PRUDENTIAL BACHE CAPITAL RETURN FUTURES FUND L P
10-Q, 1998-05-14
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 quarterly period ended March 31, 1998
 
/ / 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: 0-18417
 
               PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 
Delaware                                        13-3516796
- --------------------------------------------------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)         
 
One New York Plaza, 13th 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 CAPITAL RETURN FUTURES FUND L.P.
                            (a limited partnership)
                       STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                        March 31,      December 31,
                                                                          1998             1997
<S>                                                                    <C>             <C>
- ---------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash                                                                   $ 3,604,082     $ 3,259,537
U.S. Treasury bills, at amortized cost                                  11,979,558      13,007,441
Net unrealized gain on open commodity positions                            462,431       1,177,521
                                                                       -----------     ------------
Total assets                                                           $16,046,071     $17,444,499
                                                                       -----------     ------------
                                                                       -----------     ------------
 
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable                                                    $   946,458     $   291,915
Management fees payable                                                     53,196          57,913
Accrued expenses                                                            49,406          52,908
Due to affiliates                                                           37,850          17,580
Incentive fee payable                                                           --          12,998
                                                                       -----------     ------------
Total liabilities                                                        1,086,910         433,314
                                                                       -----------     ------------
Commitments
 
Partners' capital
Limited partners (107,103 and 113,880 units outstanding)                14,809,412      16,840,972
General partner (1,083 and 1,151 units outstanding)                        149,749         170,213
                                                                       -----------     ------------
Total partners' capital                                                 14,959,161      17,011,185
                                                                       -----------     ------------
Total liabilities and partners' capital                                $16,046,071     $17,444,499
                                                                       -----------     ------------
                                                                       -----------     ------------
Net asset value per limited and general partnership unit ('Units')     $    138.27     $    147.88
                                                                       -----------     ------------
                                                                       -----------     ------------
- ---------------------------------------------------------------------------------------------------
         The accompanying notes are an integral part of these statements.
</TABLE>
                                       2
<PAGE>
               PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P.
                            (a limited partnership)
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                             Three months ended
                                                                                 March 31,
                                                                         --------------------------
                                                                            1998            1997
<S>                                                                      <C>             <C>
- ---------------------------------------------------------------------------------------------------
REVENUES
Net realized gain (loss)                                                 $   (25,194)    $1,294,990
Change in net unrealized gain                                               (715,090)      (702,758)
Interest from U.S. Treasury bills                                            167,740        175,214
                                                                         -----------     ----------
                                                                            (572,544)       767,446
                                                                         -----------     ----------
EXPENSES
Commissions                                                                  330,047        363,494
Management fees                                                              161,878        182,957
General and administrative                                                    41,097         41,149
                                                                         -----------     ----------
                                                                             533,022        587,600
                                                                         -----------     ----------
Net income (loss)                                                        $(1,105,566)    $  179,846
                                                                         -----------     ----------
                                                                         -----------     ----------
ALLOCATION OF NET INCOME (LOSS)
Limited partners                                                         $(1,094,504)    $  178,046
                                                                         -----------     ----------
                                                                         -----------     ----------
General partner                                                          $   (11,062)    $    1,800
                                                                         -----------     ----------
                                                                         -----------     ----------
NET INCOME (LOSS) PER WEIGHTED AVERAGE
LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average
  limited and general partnership unit                                   $     (9.61)    $     1.38
                                                                         -----------     ----------
                                                                         -----------     ----------
Weighted average number of
  limited and general partnership units outstanding                          115,031        130,609
                                                                         -----------     ----------
                                                                         -----------     ----------
- ---------------------------------------------------------------------------------------------------
</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, 1997            115,031     $16,840,972     $170,213     $17,011,185
Net loss                                                     (1,094,504)     (11,062)     (1,105,566)
Redemptions                                      (6,845)       (937,056)      (9,402)       (946,458)
                                               --------     -----------     --------     -----------
Partners' capital--March 31, 1998               108,186     $14,809,412     $149,749     $14,959,161
                                               --------     -----------     --------     -----------
                                               --------     -----------     --------     -----------
- ----------------------------------------------------------------------------------------------------
           The accompanying notes are an integral part of these statements.
</TABLE>
                                       3
<PAGE>
               PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P.
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  (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 Capital Return Futures Fund L.P. (the
'Partnership') as of March 31, 1998 and the results of its operations for the
three months ended March 31, 1998 and 1997. However, the operating results for
the interim periods may not be indicative of the results expected for a 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 as filed with the Securities and
Exchange Commission for the year ended December 31, 1997.
 
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.
 
