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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|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
Commission File Number: 0-19436
THE MILLBURN CURRENCY FUND II, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3117668
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o MILLBURN RIDGEFIELD CORPORATION
411 West Putnam Avenue
GREENWICH, CONNECTICUT 06830
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 625-7554
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: LIMITED PARTNERSHIP
UNITS
(Title of class)
Indicate by check mark whether the registrant (1) 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 X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations 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. [X]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates as of March 23, 2000: $931,000.
Documents Incorporated by Reference
None.
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TABLE OF CONTENTS
PART I
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Item 1. Business...................................................................... 1
Item 2. Properties.................................................................... 3
Item 3. Legal Proceedings............................................................. 3
Item 4. Submission of Matters to a Vote of Security Holders........................... 3
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters........................................................... 3
Item 6. Selected Financial Data....................................................... 3
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................... 5
Item 7A. Quantative and Qualitative Disclosures About Market Risk...................... 7
Item 8. Financial Statements and Supplementary Data................................... 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................................... 7
PART III
Item 10. Directors and Executive Officers of the Registrant............................ 7
Item 11. Executive Compensation........................................................ 9
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................................... 9
Item 13. Certain Relationships and Related Transactions................................ 9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K................................................................... 9
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PART I
Item 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
The Millburn Currency Fund II, L.P. (the "Partnership") is a limited
partnership organized March 21, 1991 pursuant to a Limited Partnership Agreement
(the "Limited Partnership Agreement"), under the Delaware Revised Uniform
Limited Partnership Act. The Partnership was funded through an offering of
Limited Partnership Units (the "Units") and commenced operations on August 5,
1991. The offering to the public of 200,000 Units began on April 5, 1991 and was
completed on August 5, 1991. The offering was registered under the Securities
Act of 1933, as amended. The Chicago Corporation acted as selling agent on a
best efforts basis. A total of 132,478 Units was sold to the public during the
initial public offering.
The Partnership is the sole limited partner of a separate limited
partnership (the "Trading Company") formed under the Delaware Revised Uniform
Limited Partnership Act. Approximately 50% of the proceeds from the offering of
Units were invested in the Trading Company at the commencement of operations.
The balance of the proceeds was invested in zero coupon United States Treasury
Notes ("STRIPS") which matured on November 15, 1996. The Trading Company engages
in the speculative trading of primarily currency futures, forward contracts and
related options. The Trading Company was formed to isolate the Partnership's
STRIPS from the risk of trading loss. The Trading Company initially began
speculative trading as if 100% of the Partnership's assets (the "Allocated
Assets") were invested in the Trading Company. As of December 31, 1997, all of
the Partnership's assets are Allocated Assets. As of August 1, 1998, the Trading
Company invested the Allocated Assets in Millburn Currency Fund L.P., a limited
partnership operated by Millburn Ridgefield Corporation which trades pursuant to
the same trading program as the Partnership. Millburn Currency Fund L.P. ("MCF")
fees are waived with respect to the Partnership's investment, though the
Partnership does pay its pro rata share of MCF's expenses.
Millburn Ridgefield Corporation (the "General Partner"), a Delaware
corporation, is the general partner of the Partnership and the Trading Company
and performs various administrative services for the Partnership. The General
Partner acts as the commodity trading advisor for the Trading Company. The
General Partner invested a total of $202,000 in the Partnership and the Trading
Company at the outset of trading. After reflecting net income of $28,411 for
fiscal year 1999, this investment totaled $476,303 as of December 31, 1999.
Pursuant to a Customer Agreement, Morgan Stanley & Co. Incorporated
(the "Currency Dealer") acted as the primary currency dealer for the Trading
Company. MCF executes currency trades with Morgan Stanley & Co. as well as with
other currency dealers. MCF pays the Currency Dealer and other currency dealers
"bid asked" spreads on its forward trades, as such spreads are incorporated into
the pricing of forward contracts. The General Partner monitors MCF's trades to
ensure that the prices it receives are competitive.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Partnership's business constitutes only one segment, speculative
trading of currency futures, forward contracts and related options. The
Partnership does not engage in sales of goods and services.
(c) NARRATIVE DESCRIPTION OF BUSINESS
The Partnership engages in the speculative trading of currency futures,
forward contracts and related options through its limited partnership interest
in the Trading Company and the Trading Company's investment in MCF. The Trading
Company's sole trading advisor is the General Partner. The General Partner
trades the Trading Company's assets almost exclusively in currency forward
contracts, primarily in the interbank market. Pursuant to the Limited
Partnership Agreement, prior to November 15, 1996, the General Partner received
a flat-rate monthly brokerage fee equal to 0.833% of the Allocated Assets (a 10%
annual rate). As of November 15, 1996 the brokerage fee was reduced to 0.666% of
the Partnership's month-end Allocated Assets (an 8% annual rate). The General
Partner also receives a profit share equal to 15% of any new trading profit as
defined, determined as of the end of each calendar quarter. The quarterly profit
share is calculated after deducting interest income and brokerage fees. The
Trading Company enters into trades based on the level of Allocated Assets. The
level of Allocated Assets as of December 31, 1999 approximates the net assets of
the Partnership.
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At the commencement of the Partnership's operations, the General
Partner invested that portion of the Partnership's assets not invested in the
Trading Company in STRIPS in order to assure limited partners the return of 75%
of their initial capital contributions to the Partnership at the end of
approximately 5 years from the commencement of operations (the "Initial Time
Horizon"). At the end of the Initial Time Horizon, November 15, 1996, when the
STRIPS matured the General Partner gave limited partners the opportunity to
redeem their Units at net asset value. The Partnership continues to trade in
currency futures, forward contracts and related options. From time to time the
General Partner may cause the Trading Company to distribute a portion of its
trading profit to the Partnership as a means to protect such profits from
subsequent trading losses. As of December 31, 1999 the Trading Company had made
no such distributions.
