PRUDENTIAL BACHE OPTIMAX FUTURES FUND LP, 10-K, 2000-03-30

PRUDENTIAL BACHE OPTIMAX FUTURES FUND LP
10-K, 2000-03-30
COMMODITY CONTRACTS BROKERS & DEALERS

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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 1999

/ / 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

Securities registered pursuant to Section 12(b) of the Act:
None
- --------------------------------------------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes CK No _

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[CK]

DOCUMENTS INCORPORATED BY REFERENCE

Agreement of Limited Partnership of the Registrant, dated July 12, 1990,
included as part of the Registration Statement on Form S-1 (File No. 33-36216)
filed with the Securities and Exchange Commission on August 3, 1990 pursuant to
Rule 424(b) of the Securities Act of 1933, and amended on October 3, 1990 and
November 5, 1990, is incorporated by reference into Part IV of this Annual
Report on 10-K

Registrant's Annual Report to Limited Partners for the year ended December
31, 1999 is incorporated by reference into Parts II and IV of this Annual Report
on Form 10-K

Index to exhibits can be found on pages 9 through 11.

<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I PAGE
<S> <C> <C>
Item 1 Business......................................................................... 3
Item 2 Properties....................................................................... 4
Item 3 Legal Proceedings................................................................ 4
Item 4 Submission of Matters to a Vote of Limited Partners.............................. 4

<CAPTION>
PART II
<S> <C> <C>
Item 5 Market for the Registrant's Units and Related Limited Partner Matters............ 4
Item 6 Selected Financial Data.......................................................... 5
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 6
Item 7A Quantitative and Qualitative Disclosures About Market Risk....................... 6
Item 8 Financial Statements and Supplementary Data...................................... 6
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................... 6

<CAPTION>
PART III
<S> <C> <C>
Item 10 Directors and Executive Officers of the Registrant............................... 6
Item 11 Executive Compensation........................................................... 8
Item 12 Security Ownership of Certain Beneficial Owners and Management................... 8
Item 13 Certain Relationships and Related Transactions................................... 8

<CAPTION>
PART IV
<S> <C> <C>
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.................. 9
Financial Statements and Financial Statement Schedules........................... 9
Exhibits......................................................................... 9
Reports on Form 8-K.............................................................. 11
SIGNATURES.................................................................................. 12
</TABLE>

2
<PAGE>
PART I

Item 1. Business

General

Prudential-Bache OptiMax Futures Fund, L.P. (the 'Registrant'), a Delaware
limited partnership, was formed on July 12, 1990 and will terminate on December
31, 2010 unless terminated sooner under the provisions of the Agreement of
Limited Partnership (the 'Partnership Agreement'), as amended. The Registrant
was formed to engage in speculative trading of a portfolio consisting primarily
of commodity futures, forward and options contracts. On February 15, 1991, the
Registrant completed its offering of units and raised $64,000,000 of Class A
units and $6,309,500 of Class B units from the sale of 633,563 Class A and
62,470 Class B units of limited partnership interest and 6,437 Class A and 625
Class B units of general partnership interest (the 'Class A Units' and the
'Class B Units,' and collectively, the 'Units') which resulted in net proceeds
to the Registrant of $68,609,503. The Registrant's fiscal year for book and tax
purposes ends on December 31.

Through March 31, 1996, the Registrant maintained two classes (each a
'Class') of Units. At the inception of the Registrant, 60% of the net asset
value of the Class A Units and 100% of the net asset value of the Class B Units
were allocated to commodities trading. As a protective device in conjunction
with the letter of credit (see further discussion below), the remaining 40% was
placed in reserve (the 'Reserve Assets') and was not committed to commodities
trading until March 31, 1996 (the 'Capital Return Date'). On the Capital Return
Date, the letter of credit expired and the Reserve Assets were allocated evenly
to Robert M. Tamiso ('Tamiso') and Hyman Beck & Company, Inc. ('Hyman Beck'),
new independent commodities trading managers to the Registrant.

On April 1, 1996, in conjunction with the expiration of the letter of credit
and maturity of the Reserve Assets as discussed above, 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.

The Registrant is engaged solely in the business of commodity futures,
forward and options trading; therefore, presentation of industry segment
information is not applicable.

Letter of Credit

An irrevocable letter of credit ('Letter of Credit') was issued in favor of
the Partnership by Citibank, N.A. (the 'Bank') on February 15, 1991. The Letter
of Credit was intended to provide protection to the Class A limited partners
against loss of their initial investment as of the Capital Return Date when the
limited partners had the option to redeem their Class A Units and receive the
greater of the then current net asset value per Class A Unit or 100% of their
initial investment. The Letter of Credit expired on the Capital Return Date
(with no payment required by the Bank) and does not provide protection
thereafter.

Trading Managers

All trading decisions for the Registrant are currently being made by Eagle
Trading Systems, Inc. ('Eagle'), Tamiso and Hyman Beck. Effective May 1, 1997,
all assets previously managed by Chesapeake Capital Corporation ('Chesapeake')
were reallocated to Eagle pursuant to its Eagle-Global System trading program.
The monthly management fee paid to Eagle equals 1/6 of 1% (a 2% annual rate) of
its net asset value as compared to 5/24 of 1% (a 2.5% annual rate) paid to
Chesapeake. The quarterly incentive fee paid to Eagle equals 23% of the New High
Net Trading Profits (as defined in the Advisory Agreement among the Registrant,
the General Partner and Eagle) as compared to 17% of the New High Net Trading
Profits paid to Chesapeake. During July 1998, Willowbridge Associates Inc.
('Willowbridge') ceased to serve as a trading manager to the Registrant. All
assets previously managed by Willowbridge were reallocated to Tamiso. The
monthly management fee paid to Tamiso equals 1/6 of 1% (a 2% annual rate) of its
net asset value as compared to 1/4 of 1% (a 3% annual rate) paid to
Willowbridge. The quarterly incentive fee paid to Tamiso equals 17% of the New
High Net Trading Profits as compared to 20% of the New High Net Trading Profits

<PAGE>
paid to Willowbridge. The general partner retains the authority to override
trading instructions that violate the Registrant's trading policies.

General Partner and its Affiliates

The general partner of the Registrant is Seaport Futures Management, Inc.
(the 'General Partner'), which is an affiliate of Prudential Securities
Incorporated ('PSI'), the Registrant's commodity broker. Both the General
Partner and PSI are wholly owned subsidiaries of Prudential Securities Group
Inc. ('PSGI'). The General Partner is required to maintain at least a one
percent interest in the Registrant as long as it is acting as the Registrant's
General Partner.

Competition

The General Partner has formed and may continue to form various entities to
engage in the speculative trading of futures, forward and options contracts
which, in part, have certain of the same investment policies as the Registrant.

The Registrant is a closed-end fund which does not currently, and does not
intend in the future to, solicit the sale of additional units. As such, the
Registrant does not compete with other entities to attract new fund
participants. However, to the extent that the trading managers recommend similar
or identical trades to the Registrant and other accounts which they manage, the
Registrant may compete with those accounts for the execution of the same or
similar trades.

Employees

The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partner and its affiliates pursuant
to the Partnership Agreement as further discussed in Notes A, C and D to the
Registrant's annual report to limited partners for the year ended December 31,
1999 ('Registrant's 1999 Annual Report') which is filed as an exhibit hereto.

