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
[No Fee Required]
For the period ended December 31, 1997 or
[ ] Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from
________________to___________________
Commission File Number 33-80146
DEAN WITTER SPECTRUM STRATEGIC L.P.
(Exact name of registrant as specified in its Limited Partnership
Agreement)
DELAWARE 13-3782225
(State or other jurisdiction of
(I.R.S. Employer
incorporation of organization)
Identification No.)
c/o Demeter Management Corporation
Two World Trade Center, New York, N.Y. - 62nd Flr.
10048 (Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
(212) 392-5454
Securities registered pursuant to Section 12(b) of the Act:
Name of each
exchange
Title of each class
on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
(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 X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (section 229.405 of this
chapter) 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 of this Form 10K. [X ]
State the aggregate market value of the Units of Limited
Partnership Interest held by non-affiliates of the registrant.
The aggregate market value shall be computed by reference to the
price at which units were sold, or the average bid and asked
prices of such units, as of a specified date within 60 days prior
to the date of filing: $61,595,890.29 at January 31, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)
<PAGE>
<TABLE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 1997
<CAPTION>
Page No.
<S>
<C>
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . .
. . . . 1
Part I .
Item 1. Business. . . . . . . . . . . . . . . . . . . . .
. 2-5
Item 2. Properties. . . . . . . . . . . . . . . . . . . .
. . 5
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . .
. 5-7
Item 4. Submission of Matters to a Vote of Security
Holders . . 7
Part II.
Item 5. Market for the Registrant's Partnership Units and
Related Security Holder Matters . . . . . . . . .
. . 8-10
Item 6. Selected Financial Data . . . . . . . . . . . . .
. . . 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . .
. 12-19
Item 8. Financial Statements and Supplementary Data. . . .
. 19
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . .
. . 19
Part III.
Item10. Directors, Executive Officers, Promoters and
Control Persons of the Registrant . . . . . . . .
20-24
Item11. Executive Compensation . . . . . . . . . . . . . .
. 24-25
Item12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . .
. 25
Item13. Certain Relationships and Related Transactions . .
. 25
Part IV.
Item14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . .
. . 26
</TABLE>
<PAGE>
<TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by
reference as follows:
<CAPTION>
Documents Incorporated Part
of Form 10-K
<S> <C>
Partnership's Registration Statement
on Form S-1 (File No. 33-80146) I
Partnership's Registration Statement
on Form S-1 (File No. 333-0494) I
Partnership's Registration Statement
on Form S-1, (File No. 333-3222)
(including the Partnership's latest
Prospectus dated April 25, 1997
together with the Supplement to the
Prospectus dated December 19, 1997). I
December 31, 1997 Annual Report for
the Dean Witter Spectrum Series II and
IV
</TABLE>
<PAGE>
PART I
Item 1. BUSINESS
(a) General Development of Business. Dean Witter
Spectrum Strategic L.P. (the "Partnership") is a Delaware
limited partnership formed to engage in the speculative
trading of futures and forward contracts and options on
futures contracts, and on physical commodities, and other
commodity interests, including foreign currencies, financial
instruments, precious and industrial metals, energy
products, and agriculturals (collectively "futures
interests").
An aggregate of 10,000,00 Units of limited
partnership interest ("Units") in the Partnership and its
affiliated partnerships, Dean Witter Spectrum Balanced L.P.
and Dean Witter Spectrum Technical L.P., were registered
pursuant to a Registration Statement on Form S-1 (File No.
33-80146) which became effective on September 15, 1994, with
an arbitrary allocation of 4,000,000 Units to the
Partnership. The offering of units was underwritten
initially at $10.00 per unit on a "best efforts" basis by
Dean Witter Reynolds Inc. ("DWR"). The Partnership's
general partner is Demeter Management Corporation
("Demeter"). DWR and Demeter are wholly-owned subsidiaries
of Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").
The Partnership commenced operations on November 2, 1994.
An aggregate of 8,500,000 additional Units in the
Partnership were registered pursuant to the Registration
Statements on Form S-1 (File Nos.
<PAGE>
333-00494 and 333-3222), which became effective on January
31, 1996 and April 30, 1996, respectively. Units of limited
partnership interest are offered at monthly closings at a
price equal to 100% of the Net Asset Value per Unit as of
the close of business on the last day of the month.
Through July 31, 1997, the sole commodity broker for
the Partnership's transactions was DWR. On July 31, 1997,
DWR closed the sale of its institutional futures business
and foreign currency trading operations to Carr Futures,
Inc. ("Carr"), a subsidiary of Credit Agricole Indosuez.
