR CALL/AUSTRALIAN DOLLAR PUT 11,118,895
STR. .775, EXP 07/14/95
1 U.S. DOLLAR CALL/HONG KONG DOLLAR PUT 17,733,336
STR. 6.91 EXP. 7/14/95
-----------
68,813,332
-----------
OTHER CALLS - 0.34%
DOMESTIC:
1 CORN STR. 2.7 EXP. 10/23/95 752,500
1 WHEAT STR 3.9 EXP 10/23/95 949,750
-----------
1,702,250
-----------
PUTS - 26.20%
DOMESTIC:
5 BORDEN CHEMICAL AND PLASTICS INDEXED NOTES 731,090
EXP 12/19/95-1/30/96
10,885 COPPER PUTS STR. 2660-4000, EXP 11/13/95-6/17/96 3,634,433
1,865 S&P 500 PUT, EXP. 9/16/95 734,344
</TABLE>
-17-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Contracts Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
PUTS - 26.20% (continued)
FOREIGN:
589 EURO/DEUTSCHE MARK FUTURE CALL STR. 94, EXP. 9/18/95 $ 5,329
1 EQUITY BASKET PUT, EXP. 7/7/95 41,353,106
5 EUROSTYLE COPPER PUTS STR. 2660-4000 6,939,763
EXP.11/13/95-3/18/96
2,000 GLOBAL INDEX, STR. 186.5-203.5, 7,420,220
EXP 6/27/96
2,000 GLOBAL MACRO INDEX, EXP. 5/30/96 12,003,140
2,000 PAIR INDEX, EXP. 5/30/96 25,377,900
3 U.S. DOLLAR PUT/JAPANESE YEN CALL. STR. 67-84.6 743,160
EXP. 7/10/95-12/13/96
1 U.S. DOLLAR PUT/ITALIAN LIRA CALL, STR. 86. 6,673,773
EXP. 12/13/96
1 U.S. DOLLAR PUT/DEUTSCHE MARK CALL 3,813,836
STR. 1.5 EXP. 7/14/95
2 U.S. DOLLAR PUT/MALAYSIAN RINGGITS CALL 6,460,485
STR. 2.74-2.8, EXP 7/7/95-7/14/95
1 U. S. DOLLAR PUT/NEW ZEALAND DOLLAR CALL 8,090,908
STR. .6225 EXP.7/14/95
5 U.S. DOLLAR PUT/POLAND ZLOTY CALL STR. 3-3.6 1,694,593
EXP, 7/3/95-8/21/95
1 U. S. DOLLAR PUT/SINGAPORE DOLLAR CALL 4,882,347
STR. 1.52 EXP. 7/14/95
------------
130,558,427
------------
OTHER PUTS - 0.68%
FOREIGN:
15 GERMAN FIXED INCOME STR. 5.80-6.42%, EXP. 3,375,610
6/3/96 - 6/17/96
------------
3,375,610
------------
TOTAL OPTIONS ($221,971,491) $204,449,619
============
<CAPTION>
Face Amount
- -----------
<S> <C> <C>
SHORT-TERM INVESTMENTS - 7.37%
37,000,000 U.S. T-BILL DUE 8/17/95 $36,736,276
-----------
TOTAL SHORT-TERM INVESTMENTS (COST $36,486,550) $36,736,276
===========
</TABLE>
-18-
<PAGE>
<PAGE>
Panther Partners, L. P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
OTHER INVESTMENTS - 4.59%
FUNDS - 4.52%
FOREIGN:
39,000 FRAMLINGTON RUSSIAN INVESTMENT FUND $ 409,110
156,700 INDIA MAGNUM FUND CLASS "A" 7,739,413
119,300 INDIA MAGNUM FUND CLASS "B" 5,487,800
233,265 KOREA MAGNUM TRUST 5,403,982
68,985 MARITIME INVESTMENT FUND LTD. ORD. "144a" 744,283
147,300 THE INDIA GROWTH FUND INC. 2,706,638
-------------
22,491,226
-------------
<CAPTION>
Contracts
- ---------
<S> <C> <C>
RIGHTS AND WARRANTS - 0.07%
DOMESTIC:
54,705 GLENDALE FEDERAL BANK WTS., EXP. 8/21/00 $ 239,334
18,850 GOLD RESERVE CORP. WTS EXP 3/15/96 103,207
FOREIGN:
657,922 CIA CERVERJARIA BRAHMA PRFD. WTS., EXP. 9/30/96 17,093
51,323 CIA CERVERJARIA BRAHMA WTS., CONV. ORD. EXP 9/30/96 1,574
-------------
361,208
-------------
TOTAL OTHER INVESTMENTS (COST $19,515,797) $ 22,852,434
=============
TOTAL INVESTMENTS (COST $682,477,696)- 151.14% $ 753,065,389
LIABILITIES, LESS OTHER ASSETS - 51.14% (254,823,000)
-------------
NET ASSETS- 100% $ 498,242,389
=============
</TABLE>
-19-
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased
June 30, 1995
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS
DOMESTIC:
(90,600) ACCLAIM ENTERTAINMENT INC. $ (1,670,438)
(11,800) ADVANCED PROMOTION TECH INC. (21,388)
(3,000) AT&T GLOBAL INFORMATION SOLUTION (26,232)
(100) BOSTON CHICKEN INC. (2,419)
(91,400) CALLAWAY GOLF CO. (1,371,000)
(750) CORPORATE EXPRESS INC. (16,031)
(800) CUMMINS ENGINE (34,900)
(9,100) INDIGO (455,000)
(79,700) LAUNDREY SEAFOOD (1,594,000)
(800) MGM GRAND INC. (21,900)
(1,000) MID ATLANTIC MEDICAL SERVICES (18,500)
(1,300) MYLAN LABS INC. (39,975)
(3,700) PHYCOR INC. (129,963)
(1,900) PHYSICIAN CORP. OF AMERICA (25,888)
(151,600) PROMUS HOTEL CORP. (3,335,200)
(800) SEGA ENTERPRISES (28,453)
FOREIGN:
(4,000) ASASHI BREWERIES - JAP. ORD (46,177)
(182) BANK OF EAST ASIA (548)
(14,500) CEMEX S. ADR CEMETOS DE MEXICO (105,032)
(86,500) EURO DISNEY (274,390)
(58,740) GRUPO FINANCIERO BANCOMER ADR SER.B (344,534)
(300) GRUPO FINANCIERO SERFIN ADR (1,388)
(3,300) GRUPO SIDEK ADR (15,263)
(1,600) GRUPO SIMEC ADR (15,800)
(22,900) GRUPO TRIBASA SA-SPONS ADR (194,650)
(700) KOEI CO., LTD. (17,535)
(2,200) KONAMI INDUSTRY CO. (38,473)
(7,200) NAMCO (159,093)
(137) TENAGA NASIONAL (559)
(1,900) TOKYO STEEL MFG. CO. (32,553)
(5,800) VITRO SOCIEDAD ANONIMA (50,025)
(300) WABAN INC. (4,463)
------------
TOTAL SHORT COMMON STOCK
(Proceeds $9,911,289) $(10,091,770)
------------
<CAPTION>
CONTRACTS
- ------------
<S> <C> <C>
OPTIONS
CALLS
FOREIGN:
(44,000) UNI STOREBRAND CALLS STR. 15. EXP. 5/10/99 $ (99,343)
PUTS
FOREIGN:
(80,000,000) U.S. DOLLAR PUT/JAPANESE YEN CALL. STR. 71.44-71.79
EXP. 12/12/96 - 12/13/96 (1,645,129)
------------
TOTAL OPTIONS (PROCEEDS $2,440,383) $ (1,744,472)
------------
TOTAL SHORT SECURITIES (PROCEEDS $12,351,672) $(11,836,242)
============
</TABLE>
-20-
<PAGE>
<PAGE>
Affirmation of the Commodity Pool Operator
IN WITNESS WHEREOF, the undersigned has made and signed this document as of the
15th day of August, 1995 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
-21-
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
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.
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
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 fiscal years 1992, 1993
<PAGE>
<PAGE>
and 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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
Financial Statements