   The costs incurred for these services for the three months ended March 31,
1998 and 1997 were:
 
<TABLE>
<CAPTION>
                                                                       1998        1997
          <S>                                                        <C>         <C>
          -------------------------------------------------------------------------------
          Commissions                                                $330,047    $363,494
          General and administrative                                   22,950      23,021
                                                                     --------    --------
                                                                     $352,997    $386,515
                                                                     --------    --------
                                                                     --------    --------
</TABLE>
 
   The Partnership maintains its trading and cash accounts at Prudential
Securities Incorporated ('PSI'), the Partnership's commodity broker and an
affiliate of the General Partner. Except for the portion of assets that is
deposited as margin to maintain forward currency contract positions as further
discussed below, the Partnership's assets are maintained either with PSI or, for
margin purposes, with the various exchanges on which the Partnership is
permitted to trade.
 
   The Partnership, acting through its trading manager, executes
over-the-counter, spot, forward and/or option foreign exchange transactions with
PSI. PSI then engages in back-to-back trading with an affiliate,
Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on
such transactions. PBGM keeps its prices on foreign currency competitive with
other interbank currency trading desks. All over-the-counter currency
transactions are conducted between PSI and the Partnership pursuant to a line of
credit. PSI may require that collateral be posted against the marked-to-market
positions of the Partnership.
 
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.
                                       4

<PAGE>
   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
March 31, 1998 and December 31, 1997, such segregated assets totalled $8,085,728
and $9,141,872, 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 $7,449,433 and $7,946,743 at March 31, 1998 and December
31, 1997, respectively. There are no segregation requirements for assets related
to forward trading.
 
   As of March 31, 1998, the Partnership's open forward contracts mature within
three months and open futures contracts mature within one year.
 
   At March 31, 1998 and December 31, 1997, gross contract amounts of open
futures and forward contracts are:
 
<TABLE>
<CAPTION>
                                        1998                 1997
                                     -----------         ------------
<S>                                  <C>                 <C>
Forward Currency Contracts:
  Commitments to purchase            $13,884,328         $ 8,299,224
  Commitments to sell                 21,465,802          21,741,261
Financial Futures Contracts:
  Commitments to purchase             50,781,764          64,953,831
  Commitments to sell                 92,295,880          28,551,074
Other Futures Contracts:
  Commitments to purchase              1,826,925           3,287,779
  Commitments to sell                  4,217,530           7,476,710
</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.
 
                                       5
<PAGE>
      At March 31, 1998 and December 31, 1997, the fair value of open futures
and forward contracts were:
 
<TABLE>
<CAPTION>
                                                 1998                          1997
                                       ------------------------     --------------------------
                                        Assets      Liabilities       Assets       Liabilities
                                       --------     -----------     ----------     -----------
<S>                                    <C>          <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $ 10,125      $   56,219     $   80,344      $       --
     Other                              110,445          92,280        611,279          68,124
  Foreign exchanges
     Financial                           52,583          74,728        250,118          66,494
     Other                               12,575          10,980         16,249           1,735
Forward Contracts:
     Currencies                         522,040          11,130        622,474         266,590
                                       --------     -----------     ----------     -----------
                                       $707,768      $  245,337     $1,580,464      $  402,943
                                       --------     -----------     ----------     -----------
                                       --------     -----------     ----------     -----------
</TABLE>
 
   The following table presents the average fair value of futures and forward
contracts during the three months ended March 31, 1998 and 1997, respectively.
 
<TABLE>
<CAPTION>
                                                  1998                           1997
                                       --------------------------     --------------------------
                                         Assets       Liabilities       Assets       Liabilities
                                       ----------     -----------     ----------     -----------
<S>                                    <C>            <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $   98,410      $   14,055     $   21,778      $    6,658
     Currencies                                --              --         73,877           8,835
     Other                                316,654          69,025         71,514           3,765
  Foreign exchanges
     Financial                            270,487          65,498        123,598          48,846
     Other                                 19,106           6,624             --              --
Forward Contracts:
     Currencies                           478,610         437,927        772,282         302,042
                                       ----------     -----------     ----------     -----------
                                       $1,183,267      $  593,129     $1,063,049      $  370,146
                                       ----------     -----------     ----------     -----------
                                       ----------     -----------     ----------     -----------
</TABLE>
 
   The following table presents the Partnership's trading revenues for the three
months ended March 31, 1998 and 1997.
 