Following the sale, Carr became the clearing commodity
broker for the Partnership's futures and futures options
trades and the counterparty on the Partnership's foreign
currency trades. DWR serves as the non-clearing commodity
broker for the Partnerships with Carr providing all clearing
services for the Partnerships' transactions.
The Partnership's Net Asset Value per Unit as of
December 31, 1997 was $10.71, representing an increase of
0.37% from the Net Asset Value per Unit of $10.67 on
December 31, 1996. For a more detailed description of the
Partnership's business see subparagraph (c).
(b) Financial Information about Industry Segments.
The Partnership's business comprises only one segment for
financial reporting purposes, speculative trading of
commodity futures contracts and other
commodity interests. The relevant financial information is
presented in Items 6 and 8.
<PAGE>
(c) Narrative Description of Business. The
Partnership is in the business of speculative trading in
commodity futures contracts and other commodity interests,
pursuant to trading instructions provided by Blenheim
Investments, Inc., A. Gary Shilling & Co., Inc., and
Willowbridge Associates Inc., its independent trading
advisors. For a detailed description of the different
facets of the Partnership's business, see those portions of
the Partnership's Prospectus, dated April 25, 1997 (the
"Prospectus"), filed as part of the Registration Statement
on Form S-1 (File No. 333-3222) (see "Documents Incorporated
by Reference" Page 1), set forth below and the corresponding
portions of the Prospectus Supplement dated December 19,
1997 (the "Supplement").
Facets of Business
1. Summary 1. "Summary of the
Prospectus"
(Pages 1-9 of the
Prospectus).
2. Futures, Options and 2. "The Futures, Options
and
Forward Markets and Forwards Markets"
(Pages 146-150 of the
Prospectus).
3. Partnership's Trading 3. "Investment Program,
Arrangements and Use of Proceeds and
Policies Trading Policies"
(Page 34 of the
Prospectus)
"The Trading Advisors"
(Pages 58-139 of the
Prospectus and Pages
S-6 -S-9 of the
Supplement).
<PAGE>
4. Management of the Part- 4. "The Management
Agree-
nership ments (Page 141 of
the
Prospectus). "The
General Partner" (Pages 52-54 of
the Prospectus and Page
S-5 of the
Supplement), "The
Commodity Broker" (Page 145 and
Page S-8 of the
Supplement) and "The Limited
Partnership
Agreements" (Pages 150- 153 of
the Prospectus).
5. Taxation of the Partner- 5. "Material Federal
Income ship's Limited
Partners Tax Considerations"
and "State and Local
Income Tax Aspects"
(Pages 158-165 of
the Prospectus and
Page S-9 of the
Supplement).
(d) Financial Information About Foreign and Domestic
Operations and Export Sales.
The Partnership has not engaged in any operations in
foreign countries; however, the Partnership (through the
commodity brokers) enters into forward contract transactions
where foreign banks are the contracting party and trades in
futures interests on foreign exchanges.
Item 2. PROPERTIES
The executive and administrative offices are located
within the offices of DWR. The DWR offices utilized by the
Partnership are located at Two World Trade Center, 62nd
Floor, New York, NY 10048.
Item 3. LEGAL PROCEEDINGS
On September 6, 10, and 20, 1996, and on March 13,
1997, similar purported class actions were filed in the
Superior Court of the State of
<PAGE>
California, County of Los Angeles, on behalf of all
purchasers of interests in limited partnership commodity
pools sold by DWR. Named defendants include DWR, Demeter,
Dean Witter Futures & Currency Management, Inc.("DWFCM"),
MSDWD (all such parties referred to hereafter as the "Dean
Witter Parties"), certain limited partnership commodity
pools of which Demeter is the general partner, and certain
trading advisors to those pools. On June 16, 1997, the
plaintiffs in the above actions filed a consolidated amended
complaint, alleging, among other things, that the defendants
committed fraud, deceit, negligent misrepresentation,
various violations of the California Corporations Code,
intentional and negligent breach of fiduciary duty,
fraudulent and unfair business practices, unjust enrichment,
and conversion in the sale and operation of the various
limited partnerships commodity pools. Similar purported
class actions were also filed on September 18 and 20, 1996,
in the Supreme Court of the State of New York, New York
County, and on November 14, 1996 in the Superior Court of
the State of Delaware, New Castle County, against the Dean
Witter Parties and certain trading advisors on behalf of all
purchasers of interests in various limited partnership
commodity pools sold by DWR. A consolidated and amended
complaint in the action pending in the Supreme Court of the
State of New York was filed on August 13, 1997, alleging
that the defendants committed fraud, breach of fiduciary
duty, and negligent
<PAGE>
misrepresentation in the sale and operation of the various
limited Partnership commodity pools. On December 16, 1997,
upon motion of the plaintiffs, the action pending in the
Superior Court of the State of Delaware was voluntarily
dismissed without prejudice. The complaints seek
unspecified amount of compensatory and punitive damages and
other relief. It is possible that additional similar
actions may be filed and that, in the course of these
actions, other parties could be added as defendants. The
Dean Witter Parties believe that they have strong defenses
to, and they will vigorously contest, the actions. Although
the ultimate outcome of legal proceedings cannot be
predicted with certainty, it is the opinion of management of
the Dean Witter Parties that the resolution of the actions
will not have a material adverse effect on the financial
condition or the results of operations of any of the Dean
Witter Parties.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
PART II
Item 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
RELATED
SECURITY HOLDER MATTERS
There is no established public trading market for the
Units of Limited Partnership Interest in the Partnership.
