PRUDENTIAL BACHE OPTIMAX FUTURES FUND LP
10-Q, 1998-05-15
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
 
                                       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 number: 0-19805
 
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 
Delaware                                        13-3577395
- --------------------------------------------------------------------------------
(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 OPTIMAX 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                                                                    $ 3,412,799     $ 2,930,275
U.S. Treasury bills, at amortized cost                                   12,855,536      11,957,555
Net unrealized gain on open commodity positions                             620,825       1,082,273
Options, at market                                                           30,504          36,807
                                                                        -----------     ------------
Total assets                                                            $16,919,664     $16,006,910
                                                                        -----------     ------------
                                                                        -----------     ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable                                                     $   346,303     $   203,740
Accrued expenses                                                            120,846         100,952
Incentive fees payable                                                      249,410          85,079
Management fees payable                                                      30,097          28,516
Other transaction fees payable                                                3,177           2,421
                                                                        -----------     ------------
Total liabilities                                                           749,833         420,708
                                                                        -----------     ------------
Commitments
Partners' capital
Limited partners (90,225.781 and 92,158.661 OptiMax Units
  outstanding)                                                           16,008,023      15,430,323
General partner (912 and 931 OptiMax Units outstanding)                     161,808         155,879
                                                                        -----------     ------------
Total partners' capital                                                  16,169,831      15,586,202
                                                                        -----------     ------------
Total liabilities and partners' capital                                 $16,919,664     $16,006,910
                                                                        -----------     ------------
                                                                        -----------     ------------
Net asset value per limited and general partnership units (the
'OptiMax Units')                                                        $    177.42     $    167.43
                                                                        -----------     ------------
                                                                        -----------     ------------
- ----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       2
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                              Three months ended
                                                                                  March 31,
                                                                           ------------------------
<S>                                                                        <C>           <C>
                                                                              1998          1997
- ---------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions                                $1,977,664    $1,629,245
Change in unrealized gain on open commodity positions                        (480,287)      409,133
Interest from U.S. Treasury bills                                             161,585       143,437
                                                                           ----------    ----------
                                                                            1,658,962     2,181,815
                                                                           ----------    ----------
EXPENSES
Commissions                                                                   323,925       305,310
Other transaction fees                                                         17,634        12,040
Management fees                                                                90,282        93,605
Incentive fees                                                                249,410       268,361
General and administrative                                                     47,779        52,529
                                                                           ----------    ----------
                                                                              729,030       731,845
                                                                           ----------    ----------
Net income                                                                 $  929,932    $1,449,970
                                                                           ----------    ----------
                                                                           ----------    ----------
ALLOCATION OF NET INCOME
Limited partners                                                           $  920,632    $1,435,461
                                                                           ----------    ----------
                                                                           ----------    ----------
General partner                                                            $    9,300    $   14,509
                                                                           ----------    ----------
                                                                           ----------    ----------
NET INCOME PER WEIGHTED AVERAGE LIMITED
AND GENERAL PARTNERSHIP UNIT
Net income per weighted average limited
  and general partnership unit                                             $     9.99    $    14.45
                                                                           ----------    ----------
                                                                           ----------    ----------
Weighted average number of limited and
  general partnership units outstanding                                        93,090       100,339
                                                                           ----------    ----------
                                                                           ----------    ----------
- ---------------------------------------------------------------------------------------------------
</TABLE>
 
                   STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                  (Unaudited)
<TABLE>
<CAPTION>
                                              OPTIMAX         LIMITED       GENERAL
                                               UNITS         PARTNERS       PARTNER         TOTAL
<S>                                          <C>            <C>             <C>          <C>
- ----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1997         93,089.661     $15,430,323     $155,879     $15,586,202
Net income                                           --         920,632        9,300         929,932
Redemptions                                  (1,951.880)       (342,932)      (3,371)       (346,303)
                                             ----------     -----------     --------     -----------
Partners' capital--March 31, 1998            91,137.781     $16,008,023     $161,808     $16,169,831
                                             ----------     -----------     --------     -----------
                                             ----------     -----------     --------     -----------
- ----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       3
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS
                                  (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 OptiMax 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 the full year.
 
   Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 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 services 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                       $ 323,925      $305,310
General and administrative           23,082        28,897
                                -------------    --------
                                  $ 347,007      $334,207
                                -------------    --------
                                -------------    --------
</TABLE>
 
   Expenses payable to the General Partner and its affiliates (which are
included in accrued expenses) were $38,020 and $17,761 as of March 31, 1998 and
December 31, 1997, respectively.
 
   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 managers, 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
position 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 managers 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 managers 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 $8,280,818
and $8,917,171, 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 $8,542,588 and $6,988,356 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, all open futures, forward and options contracts mature
within one year.
 
   At March 31, 1998 and December 31, 1997, gross contract amounts of open
futures, forward and options contracts were:
 
<TABLE>
<CAPTION>
                                                 1998               1997
                                             -------------      ------------
<S>                                          <C>                <C>
Financial Futures and Options Contracts:
  Commitments to purchase                    $ 574,478,976      $139,900,563
  Commitments to sell                           28,321,934         7,437,372
Currency Futures and Options Contracts:
  Commitments to purchase                        7,034,638           492,662
  Commitments to sell                           12,144,475        21,706,418
Currency Forward Contracts:
  Commitments to purchase                        6,923,811         7,046,771
  Commitments to sell                            7,102,734        10,358,738
Other Futures and Options Contracts:
  Commitments to purchase                          210,130           456,506
  Commitments to sell                            5,599,951        11,247,722
Other Forward Contracts:
  Commitments to purchase                        1,221,398           121,273
</TABLE>
 
                                       5
<PAGE>
   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, forward or options 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, forward and options contracts to be the net unrealized gain or loss on
the contracts (plus premiums on options). Thus, the amount at risk associated
with counterparty nonperformance of all contracts is the net unrealized gain
included in the statements of financial condition. The market risk associated
with the Partnership's commitments to purchase commodities is limited to the
gross contract amounts involved, while the market risk associated with its
commitments to sell is unlimited since the Partnership's potential involvement
is to make delivery of an underlying commodity at the contract price; therefore,
it must repurchase the contract at prevailing market prices.
 
   At March 31, 1998 and December 31, 1997, respectively, the fair values of
open futures, forward and options contracts were:
 
<TABLE>
<CAPTION>
                                                 1998                          1997
                                       ------------------------     --------------------------
                                        Assets      Liabilities       Assets       Liabilities
                                       --------     -----------     ----------     -----------
<S>                                    <C>          <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Financial                         $  8,100      $   37,306     $  146,750      $   23,700
     Currencies                         289,421          17,157        197,088          38,848
     Other                              112,392           8,250        390,029              --
  Foreign exchanges
     Financial                          247,258          62,209        324,620           3,840
     Other                               28,134          35,816        119,206         130,415
Forward Contracts:
     Currencies                          59,116           9,389        257,080         154,865
     Other                               46,531              --             --             832
Options Contracts:
  Domestic exchanges
     Financial                           15,438              --          6,907              --
     Currencies                          10,725              --         29,900              --
  Foreign exchanges
     Other                                4,341              --             --              --
                                       --------     -----------     ----------     -----------
                                       $821,456      $  170,127     $1,471,580      $  352,500
                                       --------     -----------     ----------     -----------
                                       --------     -----------     ----------     -----------
</TABLE>
                                       6
<PAGE>
   The following table presents the average fair value of futures, forward and
options 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                         $  107,279      $   18,820     $   88,061      $   11,461
     Currencies                           209,641          16,325        186,115          14,986
     Other                                162,140           8,559        245,592          48,766
  Foreign exchanges
     Financial                            506,368          44,335        168,150          50,604
     Other                                103,942          50,910        219,925          22,035
Forward Contracts:
     Currencies                           393,346         163,166        712,157         114,752
     Other                                 29,984             208             --              --
Options Contracts:
  Domestic exchanges
     Financial                              5,586              --          3,125             773
     Currencies                            10,156              --          3,764              --
     Other                                     --              --          5,749              --
  Foreign exchanges
     Financial                                 --              --          2,998              --
     Other                                  1,085              --            213              --
                                       ----------     -----------     ----------     -----------
                                       $1,529,527      $  302,323     $1,635,849      $  263,377
                                       ----------     -----------     ----------     -----------
                                       ----------     -----------     ----------     -----------
</TABLE>
 
   The following table presents trading revenues from futures, forward and
options contracts during the three months ended March 31, 1998 and 1997,
respectively.
 