<TABLE>
<CAPTION>
                                          1998                   1997
                                       ----------             -----------
<S>                                    <C>                    <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $  (75,954)             $  (24,075)
     Currencies                                --                  57,353
     Other                               (329,100)                (40,524)
  Foreign exchanges
     Financial                            (99,682)                128,371
     Other                                 51,284                      --
Forward Contracts:
     Currencies                          (286,832)                809,360
Foreign Currrencies                            --                (338,253)
                                       ----------             -----------
                                       $ (740,284)             $  592,232
                                       ----------             -----------
                                       ----------             -----------
</TABLE>
                                       6
<PAGE>
               PRUDENTIAL-BACHE CAPITAL RETURN 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 May 12, 1989 with gross proceeds of
$139,151,000. After accounting for organizational and offering costs, the
Partnership's net proceeds were $137,151,000.
 
   As of March 31, 1998, 100% of the Partnership's net assets were allocated to
commodities trading. A significant portion of the net asset value was held in
U.S. Treasury bills (which represented approximately 75% of the net asset value
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 will continue to own
such liquid assets to be used as margin.
 
   The percentage that U.S. Treasury bills bears to the net asset value varies
each day, and from month to month, as the market value of commodity interests
change. 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 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 by limited partners and the general partner recorded for the
three months ended March 31, 1998 were $937,056 and $9,402, respectively, and
from commencement of operations, May 12, 1989, through March 31, 1998 totalled
$141,269,924 and $1,608,150, 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.
 
Results of Operations
 
   The net asset value per Unit as of March 31, 1998 was $138.27, a decrease of
6.50% from the December 31, 1997 net asset value per Unit of $147.88.
 
   January's negative performance resulted from losses in the currency, index,
metal and grain sectors. Positions in the financial, energy and soft sectors
were profitable. In the currency sector, investor optimism over efforts to
revive ailing Asian economies boosted the Japanese yen against the U.S. dollar,
resulting in losses for the Partnership. Positions in the British pound were
unprofitable as the pound sank lower against other major currencies as a result
of the Bank of England's decision to leave a key interest rate unchanged.
Positions in the Australian dollar, French franc and Canadian dollar also
incurred losses. Index sector positions were unprofitable as Asian investor
optimism supported the Nikkei, causing losses for the Partnership's short
positions. Positions in the Australian All Ordinaries Index experienced 
losses as well. In the metal sector, the price of gold rose as 
fears of social unrest in Southeast Asia and hyperinflation in 
Indonesia contributed to buying, resulting in losses for the 
Partnership. Finally, grain sector positions in corn and soybean oil 
incurred losses. On the positive side, the Partnership's financial
sector positions gained as European bond markets benefited from reduced
inflation concerns. More specifically, positions in German, French, British,
Eurodollar and Italian bonds profited. Additionally, positions in U.S.
Treasuries profited as
 
                                       7
<PAGE>
some yields reached all-time lows. Positions in the energy sector profited as
increasing tensions in the Middle East pushed prices up, despite ample inventory
levels. In the soft sector, the Partnership's long coffee positions gained as
prices surged amid tight U.S. stockpiles.
 
   February's negative performance resulted from losses in the currency and
financial sectors. Positions in the energy, metal, soft, grain and index sectors
were profitable. Currency sector losses were caused, in part, by shifting trends
in Asian markets and generally rangebound trading in other currencies. Although
by month's end investors were again viewing Asian markets with caution, investor
sentiment toward the region had been relatively positive for much of the month.
This was particularly the case in Japan, where the yen benefited from
expectations of a fresh stimulus package from the government resulting in losses
for the Partnership's short positions. German deutsche mark, British pound and
Swiss franc positions were unprofitable as well. In the financial sector, the
Partnership incurred losses as the Japanese government bond showed little signs
of life amid a looming recession and U.S. Treasury markets showed little
movement. Positions in Eurodollar and British Gilt bonds were also unprofitable.
The Partnership profited from short positions in light crude oil in the energy
sector as prices plunged due to a confluence of factors, including a stalemate
over production cuts by OPEC members. Positions in the metal sector also helped
offset Partnership losses. In particular, the Partnership's long silver
positions experienced gains as a major purchaser caused prices to soar to a
9 1/2-year high before succumbing to some profit taking at month-end.
 
   March's negative performance resulted from losses in the metal, soft,
financial, grain and index sectors. Positions in the currency and energy sectors
were profitable. In the metal sector, silver incurred significant losses as
prices fell early in the month, only to rebound considerably toward month-end.
Additionally, short gold positions lost value as strong housing reports renewed
fears of U.S. inflation, once again generating interest in gold as an
inflationary hedge. In the soft sector, the Partnership incurred losses in
cotton, coffee and sugar. In the financial sector, positions in the U.S.
30-year, U.S. 10-year and Australian 10-year bonds offset gains in European long
bonds, British long gilt and Australian 3-year bonds. On the positive side, the
Partnership profited from positions in the currency and energy sectors.
Specifically, gains were seen in Swiss franc, German deutsche mark and British
pound, as well as British pound/deutsche mark crossrate positions. In the energy
sector, the Partnership's positions in light crude oil and crude oil experienced
gains.
 