The number of holders of Units at December 31, 1997 was
approximately 9,129. No distributions have been made by the
Partnership since it commenced trading operations on
November 2, 1994. Demeter has sole discretion to decide what
distributions, if any, shall be made to investors in the
Partnership. No determination has yet been made as to
future distributions.
Dean Witter Spectrum Strategic L.P. ("Spectrum
Strategic"); Dean Witter Spectrum Technical L.P. ("Spectrum
Technical"); and Dean Witter Spectrum Balanced L.P.
("Spectrum Balanced" and, collectively with Spectrum
Strategic and Spectrum Technical, the "Partnerships")
collectively registered 10,000,000 Units of Limited
Partnership Interest ("Units") pursuant to a Registration
Statement on Form S-1, which became effective on September
15, 1994 (the "Registration Statement") (SEC File Number 33-
80146). While such Units were not allocated among the
Partnerships at that time, they were subsequently allocated
for convenience purposes as follows: Spectrum Strategic
4,000,000, Spectrum Technical 4,000,000 and Spectrum
Balanced 2,000,000. The Partnerships registered an
additional 20,000,000 Units pursuant to a new Registration
Statement on Form S-1, which become effective on January 31,
1996 (SEC
<PAGE>
File Number 333-00494); such units were allocated among the
Partnerships as follows: Spectrum Strategic 6,000,000,
Spectrum Technical 9,000,000 and Spectrum Balanced
5,000,000. The Partnerships registered an additional
8,500,000 Units pursuant to another Registration Statement
on Form S-1, which become effective on April 30, 1996 (SEC
File Number 333-3222); such Units were allocated among the
Partnerships as follows: Spectrum Strategic 2,500,000,
Spectrum Technical 5,000,000 and Spectrum Balanced
1,000,000. The managing underwriter for the Partnerships is
DWR.
The "Initial Offering" by the Partnerships, when Units
were sold for $10 each, commenced on September 15, 1994 and
closed on November 2, 1994; a "Continuing Offering" began
thereafter, during which Units are being sold at monthly
closings as of the last day of each month at a price equal
to 100% of the Net Asset Value of a Unit as of the date of
such monthly closing.
Through December 31, 1997, 6,755,352.643 Units were
sold, leaving 5,744,647.357 Units unsold as of January 1,
1998. The aggregate offering amount registered was
$135,880,000, based upon the offering prices of $10 per Unit
for the 4,000,000 Units registered on September 15, 1994;
$11.73 per Unit for the 6,000,000 Units registered on
January 31, 1996; and $10.20 per Unit for the 2,500,000
Units registered on April 30, 1996.
<PAGE>
The aggregate price of the Units sold through December 31,
1997 is $71,578,984.
Since DWR has paid all expenses of the Initial and
Continuing Offerings, and no other expenses are chargeable
against proceeds, 100% of the proceeds of the offering have
been applied to the working capital of the Partnership for
use in accordance with the "Use of Proceeds" section of the
Prospectus included as part of each Registration Statement.
