PRUDENTIAL BACHE DIVERSIFIED FUTURES FUND L P
10-Q, 1997-11-14
COMMODITY CONTRACTS BROKERS & DEALERS
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-Q
 
(Mark One)
 
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
For the quarter ended September 30, 1997
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
For the transition period from _______________________ to ______________________
 
Commission file number: 0-17592
 
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 
Delaware                                        13-3464456
- --------------------------------------------------------------------------------
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)
 
One New York Plaza, 14th Floor, New York, New York
                                                10292
- --------------------------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)
 
Registrant's telephone number, including area code (212) 778-7866
 
                                      N/A
- --------------------------------------------------------------------------------
   Former name, former address and former fiscal year, if changed since last
                                    report.
 
   Indicate by check CK whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _CK_  No __

<PAGE>
                         Part I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
                       STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                      September 30,     December 31,
                                                                          1997              1996
<S>                                                                   <C>               <C>
- ----------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash                                                                   $ 2,388,463      $ 4,645,558
U.S. Treasury bills, at amortized cost                                  15,133,091       16,240,338
Net unrealized gain on open commodity positions                          1,175,252          515,393
                                                                      -------------     ------------
Total assets                                                           $18,696,806      $21,401,289
                                                                      -------------     ------------
                                                                      -------------     ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable                                                    $   312,482      $ 1,181,254
Management fees payable                                                     62,137           71,105
Accrued expenses                                                            55,745           69,703
Incentive fees payable                                                          --          532,138
                                                                      -------------     ------------
Total liabilities                                                          430,364        1,854,200
                                                                      -------------     ------------
Commitments
 
Partners' capital
Limited partners (44,040 and 47,492 units outstanding)                  18,083,716       19,351,504
General partner (445 and 480 units outstanding)                            182,726          195,585
                                                                      -------------     ------------
Total partners' capital                                                 18,266,442       19,547,089
                                                                      -------------     ------------
Total liabilities and partners' capital                                $18,696,806      $21,401,289
                                                                      -------------     ------------
                                                                      -------------     ------------
 
Net asset value per limited and general partnership unit ('Units')     $    410.62      $    407.47
                                                                      -------------     ------------
                                                                      -------------     ------------
- ----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements
</TABLE>
                                       2
<PAGE>
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                  Nine months ended            Three months ended
                                                    September 30,                 September 30,
                                              -------------------------     -------------------------
                                                 1997           1996           1997           1996
<S>                                           <C>            <C>            <C>            <C>
- -----------------------------------------------------------------------------------------------------
REVENUES
Net realized gain (loss) on commodity
  transactions                                $  785,468     $  529,613     $1,257,948     $ (592,346)
Change in net unrealized gain on open
  commodity positions                            659,859      1,046,538        557,973      1,232,566
Interest from U.S Treasury bills                 561,921        525,530        193,988        166,813
                                              ----------     ----------     ----------     ----------
                                               2,007,248      2,101,681      2,009,909        807,033
                                              ----------     ----------     ----------     ----------
 
