TUDOR FUND FOR EMPLOYEES LP
10-Q, 1998-05-14
INVESTORS, NEC
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<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




       FOR THE QUARTER ENDED:  3/31/98      COMMISSION FILE NUMBER:  33-33982



                         TUDOR FUND FOR EMPLOYEES L.P.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 
           Delaware                                 13-3543779
- --------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)
 
600 Steamboat Road, Greenwich, Connecticut             06830
- --------------------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)
 
                                (203) 863-6700
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)




  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 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.

                               X    YES      NO
                             -----      -----          
<PAGE>
                        PART 1 - FINANCIAL INFORMATION
                        ITEM 1 - FINANCIAL STATEMENTS 
                         TUDOR FUND FOR EMPLOYEES L.P.
                       STATEMENTS OF FINANCIAL CONDITION
                                        
<TABLE>
<CAPTION>
                                                                       MARCH 31,               DECEMBER 31,
                                                                         1998                      1997
                                                                      (UNAUDITED)                (AUDITED)
                                                                --------------------     ----------------------
<S>                                                               <C>                      <C>
                           ASSETS
                           ------
 
CASH                                                                   $   3,673,148             $    7,088,210
 
EQUITY IN COMMODITY TRADING ACCOUNTS:
 Due from broker                                                           3,869,108                  2,264,274
 U.S. Government obligations                                               7,370,682                  7,477,448
 Net unrealized gain on open commodity interests                             299,590                    211,519
                                                                --------------------     ----------------------
  Total equity                                                            11,539,380                  9,953,241
 
 Subscription Receivable                                                           -                    125,000
                                                                --------------------     ----------------------
     Total assets                                                      $  15,212,528             $   17,166,451
                                                                ====================     ======================
 
 
             LIABILITIES AND PARTNERS' CAPITAL
             ---------------------------------
 
LIABILITIES:
 
Pending partner additions                                              $     625,899             $    4,160,168
Redemptions payable                                                          840,490                  3,339,382
Incentive fee payable                                                         66,614                     49,172
Management fee payable                                                        62,271                     56,054
Accrued professional fees and other                                           76,404                     65,988
 
 
     Total liabilities                                                     1,671,678                  7,670,764
                                                                --------------------     ----------------------
 
PARTNERS' CAPITAL:
 
Limited Partners, 10,000 units authorized and 3,033.551 and
 2,186.284 outstanding at March 31, 1998 and December 31, 1997            12,716,775                  8,712,315

General Partner, 196.580 units outstanding at March 31, 1998 and
    December 31, 1997                                                        824,075                    783,372
                                                                --------------------     ----------------------
 
     Total partners' capital                                              13,540,850                  9,495,687
                                                                --------------------     ----------------------
 
     Total liabilities and partners' capital                           $  15,212,528             $   17,166,451
                                                                ====================     ======================

</TABLE>
                                                                                


        The accompanying notes are an integral part of these statements.
<PAGE>
 
                         TUDOR FUND FOR EMPLOYEES L.P.
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                           MARCH 31,    MARCH 31,
                                             1998         1997
                                           ----------   ----------
<S>                                       <C>          <C>
 
  REVENUES:
 
Net realized trading gains                 $  710,311   $  996,465
Change in net unrealized trading gains         73,776      765,763
Interest income                               161,734      135,818
                                           ----------   ----------
     Total revenues                           945,821    1,898,046
 
 EXPENSES:
 
Brokerage commissions and fees                 67,504       59,677
Incentive fee                                  66,614       85,870
Management fee                                 62,271       50,235
Professional fees and other                    23,947       24,013
                                           ----------   ----------
Total expenses                                220,336      219,795
                                           ----------   ----------

Net income                                 $  725,485   $1,678,251
                                           ==========   ==========

Limited Partners' Net Income                  684,782    1,572,741

General Partners' Net Income                   40,703      105,510
                                           ----------   ---------- 
                                           $  725,485   $1,678,251
                                           ==========   ==========

Changes in Net Asset Value per Unit           $207.05      $536.73
                                           ==========   ==========

Net Income per Unit (Note 2)                  $211.59      $539.92
                                           ==========   ==========