Item 2. Properties

The Registrant does not own or lease any property.

Item 3. Legal Proceedings

There are no material legal proceedings pending by or against the Registrant
or the General Partner.

Item 4. Submission of Matters to a Vote of Limited Partners

None

PART II

Item 5. Market for the Registrant's Units and Related Limited Partner Matters

Information with respect to the offering of Units is incorporated by
reference to Note A to the Registrant's 1999 Annual Report, which is filed as an
exhibit hereto.

A significant secondary market for the Units has not developed, and it is not
expected that one will develop in the future. There are also certain
restrictions set forth in the Partnership Agreement limiting the ability of a
partner to transfer Units. The Partnership Agreement does, however, provide that
a limited partner may redeem its units as of the last business day of any full
calendar quarter at the then current net asset value per Unit. Consequently,
holders of Units may not be able to liquidate their investments in the event of
an emergency or any other reason.

There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement. No distributions have been made since inception and no
distributions are anticipated in the future.

As of March 21, 2000, there were 724 holders of record owning 73,843.467
OptiMax Units which include 739 units of general partnership interest.

<PAGE>
Item 6. Selected Financial Data

The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 12 of the Registrant's 1999
Annual Report which is filed as an exhibit hereto.

As more fully discussed in Item 1 Business, through March 31, 1996, limited
partners owned Class A Units and/or Class B Units and, accordingly, separate
financial data is presented for Class A Units and Class B Units through such
date. On April 1, 1996, each Class A Unit was exchanged into one new OptiMax
Unit and each Class B Unit was exchanged into .99467 new OptiMax Unit.
Accordingly, all references to per unit data in prior periods have been
restated. In accordance with the Partnership Agreement, combined financial
statements for the Class A and Class B Units are presented in the 'Combined
Units' columns and collectively, with the OptiMax Units, in the 'Total Units'
columns.
<TABLE>
<CAPTION>
OptiMax Units
--------------------------------------------
Year ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Total revenues (including interest)...................... $ 720,601 $ 5,493,048 $ 4,802,183
------------ ------------ ------------
------------ ------------ ------------
Net income (loss)........................................ $(1,063,081 ) $ 2,654,129 $ 2,422,998
------------ ------------ ------------
------------ ------------ ------------
Net income (loss) per weighted average OptiMax Unit...... $ (13.36 ) $ 29.85 $ 24.91
------------ ------------ ------------
------------ ------------ ------------
Total assets............................................. $14,258,375 $16,850,755 $16,006,910
------------ ------------ ------------
------------ ------------ ------------
Net asset value per OptiMax Unit......................... $ 182.70 $ 196.79 $ 167.43
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

<TABLE>
<CAPTION>
Nine Months
ended Three Months
December 31, ended Year ended
1996 March 31, December 31,
------------ 1996 1996
OptiMax -------------------------- --------------
Units A Units B Units Total Units
------------ ----------- ----------- --------------
<S> <C> <C> <C> <C>
Total revenues (including interest).......... $ 3,217,314 $ 267,967 $ 35,806 $ 3,521,087
------------ ----------- ----------- --------------
------------ ----------- ----------- --------------
Net income (loss)............................ $ 1,651,464 $ (68,148) $ (32,283) $ 1,551,033
------------ ----------- ----------- --------------
------------ ----------- ----------- --------------
Net income (loss) per weighted average
unit....................................... $ 14.85 $ (.52) $ (2.07)
------------ ----------- -----------
------------ ----------- -----------
Total assets................................. $ 15,537,123
--------------
--------------
Net asset value per OptiMax Unit............. $ 142.51
--------------
--------------
</TABLE>

<TABLE>
<CAPTION>
Year ended December 31, 1995
-----------------------------------------
<S> <C> <C> <C>
Combined
A Units B Units Units
----------- ----------- -----------
Total revenues (including interest)...................... $ 2,686,951 $ 448,357 $ 3,135,308
----------- ----------- -----------
----------- ----------- -----------
Net income............................................... $ 1,245,756 $ 159,073 $ 1,404,829
----------- ----------- -----------
----------- ----------- -----------
Net income per weighted average Unit..................... $ 8.40 $ 8.70
----------- -----------
----------- -----------
Total assets............................................. $17,831,277 $ 2,186,780 $20,018,057
----------- ----------- -----------
----------- ----------- -----------
Net asset value per Unit................................. $ 128.12 $ 129.67 $ 128.29
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
5
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

This information is incorporated by reference to pages 14 through 17 of the
Registrant's 1999 Annual Report which is filed as an exhibit hereto.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information regarding quantitative and qualitative disclosures about market
risk is not required pursuant to Item 305(e) of Regulation S-K.

Item 8. Financial Statements and Supplementary Data

The financial statements are incorporated by reference to pages 2 through 12
of the Registrant's 1999 Annual Report which is filed as an exhibit hereto.

Supplementary data specified by Item 302 of Regulation S-K (selected
quarterly financial data) is not applicable.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None

PART III

Item 10. Directors and Executive Officers of the Registrant

There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partner.

The General Partner's directors and executive officers, and any persons
holding more than 10% of the Registrant's Units ('Ten Percent Owners') are
required to report their initial ownership of such Units and any subsequent
changes in that ownership to the Securities and Exchange Commission on Forms 3,
4 or 5. Such executive officers, directors and Ten Percent Owners are required
by Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 and 5 they file. All of these filing requirements were
satisfied on a timely basis. In making these disclosures, the Registrant has
relied solely on written representations of the General Partner's directors and
executive officers and Ten Percent Owners or copies of the reports that they
have filed with the Securities and Exchange Commission during and with respect
to its most recent fiscal year.

The directors and executive officers of Seaport Futures Management, Inc. and
their positions with respect to the Registrant are as follows:

Name Position
Eleanor L. Thomas President and Director
Joseph A. Filicetti Executive Vice President and Director
Barbara J. Brooks Chief Financial Officer
Steven Carlino Vice President and Treasurer
Alan J. Brody Director
A. Laurence Norton, Jr. Director
Guy S. Scarpaci Director
Tamara B. Wright Senior Vice President and Director

ELEANOR L. THOMAS, age 45, is the President and a Director of Seaport Futures
Management, Inc. and is the Executive Vice President and a Director of
Prudential Securities Futures Management Inc. She is primarily responsible for
origination, asset allocation, and due diligence for the managed futures
department within PSI. She is also a First Vice President of PSI. Prior to
joining PSI in March 1993, she was with MC Baldwin Financial Company from June
1990 through February 1993 and Arthur Andersen & Co. from 1986 through May 1990.
Ms. Thomas is a certified public accountant.

<PAGE>
JOSEPH A. FILICETTI, age 37, is the Executive Vice President and a Director of
Seaport Futures Management, Inc. He had been a Vice President of Seaport Futures
Management, Inc. and Prudential Securities Futures Management Inc. from October
1998 to March 1999. In April 1999, Mr. Filicetti was named to his current
positions at Seaport Futures Management, Inc. and became the President and a
Director of Prudential Securities Futures Management Inc. Mr. Filicetti is also
a Vice President of PSI and the Director of Sales and Marketing for its managed
futures department. Prior to joining PSI, Mr. Filicetti was with Rotella Capital
Management as Director of Sales and Marketing from September 1996 through
September 1998, and was with Merrill Lynch as a market maker trading bonds from
July 1992 to August 1996.