EXPENSES
Commissions                                    1,275,482      1,197,871        410,976        377,411
Management fees                                  569,851        535,529        188,127        169,068
General and administrative                        59,496         53,990         17,382         30,685
                                              ----------     ----------     ----------     ----------
                                               1,904,829      1,787,390        616,485        577,164
                                              ----------     ----------     ----------     ----------
Net income                                    $  102,419     $  314,291     $1,393,424     $  229,869
                                              ----------     ----------     ----------     ----------
                                              ----------     ----------     ----------     ----------
ALLOCATION OF NET INCOME
Limited partners                              $  101,393     $  324,494     $1,379,473     $  227,544
                                              ----------     ----------     ----------     ----------
                                              ----------     ----------     ----------     ----------
General partner                               $    1,026     $  (10,203)    $   13,951     $    2,325
                                              ----------     ----------     ----------     ----------
                                              ----------     ----------     ----------     ----------
NET INCOME PER WEIGHTED AVERAGE
LIMITED AND GENERAL PARTNERSHIP UNIT
Net income per weighted average
  limited and general partnership unit        $     2.19     $     5.77     $    30.80     $     4.42
                                              ----------     ----------     ----------     ----------
                                              ----------     ----------     ----------     ----------
Weighted average number of
  limited and general partnership units
  outstanding                                     46,689         54,454         45,246         51,949
                                              ----------     ----------     ----------     ----------
                                              ----------     ----------     ----------     ----------
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
                   STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              LIMITED       GENERAL
                                                 UNITS       PARTNERS       PARTNER         TOTAL
<S>                                              <C>        <C>             <C>          <C>
- ----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1996             47,972     $19,351,504     $195,585     $19,547,089
Net income                                                      101,393        1,026         102,419
Redemptions                                      (3,487)     (1,369,181)     (13,885)     (1,383,066)
                                                 ------     -----------     --------     -----------
Partners' capital--September 30, 1997            44,485     $18,083,716     $182,726     $18,266,442
                                                 ------     -----------     --------     -----------
                                                 ------     -----------     --------     -----------
- ----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements
</TABLE>
                                       3
<PAGE>
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997
                                  (Unaudited)
 
A. General
 
   These financial statements have been prepared without audit. In the opinion
of management, the financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the financial
position of Prudential-Bache Diversified Futures Fund L.P. (the 'Partnership')
as of September 30, 1997 and the results of its operations for the nine and
three months ended September 30, 1997 and 1996. However, the operating results
for the interim periods may not be indicative of the results expected for the
full year.
 
   Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1996 (the 'Annual Report').
 
B. Related Parties
 
   Seaport Futures Management, Inc. (the 'General Partner') and its affiliates
perform services for the Partnership which include, but are not limited to:
brokerage services, accounting and financial management, registrar, transfer and
assignment functions, investor communications, printing and other administrative
services. A portion of the general and administrative expenses of the
Partnership for the nine and three months ended September 30, 1997 and 1996 was
borne by Prudential Securities Incorporated ('PSI') and its affiliates.
 
   Costs and expenses charged to the Partnership for these services for the nine
and three months ended September 30, 1997 and 1996 were:
 
<TABLE>
<CAPTION>
                                            Nine months ended          Three months ended
                                              September 30,               September 30,
                                        -------------------------     ---------------------
                                           1997           1996          1997         1996
                                        ----------     ----------     --------     --------
<S>                                     <C>            <C>            <C>          <C>
Commissions                             $1,275,482     $1,197,871     $410,976     $377,411
Printing services                            9,900         10,410        1,050        4,915
                                        ----------     ----------     --------     --------
                                        $1,285,382     $1,208,281     $412,026     $382,326
                                        ----------     ----------     --------     --------
                                        ----------     ----------     --------     --------
</TABLE>
 
   Expenses payable to the General Partner and its affiliates (which are
included in accrued expenses) as of September 30, 1997 and December 31, 1996
were $6,339 and $4,524, respectively.
 
   The Partnership maintains its trading and cash accounts at PSI. Approximately
75% of the Partnership's net assets is invested in interest-bearing U.S.
Government obligations (primarily U.S. Treasury bills), a significant portion of
which is utilized for margin purposes for the Partnership's commodity trading
activities. As described in the Annual Report, all commissions for brokerage
services are paid to PSI.
 
   In connection with the Partnership's interbank transactions, PSI engages in
foreign currency forward transactions with the Partnership and an affiliate of
PSI who, as principal, attempts to earn a profit on the bid-ask spreads (which
must be competitive) on any foreign currency forward transactions entered into
between the Partnership and PSI, on the one hand, and PSI and such affiliate on
the other. In connection with its trading of foreign currencies in the interbank
market, PSI may arrange bank lines of credit at major international banks. To
the extent such lines of credit are arranged, PSI does not charge the
Partnership for maintaining such lines of credit, but requires margin deposits
with respect to forward contract transactions.
 