Panther Partners, L.P.
(a limited partnership)
Year ended December 31, 1994
with Report of Independent Auditors
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Financial Statements
Year ended December 31, 1994
Contents
<TABLE>
<S> <C>
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
</TABLE>
<PAGE>
<PAGE>
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.
ERNST & YOUNG LLP
February 15, 1995
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Assets, Liabilities and Partners' Capital
December 31, 1994
<TABLE>
<S> <C>
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
======================
</TABLE>
See notes to financial statements.
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Operations and Special Allocation
Year ended December 31, 1994
<TABLE>
<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)
========================
</TABLE>
See notes to financial statements.
<PAGE>
<PAGE>
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 171,605,863 2,767,726 168,838,137
(Note 2) -----------------------------------------------------------
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 (113,139,934) (1,263,830) (111,876,104)
(Note 2) -----------------------------------------------------------
Total partners' capital--net assets at
December 31, 1994 $ 497,413,146 $ 5,420,266 $ 491,992,880
-----------------------------------------------------------
===========================================================
</TABLE>
See notes to financial statements.
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Cash Flows
Year ended December 31, 1994
<TABLE>
<S> <C>
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:
Interest $ 8,660,936
========================
</TABLE>
See notes to financial statements.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
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.
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
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.
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.
<PAGE>
<PAGE>
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:
Foreign Currency Forward Buy and Sell Contracts
<TABLE>
<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>
<PAGE>
<PAGE>
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>
Commodity Forward Contracts
<TABLE>
<CAPTION>
Number of Unrealized
Contracts Contract 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>
<PAGE>
<PAGE>
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:
<TABLE>
<CAPTION>
Purchases Sales
-------------------------------
<S> <C> <C>
Equity and Future Options $ 419 $ 1
Foreign Exchange Options 1,186 30
Commodity Options 179
Bond Options 149
</TABLE>
<PAGE>
<PAGE>
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.
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:
<TABLE>
<CAPTION>
Net Gains
(Losses)
for 1994
------------------------
<S> <C>
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)
========================
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
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.
<PAGE>
<PAGE>
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
</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.
8. Subsequent Events
Effective January 1, 1995, the Partnership repurchased limited partner
interests of approximately $76,025,000 as part of a tender offer.
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <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
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
------------------------
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
------------------------
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
------------------------
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
------------------------
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
------------------------
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
------------------------
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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>
<PAGE>
<PAGE>
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>
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
========================
<CAPTION>
Contracts
- ----------
<S> <C> <C>
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>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Contracts Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <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
========================
<CAPTION>
Face Amount
- ------------
<S> <C> <C>
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>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (Continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <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
========================
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased
December 31, 1994
</TABLE>
<TABLE>
<CAPTION>
Shares Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <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)
========================
</TABLE>
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased (continued)
December 31, 1994
<TABLE>
<CAPTION>
Contracts Security Description Value
- -----------------------------------------------------------------------------------------------------------
<S> <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)
========================
</TABLE>
<PAGE>
<PAGE>
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 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
<PAGE>
<PAGE>
PANTHER PARTNERS, L.P.