<PAGE>
<TABLE>
Item 6. SELECTED FINANCIAL DATA (in dollars)
<CAPTION>
For
the
Period from
November 2, 1994 com
mencement of
For the Years Ended December 31,
operations) to
1997 1996 1995
December 31, 1994
<S> <C> <C> <C>
<C>
Total Revenues
(including interest) 5,989,330 4,905,380 5,747,054
201,007
Net Income (Loss) (1,064,879) (806,863) 2,683,129
5,794
Net Income (Loss)
Per Unit (Limited
& General Partners) 0.04 (.39) 1.05
.01
Total Assets 61,010,043 47,089,676 33,049,282
12,042,772
Total Limited
Partners' Capital 58,482,349 44,645,423 32,132,595
11,791,839
Net Asset Value Per
Unit of Limited
Partnership Interest 10.71 10.67 11.06
10.01
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity. The Partnership's assets are on deposit in
separate commodity interest trading accounts with DWR and
Carr, the commodity brokers, and are used by the Partnership
as margin to engage in commodity futures, forward contracts
and other commodity interest trading. DWR and Carr hold
such assets in either designated depositories or in
securities approved by the Commodity Futures Trading
Commission ("CFTC") for investment of customer funds. The
Partnership's assets held by DWR and Carr may be used as
margin solely for the Partnership's trading. Since the
Partnership's sole purpose is to trade in commodity futures
contracts and other commodity interests, it is expected that
the Partnership will continue to own such liquid assets for
margin purposes.
The Partnership's investment in commodity futures
contracts, forward contracts and other commodity interests
may be illiquid. If the price for 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.
<PAGE>
There is no limitation on daily price moves in trading
forward contracts on foreign currencies. The markets for
some world currencies have low trading volume and are
illiquid, which may prevent the Partnership from trading in
potentially profitable markets or prevent the Partnership
from promptly liquidating unfavorable positions in such
markets and subjecting it to substantial losses. Either of
these market conditions could result in restrictions on
redemptions.
Market Risk. The Partnership trades futures, options
and forward contracts in interest rates, stock indices,
commodities and currencies. In entering into these
contracts there exists a risk to the Partnership (market
risk) that such contracts may be significantly influenced by
market conditions, such as interest rate volatility,
resulting in such contracts being less valuable. If the
markets should move against all of the futures interest
positions held by the Partnership at the same time, and if
the Trading Advisors was unable to offset futures interest
positions of the Partnership, the Partnership could lose all
of its assets and the Limited Partners would realize a 100%
loss. The Partnership has established Trading Policies,
which include standards for liquidity and leverage which
help control market risk. Both the Trading Advisors and
Demeter monitor the Partnership's trading activities to
ensure compliance with the Trading Policies. Demeter may
(under terms of
<PAGE>
the Management Agreements) override the trading instructions
of a Trading Advisor to the extent necessary to comply with
the Partnership's Trading Policies.
Credit Risk. In addition to market risk, in entering
into futures, options and forward contracts there is a
credit risk to the Partnership that the counterparty on a
contract will not be able to meet its obligations to the
Partnership. The ultimate counterparty of the Partnership
for futures contracts traded in the United States and most
foreign exchanges on which the Partnership trades is the
clearinghouse associated with such exchange. In general, a
clearinghouse is backed by the membership of the exchange
and will act in the event of non-performance by one of its
members or one of its member's customers, and, as such,
should significantly reduce this credit risk. For example,
a clearinghouse may cover a default by (i) drawing upon a
defaulting member's mandatory contributions and/or non-
defaulting members' contributions to a clearinghouse
guarantee fund, established lines or letters of credit with
banks, and/or the clearinghouse's surplus capital and other
available assets of the exchange and clearinghouse, or (ii)
assessing its members. In cases where the Partnership
trades on a foreign exchange where the clearinghouse is not
funded or guaranteed by the membership or where the exchange
is a "principals' market" in which performance is the
responsibility of the exchange member and not the
<PAGE>
exchange or a clearinghouse, or when the Partnership enters
into off-exchange contracts with a counterparty, the sole
recourse of the Partnership will be the clearinghouse, the
exchange member or the off-exchange contract counterparty,
as the case may be.
There can be no assurance that a clearinghouse,
exchange or other exchange member will meet its obligations
to the Partnership, and the Partnership is not
indemnified against a default by such parties from Demeter
or MSDWD or DWR. Further, the law is unclear as to whether
a commodity broker has any obligation to protect its
customers from loss in the event of an exchange,
clearinghouse or other exchange member default on trades
effected for the broker's customers; any such obligation on
the part of the broker appears even less clear where the
default occurs in a non-US jurisdiction.