                                       4
<PAGE>
C. Credit and Market Risk
 
   Since the Partnership's business is to trade futures, forward and options
contracts, its capital is at risk due to changes in the value of these contracts
(market risk) or the inability of counterparties to perform under the terms of
the contracts (credit risk).
 
   Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level of volatility of interest rates, foreign
currency exchange rates or the market values of the contracts (or commodities
underlying the contracts) frequently result in changes in the Partnership's
unrealized gain (loss) on open commodity positions reflected in the statements
of financial condition. The Partnership's exposure to market risk is influenced
by a number of factors including the relationships among the contracts held by
the Partnership as well as the liquidity of the markets in which the contracts
are traded.
 
   Futures and options contracts are traded on organized exchanges and are thus
distinguished from forward contracts which are entered into privately by the
parties. The credit risks associated with futures and options contracts are
typically perceived to be less than those associated with forward contracts,
because exchanges typically provide clearinghouse arrangements in which the
collective credit (subject to certain limitations) of the members of the
exchanges is pledged to support the financial integrity of the exchange. On the
other hand, the Partnership must rely solely on the credit of its broker (PSI)
with respect to forward transactions. The Partnership presents unrealized gains
and losses on open forward positions as a net amount in the statements of
financial condition because it has a master netting agreement with PSI.
 
   The General Partner attempts to minimize both credit and market risks by
requiring the Partnership's trading manager to abide by various trading
limitations and policies. The General Partner monitors compliance with these
trading limitations and policies which include, but are not limited to,
executing and clearing all trades with creditworthy counterparties (currently,
PSI is the sole counterparty or broker); limiting the amount of margin or
premium required for any one commodity or all commodities combined; and
generally limiting transactions to contracts which are traded in sufficient
volume to permit the taking and liquidating of positions. The General Partner
may impose additional restrictions (through modifications of such trading
limitations and policies) upon the trading activities of the trading manager as
it, in good faith, deems to be in the best interests of the Partnership.
 
   PSI, when acting as the Partnership's futures commission merchant in
accepting orders for the purchase or sale of domestic futures and options
contracts, is required by Commodity Futures Trading Commission ('CFTC')
regulations to separately account for and segregate as belonging to the
Partnership all assets of the Partnership relating to domestic futures and
options trading and is not to commingle such assets with other assets of PSI. At
September 30, 1997 and December 31, 1996, such segregated assets totalled
$15,282,216 and $14,167,179 respectively. Part 30.7 of the CFTC regulations also
requires PSI to secure assets of the Partnership related to foreign futures and
options trading which totalled $3,435,825 and $7,047,560 at September 30, 1997
and December 31, 1996, respectively. There are no segregation requirements for
assets related to forward trading.
 
   As of September 30, 1997 and December 31, 1996, all open forward contracts
mature within three months, and all open futures contracts mature within one
year.
                                       5
<PAGE>
   At September 30, 1997 and December 31, 1996, gross contract amounts of open
futures and forward contracts are:
 
<TABLE>
<CAPTION>
                                           September 30, 1997    December 31, 1996
                                           ------------------    -----------------
<S>                                        <C>                   <C>
Futures Currency Contracts:
  Commitments to purchase                     $  4,214,640          $ 1,109,825
  Commitments to sell                         $  7,184,763          $ 1,480,663
Forward Currency Contracts:
  Commitments to purchase                     $  7,250,261          $20,657,538
  Commitments to sell                         $ 16,169,123          $15,746,034
Financial Futures Contracts:
  Commitments to purchase                     $158,825,572          $73,942,614
  Commitments to sell                         $  5,002,838          $24,695,270
Other Futures Contracts:
  Commitments to purchase                     $  4,628,082          $ 1,028,076
  Commitments to sell                         $  2,441,681          $ 9,895,757
</TABLE>
 