- -------------------------------------------------------------------------------
Annual Report
and
Financial Statements
For the Year Ended
31st December, 1993
- --------------------------------------------------------------------------------
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.
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------
Individual General Partners
*H. Winston Holt, IV
Vice President - Marketing
Panther Management Company, L.P.
William Laverack, Jr.
Managing Director,
Gleacher & Co. Inc.
Dr. George H. Pollock
Professor of Psychiatry and Behavioral Sciences
Northwestern University Medical School
*Steven C. Olson
Treasurer
Panther Management Company, L.P.
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.
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
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 fiscal years 1992, 1993 and 1994, but only with respect to
capital invested in the Fund as of July 1, 1992.
<PAGE>
<PAGE>
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.
- --------------------------------------------------------------------------------
1993 INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------
The net performance for the Fund for the 1993 calendar year was up 70.7%
compared to the 10.1% return for the S&P 500 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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
Financial Statements
Panther Partners, L.P.
(a limited partnership)
Year ended December 31, 1993
with Report of Independent Auditors
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Financial Statements
Year ended December 31, 1993
Contents
<TABLE>
<S> <C>
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 ......................................... 12
Schedule of Securities Sold, Not Yet Purchased ............................ 25
Affirmation of the Commodity Pool Operator ................................ 27
</TABLE>
<PAGE>
<PAGE>
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, 1993, and
the related statements of operations and special allocation and cash flows for
the year then ended and statements of changes in partners' capital--net assets,
and the selected financial ratios for the periods indicated. 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, 1993 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, 1993, the results of its
operations and special allocation and cash flows for the year then ended and
changes in partners' capital--net assets, and the selected financial ratios for
the indicated periods, in conformity with generally accepted accounting
principles.
ERNST & YOUNG
February 21, 1994
1
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Assets, Liabilities and Partners' Capital
December 31, 1993
<TABLE>
<S> <C>
Assets
Investments in securities--at market (cost--$561,055,794) $ 686,394,805
Organizational costs (net of accumulated amortization
of $275,524) 475,905
Other assets 3,791,536
--------------
Total assets 690,662,246
--------------
Liabilities
Collateral payable 28,343,830
Securities sold, not yet purchased--at market
(proceeds of sales--$3,518,459) 3,709,846
Due to brokers 153,766,486
Other liabilities 1,528,084
--------------
Total liabilities 187,348,246
--------------
Partners' capital--net assets $ 503,314,000
==============
Partners' capital--Net Assets
Represented by:
Capital contributions, (net of syndication costs of
$150,000 in 1992) $ 331,725,000
Capital withdrawals (13,457,086)
Accumulated net investment loss (6,470,310)
Accumulated net realized gain on investments 66,416,534
Unrealized appreciation on investments 125,099,862
--------------
$ 503,314,000
==============
</TABLE>
See notes to financial statements.
2
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Operations and Special Allocation
Year ended December 31, 1993
<TABLE>
<S> <C>
Income from investment transactions Net realized gain on:
Investment securities $ 67,379,126
Foreign currency contracts 3,880,936
----------------------
71,260,062
----------------------
Unrealized appreciation on investments:
Beginning of year 21,578,441
End of year 125,099,862
----------------------
Net increase in unrealized appreciation 103,521,421
----------------------
Income from investment transactions 174,781,483
----------------------
Investment loss
Income:
Dividends 4,641,534
Interest 213,387
----------------------
4,854,921
----------------------
Expenses:
Interest 4,281,283
Management fees 2,292,539
Transaction fees 428,055
Taxes withheld on foreign dividends 375,103
Legal fees 280,752
Amortization of organizational costs 150,285
Individual General Partners' fees and expenses 79,371
Dividends on securities sold, not yet purchased 39,436
Miscellaneous 103,717
----------------------
Total expenses 8,030,541
----------------------
Investment loss--net (3,175,620)
----------------------
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
distributions to all partners (Note 2) $ 171,605,863
======================
</TABLE>
See notes to financial statements.
3
<PAGE>
<PAGE>
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>
March 31, 1992 (commencement of
operations) to December 31, 1992:
Capital contributions (net of
syndication costs of $150,000) $ 206,725,000 $ 3,697,027 $ 203,027,973
Investment loss--net $ (3,294,690)
Net realized loss on investments (4,843,528)
Change in unrealized appreciation
on investments 21,578,441
--------------------
Net increase in net assets resulting
from operations 13,440,223
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 13,440,223 219,343 13,220,880
(Note 2)
-----------------------------------------------------------
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 171,605,863 2,767,726 168,838,137
(Note 2)
-----------------------------------------------------------
Total partners' capital--net assets at
December 31, 1993 $ 503,314,000 $ 6,684,096 $ 496,629,904
===========================================================
</TABLE>
See notes to financial statements.
4
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Statement of Cash Flows
Year ended December 31, 1993
<TABLE>
<S> <C>
Cash flows from operating activities
Net increase in net assets resulting from operations $ 171,605,863
Adjustments to reconcile net increase in net assets resulting
from operations to net cash used in operating activities:
Amortization 150,285
(Increase) decrease in:
Investments in securities (387,450,057)
Due from brokers 3,363,586
Other assets (3,363,406)
Increase (decrease) in:
Short-term borrowings (22,091,640)
Collateral payable 28,343,830
Securities sold, not yet purchased 1,986,870
Due to brokers 94,884,659
Other liabilities 1,027,096
--------------
Net cash used in operating activities (111,542,914)
Cash flows from financing activities
Capital contributions 125,000,000
Capital withdrawals (13,457,086)
--------------
Net cash provided by financing activities 111,542,914
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 $ 4,105,216
==============
</TABLE>
See notes to financial statements.