<TABLE>
<CAPTION>
                                       1998               1997
                                  --------------     --------------
<S>                               <C>                <C>
Futures Contracts:
  Domestic exchanges
     Financial                      $ (169,515)        $   46,974
     Currencies                         61,055            (29,974)
     Other                             156,352            583,199
  Foreign exchanges
     Financial                       1,092,892            125,641
     Other                             101,685            319,285
Forward Contracts:
     Currencies                        235,782            973,654
     Other                              61,797                 --
Options Contracts:
  Domestic exchanges
     Financial                         (14,234)            58,982
     Currencies                        (27,051)           (24,813)
     Other                                  --             14,222
  Foreign exchanges
     Financial                              --            (25,079)
     Other                              (1,386)            (3,713)
                                  --------------     --------------
                                    $1,497,377         $2,038,378
                                  --------------     --------------
                                  --------------     --------------
</TABLE>
 
                                       7
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX 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 February 15, 1991 with gross proceeds
of $70,309,500. After accounting for organizational and offering expenses, the
Partnership's net proceeds were $62,452,578 for Class A Units and $6,156,925 for
Class B Units. At the inception of the Partnership, 60% of the initial net
proceeds of the Class A Units and 100% of the initial net proceeds of the Class
B Units were allocated to trading activity ('Traded Assets'). The remaining 40%
of the initial net proceeds of the Class A Units was placed in reserve and
invested in investment grade interest-bearing obligations ('Reserve Assets').
 
   On March 31, 1996, the Partnership's letter of credit expired. Additionally,
the Reserve Assets matured on April 1, 1996 and the resulting proceeds were
allocated for commodities trading. As such, 100% of the Partnership's net assets
are currently allocated to commodities trading. Also, on April 1, 1996, in
conjunction with the expiration of the letter of credit and maturity of the
Reserve Assets, the General Partner merged the Class A Units and the Class B
Units in accordance with Article X, Section B(16) of the Partnership Agreement
into a newly created Class of Units called the OptiMax Units. Each Class A Unit
was exchanged into one new OptiMax Unit and each Class B Unit was exchanged into
 .99467 new OptiMax Unit.
 
   As of March 31, 1998, a significant portion of the Partnership's net assets
was held in U.S. Treasury bills (which represented approximately 78% of the net
assets prior to redemptions payable) and cash, which are used as margin for the
Partnership's trading in commodities. Inasmuch as the sole business of the
Partnership is to trade in commodities, the Partnership continues to own such
liquid assets to be used as margin. The percentage that U.S. Treasury bills
bears to the net assets varies each day, and from month to month, as the market
value of commodity interests change. The balance of the total net assets is held
in cash. All interest earned on the Partnership's interest-bearing funds is paid
to the Partnership.
 
   The commodities contracts are subject to periods of illiquidity because of
market conditions, regulatory considerations and other reasons. For example,
commodity exchanges limit fluctuations in 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 managers 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.
 
   The Partnership does not have, nor does it expect to have, any capital
assets.
 
   Redemptions by limited partners and the General Partner recorded for the
three months ended March 31, 1998 were $342,932 and $3,371, respectively, and
from commencement of operations, February 15, 1991, through March 31, 1998
totalled $72,233,376 and $783,125, respectively. Future redemptions will impact
the amount of funds available for investment in commodity contracts in
subsequent periods.
 
   In accordance with the Agreement of Limited Partnership, if the Partnership's
net asset value declines below $10 million, the Partnership will dissolve.
 
                                       8
<PAGE>
Results of Operations
 
   The net asset value per OptiMax Unit as of March 31, 1998 was $177.42, an
increase of 5.97% from the December 31, 1997 value of $167.43.
 