The Trading Company's assets are invested in Millburn Currency Fund
L.P. which in turn deposits its assets with banks and currency forward dealers
with which it trades and in futures brokerage accounts. A substantial majority
of such assets are held in United States Treasury bills. As a result the
Partnership earns a yield on approximately 90% of its available assets.
REGULATION
Under the Commodity Exchange Act, as amended (the "CEA"), commodity
exchanges and futures trading are subject to regulation by the Commodity Futures
Trading Commission (the "CFTC"). National Futures Association ("NFA"), a
"registered futures association" under the CEA, is the only non-exchange
self-regulatory organization for futures industry professionals. The CFTC has
delegated to NFA responsibility for the registration of "commodity trading
advisors," "commodity pool operators," "futures commission merchants,"
"introducing brokers" and their respective associated persons and "floor
brokers." The CEA requires commodity pool operators and commodity trading
advisors, such as the General Partner, and commodity brokers or futures
commission merchants, such as the Currency Dealer and the General Partner, to be
registered and to comply with various reporting and record keeping requirements.
The CFTC may suspend a commodity pool operator's or trading advisor's
registration if it finds that its trading practices tend to disrupt orderly
market conditions or in certain other situations. In the event that the
registration of the General Partner as a commodity pool operator or a commodity
trading advisor were terminated or suspended, the General Partner would be
unable to continue to manage the business of the Partnership. Should the General
Partner's registration be suspended, termination of the Partnership might
result.
As members of NFA, the General Partner and the Currency Dealer are
subject to NFA standards relating to fair trade practices, financial condition
and customer protection. As the self-regulatory body of the futures industry,
NFA promulgates rules governing the conduct of futures industry professionals
and disciplines those professionals which do not comply with such standards.
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net short
position which any person may hold or control in particular commodities. The
CFTC has adopted a rule requiring all domestic commodity exchanges to submit for
approval speculative position limits for all futures contracts traded on such
exchanges. Most exchanges also limit the changes in futures contract prices that
may occur during a single trading day. The Trading Company however, primarily
trades currency forward contracts which are not subject to regulation by any
United States Government agency.
(i) through (xii) - not applicable.
(xiii) the Partnership and the Trading Company have no employees.
(d) Financial information about foreign and
DOMESTIC OPERATIONS AND EXPORT SALES
The Partnership does not engage in material operations in foreign
countries (although it does trade in foreign currency forward contracts), nor is
a material portion of its revenues derived from foreign customers.
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Item 2. PROPERTIES
The Partnership and the Trading Company do not own or use any physical
properties in the conduct of their business. The General Partner or an affiliate
perform all administrative services for the Partnership and the Trading Company
from their offices.
Item 3. LEGAL PROCEEDINGS
The General Partner is not aware of any pending legal proceedings to
which either the Partnership or the Trading Company is a party or to which any
of their assets are subject. In addition there are no pending material legal
proceedings involving the General Partner.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION. There is no trading market for the Units, and
none is likely to develop. Units may be redeemed upon 10 days' written notice at
their net asset value as of the last day of any calendar quarter. In the event
that all Units for which redemption is requested cannot be redeemed as of any
redemption date, Units will be redeemed in the order that requests for
redemption have been received by the General Partner.
(b) HOLDERS. As of December 31, 1999, there were 124 holders of
Units.
(c) DIVIDENDS. No distributions or dividends have been made on the
Units, and the General Partner has no present intention to make any.
(d) RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM
REGISTERED SECURITIES. Not applicable.
Item 6. SELECTED FINANCIAL DATA
The following is a summary of operations and total assets of the
Partnership and the Trading Company on a consolidated basis for fiscal years,
1999, 1998, 1997, 1996 and 1995.
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For the Year For the Year For the Year For the Year For the Year
Ended 12/31/99 Ended 12/31/98 Ended 12/31/97 Ended 12/31/96 Ended 12/31/95
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Revenue:
Net realized and unrealized trading gain
(loss), net of brokerage commissions of
$96,968, $125,801, $162,296, $498,741,
$678,093 and $772,866 in 1999, 1998, 1997,
1996, and 1995 respectively $27,068 $ (221,020) $350,548 $112,269 $241,232
Unrealized appreciation (depreciation) on
STRIPS --- --- --- (134,525) 126,813
Accrued interest on STRIPS --- --- --- 246,964 479,358
Net realized gains on STRIPS transactions --- --- --- 20,090 15,885
Other interest income 1,115 66,427 130,936 119,825 30,845
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Total income (loss) 28,183 (154,593) 481,484 364,623 894,113
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Expenses:
Administrative expenses 39,581 31,502 24,572 53,676 66,242
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Total expenses 8,378 16,002 24,572 53,676 66,242
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Net income (loss) $19,805 $ (170,595) $456,912 $310,947 $827,891
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Total assets $1,530,632 $1,871,489 $2,263,838 $2,524,307 $6,516,573
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Total limited partners' capital $990,174 $1,365,729 $1,722,984 $1,886,615 $5,759,049
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Net asset value per Unit $107,91 $109.95 $121.94 $102.77 $95.30
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Redemption value per Unit* $107.91 $109.95 $121.94 $102.77 $93.74
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Increase (decrease) in net asset value per Unit $ (2.04) $(11.99) $19.17 $7.47 $9.82
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Increase (decrease) in redemption value per Unit $ (2.04) $(11.99) $19.17 $7.47 $8.35
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* The Partnership's STRIPS were valued at the lower of cost plus accrued
interest or market value for the purpose of calculating redemption value. The
redemption value of a Unit was lower than its net asset value in prior years
because the market value of the STRIPS was higher than cost plus accrued
interest as of December 31, 1995 due to fluctuations in market interest rates.
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Reference is made to "Item 6. SELECTED FINANCIAL DATA" and "Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." The information contained therein
is essential to, and should be read in conjunction with, the following analysis.