   The gross contract amounts represent the Partnership's potential involvement
in a particular class of financial instrument (if it were to take or make
delivery on an underlying futures or forward contract). The gross contract
amounts significantly exceed the future cash requirements as the Partnership
intends to close out open positions prior to settlement and thus is generally
subject only to the risk of loss arising from the change in the value of the
contracts. As such, the Partnership considers the 'fair value' of its futures
and forward contracts to be the net unrealized gain or loss on the contracts.
Thus, the amount at risk associated with counterparty nonperformance of all
contracts is the net unrealized gain included in the statements of financial
condition. The market risk associated with the Partnership's commitments to
purchase commodities is limited to the gross contract amounts involved, while
the market risk associated with its commitments to sell is unlimited since the
Partnership's potential involvement is to make delivery of an underlying
commodity at the contract price; therefore, it must repurchase the contract at
prevailing market prices.
 
   At September 30, 1997 and December 31, 1996, the fair values of open futures
and forward contracts were:
 
<TABLE>
<CAPTION>
                                           September 30, 1997            December 31, 1996
                                       --------------------------     ------------------------
                                               Fair Value                    Fair Value
                                       --------------------------     ------------------------
                                         Assets       Liabilities      Assets      Liabilities
                                       ----------     -----------     --------     -----------
<S>                                    <C>            <C>             <C>          <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $   82,001      $   34,875     $  9,450      $   46,687
     Currencies                            91,860          57,613       57,048           1,538
     Other                                229,485         114,119      286,710          14,936
  Foreign exchanges
     Financial                          1,014,345           2,502      219,373         184,813
     Other                                 --              12,095        4,236         --
Forward Contracts:
     Currencies                            82,223         103,458      420,042         233,492
                                       ----------     -----------     --------     -----------
                                       $1,499,914      $  324,662     $996,859      $  481,466
                                       ----------     -----------     --------     -----------
                                       ----------     -----------     --------     -----------
</TABLE>
                                       6
<PAGE>
   The following table presents the average fair value of futures and forward
contracts during the nine months ended September 30, 1997 and 1996,
respectively.
 
<TABLE>
<CAPTION>
                                           Nine months ended              Nine months ended
                                           September 30, 1997             September 30, 1996
                                       --------------------------     --------------------------
                                           Average Fair Value             Average Fair Value
                                       --------------------------     --------------------------
                                         Assets       Liabilities       Assets       Liabilities
                                       ----------     -----------     ----------     -----------
<S>                                    <C>            <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $  156,350      $   17,608     $  263,912      $   58,175
     Currencies                            91,729          18,010         48,253           4,437
     Other                                273,732          47,647        219,340          54,824
  Foreign exchanges
     Financial                            478,159          89,059        574,394          55,438
     Other                                  4,747           2,195          8,437           3,968
Forward Contracts:
     Currencies                           428,646         438,809        683,817         413,749
                                       ----------     -----------     ----------     -----------
                                       $1,433,363      $  613,328     $1,798,153      $  590,591
                                       ----------     -----------     ----------     -----------
                                       ----------     -----------     ----------     -----------
</TABLE>
 
   The following table presents the average fair value of futures and forward
contracts during the three months ended September 30, 1997 and 1996,
respectively.
 
<TABLE>
<CAPTION>
                                           Three months ended             Three months ended
                                           September 30, 1997             September 30, 1996
                                       --------------------------     --------------------------
                                           Average Fair Value             Average Fair Value
                                       --------------------------     --------------------------
                                         Assets       Liabilities       Assets       Liabilities
                                       ----------     -----------     ----------     -----------
<S>                                    <C>            <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $  331,403      $   12,219     $   16,527      $  129,180
     Currencies                           153,447          28,188         39,639           5,550
     Other                                299,303          87,942        324,018          34,861
  Foreign exchanges
     Financial                            825,113          29,189      1,119,437          31,462
     Other                                  5,966           4,459          9,756             588
Forward Contracts:
     Currencies                           323,960         430,515        318,205         231,807
                                       ----------     -----------     ----------     -----------
                                       $1,939,192      $  592,512     $1,827,582      $  433,448
                                       ----------     -----------     ----------     -----------
                                       ----------     -----------     ----------     -----------
</TABLE>
                                       7
<PAGE>
   The following table presents the net realized gains (losses) and the change
in net unrealized gains/losses of futures and forward contracts during the nine
months ended September 30, 1997 and 1996, respectively.
 