Demeter deals with the credit risks in all
partnerships for which it serves as General Partner in
several ways. First, it monitors each partnership's credit
exposure to each exchange on a daily basis, calculating not
only the amount of margin required for it but also the
amount of its unrealized gains at each exchange, if any. The
commodity brokers inform each partnership, as with all their
customers, of its net margin requirements for all its
existing open positions, but do not break that net figure
down, exchange by exchange. Demeter, however, has installed
a system which permits it to monitor each Partnership's
potential margin liability, exchange by exchange.
<PAGE>
Demeter is then able to monitor the individual partnership's
potential net credit exposure to each exchange by adding the
unrealized trading gains on that exchange, if any, to the
partnership's margin liability thereon.
Second, as discussed earlier, each partnership's
trading policies limit the amount of partnership Net Assets
that can be committed at any given time to futures contracts
and require, in addition, a certain minimum amount of
diversification in the partnership's trading, usually over
several different products. One of the aims of such trading
policies has been to reduce the credit exposure of any
partnership to any single exchange and, historically, such
partnership exposure has typically amounted to only a small
percentage of its total Net Assets. On those relatively few
occasions where a partnership's credit exposure has climbed
above that level, Demeter has dealt with the situations on a
case by case basis, carefully weighing whether the increased
level of credit exposure remained appropriate. Demeter
expects to continue to deal with such situations in a
similar manner in the future.
Third, Demeter has secured, with respect to Carr acting
as the clearing broker for the partnerships, a guarantee by
Credit Agricole Indosuez, Carr's parent, of the payment of
the "net liquidating value" of the transactions (futures,
options and forward contracts) in each partnership's
account. As of December 31, 1997, Credit Agricole
<PAGE>
Indosuez' total capital was over $3.25 billion and it is
currently rated AA2 by Moody's.
With respect to forward contract trading, the
partnerships trade with only those counterparties which
Demeter, together with DWR, have determined to be
creditworthy. At the date of this filing, the
partnerships deal only with Carr as their counterparty on
forward contracts. The guarantee by Carr's parent,
discussed above, covers these forward contracts.
See "Financial Instruments" under Notes to Financial
Statements in the Partnership's 1997 Annual Report to
Partners, incorporated by reference in this Form 10-K.
Capital Resources. The Partnership does not have, nor
does it expect to have, any capital assets. Redemptions,
exchanges and sales of additional Units of Limited
Partnership interest in the future will impact the amount of
funds available for investments in subsequent periods. As
redemptions are at the discretion of Limited Partners, it is
not possible to estimate the amount and therefore, the
impact of future redemptions.
Results of Operations. As of December 31, 1997, the
Partnership's total capital was $59,095,581, an increase of
$13,976,704 from the Partnership's total capital of
$45,118,877, at December 31, 1996. For the year ended
December 31, 1997, the Partnership generated a net loss of
<PAGE>
$1,064,879. Total subscriptions aggregated $22,527,135 and
total redemp-tions aggregated $7,485,552.
For the year ended December 31, 1997, the Partnership's
total trading revenues including interest income were
$5,989,330. The Partnership's total expenses for the year
were $7,054,209, resulting in a net loss of $1,064,879. The
value of an individual unit in the Partnership increased
from $10.67 at December 31, 1996 to $10.71 at December 31,
1997.
As of December 31, 1996, the Partnership's total
capital was $45,118,877, an increase of $12,655,945 from the
Partnership's total capital of $32,462,932 at December 31,
1995. For the year ended December 31, 1995, the Partnership
incurred a net loss of $806,863, total subscriptions
aggregated $18,630,024 and redemptions aggregated
$5,167,216.
For the year ended December 31, 1996, the Partnership's
total trading revenues including interest income were
$4,905,380. The Partnership's total expenses for the year
were $5,712,243, resulting in a net loss of $806,863. The
value of an individual unit in the Partnership decreased
from $11.06 at December 31, 1995 to $10.67 at December 31,
1996.
As of December 31, 1995, the Partnership's total
capital was $32,462,932, an increase of $20,544,003 from the
Partnership's total capital of $11,918,929 at December 31,
1994. For the year ended December
<PAGE>
31, 1995, the Partnership generated net income of
$2,683,129, total subscriptions aggregated $19,251,379 and
redemptions aggregated $1,390,505.
For the year ended December 31, 1995, the Partnership's
total trading revenues including interest income was
$5,747,054. The Partnership's total expenses for the year
were $3,063,925, resulting in net income of $2,683,129. The
value of an individual unit in the Partnership increased
from $10.01 at December 31, 1994 to $11.06 at December 31,
1995.
The Partnership's overall performance record represents
varied results of trading in different commodity markets.