</TABLE> 
       The accompanying notes are an integral part of these statements.
<PAGE>
 

                         TUDOR FUND FOR EMPLOYEES L.P.
                  STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
   FOR THE PERIOD ENDED MARCH 31, 1998 AND THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION> 
 
                                              LIMITED PARTNERS              GENERAL PARTNER            
                                              ----------------              ---------------            TOTAL     NET ASSET VALUE 
                                            UNITS         CAPITAL        UNITS          CAPITAL       CAPITAL        PER UNIT
                                            -----         -------        -----          -------       -------        --------
<S>                                        <C>          <C>             <C>          <C>          <C>              <C>
Partners' Capital, January 1, 1997          2,521.886    $ 7,909,798     196.580      $616,568     $ 8,526,366      $3,136.46
 
  Net income                                        -      2,546,001           -       166,804       2,712,805
  TIC 401(k) Plan unit adjustment (a)           9.772              -                                         -
  Capital Contributions                       746.608      2,546,367           -             -       2,546,367
  Redemptions                              (1,091.982)    (4,289,851)          -             -      (4,289,851)
                                            ---------      ---------     -------       -------       --------- 
 
Partners' Capital, December 31, 1997 (b)    2,186.284      8,712,315     196.580       783,372       9,495,687      $3,984.99
                                             ---------      ---------    -------       -------       ---------      
 
  Net income                                        -        684,782                    40,703         725,485
  TIC 401(k) Plan unit adjustment (a)           3.805              -           -             -               -
  Capital Contributions                     1,043.959      4,160,168           -             -       4,160,168
  Redemptions                                (200.497)      (840,490)          -             -        (840,490)
                                            ---------      ---------     -------        ------       ---------  
 
Partners' Capital, March 31, 1998 (b)       3,033.551    $12,716,775     196.580      $824,075     $13,540,850      $4,192.04
                                            =========    ===========     =======      ========     ===========      ========= 
 
(a) (See Note 3 - Capital Accounts)
(b) (See Note 4 - Redemption of Units)
 
</TABLE>

        The accompanying notes are an integral part of these statements.
<PAGE>
 
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  (UNAUDITED)
                                        
    (1) ORGANIZATION
        ------------

        Tudor Fund For Employees L.P. (the "Partnership") was organized under
        the Delaware Revised Uniform Limited Partnership Act (the "Act") on
        November 22, 1989, and commenced trading operations on July 2, 1990.
        Second Management LLC (the "General Partner"), a Delaware limited 
        liability company was the general partner for the Partnership during the
        quarter ended March 31, 1998 and owned approximately 197 units of
        general partnership interest. Ownership of limited partnership units is
        restricted to employees of Tudor Investment Corporation ("TIC") and its
        affiliates and certain employee benefit plans.

        The objective of the Partnership is to realize capital appreciation
        through speculative trading of commodity futures, forward, and option
        contracts and other commodity interests ("commodity interests").  The
        Partnership will terminate on December 31, 2010 or at an earlier date if
        certain conditions occur as outlined in its Second Amended and Restated
        Limited Partnership Agreement.

        DUTIES OF THE GENERAL PARTNER
        -------------------------------

        The General Partner acts as the commodity pool operator for the
        Partnership and is responsible for the selection and monitoring of the
        commodity trading advisor and the commodity brokers used by the
        Partnership.  The General Partner is also responsible for the
        performance of all administrative services necessary to the
        Partnership's operations.

    (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------
        ACCOUNTING POLICY
        -----------------

        The financial statements presented have been prepared pursuant to the
        rules and regulations of the Securities and Exchange Commission ("SEC")
        and, in the opinion of management of the General Partner, include all
        adjustments necessary for a fair statement of each period presented.

        REVENUE RECOGNITION
        ---------------------

        Commodity interests are recorded on the trade date at the transacted
        contract price and valued at market.

