FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1998
Commission File Number 0-24280
SHEARSON MID-WEST FUTURES FUND
(Exact name of registrant as specified in its charter)
New York 13-3634370
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Smith Barney Futures Management Inc.
390 Greenwich St. - 1st Fl.
New York, New York 10013
(Address and Zip Code of principal executive offices)
(212) 723-5424
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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
<PAGE>
SHEARSON MID-WEST FUTURES FUND
FORM 10-Q
INDEX
Page
Number
PART I - Financial Information:
Item 1. Financial Statements:
Statement of Financial Condition at
June 30, 1998 and December 31, 1997. 3
Statement of Income and Expenses
and Partners' Capital for the three
and six months ended June 30, 1998
and 1997. 4
Notes to Financial Statements 5 - 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 9 - 11
Item 3. Quantitative and Qualitative
Disclosures of Market Risk 12
PART II - Other Information 13 - 14
2
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PART I
Item 1. Financial Statements
Shearson Mid - West Futures Fund
Statement of Financial Condition
June 30, December 31,
1998 1997
------------ ------------
Assets: (Unaudited)
Equity in commodity futures trading account:
Cash and cash equivalents $ 54,338,054 $ 62,456,814
Net unrealized appreciation (depreciation)
on open futures contracts (2,892,308) 3,053,604
------------ ------------
51,445,746 65,510,418
Interest receivable 179,279 223,149
============ ============
$ 51,625,025 $ 65,733,567
============ ============
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Commissions $ 258,125 $ 328,668
Management fees 171,051 218,016
Administrative fees 42,763 54,504
Incentive fees - 658,743
Other fees 51,682 41,906
Redemptions payable 407,899 136,695
------------ ------------
931,520 1,438,532
------------ ------------
Partners' Capital:
General Partner, 322.1307 Unit equivalents
outstanding in 1998 and 1997 678,678 840,500
Limited Partners, 23,739.2508 and 24,319.6068
Units of Limited Partnership Interest
outstanding in 1998 and 1997, respectively 50,014,827 63,454,535
------------ ------------
50,693,505 64,295,035
------------ ------------
$ 51,625,025 $ 65,733,567
============ ============
See Notes to Financial Statements.
3
<PAGE>
SHERASON MID-WEST FUTURES FUND L.P.
STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Income:
Net gains (losses) on trading of commodity futures:
Realized losses on closed positions $ (1,624,478) $ (5,988,021) $ (4,287,602) $ (3,472,298)
Change in unrealized gains/losses on open
positions (3,504,281) 1,680,773 (5,945,912) 810,461
------------ ------------ ------------ ------------
(5,128,759) (4,307,248) (10,233,514) (2,661,837)
Less, brokerage commissions and clearing fees
($11,461, $10,154, $27,248 and $20,408 respectively) (844,702) (884,802) (1,815,747) (1,868,747)
------------ ------------ ------------ ------------
Net realized and unrealized losses (5,973,461) (5,192,050) (12,049,261) (4,530,584)
Interest income 540,348 610,376 1,174,725 1,238,705
------------ ------------ ------------ ------------
(5,433,113) (4,581,674) (10,874,536) (3,291,879)
------------ ------------ ------------ ------------
Expenses:
Management fees 530,093 571,055 1,129,570 1,208,027
Administrative fees 132,524 142,763 282,393 302,006
Other 16,714 16,708 34,053 35,867
------------ ------------ ------------ ------------
679,331 730,526 1,446,016 1,545,900
------------ ------------ ------------ ------------
Net loss (6,112,444) (5,312,200) (12,320,552) (4,837,779)
Redemptions (934,070) (664,949) (1,280,978) (1,173,944)
------------ ------------ ------------ ------------
Net decrease in Partners' capital (7,046,514) (5,977,149) (13,601,530) (6,011,723)
Partners' capital, beginning of period 57,740,019 62,040,731 64,295,035 62,075,305
------------ ------------ ------------ ------------
Partners' capital, end of period $ 50,693,505 $ 56,063,582 $ 50,693,505 $ 56,063,582
------------ ------------ ------------ ------------
Net asset value per Unit
(24,061.3815 and 26,356.2202 Units outstanding
at June 30, 1998 and 1997, respectively) $ 2,106.84 $ 2,127.15 $ 2,106.84 $ 2,127.15
------------ ------------ ------------ ------------
Net loss per Unit of Limited Partnership
Interest and General Partner Unit equivalent $ (250.35) $ (199.77) $ (502.35) $ (182.69)
------------ ------------ ------------ ------------
</TABLE>
See Notes to Financial Statements
4
<PAGE>
Shearson Mid-West Futures Fund
Notes to Financial Statements
June 30, 1998
(Unaudited)
1. General:
Shearson Mid-West Futures Fund (the "Partnership") is a limited
partnership which was organized on August 21, 1991 under the partnership laws of
the State of New York to engage in the speculative trading of a diversified
portfolio of commodity interests including futures contracts, options and
forward contracts. The commodity interests that are traded by the Partnership
are volatile and involve a high degree of market risk.
