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As Filed with the Securities and Exchange Commission on November 15, 1999
Registration Statement No. 33-37802
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 11
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CERES FUND, L.P.
(Exact name of registrant as specified in its charter)
TENNESSEE
(State of Incorporation)
6799
(Primary Standard Industrial Classification Code Number)
62-1444129
(IRS Employer Identification Number)
889 Ridge Lake Blvd., Memphis, Tennessee 38120
(901) 766-4590
(Address, including zip code, and telephone number, including
area code, of registrant's principal offices)
Frank L. Watson, Jr.
Randell Commodity Corporation
889 Ridge Lake Blvd.
Memphis, Tennessee 38120
(901) 766-4590
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
FRANK L. WATSON, JR.
MARTY MORGAN
Baker, Donelson, Bearman & Caldwell
2000 First Tennessee Bank Bldg.
Memphis, Tennessee 38103
(901) 526-2000
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September 30, 1999
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If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.
[X]
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CERES FUND, L.P.
100,000
UNITS OF LIMITED PARTNERSHIP INTEREST
This prospectus of Ceres Fund, L.P. amends and restates our previous prospectus
dated May 30, 1999.
THE OFFERING
The Partnership engages in speculative trading of commodity futures contracts,
forward contracts, commodity options and other interests in commodities,
including futures contracts and options on financial instruments, physical
commodities and stock indices on organized exchanges in the U.S. and abroad.
You may purchase units of interest in the Partnership at their net asset value,
plus a selling commission equal to four percent of the amount purchased. As of
September 30, 1999, the Partnership's net asset value per unit was $154.3598.
The minimum investment is $2,000.00, plus a four percent selling commission. The
selling agents will use their best efforts to sell the units offered.
THE RISKS
BEFORE YOU DECIDE WHETHER TO INVEST, READ THIS ENTIRE PROSPECTUS CAREFULLY AND
CONSIDER "THE RISKS YOU FACE" BEGINNING ON PAGE 4.
- - You could lose all or substantially all of your investment in the
Partnership.
- - The Partnership is speculative and leveraged. Performance can be
volatile.
- - The use of a single trading advisor applying a limited number of
generally similar trading programs could mean lack of diversification
and, consequently, higher risk.
- - Trading profits and interest income must be high enough to offset
substantial expenses.
- - There is no secondary market for the units. Redemptions are limited and
may result in redemption charges.
- - The Partnership trades to a substantial degree on non-U.S. markets that
are not subject to the same degree of regulation as U.S. markets.
- - We encourage you to discuss a possible investment with your individual
financial, legal and tax advisors.
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL, NOR HAS THE COMMISSION PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.
RANDELL COMMODITY CORPORATION
MANAGING GENERAL PARTNER
September 30, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post Effective Amendment No. 11 of the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee on November 15,
1999.
CERES FUND, L.P.
By: RANDELL COMMODITY CORPORATION,
Managing General Partner
By: /s/ Frank L. Watson, Jr.
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Frank L. Watson, Jr.,
Chairman and Sole Director