        BROKERAGE COMMISSIONS AND FEES
        --------------------------------

        These expenses represent all brokerage commissions and exchange, 
        National Futures Association and other fees incurred in connection with
        the execution of commodity interest trades. Commissions and fees
        associated with open commodity interests at the end of the period are
        accrued on a round-turn basis.
<PAGE>
 
        INCENTIVE FEE
        -------------

        The Partnership pays TIC, as trading advisor, an incentive fee equal to
        12% of the Trading Profits (as defined by the Limited Partnership
        Agreement) earned as of the end of each fiscal quarter of the
        Partnership.  Effective August 1, 1995, TIC has waived its right to
        receive incentive fees attributable to units held at the beginning of
        each month by the Tudor Investment Corporation 401(k) Savings and Profit
        Sharing Plan (the "TIC 401(k) Plan").

        MANAGEMENT FEE
        --------------

        The Partnership also pays TIC, for the performance of its duties, a
        monthly management fee equal to 1/12 of 2% (2% per annum) of the
        Partnership's net assets. Effective August 1, 1995, TIC waived its
        right to receive management fees attributable to units held at the
        beginning of each month by the TIC 401(k) plan.

        FOREIGN CURRENCY TRANSLATION
        ----------------------------

        Assets and liabilities denominated in foreign currencies are translated
        at month-end exchange rates.  Gains and losses resulting from foreign
        currency transactions are calculated using daily exchange rates and are
        included in the accompanying statements of operations.

        U.S. GOVERNMENT OBLIGATIONS
        ---------------------------

        The Partnership invests a varying amount of its assets in U.S. Treasury
        bills.  A portion of such bills is held in commodity trading accounts
        and used to fulfill initial margin requirements.  U.S. Treasury bills,
        with varying maturities through January 1999 are valued in the
        statements of financial condition at original cost plus accrued discount
        which approximates the market value.  These bills had a face value of
        $7,500,000 (cost $7,301,567 and $7,405,486) at March 31, 1998 and
        December 31, 1997.

        SUBSCRIPTIONS RECEIVABLE
        ------------------------

        Prospective investors are required to complete, execute and deliver a
        Subscription Agreement, as defined in the Limited Partnership Agreement.
        Subscriptions receivable arise when a signed Subscription Agreement has
        been completed, executed and delivered, but payment is received by the
        Partnership subsequent to year-end.

        NET INCOME PER UNIT
        -------------------

        Net income per unit is computed by dividing net income by the monthly
        average of units outstanding at the beginning of each month.
<PAGE>
 
    (3) CAPITAL ACCOUNTS
        ----------------

        Each partner, including the General Partner, has a capital account with
        an initial balance equal to the amount such partner paid for its units.
        The Partnership's net assets are determined monthly, and any increase or
        decrease from the end of the preceding month is added to or subtracted
        from the capital accounts of the partner based on the ratio that each
        capital account bears to all capital accounts as of the beginning of the
        month.  The number of units held by the TIC 401(k) Plan will be restated
        as necessary for management and incentive fees attributable to units
        held at the beginning of each month by the TIC 401(k) Plan to equate the
        per unit value of the TIC 401(k) Plan's capital account with the
        Partnership's per unit value.

    (4) REDEMPTION OF UNITS
        -------------------

        At each quarter-end, units are redeemable at the discretion of the
        limited partner. Redemption of units in $1,000 increments and full
        redemption of all units are made at 100% of the net asset value per unit
        effective as of the last business day of any quarter as defined in the
        Limited Partnership Agreement.  Partial redemptions of units which would
        reduce the net asset value of a limited partner's unredeemed units to
        less than the minimum investment then required of new limited partners
        or such partner's initial investment, whichever is less, will be honored
        only to the extent of such limitation.

    (5) INCOME TAXES
        ------------

        No provision for income taxes has been made in the accompanying
        financial statements.  Partners are responsible for reporting income or
        loss based upon their respective shares of revenue and expenses of the
        Partnership.

    (6) RELATED PARTY TRANSACTIONS
        --------------------------
 
        The General Partner, due to its relationship with its affiliates and
        certain other parties, may enter into certain related party
        transactions.

        Bellwether Partners LLC ("BPL"), a Delaware limited liability company,
        and an affiliate of the General Partner, is the Partnership's primary
        forward contract counterparty.  Effective August 1, 1995, BPL ceased
        charging commissions for transacting the partnership's foreign exchange
        and commodity forward contracts.  The Partnership typically has on
        deposit with BPL, as collateral for forward contracts, up to 15% of the
        Partnership's net assets.