BARBARA J. BROOKS, age 51, is the Chief Financial Officer of Seaport Futures
Management, Inc. She is a Senior Vice President of PSI. She is also the Chief
Financial Officer of Prudential Securities Futures Management Inc. and serves in
various capacities for other affiliated companies. She has held several
positions within PSI since April 1983. Ms. Brooks is a certified public
accountant.

STEVEN CARLINO, age 36, is a Vice President and Treasurer of Seaport Futures
Management, Inc. He is a First Vice President of PSI. He is also a Vice
President and Treasurer of Prudential Securities Futures Management Inc. and
serves in various capacities for other affiliated companies. Prior to joining
PSI in October 1992, he was with Ernst & Young for six years. Mr. Carlino is a
certified public accountant.

ALAN J. BRODY, age 48 is a Director of Seaport Futures Management, Inc. and
Prudential Securities Futures Management Inc. Mr. Brody has been a Senior Vice
President and Director of International Sales and Marketing for PSI since 1996.
Based in London, Mr. Brody is currently responsible for the marketing and sales
of all PSI products and services to international clientele throughout the
firm's global branch system. Additionally, Mr. Brody has overall responsibility
for the managed futures department within PSI. Prior to joining PSI, Mr. Brody
was an Executive Director and Senior Vice President with Lehman Brothers'
Financial Services Division in London and President of Lehman Brothers Futures
Asset Management Corp. from 1990 to 1996. Prior to joining Lehman Brothers, Mr.
Brody served as President and Chief Executive Officer of Commodity Exchange,
Inc. from 1980 to 1989. Earlier in his career, Mr. Brody was associated with the
law firm of Baer Marks and Upham from 1977 to 1980.

A. LAURENCE NORTON, JR., age 61, is a Director of Seaport Futures Management,
Inc. He is an Executive Vice President of PSI and, since March 1994, has been
the director of the International and Futures Divisions of PSI. He is also a
Director of Prudential Securities Futures Management Inc. and is a member of
PSI's Operating Committee. From October 1991 to March 1994, he held the position
of Executive Director of Retail Development and Retail Strategies at PSI. Prior
to joining PSI in 1991, Mr. Norton was a Senior Vice President and Branch
Manager of Shearson Lehman Brothers.

GUY S. SCARPACI, age 53, is a Director of Seaport Futures Management, Inc. He is
a First Vice President of the Futures Division of PSI. He is also a Director of
Prudential Securities Futures Management Inc. Mr. Scarpaci has been employed by
PSI in positions of increasing responsibility since August 1974.

TAMARA B. WRIGHT, age 41, is a Senior Vice President and Director of Seaport
Futures Management, Inc. She is a Senior Vice President and Chief Administrative
Officer for the International and Futures Divisions of PSI. She is also a Senior
Vice President and Director of Prudential Securities Futures Management Inc. and
serves in various capacities for other affiliated companies. Prior to joining
PSI in July 1988, she was a manager with Price Waterhouse.

Effective April 1999, Eleanor L. Thomas and Joseph A. Filicetti were elected
as Directors of both Prudential Securities Futures Management Inc. and Seaport
Futures Management, Inc. In addition, Ms. Thomas was elected as President of
Seaport Futures Management, Inc. replacing Thomas M. Lane, Jr. and Mr. Filicetti
was elected as the Executive Vice President of Seaport Futures Management, Inc.
Additionally, Alan J. Brody was elected as a Director of Seaport Futures
Management, Inc. and Prudential Securities Futures Management Inc. during May
1999.

There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.

7
<PAGE>
Item 11. Executive Compensation

The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partner for their
services. Certain directors and officers of the General Partner receive
compensation from affiliates of the General Partner, not from the Registrant,
for services performed for various affiliated entities, which may include
services performed for the Registrant; however, the General Partner believes
that any compensation attributable to services performed for the Registrant is
immaterial. (See also Item 13, Certain Relationships and Related Transactions,
for information regarding compensation to the General Partner.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

As of March 21, 2000, no director or officer of the General Partner owns
directly or beneficially any interest in the voting securities of the General
Partner.

As of March 21, 2000, no director or officer of the General Partner owns
directly or beneficially any of the units issued by the Registrant.

As of March 21, 2000, one owner of limited partnership units beneficially
owns more than five percent (5%) of the limited partnership units of the
Registrant as follows:

<TABLE>
<CAPTION>
Name and Address Amount
of and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- ------------------------ ------------------------ ------------------------ -----------
<S> <C> <C> <C>
units of limited Carmella Gonzalez 7,360 OptiMax Units 10%
partnership interest 13125 East Freeway
Houston, Texas
77015-5803
</TABLE>

Item 13. Certain Relationships and Related Transactions

The Registrant has and will continue to have certain relationships with the
General Partner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or officers of the General
Partner.

Reference is made to Notes A, C and D to the financial statements of the
Registrant's 1999 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services.