   Interest income from U.S. Treasury bills decreased by approximately $7,000
for the three months ended March 31, 1998 as compared to the same period in 1997
due to the effect of redemptions on the funds available for investment in U.S.
Treasury bills.
 
   Commissions are calculated on the net asset value on the first day of each
month and, therefore, vary based on monthly trading performance and redemptions.
Commissions decreased by approximately $33,000 for the three months ended March
31, 1998 as compared to the same period in 1997 primarily due to the effect of
poor trading performance in the first three months of 1998 and redemptions on
the monthly net asset values.
 
   Management fees are calculated on the net asset value as of the end of each
month and, therefore, are affected by trading performance and redemptions.
Management fees decreased by approximately $21,000 for the three months ended
March 31, 1998 as compared to the same period in 1997 for the same reasons
commissions decreased as discussed above.
 
   Incentive fees are based on New High Net Trading Profits generated by the
trading manager, as defined in the Advisory Agreement among the Partnership, the
General Partner and the trading manager. No incentive fees were earned for the
three months ended March 31, 1998 and 1997.
 
   General and administrative expenses remained unchanged for the three months
ended March 31, 1998 as compared to the same period in 1997. These expenses
include reimbursements of cost incurred by the General Partner on behalf of the
Partnership in addition to accounting, audit, tax and legal fees as well as
printing and postage costs related to reports sent to limited partners.
 
                                       8
<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. Exhibits and Reports on Form 8-K:
 
        (a) Exhibits
 
             4.1      Agreement of Limited Partnership of the Registrant, dated
                      as of January 26, 1989 as amended and restated as of March
                      15, 1989. (incorporated by reference to Exhibits 3.1 and
                      4.1 to the Registrant's Annual Report on Form 10-K for the
                      period ended December 31, 1989)
 
             4.2      Subscription Agreement (incorporated by
                      reference to Exhibit 4.2 to the Registrant's
                      Annual Report on Form 10-K for the period ended
                      December 31, 1989)
 
             4.3      Request for Redemption (incorporated
                      by reference to Exhibit 4.3 to the
                      Registrant's Annual Report on Form
                      10-K for the period ended December 31,
                      1989)
 
            27.1      Financial Data Schedule
                      (filed herewith)
 
         (b) Reports on Form 8-K
 
             No reports on Form 8-K were filed for the period covered by this
             report.
                                       9
<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 Capital Return Futures Fund L.P.
 
By: Seaport Futures Management, Inc.
    A Delaware corporation, General Partner
 
     By: /s/ Steven Carlino                       Date: May 14, 1998
     ----------------------------------------
     Steven Carlino
     Vice President
     Chief Accounting Officer for the Registrant
 
                                       10

<TABLE> <S> <C>

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

<CIK>               0000846176

<NAME>              P-B Capital Return Futures Fund L.P.
<MULTIPLIER>        1

<FISCAL-YEAR-END>               Dec-31-1998

<PERIOD-START>                  Jan-1-1998

<PERIOD-END>                    Mar-31-1998

<PERIOD-TYPE>                   3-Mos

<CASH>                          3,604,082

<SECURITIES>                    12,441,989

<RECEIVABLES>                   0

<ALLOWANCES>                    0

<INVENTORY>                     0

<CURRENT-ASSETS>                0

<PP&E>                          0

<DEPRECIATION>                  0

<TOTAL-ASSETS>                  16,046,071

<CURRENT-LIABILITIES>           1,086,910

<BONDS>                         0

           0

                     0

<COMMON>                        0

<OTHER-SE>                      14,959,161

<TOTAL-LIABILITY-AND-EQUITY>    16,046,071

<SALES>                         0

<TOTAL-REVENUES>                (572,544)

<CGS>                           0

<TOTAL-COSTS>                   0

<OTHER-EXPENSES>                533,022

<LOSS-PROVISION>                0

<INTEREST-EXPENSE>              0

<INCOME-PRETAX>                 0

<INCOME-TAX>                    0

<INCOME-CONTINUING>             0

<DISCONTINUED>                  0

<EXTRAORDINARY>                 0

<CHANGES>                       0

<NET-INCOME>                    (1,105,566)

<EPS-PRIMARY>                   (9.61)

<EPS-DILUTED>                   (9.61)

</TABLE>


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