5
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements
December 31, 1993
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 February 1, 1993
(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 increase 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 increase 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 increase in net assets resulting from operations.
6
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
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, 1993, the management fee totalled $2,292,539.
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. For
the year ended December 31, 1993, 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, 1993, these fees and expenses totalled $79,371.
7
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Notes to Financial Statements (continued)
3. Securities Transactions
The aggregate amount of purchases and sales of investment securities, for the
year ended December 31, 1993, amounted to $4,263,881,557 and $4,049,839,015,
respectively.
At December 31, 1993, 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, 1993, accumulated net unrealized appreciation on investments and
securities sold, not yet purchased was $125,147,624 consisting of $140,873,940
gross unrealized appreciation and $15,726,316 gross unrealized depreciation.
Also included in accumulated net unrealized appreciation on investments is
$47,762 representing net unrealized losses on open foreign exchange contracts,
futures contracts and other assets and liabilities.
The Partnership owns securities positions of firms with which it also conducts
business.
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.
8
<PAGE>
<PAGE>
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, 1993, the Partnership had outstanding forward exchange
contracts, both to purchase and sell foreign currencies as follows:
Foreign Currency Forward Buy and Sell Contracts
<TABLE>
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain (Loss)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Buy Contracts
282,013 Australian Dollar Exp. 3/16/94 $ 187,988 $ 190,608 $ 2,620
1,019,730 Swiss Francs Exp. 3/16/94 700,000 683,480 (16,520)
33,785,269 Deutsche Marks Exp. 1/10/94 - 2/15/94 19,707,523 19,362,763 (344,760)
11,217,612 British Pounds Exp. 1/12/94 - 1/20/94 16,661,806 16,535,084 (126,722)
21,376,034 French Francs Exp. 1/18/94 3,663,991 3,605,670 (58,321)
22,834,292,000 Italian Lira Exp. 1/7/94 - 1/24/94 13,561,567 13,279,249 (282,318)
8,551,201,079 Japanese Yen Exp. 1/12/94 - 1/31/94 78,176,672 76,532,696 (1,643,976)
Other Currencies Exp. 1/10/94 - 1/26/94 4,906,167 4,835,049 (71,118)
---------------------------------------------------
137,565,714 135,024,599 (2,541,115)
---------------------------------------------------
</TABLE>
9
<PAGE>
<PAGE>
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)
Foreign Currency Forward Buy and Sell Contracts (continued)
<TABLE>
<CAPTION>
Foreign
Denominated Unrealized
Amount Contract Commitment Market Value Gain (Loss)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sell Contracts
(5,692,339) Australian Dollar Exp. 3/16/94 $ (3,762,091) $ (3,847,357) $ (85,266)
(50,202,629) Swiss Francs Exp. 3/16/94 (33,452,632) (33,648,626) (195,994)
(17,672,109) Deutsche Marks Exp. 1/10/94 - 2/15/94 (10,330,732) (10,143,920) 186,812
(42,799,390) British Pounds Exp. 1/18/94 - 1/24/94 (63,674,778) (63,088,525) 586,253
(148,017,306) French Francs Exp. 1/5/94 - 1/18/94 (25,341,735) (24,968,342) 373,393
(6,630,578) Irish Pounds Exp. 1/12/94 (9,299,437) (9,311,185) (11,748)
(3,761,960,277) Italian Lira Exp. 1/7/94 - 1/24/94 (16,977,268) (16,570,555) 406,713
(3,865,830,517) Japanese Yen Exp. 1/12/94 - 5/16/94 (35,457,098) (34,619,361) 837,737
(67,419,578) Norwegian Krone Exp. 1/18/94 (9,117,504) (8,936,458) 181,046
Other Currencies Exp. 1/7/94 - 1/26/94 (18,578,053) (18,438,073) 139,980
---------------------------------------------------
(225,991,328) (223,572,402) 2,418,926
---------------------------------------------------
$ (88,425,614) $ (88,547,803) $ (122,189)
===================================================
</TABLE>
The net unrealized loss of $122,189 is included in other assets 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.
10
<PAGE>
<PAGE>
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.
5. Selected Financial Ratios
The following represent the ratios to average net assets for the period:
<TABLE>
<CAPTION>
March 1, 1992
(Commencement of
Year ended Operations)
December 31, to December 31, 1992
1993
------------------------------------------------
<S> <C> <C>
Investment loss (1.06)% (1.68)%
Operating expenses 1.24 1.00
Interest and dividends on securities sold
not yet purchased 1.45 2.53
Total expenses 2.69 3.53
Portfolio turnover 203.56 216.17
Total return* 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.
6. Subsequent Events
Effective January 1, 1994, the Partnership repurchased limited partner interests
of approximately $16,772,000 as part of a tender offer and distributed
approximately $22,373,000 in partner authorized distributions under the
Agreement. Effective February 1, 1994, the Partnership received capital
contributions of approximately $146,282,000.