<PAGE>
PART IV

<TABLE>
<CAPTION>
Page in
Annual Report
<C> <S> <C>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Financial Statements and Report of Independent
Accountants--incorporated by reference to the Registrant's 1999 Annual
Report which is filed as an exhibit hereto
Report of Independent Accountants 2
Financial Statements:
Statements of Financial Condition--December 31, 1999 and 1998 3
Statements of Operations--Three years ended December 31, 1999 4
Statements of Changes in Partners' Capital--Three years ended December
31, 1999 5
Notes to Financial Statements 6
2. Financial Statement Schedules
All schedules have been omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.
3. Exhibits
1.1 Underwriting Agreement, dated November 5, 1990, between the Registrant,
Seaport Futures Management, Inc. and Prudential-Bache Securities Inc.
(incorporated by reference to Exhibit 1.1 of the Registrant's Annual
Report to Limited Partners for the year ended December 31, 1990 on Form
10-K)
3.1 Agreement of Limited Partnership of the Registrant, dated as of
and November 5, 1990, as amended (incorporated by reference to Exhibit A to
4.1 the 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)
10.1 Escrow Agreement, dated November 5, 1990 among the Registrant, Seaport
Futures Management, Inc., Prudential-Bache Securities Inc. and Bankers
Trust Company (incorporated by reference to Exhibit 10.1 of the
Registrant's Annual Report to Limited Partners on Form 10-K for the
year ended December 31, 1990)
10.2 Brokerage Agreement dated February 15, 1991 between the Registrant and
Prudential-Bache Securities Inc. (incorporated by reference to Exhibit
10.2 of the Registrant's Annual Report to Limited Partners on Form 10-K
for the year ended December 31, 1990)
10.3 Advisory Agreement dated November 5, 1990 among the Registrant, Seaport
Futures Management, Inc., Campbell & Company Management, Inc., Chesa-
peake Capital Corporation and Reynwood Trading Corporation
(incorporated by reference to Exhibit 10.3 of the Registrant's Annual
Report to Limited Partners on Form 10-K for the year ended December 31,
1990)
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
10.5 Representation Agreement Concerning the Registration Statement and the
Prospectus, dated November 5, 1990 among the Registrant, Seaport
Futures Management, Inc., Prudential-Bache Securities Inc., Campbell &
Company, Inc., Chesapeake Capital Corporation and Reynwood Trading
Corporation (incorporated by reference to Exhibit 10.5 of the
Registrant's Annual Report to Limited Partners on Form 10-K for the
year ended December 31, 1990)
10.6 Net Worth Agreement, dated November 5, 1990 between Seaport Futures
Management, Inc. and Prudential Securities Group Inc. (incorporated by
reference to Exhibit 10.6 of the Registrant's Annual Report to Limited
Partners on Form 10-K for the year ended December 31, 1990)
10.7 Letter of Credit and Reimbursement Agreement dated November 5, 1990 be-
tween the Registrant, Seaport Futures Management, Inc., Prudential
Securities Group Inc. and Citibank, N.A. (incorporated by reference to
Exhibit 10.7 of the Registrant's Annual Report to Limited Partners on
Form 10-K for the year ended December 31, 1990)
10.8 Secured Demand Note Collateral Agreement dated February 15, 1991
between Seaport Futures Management, Inc. and Prudential Securities
Group Inc. (incorporated by reference to Exhibit 10.8 of the
Registrant's Annual Report to Limited Partners on Form 10-K for the
year ended December 31, 1990)
10.9 Amendment No. 1 to Letter of Credit and Reimbursement Agreement dated
March 28, 1991 between the Registrant, Seaport Futures Management,
Inc., Prudential Securities Group Inc. and Citibank, N.A. (incorporated
by reference to Exhibit 10 of the Quarterly Report on Form 10-Q for the
period ended March 31, 1993)
10.10 Amendment No. 2 to Letter of Credit and Reimbursement Agreement dated
April 15, 1993 between the Registrant, Citibank, N.A., Seaport Futures
Management, Inc. and Prudential Securities Group Inc. (incorporated by
reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1993)
10.11 Addendum to Advisory Agreement dated December 1, 1994 between the
Registrant, Seaport Futures Management, Inc. and Chesapeake Capital
Corporation (incorporated by reference to Exhibit 10.11 of the
Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 1995)
10.12 Advisory Agreement dated July 17, 1995 between the Registrant, Seaport
Futures Management, Inc. and Willowbridge Associates Inc. (incorporated
by reference to Exhibit 10.12 of the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1995)
10.13 Advisory Agreement dated April 1, 1996 between the Registrant, Seaport
Futures Management, Inc. and Robert M. Tamiso (incorporated by
reference to Exhibit 10.13 of the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1996)
10.14 Advisory Agreement dated April 1, 1996 between the Registrant, Seaport
Futures Management, Inc. and Hyman Beck & Company, Inc. (incorporated
by reference to Exhibit 10.14 of the Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 1996)
10.15 Form of Foreign Currency Addendum to Brokerage Agreement between the
Registrant and Prudential Securities Incorporated (incorporated by
reference to Exhibit 10.15 of the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1996)
</TABLE>

10
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
10.16 Advisory Agreement dated May 15, 1997 between the Registrant, Seaport
Futures Management, Inc. and Eagle Trading Systems, Inc. (incorporated
by reference to Exhibit 10.16 of the Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 1997)
13 Registrant's 1999 Annual Report (with the exception of the information
and data incorporated by reference in Items 5, 7 and 8 of this Annual
Report on Form 10-K, no other information or data appearing in the
Registrant's 1999 Annual Report is to be deemed filed as part of this
report) (filed herewith)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
</TABLE>
11
<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.

Prudential-Bache OptiMax Futures Fund, L.P.

By: Seaport Futures Management, Inc.
A Delaware corporation, General Partner

By: /s/ Steven Carlino Date: March 30, 2000
---------------------------------------
Steven Carlino
Vice President and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partner) and on
the dates indicated.

By: Seaport Futures Management, Inc.
A Delaware corporation, General Partner

By: /s/ Eleanor L. Thomas Date: March 30, 2000
--------------------------------------
Eleanor L. Thomas
President and Director

By: /s/ Joseph A. Filicetti Date: March 30, 2000
---------------------------------------
Joseph A. Filicetti
Executive Vice President and Director

By: /s/ Barbara J. Brooks Date: March 30, 2000
---------------------------------------
Barbara J. Brooks
Chief Financial Officer

By: /s/ Steven Carlino Date: March 30, 2000
--------------------------------------
Steven Carlino
Vice President and Treasurer

By: /s/ Alan J. Brody Date: March 30, 2000
--------------------------------------
Alan J. Brody
Director

By: Date:
---------------------------------------
A. Laurence Norton, Jr.
Director
By: /s/ Guy S. Scarpaci Date: March 30, 2000
---------------------------------------
Guy S. Scarpaci
Director
By: Date:
---------------------------------------
Tamara B. Wright
Senior Vice President and Director

<PAGE>
1999
- --------------------------------------------------------------------------------
Prudential-Bache Annual
OptiMax Futures Fund, L.P. Report

<PAGE>
LETTER TO LIMITED PARTNERS FOR
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.

1
<PAGE>
PricewaterhouseCoopers (LOGO)

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone (212) 596 8000
Facsimile (212) 596 8910

Report of Independent Accountants

To the General Partner and
Limited Partners of
Prudential-Bache OptiMax Futures Fund, L.P.

In our opinion, the accompanying statements of financial condition and the
related statements of operations and changes in partners' capital present
fairly, in all material respects, the financial position of Prudential-Bache
OptiMax Futures Fund at December 31, 1999 and 1998, and the results of its
operations for each of the three years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the General Partner; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by the General Partner, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expresssed above.

/s/ PricewaterhouseCoopers LLP
January 28, 2000

2
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
-----------------------------
<S> <C> <C>
1999 1998
- -----------------------------------------------------------------------------------------------------
ASSETS
Cash $ 2,984,501 $ 3,691,861
U.S. Treasury bills, at amortized cost 10,363,288 12,336,668
Net unrealized gain on open futures contracts 910,586 822,226
------------ ------------
Total assets $14,258,375 $16,850,755
------------ ------------
------------ ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable $ 435,781 $ 230,441
Net unrealized loss on open forward contracts 212,717 237,698
Accrued expenses 94,341 70,377
Management fees payable 23,250 27,570
Other transaction fees payable 778 1,260
------------ ------------
Total liabilities 766,867 567,346
------------ ------------
Commitments
Partners' capital
Limited partners (73,104.467 and 81,916.579 OptiMax Units
outstanding) 13,356,495 16,120,466
General partner (739 and 828 OptiMax Units outstanding) 135,013 162,943
------------ ------------
Total partners' capital 13,491,508 16,283,409
------------ ------------
Total liabilities and partners' capital $14,258,375 $16,850,755
------------ ------------
------------ ------------
Net asset value per limited and general partnership unit (the
'OptiMax Units') $ 182.70 $ 196.79
------------ ------------
------------ ------------
- -----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
3

<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------
<S> <C> <C> <C>
1999 1998 1997
- ----------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions $ 73,503 $5,398,731 $3,646,141
Change in net unrealized gain/loss on open commodity
positions 113,341 (510,717) 571,523
Interest from U.S. Treasury bills 533,757 605,034 584,519
----------- ---------- ----------
720,601 5,493,048 4,802,183
----------- ---------- ----------