CAPITAL RESOURCES
The Partnership does not intend to raise any additional capital through
borrowing and, because it is a closed-end fund, it cannot sell any more Units
unless it undertakes a new public offering, which would require another
registration with the Securities and Exchange Commission. Due to the nature of
the Partnership's business, it will make no significant capital expenditures,
and substantially all its assets are and will be represented, directly or
indirectly through its investment in the Trading Company, by cash equivalents or
deposits in money market funds, United States Treasury securities, and
investments in futures, forward contracts and related options.
The Partnership trades futures, options and forward contracts on
currencies. Risk arises from changes in the value of these contracts (market
risk) and the potential inability of counterparties or brokers to perform under
the terms of their contracts (credit risk). Market risk is generally to be
measured by the face amount of the futures positions acquired and the volatility
of the markets traded. The credit risk from counterparty non-performance
associated with these instruments is the net unrealized gain, if any, on these
positions. The risks associated with exchange-traded contracts are generally
perceived to be less than those associated with over-the-counter transactions,
because exchanges typically (but not universally) provide clearinghouse
arrangements in which the collective credit (in some cases limited in amount, in
some cases not) of the members of the exchange is pledged to support the
financial integrity of the exchange. In over-the-counter transactions, on the
other hand, traders must rely solely on the credit of their respective
individual counterparties. Margins which may be subject to loss in the event of
a default, are generally required in exchange trading, and counterparties may
require margin in the over-the-counter markets.
The General Partner has procedures in place to control market risk,
although there can be no assurance that they will, in fact, succeed in doing so.
These procedures primarily focus on (1) limiting trading to markets which the
General Partner believes are sufficiently liquid in respect of the amount of
trading contemplated; (2) diversifying positions among various currencies; (3)
limiting the assets committed as margin, generally within a range of 10% to 35%
of an account's net assets at exchange minimum margins, (including imputed
margins on forward positions) although the amount committed to margin at any
time may be substantially higher; (4) prohibiting pyramiding (that is, using
unrealized profits in a particular market as margin for additional positions in
the same market); and (5) changing the equity utilized for trading by an account
solely on a controlled periodic basis rather than as an automatic consequence of
an increase in equity resulting from trading profits. The Partnership controls
credit risk by dealing exclusively with large, well capitalized financial
institutions, such as the Currency Dealer, as brokers and counterparties.
The Trading Company (and MCF) is generally required to deposit
approximately 5% of the notional value of its forward contract positions with
the Currency Dealer (or other currency dealers) as collateral. At any time, and
from time to time, the Trading Company (or MCF) may have open positions with the
Currency Dealer or other currency dealers with a total notional value of as much
as five times the capitalization of the Partnership and collateral deposits of
up to approximately 15% of the capital of the Partnership at either currency
dealer.
The Partnership's futures contracts are settled by offset in the
futures markets and are cleared through the exchange clearinghouse function.
Options on futures contracts are settled either by offset or by exercise. If an
option on a future is exercised, the Partnership is assigned a position in the
underlying futures contract which is then settled by offset. The Partnership's
spot and forward currency transactions conducted in the interbank market are
settled by netting offsetting positions held with the same counterparty; net
positions are then settled by entering into offsetting positions and by cash
payments.
LIQUIDITY
Prior to November 15, 1996, when the Partnership's STRIPS matured most
if not all of the Partnership's assets, other that its interest in the Trading
Company, were held in the form of STRIPS. STRIPS are zero-coupon
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Treasury bonds for which a liquid secondary market exists. The market value of
STRIPS is, however, sensitive to changes in market interest rates and an
increase in interest rates would result in a decrease in the value of the
Partnership's STRIPS. Subsequent to November 15, 1996, most if not all of the
Partnership's assets are invested in the Trading Company which has invested its
assets in MCF.
The Trading Company's (and MCF's) assets are either deposited in cash
or United States Treasury bills with the Currency Dealer or other currency
dealers or are invested by the General Partner in United States Treasury bills
or "customer segregated funds accounts." To the extent deposited as margin with
the Currency Dealer or other currency dealers the Trading Company's (and MCF's)
assets are subject to the General Partner's ability to close out its currency
futures or forward contracts positions.
Most, if not all of the Trading Company's (and MCF's) positions are in
currency forward contracts. Forward contracts are not traded on a commodity
exchange. The Trading Company (and MCF) could be prevented from promptly
liquidating unfavorable positions, thereby subjecting the Trading Company to
substantial losses which could exceed the margin initially committed to such
trades. In addition, the Trading Company (or MCF) may not be able to execute
forward contract trades at favorable prices if little trading in the contracts
it holds is taking place. Other than these limitations on liquidity, which are
inherent in the Partnership's currency trading operations, the Partnership's
assets are highly liquid and are expected to remain so. Generally, forward
contracts can be offset at the discretion of the General Partner. However, if
the market is not liquid, it could prevent the timely closeout of an unfavorable
position until the delivery date, regardless of the changes in their value or
the General Partner's investment strategies.
RESULTS OF OPERATIONS
Operating results show a profit for fiscal year ended December 31, 1999
(although, due to brokerage fees paid by the Partnership, excluding the General
Partner's interest therein, the Net Asset Value of the Limited Partner Units
declined in 1999), a loss for the fiscal year ended December 31, 1998 and a
profit for the fiscal year ended December 31, 1997.
Total Partnership capital as of December 31, 1999, 1998, and 1997,
equaled $1,466,477, $1,813,621, and $2,181,385, respectively. The net asset
value per Unit as of December 31, 1999 was $107.91, a decrease in value for 1999
of 1.8%, as of December 31, 1998 was $109.95, a decrease in value for 1998 of
9.8%, and as of December 31, 1997 was $121.94, an increase in value for 1997 of
18.7%. The increase (decrease) in value is calculated based on net asset value
per Unit as of the previous December 31.