11
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks--102.64%
Aerospace--1.75%:
Domestic:
42,232 General Dynamics $ 3,895,902
65,900 Sequa Corp.--Class A 2,141,750
Foreign:
448,400 Hong Kong Aircraft Engineering Co. 2,785,454
-----------
8,823,106
-----------
Automotive--4.46%:
Domestic:
198,430 Chrysler Corp. 10,566,398
104,300 Ford Motor Co. 6,727,350
72,610 Harley Davidson Inc. 3,203,916
102,200 Integon 1,903,475
Foreign:
4,000 Toyota Motor Co. 63,685
-----------
22,464,824
-----------
Brokerage--3.54%:
Domestic:
222,570 Bear Stearns Cos. 4,868,719
111,560 Merrill Lynch & Co. 4,685,520
116,653 Morgan Stanley Group Inc. 8,253,200
-----------
17,807,439
-----------
Capital Goods--0.73%:
Domestic:
23,600 UNIFI Corp. 634,250
Foreign:
307,000 Bona Shipholding Ord "144A" 2,878,125
16,000 THK Co. 157,424
-----------
3,669,799
-----------
</TABLE>
12
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks (continued)
Chemical--0.87%:
Domestic:
50,175 Georgia Gulf Corp. $ 1,122,666
129,598 Union Carbide 2,899,755
Foreign:
500 Hankook Tire 50,105
15,000 Reliance Industries 326,250
-----------
4,398,776
-----------
Communications/Cable--13.53%:
Domestic:
7,600 Capital Cities ABC Inc. 4,708,200
20,400 Liberty Media Corp. 594,150
66,000 Lin Broadcast 7,293,000
39,600 Motorola Inc. 3,653,100
26,000 Pac Tel Corp. 646,750
801,100 Telecommunications Inc. Class "A" 24,233,275
30,600 Well Fleet Communications Inc. 1,973,700
Foreign:
62 DDI Corporation 3,310,733
23,183 Korea Mobil Telecom 10,495,686
820 Pelicon KMT 265,172
135,000 Telefonos De Mexico Series "L" ADR 9,112,500
132,000 Tolmex SA DE CV MXN NPV Series B2 1,817,391
-----------
68,103,657
-----------
Construction--2.33%:
Foreign:
8,420,000 Hopewell Holdings 11,005,824
38,000 Sumitomo Forestry 730,769
-----------
11,736,593
-----------
</TABLE>
13
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks (continued)
Consumer Products--2.45%:
Domestic:
117,100 Fruit of the Loom $2,825,037
51,600 Galey & Lord Inc. 722,400
49,570 PCA International 532,878
Foreign:
29,700 Canon Sales Co. 714,606
22,200 Orkfla As - Frie A - Aksjer 816,350
11,300 Orkfla As - Frie B - Aksjer 417,030
178,000 Shimano 4,489,803
2,763,600 Waterford Wedgewood Stock 1,806,815
----------
12,324,919
----------
Electronics/Computer--6.59%:
Domestic:
40,300 Adaptec Inc. 1,601,925
38,800 Compaq Computer Corp. 2,866,350
38,400 Creative Technologies 1,219,200
77,200 Dell Computer 1,746,650
47,400 Hutchinson Tech. 1,386,450
263,377 Mark IV Inds. Inc. 4,740,786
59,575 Microsoft Corp. 4,803,234
39,100 Oracle Sys. Corp. 1,124,125
196,100 Seagate Technology Inc. 4,657,375
57,600 Tech. Data Corp. 2,073,600
Foreign:
28 Consolidated Electric Power Asia Ltd. Ord. 51
5,037 Felten & Guilleaume AG 1,202,044
1,170 Felten & Guilleaume New Ord DM 50 279,212
37,400 ISG Technologies Inc. 343,100
78,000 Murata Manufacturing 2,672,093
34,000 Nippon Denso LT 513,953
39,000 Sony 1,922,095
----------
33,152,243
----------
</TABLE>
14
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks (continued)
Food-Retail--0.83%
Domestic:
9,400 Factory Stores $ 235,000
101,700 Penn Traffic Co. 3,686,625
Foreign:
7,000 Sari Corp. 276,744
-----------
4,198,369
-----------
Financial Institutions--28.66%:
Domestic:
68,500 American Residential 1,147,375
1,500 Banco Santander ADR 69,938
225,700 Bank of Boston Corp. 5,191,100
93,800 Bank of Hawaii Inc. 3,845,800
59,300 Bank of New York Inc. 3,380,100
46,200 Bankers Trust Corp. 762,300
277,800 Citicorp. 10,243,875
84,730 Continental Bank 2,234,754
335,310 Countrywide Credit Inds. 8,424,664
34,750 Crossland Savings Bank 973,000
63,000 Delphi Financial Group 1,559,250
227,974 Equitable Companies 6,155,298
130,300 Federal National Mtg. Assn. 10,228,550
52,800 First Alb. Bancshares 1,709,400
38,620 First Federal Financial Corp. 617,920
51,049 First Republic Bankcorp. 727,448
8,500 Frontier Insurance Group 380,375
66,456 Glenfed Inc. 473,499
150,000 Partnerre Holding Ltd. 3,262,500
1,974,000 Peregrine Investments Holding 4,853,889
162,700 Republic NY Corp. 7,606,225
18,800 Secor Bank 413,600
121,897 Southtrust Corp. 2,316,043
22,100 Unum Corp. 1,160,250
61,100 Vest Insurance Group Inc. 1,527,500
76,930 Wells Fargo & Co. 9,952,819
</TABLE>
15
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks (continued)
Financial Institutions--28.66% (continued):
Foreign:
112,150 Banco Santander $ 5,207,524
4,214 BBC Brown Boveriag--Bearer Holding Cos. 3,072,856
11,300 Hees Int'l. Bancorp Inc. 132,519
492,000 JCG Holdings Ltd. HKD .10 Ords. 394,772
8,119,000 National Mutual Ord. 0.05 7,670,338
22,000 Nichiei Co., Ltd. 1,662,791
1,745,300 Royal Bank of Scotland 11,720,292
144,800 Stet Italian Savings 295,510