Smith Barney Futures Management Inc. acts as the general partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner, acts as commodity broker for the Partnership. All trading
decisions for the Partnership are being made by John W. Henry & Company, Inc.
(the "Advisor"). On November 28, 1997, Smith Barney Holdings Inc. was merged
with Salomon Inc to form Salomon Smith Barney Holdings Inc. ("SSBH"), a wholly
owned subsidiary of Travelers Group. SB is a wholly owned subsidiary of SSBH.
The accompanying financial statements are unaudited but, in the opinion of
management, include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the Partnership's financial
condition at June 30, 1998 and the results of its operations for the three and
six months ended June 30, 1998 and 1997. These financial statements present the
results of interim periods and do not include all disclosures normally provided
in annual financial statements. It is suggested that these financial statements
be read in conjunction with the financial statements and notes included in the
Partnership's annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1997.
Due to the nature of commodity trading, the results of operations for the
interim periods presented should not be considered indicative of the results
that may be expected for the entire year.
5
<PAGE>
Shearson Mid-West Futures Fund
Notes to Financial Statements
(continued)
2. Net Asset Value Per Unit:
Changes in net asset value per Unit for the three and six months ended June
30, 1998 and 1997 were as follows:
THREE-MONTHS ENDED SIX-MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
Net realized and unrealized
losses $ (244.64) $ (195.25) $ (491.27) $ (171.28)
Interest income 22.17 22.99 47.92 46.48
Expenses (27.88) (27.51) (59.00) (57.89)
--------- --------- --------- ---------
Decrease for period (250.35) (199.77) (502.35) (182.69)
Net Asset Value per Unit,
beginning of period 2,357.19 2,326.92 2,609.19 2,309.84
--------- --------- --------- ---------
Net Asset Value per Unit,
end of period $2,106.84 $2,127.15 $2,106.84 $2,127.15
========= ========= ========= =========
3. Trading Activities:
The Partnership was formed for the purpose of trading contracts in a
variety of commodity interests, including derivative financial instruments and
derivative commodity instruments. The results of the Partnership's trading
activity are shown in the statement of income and expenses.
The Customer Agreement between the Partnership and SB gives the
Partnership the legal right to net unrealized gains and losses.
All of the commodity interests owned by the Partnership are held for
trading purposes. The fair value of these commodity interests, including options
thereon, at June 30, 1998 and December 31, 1997 was $(2,892,308) and $3,053,604,
respectively, and the average fair value during the six and twelve months then
ended, based on monthly calculation, was $397,108 and $3,584,774, respectively.
4. Financial Instrument Risk:
The Partnership is party to financial instruments with off- balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
include forwards, futures and options, whose value is based upon an underlying
asset, index,
6
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or reference rate, and generally represent future commitments to exchange
currencies or cash flows, to purchase or sell other financial instruments at
specific terms at specified future dates, or, in the case of derivative
commodity instruments, to have a reasonable possibility to be settled in cash or
with another financial instrument. These instruments may be traded on an
exchange or over-the-counter ("OTC"). Exchange traded instruments are
standardized and include futures and certain option contracts. OTC contracts are
negotiated between contracting parties and include forwards and certain options.