<TABLE>
<CAPTION>
                               Nine months ended September 30, 1997             Nine months ended September 30, 1996
                           --------------------------------------------     ---------------------------------------------
                                             Change in                                        Change in
                           Net Realized         Net                         Net Realized         Net
                              Gains          Unrealized                        Gains          Unrealized
                             (Losses)       Gains/Losses       Total          (Losses)       Gains/Losses        Total
                           ------------     ------------     ----------     ------------     ------------     -----------
<S>                        <C>              <C>              <C>            <C>              <C>              <C>
Futures Contracts:
  Domestic exchanges
     Financial              $  (65,018)      $   84,363      $   19,345      $  497,906       $ (515,057)     $   (17,151)
     Currencies                (77,965)         (21,263)        (99,228)         86,623           64,765          151,388
     Other                     345,005         (156,408)        188,597         138,463          197,564          336,027
  Foreign exchanges
     Financial                 741,527          977,283       1,718,810        (232,024)         977,904          745,880
     Other                     (23,453)         (16,331)        (39,784)         (3,005)           5,334            2,329
Forward Contracts:
     Currencies               (134,628)        (207,785)       (342,413)         41,650          316,028          357,678
                           ------------     ------------     ----------     ------------     ------------     -----------
                            $  785,468       $  659,859      $1,445,327      $  529,613       $1,046,538      $ 1,576,151
                           ------------     ------------     ----------     ------------     ------------     -----------
                           ------------     ------------     ----------     ------------     ------------     -----------
</TABLE>
 
   The following table presents the net realized gains (losses) and the change
in net unrealized gains/losses of futures and forward contracts during the three
months ended September 30, 1997 and 1996, respectively.
 
<TABLE>
<CAPTION>
                              Three months ended September 30, 1997             Three months ended September 30, 1996
                           --------------------------------------------     ---------------------------------------------
                                             Change in                                        Change in
                           Net Realized         Net                         Net Realized         Net
                              Gains          Unrealized                        Gains          Unrealized
                             (Losses)       Gains/Losses       Total          (Losses)       Gains/Losses        Total
                           ------------     ------------     ----------     ------------     ------------     -----------
<S>                        <C>              <C>              <C>            <C>              <C>              <C>
Futures Contracts:
  Domestic exchanges
     Financial              $  352,363       $ (178,874)     $  173,489      $ (618,782)      $  (49,937)     $  (668,719)
     Currencies                (63,401)         (74,713)       (138,114)        (54,802)          27,017          (27,785)
     Other                     206,856         (204,444)          2,412         192,186           65,513          257,699
  Foreign exchanges
     Financial                 975,650          808,778       1,784,428         529,709        1,312,838        1,842,547
     Other                     (35,124)         (22,449)        (57,573)          4,550            2,437            6,987
Forward Contracts:
     Currencies               (178,396)         229,675          51,279        (645,207)        (125,302)        (770,509)
                           ------------     ------------     ----------     ------------     ------------     -----------
                            $1,257,948       $  557,973      $1,815,921      $ (592,346)      $1,232,566      $   640,220
                           ------------     ------------     ----------     ------------     ------------     -----------
                           ------------     ------------     ----------     ------------     ------------     -----------
</TABLE>
                                       8
<PAGE>
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
 
Liquidity and Capital Resources
 
   The Partnership commenced operations on October 19, 1988 with gross proceeds
of $30,107,800. After accounting for organizational and offering expenses, the
Partnership's net proceeds were $29,387,470.
 