13,123 Swiss Reinsurance Swiss Reg Shares CHF20 6,476,463
981,298 Uni Storebrand 2,605,400
15,887 Union Bank of Switzerland 14,443,697
1,006,200 WPP Group 1,336,544
-----------
144,236,178
-----------
General Retail--6.47%:
Domestic:
7,600 Autobacs Seven 876,923
52,700 Autozone Inc. 3,017,075
19,400 Circuit City Stores Inc. 421,950
337,165 Home Depot 13,318,018
15,800 Horizon Outlet Centers 363,400
97,140 Kohls Corp. 4,881,285
96,100 United Retail Group Inc. 1,009,050
Foreign:
112,000 Aoyama Trading Co. Ltd. 6,411,449
4,397,500 Giordano Holdings Ltd. HKD .10 Ord. 2,276,433
-----------
32,575,583
-----------
</TABLE>
16
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks (continued)
Hotel and Gaming Tourism--6.05%:
Domestic:
197,750 Airborne Freight Corp. $ 6,945,969
84,575 Carnival Cruise Lines 4,006,741
42,100 Greyhound Lines Inc. 484,150
171,625 Gtech Holdings Corporation 5,620,719
23,943 Host Marriott Corp. 218,480
23,943 Marriott International Inc. 694,347
101,300 Norwest Corp. 2,469,188
176,900 Xtra Corp. 8,446,973
Foreign:
120,000 First Olsen Tankers Ltd. 987,681
116,840 Western Bulk Shipping AS 589,410
-----------
30,463,658
-----------
Healthcare--5.44%:
Domestic:
174,880 Amgen Inc. 8,656,560
109,700 Charter Medical 2,838,488
325,300 Columbia Healthcare Corp. 10,775,563
54,660 Community Psychiatric Ctrs. 765,240
20,165 Immunogen 184,006
70,900 Life Re Corp. 1,444,588
104,200 Cytel Corp. 494,950
31,250 Universal Health Services - Class B 632,813
40,890 Ventritex Inc. 1,604,930
-----------
27,397,138
-----------
Media--0.70%:
Domestic:
196,300 Advo Inc. 3,533,400
-----------
3,533,400
-----------
</TABLE>
17
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks (continued)
Metal/Mine--1.54%:
Domestic:
53,868 Proler Intl. Corp. $ 653,150
Foreign:
964,800 Ampol Exploration 3,629,375
36,950,800 Cia Vale Do Rio Doce 3,102,109
4,410 Young Poong 352,428
-----------
7,737,062
-----------
Oil and Gas--4.94%:
Domestic:
166,730 British Petroleum Plc ADR 10,670,720
46,850 Destec Energy Inc. 673,469
198,700 Noble 5,265,550
136,600 Talisman Energy 2,997,201
Foreign:
21,300 Northstar Energy Corp. 419,006
29,100 Petroleum GEO 967,575
33,454 Petroleum GEO--Services A/S 1,088,072
71,300 Ross Offshore 520,590
200,000 Transocean Drilling 1,194,775
234,900 Wilrig 1,091,426
-----------
24,888,384
-----------
Paper and Packaging--2.19%:
Domestic:
89,100 Sealed Air Corp. 2,817,788
Foreign:
2,482 Compagnie Generale 531,842
1,734,700 Jefferson Smurfit Group Plc 7,463,304
2,640 Keum Kang Co. Ltd. KRW 5000 Ord. 195,996
-----------
11,008,930
-----------
</TABLE>
18
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks (continued)
Pharmacutical--1.77%:
Foreign:
2,095 Roche Holding $ 8,876,284
------------
8,876,284
------------
Real Estate--3.29%
Domestic:
89,075 Cousins PPTYS Inc. 1,469,738
57,800 Kranzco Realty Trust 1,235,475
72,100 Resource Bancshares Mortgage Group Inc. 766,063
160,000 Saul Centers 3,080,000
101,300 Tucker Properties 1,696,775
Foreign:
1,357,700 Cheung Kong (Holdings) HK .50 Ord. 8,302,228
------------
16,550,279
------------
Restaurants--0.99%:
Domestic:
69,400 Cooker Restaurant Corp. 893,525
167,400 Foodmaker Inc. 1,632,150
103,370 Rallys Inc. 891,566
26,850 Sonic Corp. 691,388
Foreign:
1,367,400 Cafe De Coral Group 880,395
------------
4,989,024
------------
Utilities Power Plant--3.52%:
Foreign:
1,216,800 China Light & Power Co. 8,897,269
400 Hong Kong China Gas 1,160
97,000 Iberdrola SA ESP 500 Ord. 695,280
1,008,020 Power Gen Plc Ord. 8,100,726
------------
17,694,435
------------
Total Common Stocks (Cost $445,530,273) $516,630,080
============
</TABLE>
19
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Preferred Stocks--1.51%
Domestic:
700 Dime Savings Bank Preferred Stock $ 735,000
Foreign:
84,750 Nokia Cum. Preferred FIM 20 4,229,305
8,213,562 Cia Cervejaria Brahma NVP Preferred 1,711,469
594,999 Uni Storebrand Preferred 916,258
-----------
Total Preferred Stocks (Cost $6,348,961) $ 7,592,032
===========
<CAPTION>
Face Amount
- -----------
<S> <C> <C>
Bonds--0.2%
Domestic:
98,000 Clevite Bond 12.375%, due 6/30/2001 $ 49,000
Foreign:
111,380 Russian Loan Particip. Agreement NLG 26,342
547,258 Russian Loan Particip. Agreement FRF 42,541
80,000,000 Russian Loan Particip. Agreement JPY 329,159
6,758,052 Russian Loan Particip. Agreement FRF 525,341
-----------
Total Bonds (Cost $865,462) $ 972,383
===========
<CAPTION>
Contracts
- -----------
<S> <C> <C>
Options--10.67%
Calls--2.43%
Domestic:
25,300 Aluminum Calls Str. 1050.0, Exp. 1/28/94 -
2/14/94 $ 1,573,182
68,885 Gold Calls Str. 355 Exp. 5/12/94 2,845,639
</TABLE>
20
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Options--10.67% (continued)
Calls--2.43% (continued)
Foreign:
2 Belgian Govt. Bond Calls Str. 102.29-115.36,
Exp. 11/9/94 $ 278,975
2 British Govt. Bond Calls Str. 106.73-108.95,
Exp. 11/9/94 276,603
12 Bund Calls Str. 106.74-116.31, Exp. 10/7/94 -
10/27/94 2,334,618
920 Euro/Dem Future Calls Str. 95.0-95.25, Exp.
6/13/94 - 9/19/94 429,125
8 German Govt. Bond Calls Str. 100.7-103.63,
Exp. 6/6/94 - 10/4/94 979,643
370 Pibor Future Call Str. 95.2, Exp. 9/19/94 265,737
1 Swedish Govt. Bond Call Str. 138.50, Exp.
1/31/94 620,678
4 Unistore Brand Calls Str. 8.00-12.00,
Exp. 4/5/94 - 5/23/94 882,021
1 U.S. Dollar Call/German Deutsche Mark Put Str.
1.7275, Exp. 3/14/94 539,000
2 U.S. Dollar Call/Japanese Yen Puts Str. 110-111,
Exp. 3/14/94 1,215,451
-----------
12,240,672
-----------
Puts--8.24%
Foreign:
5,000 Belgian Franc Puts Str. .02882409-.02941432,
Exp. 1/4/94 - 1/5/94 2,174,170
4,000 Deutsche Mark Puts Str. .60732462-.61110964,
Exp. 1/3/94 - 1/4/94 2,677,550
6,000 Global Index Puts Str. 344.6787-394.4655,
Exp. 12/10/94 - 12/14/94 18,644,420
</TABLE>
21
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Contracts Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Puts--8.24% (continued)
Foreign (continued):
575 Italian 10 yr Puts Str. 118-119, Exp. 3/4/94 $ 1,031,137
10,000 Japanese Yen Puts Str. .00921082-.00937097,
Exp. 1/4/94 - 12/27/94 5,534,610
3,000 New Zealand Dollar/Belgian Franc Pair Puts,
Exp. 1/5/94 2,384,140
3,000 New Zealand Dollar/French Franc Pair Puts,
Exp. 1/5/94 3,223,590
2,000 New Zealand Dollar/Italian Lira Pair Puts,
Exp. 1/4/94 2,103,270
1,000 New Zealand Dollar/Japanese Yen Pair Puts,
Exp. 1/5/94 1,016,790
134,355 Nikkei 225 Str. 16346-18175, Exp. 1/21/94 -
11/19/94 1,044,321
4,000 Swedish Krona Puts Str. .12620192-.12786180,
Exp. 1/3/94 - 1/4/94 1,611,750
-----------
41,445,748
-----------
Total Options (Cost $46,618,316) $53,686,420
===========
Other Options--16.20%
Foreign:
4 Belgian Fixed Income Str. 6.87-6.92%, Exp.
11/8/95-11/10/95 $ 707,633
39 French Fixed Income Str. 5.16-9.01%, Exp.
1/19/94-12/1/95 27,935,378
33 German Fixed Income Str. 5.73-6.29%, Exp.
3/9/94-10/18/95 9,664,945
46 British Fixed Income Str. 6.00-7.47%, Exp.
4/4/94-12/13/95 24,882,700
10 Italian Fixed Income Str. 8.05-8.43%, Exp.
4/5/94-10/3/94 2,533,376
17 Japanese Fixed Income Str. 2.65-4.16%, Exp.
11/16/94-12/22/94 8,806,172
</TABLE>
22
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Contracts Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Other Options--16.20% (continued)
Foreign (continued):
