UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended September 30, 1995 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______________to______________
Commission File No. 33-26076
Dean Witter Principal Guaranteed Fund III L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3516594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Demeter Management Corp.
Two World Trade Center, New York, NY 62 Fl. 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 392-5454
(Former name, former address, and former fiscal year, if changed
since last report)
Indicate by check mark 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 X No
<PAGE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 1995
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Statements of Financial Condition
September 30, 1995 (Unaudited) and December 31, 1994....... 2
Statements of Operations for the Quarters Ended
September 30, 1995 and 1994 (Unaudited).................... 3
Statements of Operations for the Nine Months Ended
September 30, 1995 and 1994 (Unaudited).................... 4
Statements of Changes in Partners' Capital for the
Nine Months Ended September 30, 1995 and 1994
(Unaudited)................................................ 5
Statements of Cash Flows for the Nine Months Ended
September 30, 1995 and 1994 (Unaudited).....................6
Notes to Financial Statements............................ 7-9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations.................................10-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................. 12
/TABLE
<PAGE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited)
ASSETS
<S> <C> <C>
Cash $ 6,946,627 $ 104,220
Guarantee payment receivable 75,810 -
Investment in Zero-Coupon U.S. Treasury Securities - 7,381,904
Interest receivable (DWR) - 56
Total Assets $ 7,022,437 $ 7,486,180
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable $ 7,022,437 $ 322,434
Accrued letter of credit fee - 22,576
Total Liabilities 7,022,437 345,010
Partners' Capital
Limited Partners (0 and
7,313.550 Units, respectively) - 6,951,082
General Partner (0 and 200 Units, respectively) - 190,088
Total Partners' Capital - 7,141,170
Total Liabilities and Partners' Capital $ 7,022,437 $ 7,486,180
NET ASSET VALUE PER UNIT $ - $ 950.44
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Quarters Ended September 30,
1995 1994
<S> <C> <C>
REVENUES
Profits (Losses) on U.S. Treasury
Obligation Zero-Coupon Bonds:
Realized $ - $ 57,350
Change in Unrealized 44,144 31,375
Interest Income 49,099 131
Total Revenues 93,243 88,856
EXPENSES
Letter of credit fees 20,189 24,380
Total Expenses 20,189 24,380
NET INCOME $ 73,054 $ 64,476
Limited Partners 68,814 62,955
General Partner 4,240 1,521
$ 73,054 $ 64,476
NET INCOME PER UNIT
Limited Partners $ 21.20 $ 7.60
General Partner $ 21.20 $ 7.60
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Nine Months Ended September 30,
1995 1994
<S> <C> <C>
REVENUES
Profits (Losses) on U.S. Treasury
Obligation Zero-Coupon Bonds:
Realized $ 90,739 $ 147,100
Change in Unrealized 204,609 (27,933)
Interest Income 49,232 335
Total Revenues 344,580 119,502
EXPENSES
Letter of credit fees 61,893 75,703
Total Expenses 61,893 75,703
NET INCOME $ 282,687 $ 43,799
Limited Partners 274,934 42,716
General Partner 7,753 1,083
$ 282,687 $ 43,799
NET INCOME PER UNIT
Limited Partners $ 49.56 $ 5.42
General Partners $ 49.56 $ 5.42
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
<CAPTION>
Units of
Partnership Limited General
Interest Partners Partner Total
<S> <C> <C> <C> <C>
Partners' Capital
December 31, 1993 9,262.204 $ 8,520,861 $ 188,053 $ 8,708,914
Net Income - 42,716 1,083 43,799
Redemptions (1,409.407) (1,326,481) - (1,326,481)
Partners' Capital
September 30, 1994 7,852.797 $ 7,237,096 $ 189,136 $ 7,426,232
Partners' Capital
December 31, 1994 7,513.550 $ 6,951,082 $ 190,088 $ 7,141,170
Net Income - 274,934 7,753 282,687
Guarantee payments - 73,651 2,159 75,810
Redemptions (7,513.550) (7,299,667) (200,000) (7,499,667)
Partners' Capital
September 30, 1995 0 $ 0 $ 0 $ 0
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
For the Nine Months Ended September 30,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 282,687 $ 43,799
(Increase) decrease in operating assets:
Investment in Zero-coupon U.S.
Treasury Securities 7,381,904 1,104,685
Interest receivable (DWR) 56 14
Guarantee payment receivable (75,810) -
Decrease in operating liabilities:
Accrued letter of credit fee (22,576) (3,353)
Net cash provided by operating activities 7,566,261 1,145,145
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in redemptions payable 6,700,003 231,791
Guarantee payments 75,810 -
Redemptions of units (7,499,667) (1,326,481)
Net cash used for financing activities (723,854) (1,094,690)
Net increase in cash 6,842,407 50,455
Balance at beginning of period 104,220 51,067
Balance at end of period $ 6,946,627 $ 101,522
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The financial statements include, in the opinion of management, all
adjustments necessary for a fair presentation of the results of
operations and financial condition. The financial statements and
condensed notes herein should be read in conjunction with the
Partnership's December 31, 1994 Annual Report on Form 10-K.