   The Partnership's positive performance in January resulted from gains in the
financial, currency, energy, metal and soft sectors. Losses were experienced in
the index and grain sectors. In the financial sector, the Partnership continued
to be profitable. During the latter part of 1997 and into early 1998, it became
clear that a number of factors, particularly the increasing amount of bonds made
available for sale by central banks, pointed to an imbalance in the relationship
between stock and bond levels. This imbalance caused bond prices to rally in the
U.S. and certain European countries, resulting in profits for the Partnership.
Currency sector positions in the Malaysian ringgit, Singapore dollar, Australian
dollar, Swiss franc and Italian lira profited the Partnership. In the energy
sector, the Partnership gained as light crude and heating oil prices rose on the
possibility of a conflict in the Middle East. Overall gains were partially
offset by losses in the grain sector. Specifically, losses were recognized in
wheat and corn positions as bullish crop reports surfaced in Latin America. In
the Far East, the soybean crop report was also bullish resulting in losses for
the Partnership. Additionally, the Partnership incurred losses in index sector
positions in the S&P 500, FTSE 100, Nikkei and CAC 40.
 
   The Partnership recorded net losses for February. Unprofitable sectors
included the currency and financial sectors. Gains were experienced in the
grain, metal, soft, energy and index sectors. In the currency sector, the
Partnership incurred losses as the deutsche mark fell from highs reached earlier
in the month. The yen rose in value on hopes that the Japanese government might
take stronger fiscal action to improve the economy, hurting the Partnership's
short positions. Additionally, positions in the Singapore dollar, Australian
dollar, Malaysian ringget and Swiss franc lost value. Financial sector positions
incurred losses as well, particularly in the Eurodollar, British gilt, Japanese
and Australian bond positions. U.S. bonds were unprofitable as new concerns of
accelerating economic activity caused prices to decline during the month. In the
soft sector, the Partnership achieved gains in corn and soybean positions. Metal
sector positions also had gains, particularly in silver, as the price rose to a
9 1/2-year high on aggressive buying by a large investor. Copper positions were
also profitable for the Partnership.
 
   The Partnership's positive performance in March resulted from gains in the
currency, grain, index and financial sectors. Losses were incurred in the soft
and metal sectors. In the currency sector, investors abandoned the safe haven of
the Swiss franc and began to move their investments into other currencies. This
migration profited many positions including the Swiss franc, German deutsche
mark, Japanese yen and Singapore dollar. In the grain sector, the price of
soybeans declined on news of an impending surplus, profiting the Partnership's
short positions. As many world indices continued their dramatic rise, the
Partnership was able to profit from long positions in the French CAC 40, British
FTSE and S&P 500. The Partnership's losses were primarily from cotton positions
in the soft sector. The cotton market proved to be volatile during the month,
starting out higher, then ending lower on government reports.
 
   Interest income from U.S. Treasury bills increased by approximately $18,000
for the three months ended March 31, 1998 as compared to 1997 as a result of
strong trading performance during the latter part of 1997 and continued positive
trading performance during the first three months of 1998, which resulted in
higher levels of investments in U.S. Treasury bills.
 
   Commissions are calculated on the Traded Assets on the first day of each
month and, therefore, vary due to trading performance and redemptions.
Commissions increased by approximately $19,000 for the three months ended March
31, 1998 as compared to 1997 due to the effect of strong trading performance
during the latter part of 1997 and continued positive trading performance during
the first three months of 1998, partially offset by redemptions, on the monthly
Traded Assets.
 
   Other transaction fees consist of National Futures Association, exchange and
clearing fees which are based on the number of trades the trading managers
execute. Other transaction fees increased by approximately $6,000 for the three
months ended March 31, 1998 as compared to 1997 due to increased trading volume.
 
   Through April 1997, all trading decisions for the Partnership were made by
Willowbridge Associates Inc., Chesapeake Capital Corporation ('Chesapeake'),
Robert M. Tamiso and Hyman Beck & Company Inc. Effective May 1997, Eagle Trading
Systems, Inc. ('Eagle') replaced Chesapeake as a trading manager for the
Partnership.
 