The Partnership realized a gain of $124,036 on its investment in MCF.
This gain was offset by brokerage fees of $96,968 resulting in a net
trading/investment gain of $27,068. The Partnership earned or accrued interest
of $1,115 in 1999. Due to the fact that the Partnership pays a brokerage fee to
the General Partner which the General Partner does not itself pay in respect of
its investment in the Partnership, the Net Asset Value of the Limited Partner
Units declined in 1999. Approximately 43% of the Partnership's loss in 1998 was
due to the Trading Company's currency trading and investment in MCF as gross
direct trading losses of $141,994 plus a gain of $46,775 from the investment in
MCF less brokerage fees of $125,801 resulted in a net trading loss of $221,020.
The Partnership earned or accrued interest of $66,427 during fiscal year 1998. A
substantial majority of the Partnership's Profits in fiscal year 1997 was due to
the Trading Company's currency trading as gross trading gains of $512,844
exceeded brokerage fees of $162,296 for a net trading gain of $350,548. The
Partnership also accrued or earned interest of $130,936 during fiscal year 1997.
During fiscal year 1999, in respect of Limited Partners, the
Partnership was moderately unprofitable. Solid profits were registered from
short Euro positions against the dollar, the yen, and a variety of Eastern
European currencies. Long yen positions versus the Swiss franc and Canadian
dollar were also profitable. On the other hand, losses from trading the dollar
against the yen, Swiss franc, and Norwegian kroner, and from trading the Euro
against the Swiss franc offset the bulk of these gains. Finally, trading of
Latin American, African and non-Japanese Far Eastern currencies produced losses
in 1999.
During fiscal year 1998, as assets in the company declined, it became
more difficult to implement trades in the most cost-effective manner. Therefore,
at the end of July, the assets of the trading company were invested in Millburn
Currency Fund L.P., a limited partnership of more substantial size that has been
managed by the General Partner since 1990. During fiscal year 1998, the trading
company was unprofitable. Trading on both sides of
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dollar/yen produced excellent results, but these gains were more than offset by
losses on trading the European currencies against the dollar. Meanwhile, gains
from trading exotic currencies fell well short of losses occurring in cross rate
trading.
During fiscal year 1997, the Trading Company was profitable. In January
and February, long dollar positions were profitable. In mid-February, the
Japanese yen had begun to strengthen and the Company took long yen positions
versus the dollar and several European currencies. An abrupt reversal of this
pattern produced losses in both dollar and cross rate trading during March. In
April, currency trading was generally calm. May's trading resulted in losses on
long dollar positions against Europe which overwhelmed profits from cross rate
trading. During June, cross rate positions were again profitable, while dollar
trading was slightly negative. In July, long dollar positions versus Europe were
profitable. In August and September, a dollar decline eroded a portion of these
earlier profits. Markets were somewhat volatile in October before the onset of a
renewed dollar uptrend in November. The Company had losses in October followed
by a recovery in November and December. The majority of the gains for the year
were produced in dollar trading, but exotics and crosses were also profitable.
Inflation is not a significant factor in the Partnership's
profitability.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not required. The Partnership is a "small business issuer."
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item are included in exhibit
13.01 hereto.
The supplementary financial information specified by Item 302 of
Regulation S-K is not applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a,b) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
Millburn Ridgefield Corporation, the General Partner, is a Delaware
corporation organized in May 1982 to manage discretionary accounts in futures
and forward markets. It is the corporate successor to a futures trading and
advisory organization which has been continuously managing assets in the
currency and futures markets using quantitative, systematic techniques since
1971.
The principals and senior officers of Millburn Ridgefield Corporation
as of December 31, 1999 are as follows:
Harvey Beker, age 46. Mr. Beker is President, Co-Chief Executive
Officer and Co-Chairman of Millburn Ridgefield and The Millburn Corporation, and
a partner of ShareInVest Research L.P. He received a Bachelor of Arts degree in
economics from New York University in 1974 and a Master of Business
Administration degree in finance from NYU in 1975. From June 1975 to July 1977,
Mr. Beker was employed by Loeb Rhoades, Inc. where he developed and traded
silver arbitrage strategies. From July 1977 to June 1978, Mr. Beker was a
futures trader at Clayton Brokerage Co. of St. Louis. Mr. Beker has been
employed by The Millburn Corporation since June 1978. During his tenure at
Millburn, he has been instrumental in the development of the research, trading
and operations areas. Mr. Beker became a principal of the firm in 1982.
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George E. Crapple, age 55. Mr. Crapple is Co-Chief Executive Officer
and Co-Chairman of Millburn Ridgefield, and The Millburn Corporation and a
partner of ShareInVest Research L.P. In 1966 he graduated with honors from the
University of Wisconsin where his field of concentration was economics and he
was elected to Phi Beta Kappa. In 1969 he graduated from Harvard Law School,
MAGNA CUM LAUDE, where he was a member of the Harvard Law Review. He was a
lawyer with Sidley & Austin, Chicago, Illinois, from 1969 until April 1, 1983,
as a partner since 1975, specializing in commodities, securities, corporate and
tax law. He was first associated with Millburn Ridgefield in 1976 and joined
Millburn Ridgefield Corporation on April 1, 1983 on a full-time basis. Mr.
Crapple is a Director and member of the Executive Committee, and a former
Chairman of the Eastern Regional Business Conduct Committee of the NFA, Chairman
of the Managed Funds Association, a member of the Financial Products Advisory
Committee of the CFTC and a former member of the Board of Directors and
Nominating Committee of the Futures Industry Association.
Gregg R. Buckbinder, age 41. Mr. Buckbinder is Senior Vice President
and Chief Operating Officer of Millburn Ridgefield and The Millburn Corporation.