1 LIBOR Fixed Income Str. 5%, Exp. 9/19/94 $ 233,237
16 PIBOR Fixed Income Str. 5.00-5.75%, Exp.
3/14-9/19/94 1,097,279
26 Swedish Fixed Income Str. 6.75-9.16%, Exp.
3/10-11/14/94 5,547,200
1 Swiss Fixed Income Str. 4.50%, Exp. 1/21/94 149,063
-----------
Total Other Options (Cost $44,198,857) $81,556,983
===========
<CAPTION>
Face Amount
- -----------
<S> <C> <C>
Short-term Investments--0.50%
1,300,000 U.S. Treasury Bill 3/3/94 $ 1,289,878
1,250,000 U.S. Treasury Bill 1/20/94 1,241,550
-----------
Total Short-Term Investments (Cost $2,532,354) $ 2,531,428
===========
<CAPTION>
Shares
- -----------
<S> <C> <C>
Other Investments--4.36%
Funds
Domestic:
39,000 Framlington Russian Investment Fund $ 400,000
88,700 Korea Fund Inc. 2,128,800
39,200 Maritime Investment Fund Ltd. Ord. 144A 392,000
78,000 Pakistan Investment Fund 1,209,000
Foreign:
77,000 India Magnum Fund Class "A" 4,042,500
51,200 India Magnum Fund Class "B" 2,739,200
232,000 Korea Magnum Trust 4,186,604
398,896 Korea Zenith Trust 6,865,039
-----------
21,963,143
-----------
Rights and Warrants--0.29%
Domestic:
67,605 Glendale Federal Sav. Bk. Wts., Exp. 8/26/00 122,535
</TABLE>
23
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Portfolio Investments (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Rights and Warrants--0.29% (continued)
Foreign:
657,922 CIA Cervejaria Brahma Prfd. Wts. 9/30/96 $ 17,093
51,323 CIA Cervejaria Brahma Wts. Conv. Ord. 9/30/96 1,573
184,000 Hopewell Holdings Warrants 125,016
298,000 National Mutual Warrants 172,580
100,800 Stet Warrants due 9/30/94 849,306
11,930 Swiss Reinsurance "A" Wts., Exp. 10/14/94 92,120
11,930 Swiss Reinsurance "B" Wts., Exp. 6/30/95 82,112
-------------
1,462,335
-------------
Total Other Investments (Cost $14,961,571) $ 23,425,478
=============
Total Investments (Cost $561,055,794)--136.37% $ 686,394,805
Liabilities, less other assets--36.37% (183,080,805)
-------------
Net Assets--100% $ 503,314,000
=============
</TABLE>
24
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Short Securities
Common Stocks
Domestic:
(4,600) Advanced Promotion Tech. Inc $ (43,700)
(300) Atari Corp. (1,725)
(200) Barnes and Noble Inc. (4,975)
(4,900) Cheyenne Software Inc. (136,588)
(700) Federal Realty Investment (17,500)
(7,000) Food Lion--Cl. A (45,500)
(2,400) Gateway 2000 Inc. (47,100)
(2,900) Nutmeg Industries Inc. (50,025)
(400) Sara Lee Corp. (10,000)
(5,600) Software Toolworks Common Stock (56,700)
(6,800) US Surgical Corp. (153,000)
(2,300) Videocart Inc. (144)
Foreign:
(1,300) Accor SA FF 100 Ord. (130,275)
(9,600) Konami Industry Co. (276,494)
(11,100) Namco (241,261)
(400) Nippon Densetsu Kogyo (5,868)
(6,600) Nohmi Bosai (88,551)
(326,000) Shanghai Petrochemical Co. (137,114)
(7,800) Toyo Shutter Co. (66,907)
-----------
Total Common Stock (Proceeds $1,545,855) $(1,513,427)
===========
<CAPTION>
Contracts
- ------------
<S> <C> <C>
Options
Calls
Foreign:
(9,100) Dax Calls Str. 2155-2170.599, Exp. 3/18/94 $ (570,824)
(790) Euro/Dem Future Call Str. 96.25, Exp. 9/19/94 (68,143)
(370) Pibor Future Call Str. 96.20 Exp. 1/19/94 (23,447)
-----------
(662,414)
-----------
Puts
Foreign:
(1) French Franc Put Str. 7.72, Exp. 2/25/94 (878,749)
-----------
Total Options (Proceeds $1,319,506) $(1,541,163)
===========
</TABLE>
25
<PAGE>
<PAGE>
Panther Partners, L.P.
(a limited partnership)
Schedule of Securities Sold, Not Yet Purchased (continued)
December 31, 1993
<TABLE>
<CAPTION>
Shares Security Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
Other Options
Foreign:
(1) LIBOR Fixed Income Str. 4.0%, Exp. 9/19/94 $ (38,873)
(5) PIBOR Fixed Income Str. 4.00-4.50%, Exp.
3/14/94 - 9/19/94
(65,369)
(5) Swedish Krona Fixed Income Str. 5.75-5.94%,
Exp. 9/16/94-11/14/94 (551,014)
------------
Total Other Options (Proceeds $653,098) (655,256)
------------
Total Short Securities (Proceeds $3,518,459) $ (3,709,846)
============
</TABLE>
26
<PAGE>
<PAGE>
Affirmation of the Commodity Pool Operator
IN WITNESS WHEREOF, the undersigned has made and signed this document as of the
25th day of February, 1993, 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: Steven Olson
--------------------------
Steven C. Olson
Chief Financial Officer
27
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
Regarding the
Partnership Interests
of
PANTHER PARTNERS, L.P.
Tendered Pursuant to the Offer to Purchase
Dated January 3, 1996
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT NEW YORK CITY TIME
ON JANUARY 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: Mr. H. Winston Holt, IV
Managing Director - Client Services
For additional information call:
(212) 984-2567
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 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 January 3, 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 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
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
<PAGE>
<PAGE>
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 partnership
interests in the Fund or portions thereof tendered hereby.
Payment of the cash portion of the purchase price for the 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 January 31, 1996, of the
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 Fund's internal valuation reconciliation procedures to be
completed by February 29, 1996, and shall be paid within five business days
after February 29, 1996, 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: ( )
_________________________
2
<PAGE>
<PAGE>
Part 2. Amount of partnership interest in the Fund tendered:
[ ] Entire partnership interest
[ ] Portion of partnership interest
a) $_______
or
b) ____ percent of 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.
3
<PAGE>
<PAGE>
Part 4. Signature.
________________________________________________________________________
________________________________________________________________________
(Signature(s) of Owner(s) Exactly as Appeared on Subscription Agreement)
Date January __ , 1996
Name(s) _______________________________________________________________
_______________________________________________________________
(Please Print)
4