EXPENSES
Commissions 1,242,436 1,296,436 1,191,476
Other transaction fees 39,484 71,761 62,540
Management fees 309,746 345,315 338,498
Incentive fees 59,653 1,012,240 609,850
General and administrative 132,363 113,167 176,821
----------- ---------- ----------
1,783,682 2,838,919 2,379,185
----------- ---------- ----------
Net income (loss) $(1,063,081) $2,654,129 $2,422,998
----------- ---------- ----------
----------- ---------- ----------
ALLOCATION OF NET INCOME (LOSS)
Limited partners $(1,052,435) $2,627,581 $2,398,743
----------- ---------- ----------
----------- ---------- ----------
General partner $ (10,646) $ 26,548 $ 24,255
----------- ---------- ----------
----------- ---------- ----------
NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND
GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average limited and
general partnership unit $ (13.36) $ 29.85 $ 24.91
----------- ---------- ----------
----------- ---------- ----------
Weighted average number of limited and general
partnership units outstanding 79,547 88,924 97,287
----------- ---------- ----------
----------- ---------- ----------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
4

<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<CAPTION>
OPTIMAX LIMITED GENERAL
UNITS PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1996 100,338.759 $14,155,921 $143,080 $14,299,001
Net income -- 2,398,743 24,255 2,422,998
Redemptions (7,249.098) (1,124,341) (11,456) (1,135,797)
------------ ----------- -------- -----------
Partners' capital--December 31, 1997 93,089.661 15,430,323 155,879 15,586,202
Net income -- 2,627,581 26,548 2,654,129
Redemptions (10,345.082) (1,937,438) (19,484) (1,956,922)
------------ ----------- -------- -----------
Partners' capital--December 31, 1998 82,744.579 16,120,466 162,943 16,283,409
Net loss -- (1,052,435) (10,646) (1,063,081)
Redemptions (8,901.112) (1,711,536) (17,284) (1,728,820)
------------ ----------- -------- -----------
Partners' capital--December 31, 1999 73,843.467 $13,356,495 $135,013 $13,491,508
------------ ----------- -------- -----------
------------ ----------- -------- -----------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
5
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS

A. General

Prudential-Bache OptiMax Futures Fund, L.P. (the 'Partnership') is a Delaware
limited partnership formed on July 12, 1990 to engage in the speculative trading
of commodity futures, forward and options contracts. The Partnership will
terminate on December 31, 2010 unless ended sooner under the provisions of the
Agreement of Limited Partnership, as amended (the 'Partnership Agreement').
These provisions, as set forth in Article XVII of the Partnership Agreement
include, but are not limited to, the dissolution of the Partnership if the
Partnership's net asset value declines to less than $10 million as of the end of
any business day. On February 15, 1991, the Partnership completed its offering
of units and raised $64,000,000 of Class A units and $6,309,500 of Class B units
from the sale of 633,563 Class A and 62,470 Class B units of limited partnership
interest and 6,437 Class A and 625 Class B units of general partnership interest
and commenced operations.

Through March 31, 1996, the Partnership maintained two classes (each a
'Class') of units. Class A units provided a downside protection for a period of
approximately five years by investing 40% of its assets in U.S. Treasury bills,
zero coupon bonds and a Guaranteed Investment Contract ('Reserve Assets').
Additionally, an irrevocable letter of credit was issued in favor of the
Partnership by Citibank, N.A. and was intended to provide added protection to
the Class A units against loss of their initial investment as of April 1, 1996.
The remaining assets of the Class A units and 100% of the Class B units were
committed to commodities trading. On April 1, 1996, when the letter of credit
expired and proceeds from the maturity of the Reserve Assets were committed to
commodities trading, the general partner merged the Class A units and Class B
units in accordance with the Partnership Agreement into a newly created Class of
units called the OptiMax Units.

The general partner of the Partnership is Seaport Futures Management, Inc.
(the 'General Partner') which is an affiliate of Prudential Securities
Incorporated ('PSI'), the Partnership's commodity broker. Both the General
Partner and PSI are wholly owned subsidiaries of Prudential Securities Group
Inc. ('PSGI'). The General Partner is required to maintain at least a one
percent interest in the Partnership as long as it is acting as the Partnership's
general partner.

The General Partner generally maintains not less than 75% of the
Partnership's net asset value in interest-bearing U.S. Government obligations
(primarily U.S. Treasury bills), a significant portion of which is utilized for
margin purposes for the Partnership's commodity trading activities. The
remaining 25% of the Partnership's net asset value is held in cash in the
Partnership's commodity trading accounts.

All trading decisions for the Partnership are currently being made by Eagle
Trading Systems, Inc. ('Eagle'), Robert M. Tamiso ('Tamiso') and Hyman Beck &
Company, Inc. ('Hyman Beck'). Effective May 1, 1997, all assets managed by
Chesapeake Capital Corporation ('Chesapeake') were reallocated to Eagle pursuant
to its Eagle-Global System trading program. The monthly management fee paid to
Eagle equals 1/6 of 1% (a 2% annual rate) of its net asset value as compared to
5/24 of 1% (a 2.5% annual rate) paid to Chesapeake. The quarterly incentive fee
paid to Eagle equals 23% of the New High Net Trading Profits (as defined in the
Advisory Agreement among the Partnership, the General Partner and Eagle) as
compared to 17% of the New High Net Trading Profits paid to Chesapeake. During
July 1998, Willowbridge Associates Inc. ('Willowbridge') ceased to serve as a
trading manager to the Partnership. All assets previously managed by
Willowbridge were reallocated to Tamiso. The monthly management fee paid to
Tamiso equals 1/6 of 1% (a 2% annual rate) of its net asset value as compared to
1/4 of 1% (a 3% annual rate) paid to Willowbridge. The quarterly incentive fee
paid to Tamiso equals 17% of the New High Net Trading Profits as compared to 20%
of the New High Net Trading Profits paid to Willowbridge. The General Partner
retains the authority to override trading instructions that violate the
Partnership's trading policies.

B. Summary of Significant Accounting Policies

Basis of accounting

The financial statements of the Partnership are prepared in accordance with
generally accepted accounting principles.

6
<PAGE>
The preparation of financial statements in conformity with generally accepted
accounting principles requires the General Partner to make estimates and
assumptions that affect the reported amounts of liabilities at the date of the
financial statements and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.

Commodity futures and forward transactions are reflected in the accompanying
statements of financial condition on trade date. The difference between the
original contract amount and market value of futures and forward contracts is
reflected as net unrealized gain or loss. The market value of each contract is
based upon the closing quotation on the exchange, clearing firm or bank on, or
through, which the contract is traded.

To the extent practicable, the Partnership invests a significant portion of
its net asset value in U.S. Treasury bills which are often used to fulfill
margin requirements. U.S. Treasury bills are carried at amortized cost, which
approximates market. Interest on U.S. Treasury bills accrues for the benefit of
the Partnership.

The weighted average number of limited and general partnership units
outstanding was computed for purposes of disclosing net income (loss) per
weighted average limited and general partnership unit. The weighted average
limited and general partnership units are equal to the number of units
outstanding at year end, adjusted proportionately for the units redeemed based
on their respective time outstanding during such year.

The Partnership has elected not to provide a Statement of Cash Flows as
permitted by Statement of Financial Accounting Standards No. 102, 'Statement of
Cash Flows--Exemption of Certain Enterprises and Classification of Cash Flows
from Certain Securities Acquired for Resale.'