        Bellwether Futures LLC ("BFL"), a Delaware limited liability company is
        an affiliate of the General Partner.  Effective January 1, 1996, BFL
        ceased collecting give-up fees from the Partnership as compensation for
        managing the execution of treasury bond futures by floor brokers on the
        Chicago Board of Trade.

        TIC, an affiliate of the General Partner, receives incentive and
        management fees as compensation for acting as the Partnership's trading
        advisor (see Note 2).
<PAGE>
 
    (7) FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK AND CONCENTRATION OF
        ----------------------------------------------------------------------
        CREDIT RISK
        -----------

        The Partnership is a party to financial instruments with elements of
        off-balance sheet credit and market risk in excess of the amounts
        recognized in the statements of financial condition through its trading
        of financial futures, forwards, swaps and exchange traded and negotiated
        over-the-counter options.

        Exchange traded futures and options contracts are marked-to-market
        daily, with variations in value settled on a daily basis with the
        exchange upon which they are traded and with the futures commission
        merchant through which the commodity futures and options are executed.
        The forward contracts are generally settled with the counterparty at
        least two business days after the trade.  Futures and forwards are
        typically liquidated by entering into offsetting contracts with the same
        counterparty.

        At March 31, 1998 and December 31, 1997, the Partnership held financial
        instruments with the following approximate aggregate notional value
        (000's omitted):

<TABLE>
<CAPTION>
                                                 March 31,   December 31,
                                                -----------  ------------
                                                   1998          1997
                                                -----------  ------------
<S>                                             <C>          <C>
  Exchange Traded Contracts:
    Interest Rate Futures and Option Contracts -
     Domestic
       Less than 6 months                         27,472         5,995
       6 months to 1 year                        655,595             -
       1 to 2 years                               90,368             -
     Foreign
       Less than 6 months                         19,280        40,892
       6 months to 1 year                        161,809        43,351
       1 to 2 years                                    -        38,106
   Foreign Exchange Contracts -
     Financial Futures Contracts                   7,217         8,257
     Forward Currency Contracts
       Less than 6 months                         15,775         8,389
       6 months to 1 year                          3,521         3,000
   Equity Index Futures -
     Domestic                                          -         3,425
     Foreign                                       5,850         2,333
   Over-the-Counter Contracts:
     Forward Currency Contracts                   12,000             -
     Commodity Swaps
       Less than 6 months                            430           436
       6 months to 1 year                          1,617             -
                                              ----------      --------
  Total                                       $1,000,934      $154,184
                                              ==========      ========
</TABLE>
<PAGE>
 
    Notional amounts of these financial instruments are indicative only of the
    volume of activity and should not be used as a measure of market and credit
    risk. The various financial instruments held at March 31, 1998 and December
    31, 1997 mature through the following dates:
<TABLE>
<CAPTION>
                                                            March 31,            December 31,
                                                              1998                   1997
                                                      -------------------    -------------------
<S>                                                     <C>                    <C> 
Exchange traded Contracts:
   Interest Rate Futures and Options Contracts             June 1999            December 1999
   Foreign Exchange Contracts                           January 1999             October 1998
   Equity Index Futures                                    June 1998               March 1998
Over-the-Counter Contracts:
   Foreign Currency Contracts                             April 1998                        -
   Commodity Swaps                                     December 1998               April 1998
</TABLE>

    The following table summarizes the quarter-end and the average assets and
    liabilities resulting from unrealized gains and losses on derivative
    instruments included in the statements of financial condition based on 
    month-end balances (000's omitted):