Each of these instruments is subject to various risks similar to those related
to the underlying financial instruments including market and credit risk. In
general, the risks associated with OTC contracts are greater than those
associated with exchange traded instruments because of the greater risk of
default by the counterparty to an OTC contract.
Market risk is the potential for 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 commodity 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 with
respect to exchange traded instruments is reduced to the extent that an exchange
or clearing organization acts as a counterparty to the transactions. 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 and
not represented by the contract or notional amounts of the instruments. The
Partnership has concentration risk because the sole counterparty or broker with
respect to the Partnership's assets is SB.
The General Partner monitors and controls the Partnership's risk exposure
on a daily basis through financial, credit and risk management monitoring
systems and, accordingly believes that it has effective procedures for
evaluating and limiting the credit and market risks to which the Partnership is
subject. These monitoring systems allow the General Partner to statistically
analyze actual trading results with risk adjusted performance indicators and
correlation statistics. In addition, on-line monitoring systems provide account
analysis of futures, forwards and options positions by sector, margin
requirements, gain and loss transactions and collateral positions.
The notional or contractual amounts of these instruments, while not
recorded in the financial statements, reflect the extent of the Partnership's
involvement in these instruments. At June 30, 1998, the notional or contractual
amounts of the Partnership's
7
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commitment to purchase and sell these instruments was $591,560,404 and
$638,399,052, respectively, as detailed below. All of these instruments mature
within one year of June 30, 1998. However, due to the nature of the
Partnership's business, these instruments may not be held to maturity. At June
30, 1998, the fair value of the Partnership's derivatives including options
thereon, was $(2,892,308) as detailed below.
JUNE 30, 1998
NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS
TO PURCHASE TO SELL FAIR VALUE
Currencies * $ 77,285,387 $147,765,066 $ (2,905,332)
Interest Rates U.S. 282,692,350 - 552,150
Interest Rates Non U.S. 231,582,667 456,629,659 246,776
Metal - 24,757,230 (537,690)
Indices - 9,247,097 (248,212)
------------ ------------ ------------
Totals $591,560,404 $638,399,052 $ (2,892,308)
============ ============ ============
At December 31, 1997, the notional or contractual amounts of the
Partnership's commitment to purchase and sell these instruments was $280,212,217
and $428,797,179, respectively, and the fair value of the Partnership's
derivatives, including options thereon, was $3,053,604, as detailed below.
DECEMBER 31, 1997
NOTIONAL OR CONTRACTUAL
AMOUNT OF COMMITMENTS
TO PURCHASE TO SELL FAIR VALUE
Currencies * $ 72,139,633 $137,350,403 $ (315,816)
Interest Rates U.S. 59,122,937 - 470,500
Interest Rates Non-U.S 141,407,722 260,654,913 161,757
Metals 7,541,925 25,355,150 2,293,635
Stock Indices - 5,436,713 443,528
------------ ------------ ------------
Total $280,212,217 $428,797,179 $ 3,053,604
============ ============ ============
* The notional or contractual commitment amounts and the net unrealized gain
amount listed for the currency sector represent OTC contracts. All other sectors
listed represent exchange traded contracts.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity futures trading account, net unrealized
appreciation (depreciation) on open futures contracts and interest receivable.
Because of the low margin deposits normally required in commodity futures
trading, relatively small price movements may result in substantial losses to
the Partnership. While substantial losses could lead to a decrease in liquidity,
no such losses occurred in the second quarter of 1997.
The Partnership's capital consists of the capital contributions of the
partners as increased or decreased by gains or losses on commodity futures
trading, expenses, interest income, redemptions of Units and distributions of
profits, if any.
For the six months ended June 30, 1998, Partnership capital decreased
21.2% from $64,295,035 to $50,693,505. This decrease was attributable to the
redemption of 580.3560 limited partnership Units resulting in an outflow of
$1,280,978 coupled with a net loss from operations of $12,320,552 for the six
months ended June 30, 1998. Future redemptions can impact the amount of funds
available for investments in commodity contract positions in subsequent periods.