For a further description of trading results, refer to the
letter to the Limited Partners in the accompanying 1997
Annual Report to Partners, incorporated
by reference in this Form 10-K. The Partnership's gains and
losses are allocated among its Limited Partners for income
tax purposes.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item appears in the
attached 1997 Annual Report to Partners and is incorporated
by reference in this Annual Report on Form 10-K.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL
PERSONS OF THE REGISTRANT
General Partner
Demeter, a Delaware corporation, was formed on August
18, 1977 to act as a commodity pool operator and is
registered with the CFTC as a commodity pool operator and
currently is a member of the National Futures Association
("NFA") in such capacity. Demeter is wholly-owned by MSDWD
and is an affiliate of DWR. MSDWD, DWR and Demeter may each
be deemed to be "promoters" and/or a "parent" of the
Partnership within the meaning of the federal securities
laws.
On July 21, 1997, MSDWD, the sole shareholder of
Demeter, appointed a new Board of Directors consisting of
Richard M. DeMartini, Mark J. Hawley, Lawrence Volpe, Joseph
G. Siniscalchi, Edward C. Oelsner III, and Robert E. Murray.
Dean Witter Reynolds Inc.
DWR is a financial services company which provides to
its individual, corporate and institutional clients services
as a broker in securities and commodity interest contracts,
a dealer in corporate, municipal and government securities,
an investment adviser and an agent in the sale of life
insurance and various other products and services. DWR is a
member firm of the New York Stock Exchange, the American
Stock Exchange, the Chicago Board Options Exchange, and
other major securities exchanges.
<PAGE>
DWR is registered with the CFTC as a futures commission
merchant and is a member of the NFA in such capacity. As of
December 31, 1997, DWR is servicing its clients through a
network of approximately 401 branch offices with
approximately 10,155 account executives servicing individual
and institutional client accounts.
Directors and Officers of the General Partner
The directors and officers of Demeter as of December
31, 1997 are as follows:
Richard M. DeMartini, age 45, is the Chairman of the
Board and a Director of Demeter. Mr. DeMartini is also
Chairman of the Board and a Director of Dean Witter Futures
& Currency Management Inc. ("DWFCM"). Mr. DeMartini is
president and chief operating officer of MSDWD's Individual
Asset Management Group. He was named to this position in
May of 1997 and is responsible for Dean Witter InterCapital,
Van Kampen American Capital, insurance services, managed
futures, unit trust, investment consulting services, Dean
Witter Realty, and NOVUS Financial Corporation. Mr.
DeMartini is a member of the MSDWD management committee, a
director of the InterCapital funds, a trustee of the TCW/DW
funds and a trustee of the Van Kampen American Capital and
Morgan Stanley retail funds. Mr. DeMartini has been with
Dean Witter his entire career, joining the firm in 1975 as
an account executive. He served as a branch manager,
regional director and national sales director, before
<PAGE>
being appointed president and chief operating officer of the
Dean Witter Consumer Markets. In 1988 he was named
president and chief operating officer of Sears' Consumer
Banking Division and in January 1989 he became president and
chief operating officer of Dean Witter Capital. Mr.
DeMartini has served as chairman of the board of the Nasdaq
Stock Market, Inc. and vice chairman of the board of the
National Association of Securities Dealers, Inc. A native
of San Francisco, Mr. DeMartini holds a bachelor's degree in
marketing from San Diego State University.
Mark J. Hawley, age 54, is President and a Director of
Demeter. Mr. Hawley is also President and a Director of
DWFCM. Mr. Hawley joined DWR in February 1989 as Senior
Vice President and is currently the Executive Vice President
and Director of DWR's Managed Futures Department. From 1978
to 1989, Mr. Hawley was a member of the senior management
team at Heinold Asset Management, Inc., a CPO, and was
responsible for a variety of projects in public futures
funds. From 1972 to 1978, Mr. Hawley was a Vice President
in charge of institutional block trading for the Mid-West at
Kuhn Loeb & Company.
Lawrence Volpe, age 50, is a Director of Demeter and
DWFCM. Mr. Volpe joined DWR as a Senior Vice President and
Controller in September 1983, and currently holds those
positions. From July 1979 to September 1983, he was
associated with E.F. Hutton & Company Inc. and prior to his
departure, held the positions of First Vice President and
Assistant
<PAGE>
Controller. From 1970 to July 1979, he was associated with
Arthur Anderson & Co. and prior to his departure served as
audit manager in the financial services division.