<TABLE>
<CAPTION>
                                         Assets              Liabilities
                                      -------------         -------------
                                    March 31,             March 31,
                                      1998    Average       1998    Average
                                      ----    -------       ----    -------
<S>                                  <C>        <C>         <C>       <C>
  Exchange Traded Contracts:
     Interest Rate Contracts -
       Domestic                        196       65            -        -
       Foreign                          54       34            -        -
     Foreign Exchange Contracts -
       Financing Futures Contracts       1        -            -       52
       Forward Currency Contracts        -        -           20       58
     Equity Index Futures -
       Domestic                          -        6            -       17
       Foreign                          13       46           52       23
  Over-the-Counter Contracts:
     Forward Currency Contracts        114      107            -        -
     Commodity Swaps                     -        -           74       25
     Equity Index Swaps                  -        -            -        1
                                    ------    ------       ------   ------
          Total                        378      258          146      176
                                    ======   ======       ======   ======
</TABLE>
                                                                    
<PAGE>
 
     Net trading gains and losses from strategies that use a variety of
     financial instruments are recorded in the statements of operations. The
     following table summarizes the components (in thousands) of trading gains
     and losses, net of commissions and fees, for the three months ended March
     31, 1998 and 1997.

<TABLE>
<CAPTION>
 
                                                 Three Months Ended
                                                 March 31,    March 31,
                                                   1998       1997
                                                 --------  -------- 
<S>                                             <C>         <C>
Exchange Traded Contracts:
 
Interest Rate Futures and Options Contracts-        $ 386    $  322
   Domestic                                           (89)     (129)
   Foreign

Foreign Exchange Contracts                           (394)      338

Equity Index Futures -
   Domestic                                           169       178
   Foreign                                            117       279

Over-the-Counter Contracts:
   Forward Currency Contracts                         516       (23)
   Commodity Swaps                                    (82)        -
   Equity Index Swaps                                 (84)        -

Non-Derivative Financial Instruments                  172       738
                                                 --------  --------
   Total                                            $ 711    $1,703
                                                 ========  ========
</TABLE>

    In general, exchange traded futures and option contracts possess low credit
    risk as most exchanges act as principal to a Futures Commission Merchant
    ("FCM") on all commodity transactions.  Furthermore, most global exchanges
    require FCM's to segregate client funds to insure ample customer protection
    in the event of an FCM's default.  The Partnership monitors the
    creditworthiness of its FCM's and counterparties and, when deemed necessary,
    reduces its exposure to these FCM's and counterparties.  The Partnership's
    exposure to credit risk associated with the non-performance of these FCM's
    and counterparties in fulfilling contractual obligations can be directly
    impacted by volatile financial markets.  A substantial portion of the
    Partnership's open financial futures positions were transacted with major
    international FCM's.  BPL is the Partnership's primary forward contract
    counterparty (Note (6)).  Notwithstanding the risk monitoring and credit
    review performed by the Partnership with respect to its FCM's and
    counterparties, including BPL, there always exists a risk of nonperformance.

    Generally, financial contracts can be closed out at the discretion of the
    trading advisor. However, an illiquid or closed market could prevent the
    close-out of positions.
<PAGE>
 
ITEM 2.   MANAGEMENT DISCUSSION AND ANALYSIS OF
- -------   -------------------------------------
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          ---------------------------------------------

     The Partnership commenced operations on July 2, 1990. Following the closing
     of the initial offering period, the Partnership had 37 Limited Partners who
     subscribed for 421 units for $421,000. In addition, the General Partner
     purchased 400 units of general partnership interest for $400,000.  The
     Partnership had additions of $4,160,168 and redemptions of $840,490 during
     the quarter ended March 31, 1998 (the "Current Quarter").  From its
     inception through April 1, 1998, the Partnership received total Limited
     Partner contributions of $19,824,990 and had total withdrawals of
     $14,593,118.  In addition, the General Partner contributed $1,900,000 since
     inception.  The General Partner redeemed $2,000,000 on March 31, 1994 and
     $1,400,000 on December 31, 1996.  The General Partner's equity in the
     Partnership as of March 31, 1998 was approximately $824,000, representing
     6% of the Partnership's equity.  At April 1, 1998, the Partnership had a
     total of 99 Limited Partners.