He graduated CUM LAUDE from Pace University in 1980 with a B.B.A. in accounting
and received an M.S. in taxation from Pace in 1988. He joined Millburn in
January 1998 from Odyssey Partners, L.P. where he was responsible for the
operation, administration and accounting of the firm's merchant banking and
managed account businesses. Mr. Buckbinder was employed by Tucker Anthony, a
securities broker and dealer, from 1985 to 1990 where he was First Vice
President and Controller, and from 1983 to 1984 where he designed and
implemented various operations and accounting systems. He was with the public
accounting firm of Ernst & Whinney from 1984 to 1985 as a manager in the tax
department and from 1980 to 1983 as a senior auditor, with an emphasis on
clients in the financial services business. He is a Certified Public Accountant
and a member of the American Institute of Certified Public Accountants.
Mark B. Fitzsimmons, age 52. Mr. Fitzsimmons is a Senior Vice-President
of Millburn Ridgefield and The Millburn Corporation and a partner of ShareInVest
Research L.P. His responsibilities include both marketing and investment
strategy. He graduated SUMMA CUM LAUDE from the University of Bridgeport,
Connecticut in 1970 with a B.S. in economics. His graduate work was done at the
University of Virginia, where he received a certificate of candidacy for a Ph.D.
in economics in 1973. He joined Millburn Ridgefield in January 1990 from Morgan
Stanley & Co. Incorporated where he was a Principal and Manager of institutional
foreign exchange sales and was involved in strategic trading for the firm. From
1977 to 1987 he was with Chemical Bank New York Corporation, first as a Senior
Economist in Chemical's Foreign Exchange Advisory Service and later as a
Vice-President and Manager of Chemical's Corporate Trading Group. While at
Chemical he also traded both foreign exchange and fixed income products. From
1973 to 1977 Mr. Fitzsimmons was employed by the Federal Reserve Bank of New
York, dividing his time between the International Research Department and the
Foreign Exchange Department.
Barry Goodman, age 42. Mr. Goodman is an Executive Vice-President,
Director of Trading and Co-Director of Research of Millburn Ridgefield and The
Millburn Corporation and a partner of ShareInVest Research L.P. His
responsibilities include overseeing the firm's trading operation and managing
its trading relationships, as well as the design and implementation of trading
systems. He graduated MAGNA CUM LAUDE from Harpur College of the State
University of New York in 1979 with a B.A. in economics. From 1980 through late
1982 he was a commodity trader for E. F. Hutton & Co., Inc. At Hutton he also
designed and maintained various technical indicators and coordinated research
projects pertaining to the futures markets. He joined Millburn Ridgefield in
1982 as Assistant Director of Trading.
Dennis B. Newton, age 48. Mr. Newton is a Senior Vice-President of
Millburn Ridgefield. His primary responsibilities are in administration and
marketing. Prior to joining Millburn Ridgefield in September 1991, Mr. Newton
was President of Phoenix Asset Management, Inc., a registered commodity pool
operator from April 1990 to August 1991. Prior to his employment with Phoenix,
Mr. Newton was a Director of Managed Futures with Prudential-Bache Securities
Inc. from September 1987 to March 1990. Mr. Newton joined Prudential-Bache from
Heinold Asset Management, Inc. where he was a member of the senior management
team. Heinold was a pioneer and one of the largest sponsors of funds utilizing
futures and currency forward trading.
Grant N. Smith, age 48. Mr. Smith is an Executive Vice-President and
Co-Director of Research of Millburn Ridgefield and The Millburn Corporation and
a partner of ShareInVest Research L.P. He is responsible for the design, testing
and implementation of quantitative trading strategies, as well as for planning
and overseeing the computerized decision-support systems of the firm. He
received a B.S. degree from the Massachusetts Institute of Technology in 1974
and an M.S. degree from M.I.T. in 1975. While at M.I.T. he held several teaching
and research
8
<PAGE>
positions in the computer science field and participated in various projects
relating to database management. He joined Millburn Ridgefield in 1975.
The Partnership and the Trading Company have no directors or executive
officers. The Partnership and the Trading Company are controlled and managed by
the General Partner. There are no "significant employees" of the Partnership.
Item 11. EXECUTIVE COMPENSATION
The Partnership and the Trading Company have no directors or officers.
None of the directors or officers of the General Partner receive "other
compensation" from the Partnership or the Trading Company. The General Partner
makes all trading decisions on behalf of the Partnership and the Trading
Company. The General Partner receives monthly brokerage commissions of 0.666% of
the Allocated Assets and a quarterly profit share of 15% of any new trading
profit.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Partnership knows of no person who owns beneficially more than 5%
of the Units. All of the Partnership's general partnership interest is held by
the General Partner.
(b) SECURITY OWNERSHIP OF MANAGEMENT
Under the terms of the Limited Partnership Agreement, the Partnership's
affairs are managed by the General Partner which has discretionary authority
over the Trading Company's currency trading. The General Partner's general
partnership interest was valued at $476,303 as of December 31, 1999, 32.5% of
the Partnership's total equity, the equivalent of 4,413.891 Units.
Harvey Beker, the Co-Chief Executive Officer of the General Partner,
owns a single Unit in the Partnership. The value of his interest as of December
31, 1999 is $107.91.
(c) CHANGES IN CONTROL
None.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Item 11. EXECUTIVE COMPENSATION" and "Item 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT." The Trading Company allocated to
the General Partner $96,968, $125,801 and $162,296 in brokerage commissions and
$0, $0 and $0 in profit share for fiscal years 1999, 1998 and 1997 respectively.
The General Partner's general partnership interest showed an allocation of, gain
(loss) of $28,411 $(10,509) and $101,863 in fiscal years 1999, 1998 and 1997,
respectively.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
The following financial statements are included herewith as exhibit
13.01.