Operational Risk
The General Partner administers the business of the Partnership through
various systems and processes maintained by SSBH. SSBH has analyzed the impact
of the year 2000 on its systems and processes and modifications for compliance
are proceeding according to plan. All modifications necessary for year 2000
compliance are expected to be completed by the first quarter of 1999. In July
1998, SB participated in successful industry-wide testing coordinated by the
Securities Industry Association and plans to participate in such tests in the
future. The purpose of industry-wide testing is to confirm that exchanges,
clearing organizations, and other securities industry participants are prepared
for the year 2000. The failure of vendors, clients, or regulators to resolve
their own Year 2000 compliance issues in a timely manner could result in
material financial risk to the Partnership.
Results of Operations
During the Partnership's second quarter of 1998, the net asset value per
Unit decreased 10.6% from $2,357.19 to $2,106.84 as compared to the second
quarter of 1997 in which the net asset value per Unit decreased by 8.6%. The
Partnership experienced a net trading loss before commissions and expenses in
the second quarter of 1998 of $5,128,759. Losses were experienced in the trading
of
9
<PAGE>
commodity futures in currencies, indices, U.S. and non U.S. interest rates and
metals. The Partnership experienced a net trading loss before commissions and
expenses in the second quarter of 1997 of $4,307,248. Losses were recognized in
the trading of commodity futures in currencies and U.S. and non U.S. interest
rates and were partially offset by gains recognized in the trading of metals and
indices.
Commodity futures markets are highly volatile. Broad price fluctuations
and rapid inflation increase the risks involved in commodity trading, but also
increase the possibility of profit. The profitability of the Partnership depends
on the existence of major price trends and the ability of the Advisor to
identify correctly those price trends. These price trends are influenced by,
among other things, changing supply and demand relationships, weather,
governmental, agricultural, commercial and trade programs and policies, national
and international political and economic events and changes in interest rates.
To the extent that market trends exist and the Advisor is able to identify them,
the Partnership expects to increase capital through operations.
Interest income on 80% of the Partnership's average daily equity was
earned on the monthly average 13-week U.S. Treasury Bill yield. Interest income
for the three and six months ended June 30, 1998, decreased by $70,028 and
$63,980, respectively, as compared to the corresponding period in 1997. This
decrease is primarily the result of the effect of redemptions on the
Partnership's equity maintained in cash during 1998 in addition to negative
trading performance.
Brokerage commissions are calculated on the adjusted net asset value on
the last day of each month and, therefore, vary according to trading performance
and redemptions. Accordingly, they must be compared in relation to the
fluctuations in the monthly net asset values. Commissions and clearing fees for
the three and six months ended June 30, 1998 decreased by $40,100 and 53,000,
respectively, as compared to the corresponding periods in 1997.
Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading performance
and redemptions. Management fees for the three and six months ended June 30,
1998 decreased by $40,962 and $78,457 respectively, as compared to the
corresponding periods in 1997.
Administrative fees are paid to the General Partner for administering the
business and affairs of the Partnership. These fees are calculated as a
percentage of the Partnership's net asset value as of the end of each month and
are affected by trading performance and redemptions. Administrative fees for the
three and six months ended June 30, 1998 decreased by $10,239 and $19,613,
respectively, as compared to the corresponding periods in 1997.
10
<PAGE>
Incentive fees are based on the new trading profits generated by the
Advisor as defined in the advisory agreement between the Partnership, the
General Partner and the Advisor. There were no incentive fees earned for the
three and six months ended June 30, 1998 or 1997.
11
<PAGE>
Item 3. Quantitative and Qualitative Disclosures of Market Risk
The fund is subject to SEC Financial Reporting Release No. 48,
Quantitative and Qualitative Disclosures of Market Risk and will comply with the
disclosure and reporting requirements in its form 10K as of December 31, 1998.
12
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Between May 1994 and the present, Salomon Brothers Inc. ("SBI"), SB
and The Robinson Humphrey Company, Inc. ("R- H"), all currently
subsidiaries of Salomon Smith Barney Holdings Inc. ("SSBHI"), along
with a number of other broker-dealers, were named as defendants in
approximately 25 federal court lawsuits and two state court
lawsuits, principally alleging that companies that make markets in
securities traded on NASDAQ violated the federal antitrust laws by
conspiring to maintain a minimum spread of $.25 between the bid and
asked price for certain securities. The federal lawsuits and one
state court case were consolidated for pre-trial purposes in the
Southern District of New York in the fall of 1994 under the caption
In re NASDAQ Market-Makers Antitrust Litigation, United States
District Court, Southern District of New York No. 94-CIV-3996 (RWS);
M.D.L. No. 1023. The other state court suit, Lawrence A. Abel v.