                                       9
<PAGE>
   Management fees are calculated on the portion of the Traded Assets allocated
to each trading manager at the end of the month, and, therefore, are affected by
trading performance and redemptions. As discussed in commissions above, the
monthly Traded Assets increased in 1998 versus 1997 resulting from the net
effect of strong trading performance and redemptions. However, Eagle is paid a
management fee at a 2% annual rate on its Traded Assets compared to 2.5% paid to
Chesapeake. As a result of the above, management fees decreased by approximately
$3,000 for the three months ended March 31, 1998 as compared to 1997.
 
   Incentive fees are based on the New High Net Trading Profits generated by
each trading manager, as defined in the Advisory Agreement among the
Partnership, the General Partner and each trading manager. Accordingly,
incentive fees of approximately $20,000 and $229,000 were earned during the
three months ended March 31, 1998 by Eagle and Robert M. Tamiso, respectively.
Additionally, incentive fees of approximately $33,000, $64,000, $113,000 and
$58,000 were earned during the three months ended March 31, 1997 by Chesapeake,
Willowbridge Associates Inc., Robert M. Tamiso and Hyman Beck & Company, Inc.
 
   General and administrative expenses decreased by approximately $5,000 for the
three months ended March 31, 1998 as compared to 1997. These expenses include
reimbursements of costs 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.
 
                                       10
<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
 
<TABLE>
           <S>      <C>
           3.1      Agreement of Limited Partnership of the Partnership, dated as of July 12, 1990
           and      as amended as of October 3, 1990 (incorporated by reference to Exhibit A to the
           4.1      Registrant's Registration Statement on Form S-1, File No. 33-36216)
 
           4.2      Subscription Agreement (incorporated by reference to Exhibit E to the
                    Registrant's Registration Statement on Form S-1, File No. 33-36216)
 
           4.3      Request for Redemption (incorporated by reference to Exhibit B to the
                    Registrant's Registration Statement on Form S-1, File No. 33-36216)
 
           4.4      Request for Exchange (incorporated by reference to Exhibit B to the
                    Registrant's Registration Statement on Form S-1, File No. 33-36216)
 
          27.1      Financial Data Schedule (filed herewith)
</TABLE>
 
         (b) Reports on Form 8-K--None
 
                                       11
<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 OPTIMAX FUTURES FUND, L.P.
 
By: Seaport Futures Management, Inc.
    A Delaware corporation, General Partner
 
     By: /s/ Steven Carlino                       Date: May 15, 1998
     ----------------------------------------
     Steven Carlino
     Vice President
     Chief Accounting Officer for the
     Registrant
 
                                       12

<TABLE> <S> <C>

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

<RESTATED>          
<CIK>               0000866533
<NAME>              Prudential-Bache OptiMax Futures Fund, LP
<MULTIPLIER>        1

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

<PERIOD-START>                  Jan-1-1998

<PERIOD-END>                    Mar-31-1998

<PERIOD-TYPE>                   3-Mos

<CASH>                          3,412,799

<SECURITIES>                    13,506,865

<RECEIVABLES>                   0

<ALLOWANCES>                    0

<INVENTORY>                     0

<CURRENT-ASSETS>                16,919,664

<PP&E>                          0

<DEPRECIATION>                  0

<TOTAL-ASSETS>                  16,919,664

<CURRENT-LIABILITIES>           749,833

<BONDS>                         0

           0

                     0

<COMMON>                        0

<OTHER-SE>                      16,169,831

<TOTAL-LIABILITY-AND-EQUITY>    16,919,664

<SALES>                         0

<TOTAL-REVENUES>                1,658,962

<CGS>                           0

<TOTAL-COSTS>                   0

<OTHER-EXPENSES>                729,030

<LOSS-PROVISION>                0

<INTEREST-EXPENSE>              0

<INCOME-PRETAX>                 0

<INCOME-TAX>                    0

<INCOME-CONTINUING>             0

<DISCONTINUED>                  0

<EXTRAORDINARY>                 0

<CHANGES>                       0

<NET-INCOME>                    929,932

<EPS-PRIMARY>                   9.99

<EPS-DILUTED>                   9.99

</TABLE>


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