   At September 30, 1997, 100% of the Partnership's total net assets were
allocated to commodities trading (the 'Net Asset Value'). A significant portion
of the Net Asset Value was held in U.S. Treasury bills (which represented
approximately 81% of the Net Asset Value at prior to redemptions payable) and
cash, which are used as margin for the Partnership's trading in commodities.
Inasmuch as the sole business of the Partnership is to trade in commodities, the
Partnership continues to own such liquid assets to be used as margin.
 
   The percentage that U.S. Treasury bills bears to the net assets varies each
day, and from month to month, as the market values of commodity interests
change. The balance of the net assets is held in cash. All interest earned on
the Partnership's interest-bearing funds is paid to the Partnership.
 
   The commodities contracts are subject to periods of illiquidity because of
market conditions, regulatory considerations and other reasons. For example,
commodity exchanges limit fluctuations in certain commodity futures contract
prices during a single day by regulations referred to as 'daily limits.' During
a single day, no trades may be executed at prices beyond the daily limit. Once
the price of a futures contract for a particular commodity has increased or
decreased by an amount equal to the daily limit, positions in the commodity can
neither be taken nor liquidated unless traders are willing to effect trades at
or within the limit. Commodity futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such market
conditions could prevent the Partnership from promptly liquidating its commodity
futures positions.
 
   Since the Partnership's business is to trade futures, forward and options
contracts, its capital is at risk due to changes in the value of these contracts
(market risk) or the inability of counterparties to perform under the terms of
the contracts (credit risk). The General Partner attempts to minimize these
risks by requiring the Partnership's trading manager to abide by various trading
limitations and policies. See Note C to the financial statements for a further
discussion on the credit and market risks associated with the Partnership's
futures, forward and options contracts.
 
   Redemptions recorded for the nine and three months ended September 30, 1997
were $1,369,181 and $309,197 for the limited partners and $13,885 and $3,285 for
the General Partner, respectively. Redemptions by limited partners and the
General Partner from commencement of operations (October 19, 1988) through
September 30, 1997 totalled $41,213,150 and $1,021,373, respectively. Future
redemptions will impact the amount of funds available for investment in
commodity contracts in subsequent periods.
 
   The Partnership does not have, nor does it expect to have, any capital
assets.
 
   All trading decisions for the Partnership are made by John W. Henry &
Company, Inc. (the 'Trading Manager'). As of April 1, 1997, the General Partner
reallocated assets previously traded pursuant to the Trading Manager's Global
Diversified and International Foreign Exchange Portfolios to its World Financial
Perspective Portfolio, increasing the percentage of the Partnership's assets
allocated to that Portfolio by 10%. Additionally, the General Partner
reallocated $2 million previously traded pursuant to the Trading Manager's
Financial and Metals Portfolio to its Original Investment Portfolio, also
increasing the percentage of the Partnership's assets allocated to that
Portfolio by 10%.
 
Results of Operations
 
   The Net Asset Value per Unit as of September 30, 1997 was $410.62, an
increase of 0.77% from the December 31, 1996 Net Asset Value per Unit of
$407.47.
 
   July's positive performance resulted from gains in the financial, metal and
currency sectors. Losses were experienced in the index, soft, grain and energy
sectors. Following the Federal Reserve Chairman's generally upbeat congressional
testimony on the state of the U.S. economy, investor sentiment soared, sending
U.S. bond prices higher and the yield on the benchmark 30-year U.S. Treasury
bond down to levels not seen
                                       9
<PAGE>
in 18 months. Positions in U.S. Treasuries, Australian 10-year bonds and
Eurodollar bonds resulted in strong gains as did positions in Japanese
government bonds. In the metal sector, as the Australian central bank sold
approximately 60% of their gold reserves, prices tumbled profiting the
Partnership's short gold and silver positions. In the currency sector, strong
gains were seen in Deutsche mark and Swiss franc positions as the U.S. dollar
soared in response to investors exchanging their marks and francs for U.S.
dollars. Positions in the Japanese yen and British pound were unprofitable. In
the index sector, losses were seen in the Nikkei Dow and the Australian index.
Unprofitable positions were also experienced in the soft sector as shifting
inventory expectations and fickle weather patterns altered investor sentiment,
specifically in cotton, cocoa and coffee.
 