9
<PAGE>
<TABLE>
<CAPTION>
PAGE
<S> <C>
Affirmation of Millburn Ridgefield Corporation.................... F-1
Report of Independent Accountants................................. F-2
Statements of Financial Condition as of
December 31, 1999 and 1998..................................... F-3
Statements of Operations for the years ended December 31,
1999, 1998 and 1997............................................ F-4
Statements of Changes in Partners' Capital for the years
ended December 31, 1999, 1998 and 1997........................ F-5
Notes to Financial Statements..................................... F-6
</TABLE>
(a)(2) FINANCIAL STATEMENT SCHEDULES
All Schedules are omitted for the reason that they are not required,
are not applicable, because equivalent information has been included in the
financial statements or the notes thereto.
(a)(3) EXHIBITS AS REQUIRED BY ITEM 601 OF REGULATION S-K
<TABLE>
<CAPTION>
DESIGNATION DESCRIPTION
<S> <C>
1.01 Form of Selling Agreement among the Partnership, the General Partner, the
Currency Dealer and The Chicago Corporation.
3.01 Form of Limited Partnership Agreement of the Partnership (included as
Exhibit A to the Prospectus).
3.02 Certificate of Limited Partnership of the Partnership.
10.01 Form of Subscription Agreement and Power of Attorney.
10.02 Form of Foreign Exchange Customer Agreement among the Trading Company and the
Currency Dealer.
10.03 Escrow Agreement among the Partnership, The Chicago Corporation and Harris
Trust and Savings Bank.
10.04 Form of Commodity Customer Services Agreement between the General Partner and
Phoenix Asset Management, Inc.
</TABLE>
THE ABOVE EXHIBITS ARE INCORPORATED HEREIN BY REFERENCE FROM AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT (FILE NO. 33-34485) FILED ON MARCH 28, 1991
ON FORM S-1 UNDER THE SECURITIES ACT OF 1933.
The following exhibits are filed herewith.
13.01 1999 Report of Independent Accountants
27.01 Financial Data Schedule
(b) REPORTS ON FORM 8-K
No report on Form 8-K was filed by the Partnership during the quarter
ended December 31, 1999.
10
<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, in the City of
Greenwich and State of Connecticut on the 28th day of March, 2000.
THE MILLBURN CURRENCY FUND II, L.P.
By: Millburn Ridgefield Corporation,
General Partner
By /s/ Harvey Beker
-----------------------------------
Harvey Beker
President
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
General Partner of the Registrant in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Title with
SIGNATURE General Partner Date
- --------- --------------- ----
<S> <C> <C>
/s/ Harvey Beker President, Co-Chief March 28, 2000
- ----------------- Executive Officer and Director
Harvey Beker (Principal Financial and Accounting
Officer)
/s/ George E. Crapple Co-Chief March 28, 2000
- ------------------------------------------ Executive Officer and Director
George E. Crapple (Principal Executive Officer)
</TABLE>
(Being the principal executive officer, the principal financial and
accounting officer, and a majority of the directors of Millburn Ridgefield
Corporation)
<TABLE>
<S> <C>
Millburn Ridgefield Corporation March 28, 2000
General Partner of Registrant
By /s/ Harvey Beker
-----------------
Harvey Beker
President
</TABLE>
11
<PAGE>
THE MILLBURN CURRENCY
FUND II, L.P.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
<PAGE>
THE MILLBURN CURRENCY FUND II, L.P.
INDEX
<TABLE>
<CAPTION>
PAGES
<S> <C>
Affirmation of Millburn Ridgefield Corporation F-1
Report of Independent Accountants F-2
Financial Statements:
Statements of Financial Condition at December 31, 1999 and 1998 F-3
Statements of Operations for the Years Ended December 31, 1999, 1998 and 1997 F-4
Statements of Changes in Partners' Capital for the Years Ended
December 31, 1999, 1998 and 1997 F-5
Notes to Financial Statements F-6-F-9
</TABLE>
<PAGE>
THE MILLBURN CURRENCY FUND II, L.P.
AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION
In compliance with the Commodity Futures Trading Commission's regulations, I
hereby affirm that to the best of my knowledge and belief, the information
contained in the statements of financial condition of The Millburn Currency Fund
II, L.P., at December 31, 1999 and 1998 and the related statements of operations
and of changes in partners' capital for the years ended December 31, 1999, 1998
and 1997 are complete and accurate.
GEORGE E. CRAPPLE, CO-CHIEF EXECUTIVE OFFICER
MILLBURN RIDGEFIELD CORPORATION
GENERAL PARTNER OF THE MILLBURN CURRENCY FUND II, L.P.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
The Millburn Currency Fund II, L.P.:
In our opinion, the accompanying statements of financial condition and the
related statements of operations and of changes in partners' capital present
fairly, in all material respects, the financial position of The Millburn
Currency Fund II, L.P. 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 management 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 financial
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 management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PriceWaterhouseCoopers, LLP
February 14, 2000
<PAGE>
THE MILLBURN CURRENCY FUND II, L.P.