Joseph G. Siniscalchi, age 52, is a Director of
Demeter. Mr. Siniscalchi joined DWR in July 1984 as a First
Vice President, Director of General Accounting and served as
a Senior Vice President and Controller for DWR's Securities
division through 1997. He is currently Executive Vice
President and Director of the Operations Division of DWR.
From February 1980 to July 1984, Mr. Siniscalchi was
Director of Internal Audit at Lehman Brothers Kuhn Loeb,
Inc.
Edward C. Oelsner, III, age 55, is a Director of
Demeter. Mr. Oelsner is currently an Executive Vice
President and head of the Product Development Group at Dean
Witter InterCapital Inc., an affiliate of DWR. Mr. Oelsner
joined DWR in 1981 as a Managing Director in DWR's
Investment Banking Department specializing in coverage of
regulated industries and, subsequently, served as head of
the DWR Retail Products Group. Prior to joining DWR, Mr.
Oelsner held positions at The First Boston Corporation as a
member of the Research and Investment Banking Departments
from 1967 to 1981. Mr. Oelsner received his M.B.A. in
Finance from the Columbia University Graduate School of
Business in 1966 and an A.B. in Politics from Princeton
University in 1964.
Robert E. Murray, age 37, is a Director of Demeter.
Mr. Murray is also a Director of DWFCM. Mr. Murray is
currently a Senior Vice
<PAGE>
President of DWR's Managed Futures Department and is the
Senior Administrative Officer of DWFCM. Mr. Murray began
his career at DWR in 1984 and is currently the Director of
Product Development for the Managed Futures Department. He
is responsible for the development and maintenance of the
proprietary Fund Management System utilized by DWFCM and
Demeter in organizing information and producing reports for
monitoring clients' accounts. Mr. Murray currently serves
as a Director of the Managed Funds Association. Mr. Murray
graduated from Geneseo State University in May 1983 with a
B.A. degree in Finance.
Patti L. Behnke, age 37, is Vice President and Chief
Financial Officer of Demeter. Ms. Behnke joined DWR in
April 1991 as Assistant Vice President of Financial
Reporting and is currently a First Vice President and
Director of Financial Reporting and Managed Futures
Accounting in the Individual Asset Management Group. Prior
to joining DWR, Ms. Behnke held positions of increasing
responsibility at L.F. Rothschild & Co. and Carteret Savings
Bank. Ms. Behnke began her career at Arthur Anderson & Co.,
where she was employed in the audit division from 1982-1986.
She is a member of the AICPA and the New York State Society
of Certified Public Accountants.
Item 11. EXECUTIVE COMPENSATION
The Partnership has no directors and executive
officers. As a limited partnership, the business of the
Partnership is managed by
<PAGE>
Demeter, which is responsible for the administration of the
business affairs of the Partnership but receives no
compensation for such services.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT (a) Security Ownership of Certain
Beneficial Owners - As of December 31, 1997, there were no
persons known to be beneficial owners of more than 5 percent
of the Units of Limited Partnership Interest in the
Partnership.
(b) Security Ownership of Management - At December 31,
1997, Demeter owned 57,258.883 Units of General Partnership
Interest represent-ing a 1.04 percent interest in the
Partnership.
(c) Changes in Control - None
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Note 2 - "Related Party Transactions" of
"Notes to Financial Statements", in the accompanying 1997
Annual Report to Partners, incorporated by reference in this
Form 10-K. In its capacity as the Partnership's retail
commodity broker, DWR received commodity brokerage
commissions (paid and accrued by the Partnership) of
$4,414,327 for the year ended December 31, 1997.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) 1. Listing of Financial Statements
The following financial statements and report of
independent public accountants, all appearing in the
accompanying 1997 Annual Report to Partners, are
incorporated by reference in this Form 10-K:
- Report of Deloitte & Touche LLP, independent
auditors, for the years ended December 31, 1997,
1996 and 1995.
- Statements of Financial Condition as of
December 31, 1997 and 1996.
- Statements of Operations, Changes in
Partners' Capital, and Cash Flows for the years
ended December 31, 1997, 1996 and 1995.
- Notes to Financial Statements.
With the exception of the aforementioned information
and the information incorporated in Items 7, 8 and 13,
the 1997 Annual Report to Partners is not deemed to be
filed with this report.
2. Listing of Financial Statement Schedules
No financial statement schedules are required to be
filed with this report.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the
Partnership during the last quarter of the period
covered by this report.
(c) Exhibits
Refer to Exhibit Index on Page E-1.