Certain balances from the prior year have been reclassified to conform with
the current financial statement presentation.

Income taxes

The Partnership is not required to provide for, or pay, any Federal or state
income taxes. Income tax attributes that arise from the Partnership's operations
are passed directly to the individual partners. The Partnership may be subject
to other state and local taxes in jurisdictions in which it operates.

Profit and loss allocations, distributions and redemptions

Net realized profits or losses for tax purposes are allocated first to
partners who redeem units to the extent the amounts received on redemption are
greater than or are less than the amounts paid for the redeemed units by the
partners. Net realized profits or losses remaining after these allocations are
allocated to each partner in proportion to such partner's capital account at
year-end. Net income or loss for financial reporting purposes is allocated
quarterly to all partners on a pro rata basis based on each partner's number of
units outstanding during the quarter.

Distributions (other than redemptions of units) are made at the sole
discretion of the General Partner on a pro rata basis in accordance with the
respective capital accounts of the partners. No distributions have been made
since inception.

The Partnership Agreement provides that a partner may redeem its units as of
the last business day of any full calendar quarter at the then current net asset
value per unit.

Accounting for Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ('SFAS') No. 133, Accounting for Derivative
Instruments and Hedging Activities, which the Partnership adopted effective
October 1, 1999. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and for hedging activities and requires that an entity
recognize all derivatives as assets or liabilities measured at fair value. SFAS
No. 133 supersedes SFAS No. 119, Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments and SFAS No. 105, Disclosure
of Information about Financial Instruments with Off-Balance Sheet Risk and
Financial Instruments with Concentrations of Credit Risk which required the
disclosure of average aggregate fair values and contract/notional values,
respectively, of derivative financial instruments for an entity like the
Partnership which carries its assets at fair value. The General Partner does not
believe the adoption of SFAS No. 133 has a material effect on the carrying value
of assets and liabilities within the financial statements.

7
<PAGE>
C. Costs, Fees and Expenses

Commissions

The General Partner, on behalf of the Partnership, entered into an agreement
with PSI to act as commodity broker for the Partnership. The Partnership pays
PSI commissions at a rate of 2/3 of 1% per month (an 8% annual rate) of the
Partnership's net asset value as of the first day of each month. In addition,
the Partnership is obligated to pay the National Futures Association, floor
brokerage, exchange and clearing fees incurred in connection with the
Partnership's commodity trading activities.

Management and incentive fees

The Partnership pays each trading manager a monthly management fee of 1/6 of
1% (a 2% annual rate) of the portion of the net asset value allocated to each
trading manager as of the end of each month.

In addition, the Partnership pays each trading manager a quarterly incentive
fee ranging from 17% to 23% of the 'New High Net Trading Profits' generated by
each trading manager (as defined in the Advisory Agreements among the
Partnership, the General Partner and each trading manager).

See Note A for further information concerning changes to management and
incentive fees during 1998 and 1997.

General and administrative expenses

In addition to the costs, fees and expenses previously discussed, the
Partnership reimburses the General Partner and its affiliates for actual
Partnership operating expenses payable by, or allocable to, the Partnership. The
amount of reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. The Partnership also pays amounts directly to unrelated
parties for certain operating expenses.

D. Related Parties

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 years ended December 31, 1999,
1998 and 1997 were:

<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Commissions $1,242,436 $1,296,436 $1,191,476
General and administrative 60,703 65,324 80,720
---------- ---------- ----------
$1,303,139 $1,361,760 $1,272,196
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

Expenses payable to the General Partner and its affiliates (which are
included in accrued expenses) as of December 31, 1999 and 1998 were $40,493 and
$15,295, respectively.

The Partnership's assets are maintained either in trading or cash accounts
with PSI, the Partnership's commodity broker, 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.

8
<PAGE>
E. Income Taxes

The following is a reconciliation of net income (loss) for financial
reporting purposes to net income (loss) for tax reporting purposes for the years
ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
1999 1998 1997
----------- ---------- ----------
<S> <C> <C> <C>
Net income (loss) per financial statements $(1,063,081) $2,654,129 $2,422,998
Change in unrealized gain/loss on nonregulated
commodity positions (320,108) (285,928) 85,051
----------- ---------- ----------
Tax basis net income (loss) $(1,383,189) $2,368,201 $2,508,049
----------- ---------- ----------
----------- ---------- ----------
</TABLE>

The differences between the tax and book bases of partners' capital are
attributable primarily to the cumulative effect of the book to tax income
adjustments.

F. Credit and Market Risk

Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level or 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 unrealized gain (loss)
on open commodity positions reflected in the statements of financial condition.
The Partnership's exposure to market risk is influenced by a number of factors
including the relationships among the contracts held by the Partnership as well
as the liquidity of the markets in which the contracts are traded.

Futures and options contracts are traded on organized exchanges and are thus
distinguished from forward contracts which are entered into privately by the
parties. The credit risks associated with futures and options contracts are
typically perceived to be less than those associated with forward contracts
because exchanges typically provide clearinghouse arrangements in which the
collective credit (subject to certain limitations) of the members of the
exchanges is pledged to support the financial integrity of the exchange. On the
other hand, the Partnership must rely solely on the credit of its broker (PSI)
with respect to forward transactions. The Partnership presents unrealized gains
and losses on open forward positions as a net amount in the statements of
financial condition because it has a master netting agreement with PSI.

The General Partner attempts to minimize both credit and market risks by
requiring the Partnership and its 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. Additionally, pursuant
to the Advisory Agreements among the Partnership, the General Partner and each
trading manager, a trading manager will automatically be terminated if the net
asset value allocated to that trading manager declines by 33 1/3% since the
first day of any calendar year or since the initial allocation of assets to that
trading manager. Furthermore, the Agreement of Limited Partnership provides that
the Partnership will liquidate its positions, and eventually dissolve, if the
Partnership experiences a decline in the net asset value of 50% since the
commencement of trading activities. In each case, the decline in the net asset
value is after giving effect for distributions and redemptions. 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
December 31, 1999, such segregated assets totalled $8,028,726. Part 30.7 of the
CFTC regulations also requires PSI to secure assets of the Partnership related
to foreign futures and options

<PAGE>
trading which totalled $6,229,649 at December 31, 1999. There are no segregation
requirements for assets related to forward trading.

As of December 31, 1999, all open futures and forward contracts mature within
one year.

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). Gross contract amounts significantly
exceed future cash requirements as the Partnership intends to close out open
positions prior to settlement and thus is generally subject only to the risk of
loss arising from the change in the value of the contracts. As such, the
Partnership considers the 'fair value' of its futures and forward contracts to
be the net unrealized gain or loss on the contracts. Thus, the amount at risk
associated with counterparty nonperformance of all contracts is the net
unrealized gain included in the statements of financial condition. The market
risk associated with the Partnership's commitments to purchase commodities is
limited to the gross contract amounts involved, while the market risk associated
with its commitments to sell is unlimited since the Partnership's potential
involvement is to make delivery of an underlying commodity at the contract
price; therefore, it must repurchase the contract at prevailing market prices.