Merrill Lynch & Co., Inc. et al.; Superior Court of San Diego, Case
No. 677313, has been dismissed without prejudice in conjunction with
a tolling agreement.
In consolidated action, the plaintiffs purport to represent a class
of persons who bought one or more of what they currently estimate to
be approximately 1,650 securities on NASDAQ between May 1, 1989 and
May 27, 1994. They seek unspecified monetary damages, which would be
trebled under the antitrust laws. The plaintiffs also seek
injunctive relief, as well as attorney's fees and the costs of the
action. (The state cases seek similar relief.) Plaintiffs in the
consolidated action filed an amended consolidated complaint that
defendants answered in December 1995. On November 26, 1996, the
Court certified a class composed of retail purchasers. A motion to
include institutional investors in the class and to add class
representatives was granted. In December 1997, SBI, SB and R-H,
along with several other broker-dealer defendants, executed a
settlement agreement with the plaintiffs. This agreement has been
preliminarily approved by the U.S. District Court for the Southern
District of New York but is subject to final approval.
On July 17, 1996, the Antitrust Division of the Department of
Justice filed a complaint against a number of firms that act as
market makers in NASDAQ stocks. The complaint basically alleged that
a common understanding arose among NASDAQ market makers which worked
to keep quote spreads in NASDAQ stocks artificially wide.
Contemporaneous with the
13
<PAGE>
filing of the complaint, SBI, SB and other defendants entered into a
stipulated settlement agreement, pursuant to which the defendants
would agree not to engage in certain practices relating to the
quoting of NASDAQ securities and would further agree to implement a
program to ensure compliance with federal antitrust laws and with
the terms of the settlement. In entering into the stipulated
settlement, SBI and SB did not admit any liability. There are no
fines, penalties, or other payments of monies in connection with the
settlement. In April 1997, the U.S. District Court for the Southern
District of New York approved the settlement. In May 1997,
plaintiffs in the related civil action (who were permitted to
intervene for limited purposes) appealed the district court's
approval of the settlement. The appeal was argued in March 1998 and
was affirmed in August 1998.
The Securities and Exchange Commission ("SEC") is also conducting a
review of the NASDAQ marketplace, during which it has subpoenaed
documents and taken the testimony of various individuals including
SBI and SB personnel. In July 1996, the SEC reached a settlement
with the National Association of Securities Dealers and issued a
report detailing certain conclusions with respect to the NASD and
the NASDAQ market.
In December 1996, a complaint seeking unspecified monetary damages
was filed by Orange County, California against numerous brokerage
firms, including SB, in the U.S. Bankruptcy Court for the Central
District of California. Plaintiff alleged, among other things, that
the defendants recommended and sold to plaintiff unsuitable
securities. The case (County of Orange et al. v. Bear Stearns & Co.
Inc. et al.) had been subject to a stay by agreement of the parties
which will expire on August 21, 1998.
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders -
None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K - None
14
<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.
SHEARSON MID-WEST FUTURES FUND
By: Smith Barney Futures Management Inc.
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 8/14/98
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 and on the dates indicated.
By: Smith Barney Futures Management Inc.
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 8/14/98
By: /s/ Daniel A. Dantuono
Daniel A. Dantuono
Chief Financial Officer and
Director
Date: 8/14/98
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000924875
<NAME> Shearson Mid-West Futures Fund
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 54,338,054
<SECURITIES> (2,892,308)
<RECEIVABLES> 179,279
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,625,025
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 51,625,025
<CURRENT-LIABILITIES> 931,520
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 50,693,505
<TOTAL-LIABILITY-AND-EQUITY> 51,625,025
<SALES> 0
<TOTAL-REVENUES> (10,874,536)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,446,016
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,320,552)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,320,552)
<EPS-PRIMARY> (502.35)
<EPS-DILUTED> 0
</TABLE>