     As specified in the Second Amended and Restated Limited Partnership
     Agreement, dated May 22, 1996, the Partnership may accept investments from
     certain employee benefit plans to the extent that such investment does not
     exceed 25% of the aggregate value of outstanding units, excluding units
     held by the General Partner and its affiliates.  On August 1, 1995, the
     Partnership accepted an investment of $99,306 from the Tudor Investment
     Corporation 401(k) Savings and Profit-Sharing Plan (the "TIC 401(k) 
     Plan" ), a qualified plan organized for the benefit of employees of TIC and
     certain of its affiliates. The Partnership has received TIC 401(k) Plan
     contributions in the aggregate amount from inception through April 1, 1998
     of $1,611,192. The TIC 401(k) Plan's equity in the Partnership as of April
     1, 1998 was approximately $2,016,000, representing approximately 14.2% of
     the Partnership's equity or approximately 16.4% excluding units held by the
     General Partner and its affiliates. TIC has waived its right to receive
     management and incentive fees attributable to units held by the TIC 401(k)
     Plan. The number of units of limited partnership interest held by the TIC
     401(k) Plan will be restated as necessary to equate the per unit value of
     the TIC 401(k) Plan's capital account with the Partnership's per unit
     value. Furthermore, BPL ceased charging commissions for transacting the
     Partnership's foreign exchange spot and forward and commodity forward
     contracts.

(1)  LIQUIDITY
     ---------

     The Partnership's assets are deposited and maintained with BPL, banks or in
     trading accounts with clearing brokers, and are used by the Partnership as
     margin and collateral to engage in futures, option, and forward contract
     trading.  The Partnership invests in U.S. Government obligations approved
     by the various contract markets to fulfill initial margin requirements.  As
     of March 31, 1998 and December 31, 1997, U.S. Government obligations with
     varying maturities through January 1999 represented approximately 48% and
     44% of the total assets of the Partnership.  The percentage that U.S.
     Government obligations bear to the total assets varies daily and monthly,
     as the market value of commodity interest contracts changes, as Government
     obligations are purchased or mature, and as the Partnership sells or
     redeems units.  Since the Partnership's sole purpose is to trade in
     futures, option, and forward contracts, and other commodity interest
     contracts, it is 
<PAGE>
 
     anticipated that the Partnership will continue to maintain substantial
     liquid assets for margin purposes. Interest income for the Current Quarter
     was $161,734, compared to $135,818 during the quarter ended March 31, 1997.
     This increase was due to an increase in the Partnership's assets.

     In the context of the commodity or futures trading industry, cash and cash
     equivalents are part of the Partnership's inventory.  Cash deposited with
     banks represented approximately 24% and 41% of the Partnership's assets as
     of March 31, 1998 and December 31, 1997.  The cash and U.S. Government
     obligations held at clearing brokers and banks at quarter-end satisfy the
     Partnership's need for cash on both a short-term and long-term basis.

     Since futures contract trading generates a significant percentage of the
     Partnership's income, any restriction or limit on that trading may render
     the Partnership's investment in futures contracts illiquid.  Most U.S.
     commodity exchanges limit fluctuations in certain commodity futures and
     options contract prices during a single day by regulations referred to as a
     "daily price fluctuation limit" or "daily limit."  Pursuant to such
     regulations, during a single trading day, no trade may be executed at a
     price beyond the daily limits.  If the price for a contract has increased
     or decreased by an amount equal to the "daily limit," positions in such
     contracts can neither be taken nor liquidated unless traders are willing to
     effect trades at or within the limit.  Commodity interest contract 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 interest contract positions and
     impose restrictions on redemptions.

(2)  CAPITAL RESOURCES
     -----------------

     The Partnership does not have, nor does it expect to have, any fixed
     assets.  Redemptions and additional sales of units in the future will
     affect the amount of funds available for investments in commodity interest
     contracts in subsequent periods.

     The Partnership is currently open to new investments which can be made on a
     quarterly basis.  Such investments are limited to existing and future
     employees of TIC and certain of its affiliates and certain employee benefit
     plans, including, but not limited to, the TIC 401(k) Plan.