STATEMENTS OF FINANCIAL CONDITION
AT DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
<S> <C> <C>
Equity in trading accounts:
Net unrealized (depreciation) on open contracts $ - $ (529)
---------------- ----------------
TOTAL EQUITY IN TRADING ACCOUNTS (529)
Investment in Millburn Currency Fund, L.P. (Note 7) 1,503,650 1,867,851
Money market fund 15,982 3,749
Reimbursement receivable from General Partner 11,000 -
Prepaid administrative fees - 418
---------------- ----------------
TOTAL ASSETS $ 1,530,632 $ 1,871,489
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 13,405 $ -
Redemptions payable to limited partners (Note 5) 43,811 48,378
Accrued brokerage commissions (Note 3) 6,939 9,490
---------------- ----------------
TOTAL LIABILITIES 64,155 57,868
---------------- ----------------
Partners' capital (Note 3, 5 and 6):
General Partner 476,303 447,892
Limited Partners, 9,176 and 12,421 Limited Partnership Units
outstanding in 1999 and 1998, respectively 990,174 1,365,729
---------------- ----------------
TOTAL PARTNERS' CAPITAL 1,466,477 1,813,621
---------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 1,530,632 $ 1,871,489
================ ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE MILLBURN CURRENCY FUND II, L.P.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Income (Note 2):
Net gains (losses) on trading of currency contracts
and options
Realized gains (losses) on closed positions
Futures and forwards $ (529) $ (99,265) $ 603,549
Options - (20,539) 35,372
---------------- ---------------- ----------------
(529) (119,804) 638,921
---------------- ---------------- ----------------
Change in unrealized appreciation (depreciation)
Futures and forwards 529 (19,828) (102,035)
Options - (2,362) (24,042)
---------------- ---------------- ----------------
529 (22,190) (126,077)
---------------- ---------------- ----------------
Net unrealized appreciation on investment in
Millburn Currency Fund. L.P. (Note 7) 124,036 46,775 -
---------------- ---------------- ----------------
124,036 (95,219) 512,844
Less, Brokerage fees (Note 3) 96,968 125,801 162,296
---------------- ---------------- ----------------
NET REALIZED AND UNREALIZED GAINS (LOSSES)
ON TRADING OF FUTURES, FORWARD AND
OPTION CONTRACTS 27,068 (221,020) 350,548
Interest income 1,115 66,427 130,936
---------------- ---------------- ----------------
TOTAL INCOME (LOSS) 28,183 (154,593) 481,484
---------------- ---------------- ----------------
Expenses (Note 3):
Administrative expenses 39,581 31,502 24,572
Expenses reimbursed by General Partner (31,203) (15,500) -
---------------- ---------------- ----------------
NET EXPENSES 8,378 16,002 24,572
---------------- ---------------- ----------------
NET INCOME (LOSS) $ 19,805 $ (170,595) $ 456,912
================ ================ ================
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT (NOTE 6) $ (2.04) $ (11.99) $ 19.17
================ ================ ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE MILLBURN CURRENCY FUND II, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
LIMITED GENERAL
PARTNERS PARTNER TOTAL
<S> <C> <C>
PARTNERS' CAPITAL AT DECEMBER 31, 1996 $ 1,886,615 $ 356,538 $ 2,243,153
Net income 355,049 101,863 456,912
Redemptions (4,228 Limited Partnership Units) (518,680) - (518,680)
--------------- -------------- --------------
PARTNERS' CAPITAL AT DECEMBER 31, 1997 1,722,984 458,401 2,181,385
Net loss (160,086) (10,509) (170,595)
Redemptions (1,709 Limited Partnership Units) (197,169) - (197,169)
--------------- -------------- --------------
PARTNERS' CAPITAL AT DECEMBER 31, 1998 1,365,729 447,892 1,813,621
Net income (loss) (8,606) 28,411 19,805
Redemptions (3,245 Limited Partnership Units) (366,949) - (366,949)
--------------- -------------- --------------
PARTNERS' CAPITAL AT DECEMBER 31, 1999 $ 990,174 $ 476,303 $ 1,466,477
--------------- -------------- --------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE MILLBURN CURRENCY FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
1. PARTNERSHIP ORGANIZATION
The Millburn Currency Fund II, L.P. (the "Partnership") is a limited
partnership organized on March 21, 1991 under the Delaware Revised
Uniform Limited Partnership Act. The Partnership commenced trading
operations on August 5, 1991.
The Partnership is the sole limited partner of a separate limited
partnership, Millburn Currency Fund II Trading Company L.P. ("Trading
Company"), that engages in speculative trading principally of currency
forward and futures contracts and related options. The instruments that
are traded by the Partnership are volatile and involve a high degree of
risk.
Millburn Ridgefield Corporation (the "General Partner") is the General
Partner and trading advisor of the Partnership and the Trading Company.
The General Partner and each limited partner share in the profits and
losses of the Partnership, except for brokerage fees and profit-share
allocation, on the basis of their proportionate interests of
Partnership capital determined before brokerage fees and profit share
(see Note 3), except that no limited partner shall be liable for
obligations of the Partnership in excess of their initial capital
contribution and profits, if any, net of distributions. Brokerage fees
and profit share are determined on the basis of the Allocated Assets
and Net Trading Profit applicable to the limited partners' accounts and
are allocated to such accounts.
Effective August 1, 1998, the Partnership and the Trading Company
ceased trading operations and transferred partners' capital to a
similar partnership managed by the General Partner (see Note 7).
The Partnership will be liquidated as soon as practical after August 1,
2011, if the net assets of the Partnership decline to less than
$250,000 or under other circumstances as defined in the Limited
Partnership Agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. INVESTMENTS
Open options, futures and forward contracts are valued at
market value. Realized gains (losses) and changes in
unrealized values on futures, forward and option contracts are
recognized in the periods in which the contracts are closed or
the changes occur, and are included in net gains (losses) on
trading of futures, forward and option contracts.
The investment in Millburn Currency Fund, L.P. is valued based
on the investment balance at the beginning of the year, plus
its proportionate share of net income, less any redemptions
(see Note 7).
b. INCOME TAXES
Income taxes have not been provided, as each partner is
individually liable for the taxes, if any, on his share of the
Partnership's income and expenses.
c. ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and reported amount of revenues and expenses during the
period. Actual results could differ from those estimates.
<PAGE>
d. RIGHT OF OFFSET
The customer agreements between the Partnership and brokers
give the Partnership the legal right to net unrealized gains
and losses. Unrealized gains and losses related to
transactions with these brokers are reflected on a net basis
in the equity in trading accounts in the statements of
financial condition.
3. LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides that the General Partner
shall control, conduct and manage the business of the Partnership, and
may make all trading decisions for the Partnership.