   August's negative performance resulted from losses in the currency,
financial, energy and grain sectors. Gains were experienced in the index, soft
and metal sectors. The currency markets proved to be a major detractor to the
Partnership's overall performance. The Deutsche mark's weakness over the past
few months contributed to some decent gains, but its strength in August against
several currencies, including the U.S. dollar, Japanese yen and British pound
contributed to the Partnership's negative performance. The Swiss franc also
added to the Partnership's losses as it rose against the U.S. dollar. In the
financial sector, the month began with sharp sell-offs in the U.S. and German
bond markets driven by fears of inflation and higher interest rates.
Reverberations were also felt across the European financial markets. This
turnaround in the bull bond market resulted in losses in U.S., German and French
bond positions. In the energy sector, positions were unprofitable as light crude
oil and heating oil prices fell due, in part, to downward pressures related to
the recent return of Iraqi oil to world markets. Losses were somewhat offset by
gains in world stock indices. As the Japanese Nikkei continued to decline, the
Partnership capitalized on its short positions. Positions in cotton, coffee,
gold and copper were profitable as well.
 
   September's positive performance resulted from gains in the financial and
metal sectors. Losses were experienced in the currency, soft, energy, index and
grain sectors. In the financial sector, the main factor in September was the
drop in U.S. long-term interest rates from 6.75% to 6.40%. This fall in U.S.
interest rates impacted bond prices around the world, contributing profits to
the Partnership. Anticipation of an increase in demand for silver drove prices
up approximately 11%. As a result, the Partnership was able to capture profits
in these positions. Copper positions were profitable as well. Currency sector
positions dampened September performance for the Partnership as the U.S. dollar
lost ground versus other currencies including the Deutsche mark, Swiss franc and
British pound. In the soft sector, significant price moves resulted in losses
for the Partnership. Coffee declined, plunging 9.3% in a single day, on
expectations of new supplies from Brazil and the transfer of European coffee
beans to the U.S. market. Sugar prices also dropped amid projections for large
Brazilian exports following the elimination of the sugar export tax. Positions
in cocoa were unprofitable as well. In the energy sector, the Partnership's
positions incurred losses as the price of crude oil fell in response to the
buildup of inventories from summer lows.
 
   Interest income is earned on U.S. Treasury bills. Funds available for
investment in U.S. Treasury bills varies monthly according to trading
performances and redemptions. Interest income from U.S. Treasury bills increased
approximately $36,000 and $27,000 for the nine and three months ended September
30, 1997 as compared to the corresponding periods in 1996 primarily due to
larger investments in U.S. Treasury bills in 1997 as a result of strong trading
performance during the fourth quarter of 1996 and third quarter of 1997, offset,
in part, by redemptions.
 
   Commissions are calculated on the Partnership's Net Asset Value on the first
day of each month and, therefore, vary monthly according to trading performance
and redemptions. Accordingly, they must be compared to the fluctuations in the
monthly Net Asset Values. Commissions increased by approximately $78,000 and
$34,000 for the nine and three months ended September 30, 1997 as compared to
the corresponding periods in 1996 primarily due to higher 1997 monthly Net Asset
Values as a result of strong trading performance during the fourth quarter of
1996 and third quarter 1997, offset, in part, by redemptions.
 
   Management fees are calculated on the Partnership's Net Asset Value at the
end of each month and, therefore, are affected by trading performance and
redemptions. Management fees increased by approximately $34,000 and $19,000 for
the nine and three months ended September 30, 1997 as compared to the
corresponding periods in 1996 due to the same reasons commissions increased as
discussed above.
 