(3)  RESULTS OF OPERATIONS
     ---------------------

     The following table compares net asset value per unit as of March 31, 1998
     and 1997:


<TABLE>
<CAPTION>
                                        Net Asset Value             Increase During 
                                           per unit                     Quarter
                                    ---------------------     -----------------------------------
                                                                        $                %
                                                                    ---------        -------
           <S>                           <C>                       <C>           <C>
               March 31, 1998                    $4,192.04            $207.05         5.20%
               March 31, 1997                    $3,673.19            $536.73        17.11%
</TABLE>
<PAGE>
 
     Net trading gains and losses from strategies that use a variety of
     derivative financial instruments are recorded in the statements of
     operations.  The following table summarizes the components (in thousands)
     of trading gains and losses, net of commissions, for the three months ended
     March 31, 1998 and 1997.

<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                 March 31, March 31,
                                                   1998      1997
                                                 --------  --------
<S>                                             <C>         <C> 
Exchange Traded Contracts:
 
Interest Rate Futures and Options Contracts-        $ 386    $  322
   Domestic                                           (89)     (129)
   Foreign

Foreign Exchange Contracts                           (394)      338

Equity Index Futures -
   Domestic                                           169       178
   Foreign                                            117       279

Over-the-Counter Contracts:
   Forward Currency Contracts                         516       (23)
   Commodity Swaps                                    (82)        -
   Equity Index Swaps                                 (84)        -
                                                 
Non-Derivative Financial Instruments                  172       738
                                                 --------  --------
   Total                                            $ 711    $1,703
                                                 ========  ========
</TABLE>



    Since the Partnership is a speculative trader in the commodities markets,
    current year results are not comparable to previous year's results.  The
    following table illustrates the Partnership's net trading gain as a return
    on net assets, brokerage commissions and fees as a percentage of net assets,
    and incentive fees as a percentage of trading profits.

<TABLE>
<CAPTION>
                                                                            Three Months Ended          
                                                                   --------------------------------------
                                                                March 31, 1998       March 31, 1997
                                                                --------------       ---------------
<S>                                                                 <C>              <C>
Trading Gains as a % of Net Assets                                    5.3%                 15.9%
Brokerage Commissions & Fees as a % of Net Assets                     0.5%                  0.6%
Incentive Fees as a % of Trading Profits                              9.3%                  5.0%
</TABLE>

     In general, commission rates have remained stable during the past three
     years.  Trading losses of $866,300 incurred during the last six months of
     1996 resulted in lower incentive fees as a percentage of Trading Profits
     during the first six months of 1997 because trading losses need to be
     recouped by the Partnership prior to the Partnership's payment of incentive
     fees to the Trading Advisor.

     Professional fees and other expenses during the Current Quarter remained
     stable as compared to the quarter ended March 31, 1997.
<PAGE>
 
     Inflation is not expected to be a major factor in the Partnership's
     operations, except that traditionally the commodities markets have tended
     to be more active, and thus potentially more profitable during times of
     high inflation.  Since the commencement of the Partnership's trading
     operations in July 1990, inflation has not been a major factor in the
     Partnership's operations.


                           PART II OTHER INFORMATION


ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
       -----------------------------------------

     The effective date of the registration statement of the Partnership
     (Commission file number 33-33982) was June 22, 1990.  Through April 1,
     1998, an aggregate of $21,724,990 of Units had been sold.
<PAGE>
 
                                   SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) 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.



          TUDOR FUND FOR EMPLOYEES L.P.

          By:   Second Management LLC,
                General Partner



          By:   /s/   Mark F. Dalton
                -------------------------------
                Mark F. Dalton,
                President, General Partner

 
          By:   /s/ Mark Pickard                                
                -----------------------------------         
                Mark Pickard,          
                Managing Director and
                Chief Financial Officer of the
                General Partner



May 14, 1998

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TUDOR FUND
FOR EMPLOYEES L.P. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                                       <C>
<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       3,673,148
<SECURITIES>                                 7,370,682
<RECEIVABLES>                                4,168,698
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            15,212,528
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              15,212,528
<CURRENT-LIABILITIES>                        1,671,678
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  13,540,850
<TOTAL-LIABILITY-AND-EQUITY>                15,212,528
<SALES>                                        945,821
<TOTAL-REVENUES>                               945,821
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               220,336
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                725,485
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   725,485
<EPS-PRIMARY>                                   207.05
<EPS-DILUTED>                                        0
        

</TABLE>


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