At December 31, 1998, gross contract amounts of open futures and forward
contracts were:

1998
------------
Stock Index Futures:
Commitments to purchase $ 245,410
Interest Rate Futures:
Commitments to purchase 45,301,774
Commitments to sell 50,274,885
Currency Futures:
Commitments to purchase 216,163
Commitments to sell 1,262,608
Currency Forwards:
Commitments to purchase 7,750,478
Commitments to sell 7,482,181
Commodity Futures:
Commitments to purchase 138,101
Commitments to sell 8,197,840

At December 31, 1999 and 1998, the fair value of open futures and forward
contracts was:

<TABLE>
<CAPTION>
1999 1998
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Assets Liabilities Assets Liabilities
------------ ------------ ------------ ------------
Futures Contracts:
Domestic exchanges
Interest rates $ 207,534 $ -- $ 175 $ 3,572
Stock indices 87,680 -- 3,225 --
Currencies 23,261 3,150 20,106 3,388
Commodities 12,827 24,975 97,898 22,075
Foreign exchanges
Interest rates 31,830 10,611 635,972 3,568
Stock indices 419,307 -- 8,536 --
Commodities 185,986 19,103 95,112 6,195
Forward Contracts:
Currencies 69,218 281,935 -- 237,698
------------ ------------ ------------ ------------
$1,037,643 $339,774 $861,024 $276,496
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

10
<PAGE>
The following table presents the average fair value of futures, forward and
options contracts during the year ended December 31, 1998.

<TABLE>
<CAPTION>
1998
------------------------------
<S> <C> <C>
Assets Liabilities
------------ ------------
Futures Contracts:
Domestic exchanges
Interest rates $ 121,530 $ 7,776
Stock indices 12,213 1,904
Currencies 205,413 27,874
Commodities 160,882 30,397
Foreign exchanges
Interest rates 489,348 28,700
Stock indices 31,619 6,869
Commodities 46,884 138,318
Forward Contracts:
Currencies 347,672 281,380
Commodities 9,756 13,365
Options Contracts:
Domestic exchanges
Interest rates 5,219 --
Currencies 3,175 --
Foreign exchanges
Interest rates 571 --
Commodities 1,116 --
------------ ------------
$1,435,398 $536,583
------------ ------------
------------ ------------
</TABLE>
11
<PAGE>
The following table presents trading revenues from futures, forward and
options contracts for the years ended December 31, 1998 and 1997, respectively:

<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Futures Contracts:
Domestic exchanges
Interest rates $ 928,969 $ 557,572
Stock indices (135,513) (296,710)
Currencies (355,979) 523,171
Commodities 263,362 335,196
Foreign exchanges
Interest rates 4,712,211 918,969
Stock indices (222,009) 194,240
Commodities (232,652) 141,588

Forward Contracts:
Currencies 212,300 1,985,427
Commodities (111,484) (14,860)

Options Contracts:
Domestic exchanges
Interest rates (90,705) 1,888
Stock indices -- (11,400)
Currencies (66,612) (56,626)
Commodities -- (10,356)
Foreign exchanges
Interest rates (8,148) (25,079)
Commodities (5,726) (25,356)
---------- ----------
$4,888,014 $4,217,664
---------- ----------
---------- ----------
</TABLE>
12
<PAGE>
- --------------------------------------------------------------------------------

I hereby affirm that, to the best of my knowledge and belief, the information
contained herein relating to Prudential-Bache OptiMax Futures Fund, L.P. is
accurate and complete.

SEAPORT FUTURES
MANAGEMENT, INC.
(General Partner)

By: Barbara J. Brooks
Chief Financial Officer
- --------------------------------------------------------------------------------

13
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
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. Through March 31, 1996, the Partnership maintained two classes
(each a 'Class') of units. Class A units provided a downside protection for a
period of approximately five years by investing 40% of its assets in U.S.
Treasury bills, zero coupon bonds and a Guaranteed Investment Contract ('Reserve
Assets'). Additionally, an irrevocable letter of credit was issued in favor of
the Partnership by Citibank, N.A. and was intended to provide added protection
to the Class A units against loss of their initial investment as of April 1,
1996. The remaining assets of the Class A units and 100% of the Class B units
were committed to commodities trading. On April 1, 1996, when the letter of
credit expired and proceeds from the maturity of the Reserve Assets were
committed to commodities trading, the general partner merged the Class A units
and Class B units in accordance with the Partnership Agreement into a newly
created Class of units called the OptiMax Units.

At December 31, 1999, a significant portion of the net asset value was held
in U.S. Treasury bills (which represented approximately 74% 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 continues 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. 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 Partnership's exposure to market risk is
influenced by a number of factors including the volatility of interest rates and
foreign currency exchange rates, the liquidity of the markets in which the
contracts are traded and the relationship among the contracts held. The inherent
uncertainty of the Partnership's speculative trading as well as the development
of drastic market occurrences could result in monthly losses considerably beyond
the Partnership's experience to date and could ultimately lead to a loss of all
or substantially all of investors' capital. The General Partner attempts to
minimize these risks by requiring the Partnership and its trading managers to
abide by various trading limitations and policies which include limiting margin
amounts, trading only in liquid markets and utilizing stop loss provisions. See
Note F to the financial statements for a further discussion on the credit and
market risks associated with the Partnership's futures and forward contracts.

The Partnership does not have, nor does it expect to have, any capital
assets.

Redemptions by limited partners recorded for the years ended December 31,
1999, 1998 and 1997 were $1,711,536, $1,937,438 and $1,124,341, respectively.
Additionally, redemptions by the General Partner recorded for the years ended
December 31, 1999, 1998 and 1997 were $17,284, $19,484 and $11,456,
respectively. Redemptions by limited partners and the General Partner recorded
from commencement of

<PAGE>
operations, February 15, 1991, through December 31, 1999 totalled $76,355,940
(including $816,522 General Partner redemptions). 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 as of the end of any business day,
the Partnership will dissolve.

Results of Operations

The net asset value per OptiMax Unit as of December 31, 1999 was $182.70, a
decrease of 7.16% from the December 31, 1998 net asset value per OptiMax Unit of
$196.79, which was an increase of 17.54% from the December 31, 1997 net asset
value per OptiMax Unit of $167.43. The MAR (Managed Account Reports) Fund/Pool
Index, which tracked the performance of 317 and 281 futures funds in 1999 and
1998, returned gains of 1.48% and 6.81%, respectively. Past performance is not
necessarily indicative of future results.

The Partnership's unfavorable performance in 1999 resulted from losses in the
metal, financial, and index sectors, offset by gains in the currency, energy,
grain, and soft sectors.

Volatility in the silver market throughout 1999 provided for significant
metal sector losses. Silver began the year with a rally, but events in
Yugoslavia forced a reversal. Into the second quarter silver failed to recognize
a trend. In September, the European Central Bank's (ECB) decision to limit both
gold sales and lending triggered strong movement in the gold market. Gold prices
rose to two year highs over a ten-day period, causing short positions to incur
losses for the Partnership. Silver moved in conjunction with gold as prices
rallied towards the end of the third quarter and into the fourth also generating
losses.

In the financial sector, profits earned in the second and third quarters were
not enough to offset losses in the first and fourth quarters. Volatility
throughout the interest rate markets in the first quarter forced many positions
to be closed at a loss. In the fourth quarter, global bond markets fell as a
resurgence of inflation and interest rate fears were initiated by consistently
strong U.S. economic data, evidence of rising inflation in Germany, and
increased oil prices. Long positions in European and Australian bonds incurred
losses.