   Incentive fees are based on the New High Net Trading Profits as defined in
the Advisory Agreement, as amended, between the Partnership, the General Partner
and the Trading Manager. No incentive fees were earned during the nine and three
months ended September 30, 1997 and 1996.
 
                                       10
<PAGE>
   General and administrative expenses include audit, tax and legal fees as well
as printing and postage costs. General and administrative expenses for the nine
months ended September 30, 1997 increased by approximately $6,000 but decreased
by approximately $13,000 for the three months ended September 30, 1997 as
compared to the corresponding periods in 1996.
 
                                       11
<PAGE>
                           PART II. OTHER INFORMATION
 
   Item 1. Legal Proceedings--There are no material legal proceedings pending by
           or against the Registrant or the General Partner.
 
   Item 2. Changes in Securities--None
 
   Item 3. Defaults Upon Senior Securities--None
 
   Item 4. Submission of Matters to a Vote of Security Holders--None
 
   Item 5. Other Information--None
 
   Item 6. (a) Exhibits
 
              4.1     Agreement of Limited Partnership of the Registrant, 
                      dated as of May 25, 1988 as amended and restated 
                      as of July 12, 1988 (incorporated by reference to
                      Exhibit 3.1 and 4.1 of Registrant's Annual Report 
                      on Form 10-K for the period ended December 31, 1988)
 
               4.2     Subscription Agreement (incorporated by reference 
                       to Exhibit 4.2 to the Registrant's Registration 
                       Statement on Form S-1, File No. 33-22100)
 
               4.3     Request for Redemption (incorporated by reference 
                       to Exhibit 4.3 to the Registrant's Registration 
                       Statement on Form S-1, File No. 33-22100)
 
              27.1     Financial Data Schedule (filed herewith)
 
           (b) Reports on Form 8-K--None
 
                                       12
<PAGE>
                                   SIGNATURES
 
   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
 
By: Seaport Futures Management, Inc.
    A Delaware corporation, General Partner
 
     By: /s/ Steven Carlino                       Date: November 14, 1997
     ----------------------------------------
     Steven Carlino
     Vice President
     Chief Accounting Officer for the Registrant
 
                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE>           5
<LEGEND>
                    The Schedule contains summary financial information
                    extracted from the financial statements for
                    Prudential-Bache Diversified Futures Fund L.P.
                    and is qualified in its entirety by reference
                    to such financial statements
</LEGEND>
<RESTATED>          

<CIK>               0000833225
<NAME>              Prudential-Bache Diversified Futures Fund L.P.
<MULTIPLIER>        1

<FISCAL-YEAR-END>               Dec-31-1997

<PERIOD-START>                  Jan-1-1997

<PERIOD-END>                    Sep-30-1997

<PERIOD-TYPE>                   9-MOS

<CASH>                          2,388,463

<SECURITIES>                    16,308,343

<RECEIVABLES>                   0

<ALLOWANCES>                    0

<INVENTORY>                     0

<CURRENT-ASSETS>                18,696,806

<PP&E>                          0

<DEPRECIATION>                  0

<TOTAL-ASSETS>                  18,696,806

<CURRENT-LIABILITIES>           430,364

<BONDS>                         0

           0

                     0

<COMMON>                        0

<OTHER-SE>                      18,266,442

<TOTAL-LIABILITY-AND-EQUITY>    18,696,806

<SALES>                         0

<TOTAL-REVENUES>                2,007,248

<CGS>                           0

<TOTAL-COSTS>                   0

<OTHER-EXPENSES>                1,904,829

<LOSS-PROVISION>                0

<INTEREST-EXPENSE>              0

<INCOME-PRETAX>                 0

<INCOME-TAX>                    0

<INCOME-CONTINUING>             0

<DISCONTINUED>                  0

<EXTRAORDINARY>                 0

<CHANGES>                       0

<NET-INCOME>                    102,419

<EPS-PRIMARY>                   2.19

<EPS-DILUTED>                   0

</TABLE>


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