A monthly brokerage fee equal to 0.666% (an 8% annual fee) of the
Partnership's month end Allocated Assets (as defined in the limited
partnership agreement) is payable to the General Partner. Allocated
Assets are determined before reduction for any redemptions,
distributions, accrued brokerage fees, or profit share. The General
Partner shall bear any commissions and fees payable to clearing and
third-party brokers.
The General Partner also receives a profit share equal to 15% of New
Trading Profit, as defined, as of the end of each calendar quarter.
The Partnership pays all routine legal, accounting, administrative,
printing and similar costs associated with its operation, excluding any
indirect expenses of the General Partner. The General Partner has
voluntarily agreed to limit administrative expenses to an amount equal
to 1% per annum of the average net assets of the Partnership for the
years ended December 31, 1999 and 1998. This agreement was not in place
in 1997.
4. DERIVATIVE FINANCIAL INSTRUMENTS
The Partnership is party to derivative financial instruments in the
normal course of its business. These instruments include forwards,
futures and options, whose value is based upon an underlying asset,
index, or reference rate, and generally represent future commitments to
exchange currencies or cash flows, or to purchase or sell other
financial instruments at specific terms on specified future dates.
These instruments may be traded on an exchange or over-the-counter.
Exchange traded instruments are standardized and include futures and
certain options. Each of these instruments is subject to various risks
similar to those related to the underlying instruments including market
and credit risk.
Market risk is the risk of potential changes in the value of the
financial instruments traded by the Partnership due to market changes,
including interest and foreign exchange rate movements and fluctuations
in futures or security prices. Market risk is directly impacted by the
volatility and liquidity in the markets in which the related underlying
assets are traded.
Credit risk is the possibility that a loss may occur due to the failure
of a counterparty to perform according to the terms of a contract.
Credit risk is normally reduced to the extent that an exchange or
clearing organization acts as a counterparty to futures or options
transactions, since typically the collective credit of the members of
the exchange is pledged to support the financial integrity of the
exchange. In the case of over-the-counter transactions, the Partnership
must rely solely on the credit of the individual counterparties. The
Partnership's risk of loss in the event of counterparty default is
typically limited to the amounts recognized in the statement of
financial condition, not to the contract or notional amounts of the
instruments.
<PAGE>
5. DISTRIBUTIONS AND REDEMPTIONS
Distributions of profits, if any, will be made at the sole discretion
of the General Partner. Units may be redeemed, at the option of any
limited partner, as of the last day of any calendar quarter on ten
business days' notice to the General Partner. Units are redeemed at Net
Asset Value as defined in the partnership agreement. No distributions
of profits have been made since the commencement of the Partnership's
operations.
Effective January 1, 2000, approximately $43,000 in redemptions were
made by unitholders.
6. NET ASSET VALUE PER UNIT
Changes in the net asset value per Unit, based on average units
outstanding, during the years ended December 31, 1999, 1998 and 1997
were as follows:
<TABLE>
<CAPTION>
1999 1998* 1997*
<S> <C> <C> <C>
Net realized and unrealized gains (losses) on
trading of futures, forward and option contracts $ (8.96) $ (21.85) $ 13.84
Income from Millburn Currency Fund, L.P. 7.41 6.75 -
Interest income .07 4.59 6.56
Administrative expense (.56) (1.48) (1.23)
------------ ------------ ------------
NET INCOME (LOSS) PER UNIT (2.04) (11.99) 19.17
Net asset value per Unit, beginning of year 109.95 121.94 102.77
------------ ------------ ------------
NET ASSET VALUE PER UNIT, END OF YEAR $ 107.91 $ 109.95 $ 121.94
------------ ------------ ------------
</TABLE>
*Certain amounts have been reclassified for comparative purposes.
7. INVESTMENT IN MILLBURN CURRENCY FUND, L.P.
On August 1, 1998, the General Partner transferred $1,880,000 in assets
to Millburn Currency Fund, L.P., ("MCF"), a partnership managed by the
same General Partner, which uses identical trading strategies. The
Partnership was given a special limited partnership interest in MCF
(not subject to brokerage fee or profit share) and will receive its
proportionate share of trading income or loss based on its month end
investment as a percentage of MCF's total month end net asset value.
Full or partial redemptions are permitted at the end of any calendar
month.
<PAGE>
As of December 31, 1999 and December 31, 1998, the Partnership's
investment in Millburn Currency Fund, L.P. approximates 102.5% and
102.9% of its net assets and is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR $ 1,867,851 $ -
Subscriptions - 1,880,000
Income:
Realized gains (losses) (54,282) 24,493
Change in unrealized appreciation (depreciation) 109,403 (17,242)
---------------- ----------------
NET REALIZED AND UNREALIZED GAINS ON
TRADING OF FUTURES AND FORWARD CONTRACTS 55,121 7,251
Interest and dividend income 77,222 43,629
---------------- ----------------
TOTAL INCOME 132,343 50,880
---------------- ----------------
Less: Administrative expenses 8,307 4,105
---------------- ----------------
NET INCOME 124,036 46,775
Less: Redemptions 488,237 58,924
---------------- ----------------
NET ASSET VALUE, END OF YEAR $ 1,503,650 $ 1,867,851
================ ================
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MILLBURN
CURRENCY FUND II L.P. STATEMENTS OF FINANCIAL CONDITION (1999 AND 1998) AND
STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' CAPITAL (1999, 1998 AND
1997) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 15,982
<SECURITIES> 1,503,650
<RECEIVABLES> 11,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,530,632
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,530,632
<CURRENT-LIABILITIES> 64,155
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,466,477
<TOTAL-LIABILITY-AND-EQUITY> 1,530,632
<SALES> 0
<TOTAL-REVENUES> 125,151
<CGS> 0
<TOTAL-COSTS> 105,346
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 28,183
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,805
<EPS-BASIC> (2.04)
<EPS-DILUTED> (2.04)
</TABLE>