Gains in the first half of the year outpaced losses in the second half for
the Partnership's currency sector positions. Short Swiss franc positions
profited in the first quarter and into the second quarter as a strong U.S.
economy caused the dollar to rise in value against it and most major currencies.
Additionally, the Swiss franc lost value versus the U.S. dollar in the second
quarter after losing its safe haven attraction as the war in Kosovo ended in
May. Short positions in the euro benefited the Partnership during the first half
of 1999. The euro fell in the first quarter amid a considerable slowdown in
European growth and speculation that the European Central Bank would have to cut
interest rates to smooth the transition to the new currency. A continuing strong
U.S. economy and deteriorating confidence drove the euro's slide into the second
quarter.

Second and third quarter gains made for a profitable energy sector in 1999.
Long positions, particularly crude oil and derivative products, provided gains
when prices rose as extremely hot U.S. weather drove increased utility demand
during June and following statements by Saudi Arabian and Mexican oil ministers
reporting a high degree of compliance with OPEC production cuts. These
production cuts continued to prove beneficial for the Partnership into the third
quarter.

Surpluses in the grain sector drove gains in short soybean and wheat
positions. Weak Asian demand during the first quarter and the alleviation in
August of drought-related supply concerns caused soybean prices to fall.

Interest income is earned on the Partnership's investment in U.S. Treasury
bills and varies monthly based on interest rates as well as the effect of
trading performance and redemptions on the level of funds available for
investment in U.S. Treasury bills. Weak trading performance during 1999, the
liquidation of U.S. Treasury bills for the payment of redemptions, and lower
interest rates during 1999 were the primary reasons for the decrease in interest
income from U.S. Treasury bills of approximately $71,000 for the year ended
December 31, 1999 as compared to 1998. The increase in interest income during
1998 versus 1997 of $21,000 was the result of strong trading performance during
1998, partially offset by the liquidation of U.S. Treasury bills for the payment
of redemptions.

Commissions are calculated on the net asset value on the first day of each
month and, therefore, vary due to trading performance and redemptions. Weak
trading performance and redemptions during 1999 resulted

<PAGE>
in a decrease of approximately $54,000 in commissions for the year ended
December 31, 1999 as compared to 1998. Commissions increased approximately
$105,000 for the year ended December 31, 1998 compared to 1997 due primarily to
strong trading performance in 1998, partially offset by redemptions.

Other transaction fees consist of National Futures Association, exchange and
clearing fees which are based on the number of trades the trading managers
execute, as well as which exchange, clearing firm or bank on, or through, which
the contract is traded. Other transaction fees decreased approximately $32,000
for the year ended December 31, 1999 as compared to 1998, but increased
approximately $9,000 for the year ended December 31, 1998 as compared to 1997
primarily due to fluctuations in trading volume.

Management fees are calculated on the portion of the net asset value
allocated to each trading manager at the end of each month, and, therefore, are
affected by trading performance and redemptions. Management fees decreased
$36,000 for the year ended December 31, 1999 as compared to 1998 primarily due
to lower monthly net asset values as a result of weak trading performance and
redemptions during 1999, as well as a reduction in the management fee rate from
a 3% annual rate to 2% on the portion of the net assets that were reallocated
from Willowbridge to Tamiso as discussed above. Management fees increased $7,000
for the year ended December 31, 1998 as compared to 1997 primarily due to the
effect of strong trading performance during 1998 offset, in part, by redemptions
and a reduction in the management fee rates paid to Tamiso and Eagle as compared
to Willowbridge and Chesapeake, respectively, as discussed above.

Incentive fees are based on the New High Net Trading Profits generated by
each trading manager, as defined in the Advisory Agreements among the
Partnership, the General Partner and each trading manager. Incentive fees of
$60,000, $1,012,000 and $610,000 were earned during the years ended December 31,
1999, 1998 and 1997, respectively. Although the Partnership ended 1999 with an
overall loss, incentive fees were earned by Tamiso from positive trading
performance during the first six months of 1999. The payment of these fees is
not contingent upon the future trading performance of the trading managers,
either collectively or individually, and therefore, is unaffected by the
Partnership's weak trading performance during the remainder of the year.

General and administrative expenses increased approximately $19,000 for the
year ended December 31, 1999 as compared to 1998. 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. General
and administrative expenses decreased by approximately $64,000 for the year
ended December 31, 1998 as compared to 1997 due, in part, to costs incurred
during the first quarter of 1997 relating to the expiration of the letter of
credit and the merger of the A and B units as discussed in Note A to the
financial statements.

Accounting for Derivative Instruments

16
<PAGE>
Year 2000 Risk

The arrival of year 2000 was much anticipated and raised serious concerns
about whether or not computer systems around the world would continue to
function properly and the degree of 'Year 2000 Problems' that would have to be
resolved.

The Partnership engages third parties to perform primarily all of the
services it needs and also relies on other third parties such as governments,
exchanges, clearinghouses, vendors and banks. The Partnership has not
experienced any material adverse impact on operations related to Year 2000
Problems. While the Partnership believes that it has mitigated its Year 2000
risk, the Partnership cannot guarantee that an as yet unknown Year 2000 failure
will not have a material adverse effect on the Partnership's operations.

Inflation

Inflation has had no material impact on operations or on the financial
condition of the Partnership from inception through December 31, 1999.

<PAGE>
OTHER INFORMATION

The actual round-turn equivalent of brokerage commissions paid per trade for
the year ended December 31, 1999 was $88.

The Partnership's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission is available to limited partners without charge upon written
request to:

Prudential-Bache OptiMax Futures Fund, L.P.
P.O. Box 2016
Peck Slip Station
New York, NY 10272-2016

18
<PAGE>
Peck Slip Station BULK RATE
P.O. Box 2016 U.S. POSTAGE
New York, NY 10272-2016 PAID
Automatic Mail

OPTIA/171976

<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>

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

<FISCAL-YEAR-END> Dec-31-1999

<PERIOD-START> Jan-1-1999

<PERIOD-END> Dec-31-1999

<PERIOD-TYPE> 12-Mos

<CASH> 2,984,501

<SECURITIES> 11,273,874

<RECEIVABLES> 0

<ALLOWANCES> 0

<INVENTORY> 0

<CURRENT-ASSETS> 14,258,375

<PP&E> 0

<DEPRECIATION> 0

<TOTAL-ASSETS> 14,258,375

<CURRENT-LIABILITIES> 766,867

<BONDS> 0

<COMMON> 0

<OTHER-SE> 13,491,508

<TOTAL-LIABILITY-AND-EQUITY> 14,258,375

<SALES> 0

<TOTAL-REVENUES> 720,601

<CGS> 0

<TOTAL-COSTS> 0

<OTHER-EXPENSES> 1,783,682

<LOSS-PROVISION> 0

<INTEREST-EXPENSE> 0

<INCOME-PRETAX> 0

<INCOME-TAX> 0

<INCOME-CONTINUING> 0

<DISCONTINUED> 0

<EXTRAORDINARY> 0

<CHANGES> 0

<NET-INCOME> (1,063,081)

<EPS-BASIC> (13.36)

<EPS-DILUTED> 0

</TABLE>