1. Organization
Dean Witter Principal Guaranteed Fund III L.P. (the "Partnership")
is a limited partnership originally organized to engage in the
speculative trading of commodity futures contracts and other
commodity interests, including, but not limited to forward
contracts on foreign currencies and options on futures contracts
and physical commodities. The General Partner for the Partnership
is Demeter Management Corporation (the "General Partner"). The
commodity broker is Dean Witter Reynolds Inc. ("DWR").
The General Partner was required to maintain a 1% minimum interest
in the equity of the Partnership and income (losses) were shared by
the General and Limited Partners based upon their proportional
ownership interests.
Man Guarantee Corporation, an affiliate of Mint Investment
Management Company ("Mint"), the Partnership's trading manager,
guaranteed that each Investor would receive at least $1,000 for
<PAGE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
each Unit redeemed if the Investor held the Unit until September
30, 1995 (the "Guaranteed Redemption Date"). Barclays Bank PLC,
New York Branch ("Barclays"), issued a letter of credit (the
"Letter of Credit") to ensure payment of the full amount of the
guarantee. In order to protect its rights under the Letter of
Credit Agreement, Barclays instructed the Partnership to terminate
commodities trading on April 14, 1992. At this time all positions
were liquidated, and a majority of the assets remaining after a
special redemption on May 14, 1992 were used to purchase U.S.
Treasury obligation zero-coupon bonds that matured on August 15,
1995, one month prior to the Fund's Guaranteed Redemption Date of
September 30, 1995. As of September 30, 1995, the Partnership
received the $75,810 guarantee payment necessary to bring the net
asset value per unit to $1,000, all units were redeemed and the
Partnership was terminated.
2. Summary of Significant Accounting Policies
Net Income (Loss) per Unit - Net income (loss) per unit was
computed using the weighted average number of units outstanding
during the period.
3. Revenue Recognition
Interest was credited on 100% of the average daily Net Assets,
deposited at DWR, at a rate equal to the average yield on 13-week
U.S. Treasury Bills issued during such period. Cash on deposit at
<PAGE>
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
Barlcays Bank earned interest at current short term rates in those
periods in which Barclay's minimum deposit requirements are met.
Realized gains and losses were recorded when bonds were sold to
fund redemptions.
4. Related Party Transactions
Both the General Partner and DWR are wholly owned subsidiaries of
Dean Witter, Discover & Co. A portion of the Partnership's cash
was on deposit with DWR in customer accounts. DWR paid interest on
these funds as described in Note. 2.
<PAGE>
Item 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
For the Quarter and Nine Months Ended September 30, 1995
For the quarter ended September 30, 1995, the Partnership's total
revenues including interest income were $93,243. During the third
quarter, the Partnership posted small net gains as a result of the
increase in market value of the bonds held in the Fund. Letter of
credit fees for the quarter were $20,189, resulting in net income
of $73,054.
For the nine months ended September 30, 1995, the Partnership's
total revenues, including interest income were $344,580. During
the first nine months, the Partnership posted net gains as a result
of the increase in market value of the bonds held in the Partner-
ship. Total letter of credit fees for the period were $61,893,
resulting in net income of $282,687.
For the Quarter and Nine Months Ended September 30, 1994
For the quarter ended September 30, 1994, the Partnership's total
revenues, including gain on Zero-Coupon Bonds, and interest income
was $88,856. During the third quarter, the Partnership posted
small net gains as a result of the increase in market value of the
bonds held in the Fund. Total expenses for the quarter were
$24,380, resulting in net income of $64,476. The value of an
individual Unit in the Partnership increased from $938.08 at June
30, 1994 to $945.68 at September 30, 1994.
For the nine months ended September 30, 1994, the Partnership's
total revenues, including gain on Zero-Coupon Bonds and interest
income was $119,502. During the first nine months, the Partnership
posted small net gains as a result of the increase in market value
of the bonds held in the Fund. Total expenses for the period were
$75,703, resulting in a net income of $43,799. The value of an
individual Unit in the Partnership increased from $940.26 at
December 31, 1993 to $945.68 at September 30, 1994.
Termination
As of September 30, 1995, the Partnership received the guarantee
payment necessary to bring the net asset value per unit to $1,000,
all units were redeemed and the Partnership was terminated.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
A) Exhibits - None.
B) Reports on Form 8-K.
<PAGE>
SIGNATURE
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.
Dean Witter Principal Guaranteed
Fund III L.P. (Registrant)
By: Demeter Management Corporation
(General Partner)
November 13, 1995 By:/s/ Patti L. Behnke
Patti L. Behnke
Chief Financial Officer
The General Partner which signed the above is the only party
authorized to act for the Registrant. The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>The schedule contains summary financial information
extracted from Dean Witter Principal Guaranteed Fund III L.P. and
is qualified in its entirety by references to such financial
instruments.
<CIK> 0000844234
<NAME> Dean Witter Principal Guaranteed Fund III L.P.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<CASH> 6,946,627
<SECURITIES> 0
<RECEIVABLES> 75,810
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,022,437
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,022,437
<SALES> 0
<TOTAL-REVENUES> 344,580<F1>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 61,893
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 282,687
<INCOME-TAX> 0
<INCOME-CONTINUING> 282,687
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 282,687
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Total revenue includes realized revenue of $90,739, net change in
unrealized of $204,609 and interest income of $49,232.
</FN>
</TABLE>