- 26-
<PAGE>
SIGNATURES
Pursuant to the requirement of Sections 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.
DEAN WITTER SPECTRUM
STRATEGIC L.P.
(Registrant)
BY: Demeter
Management Corporation,
General
Partner
March 23, 1998 BY: /s/ Mark J. Hawley
Mark J. Hawley, Director and
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 registrant and in the capacities and on
the dates indicated.
Demeter Management Corporation.
BY: /s/ Mark J. Hawley March 23,
1998
Mark J. Hawley, Director and
President
/s/ Richard M. DeMartini March 23,
1998
Richard M. DeMartini, Director
and Chairman of the Board
/s/ Lawrence Volpe March 23,
1998
Lawrence Volpe, Director
/s/ Joseph G. Siniscalchi March 23,
1998
Joseph G. Siniscalchi, Director
/s/ Edward C. Oelsner III March 23,
1998
Edward C. Oelsner III, Director
/s/ Robert E. Murray March 23,
1998
Robert E. Murray, Director
/s/ Patti L. Behnke March 23,
1998
Patti L. Behnke, Chief Financial
Officer and Principal Accounting
Officer
EXHIBIT INDEX
ITEM METHOD OF FILING
-3. Limited Partnership Agreement of
the Partnership, dated as of
May 27, 1994. (1)
- -10. Form of the
Management Agreements among
the Partnership, Demeter Management
Corporation and Blenheim Investments Inc., (2)
A. Gary Shilling & Co. Inc., and
Willowbridge Associates Inc. each
dated as of November 1, 1994.
- -10. Form of Amended and Restated Customer
Agreement between the Partnership and
Dean Witter Reynolds Inc., dated as of
September 1, 1996. (3)
- -13. December 31, 1997 Annual Report to Limited Partners. (4)
(1)
Incorporated by reference to Exhibit 3.01 and Exhibit 3.02
of the Partnership's Registration Statement on Form S-1
(File No. 33-80146).
(2)
Incorporated by reference to Exhibit 10.02 of the
Partnership's Registration Statement on Form S-1 (File No.
33-80146).
(3)
Incorporated by reference to Exhibit 10.01(a) of the
Partnership's Registration Statement on Form S-1 (File No.
333-3222).
(4) Filed
herewith.
<PAGE>
Dean Witter Spectrum Series
- --------------------------------------------------------------------------------
[ART]
December 31, 1997
Annual Report
[LOGO OF DEAN WITTER APPEARS HERE]
<PAGE>
DEAN WITTER
Two World Trade Center
62nd Floor
New York, NY 10048
Telephone (212) 392-8899
DEAN WITTER SPECTRUM SERIES
ANNUAL REPORT
1997
Dear Limited Partner:
This marks the fourth annual report for Dean Witter Spectrum Series. The Net
Asset Value per Unit for each of the three Dean Witter Spectrum Funds as of
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
FUNDS N.A.V. % CHANGE FOR YEAR
----- ------ -----------------
<S> <C> <C>
Spectrum Balanced $13.75 18.2%
Spectrum Strategic $10.71 0.4%
Spectrum Technical $14.63 7.5%
</TABLE>
DEAN WITTER SPECTRUM BALANCED L.P., a Fund that replicates a balanced portfolio
of stocks, bonds and managed futures utilizing the futures, options and forward
markets, achieved a profitable year. In January, the Fund recorded gains in the
currency markets from short positions in most European currencies as the value
of the U.S. dollar strengthened relative to these currencies. Additional gains
were recorded in the stock index portion of the balanced portfolio as long S&P
500 Index futures positions profited from an increase in domestic stock prices.
During February, gains were recorded in the currency markets from a continued
strengthening in the value of the U.S. dollar relative to most European
currencies, as well as the Singapore dollar. Additional gains were recorded
from short energy futures positions as oil and gas prices declined, and from
long positions in corn futures as prices in this market moved higher. In March,
losses were recorded from long S&P 500 Index futures positions as U.S. stock
prices moved lower late in the month. In currencies, a portion of previous
months' profits was given back as the previous upward trend in the value of the
U.S. dollar relative to most European currencies reversed lower.
<PAGE>
The Fund experienced losses during April from short U.S. interest rate futures
positions in the managed futures component as U.S. bond prices rallied late in
the month, after showing signs of trending lower previously. These losses were
partially offset by gains recorded from long positions in both the stock index
and bond components of the balanced portfolio as prices in the domestic capital
markets increased. During May, profits were recorded from long positions in
Australian bond futures as prices in this market moved higher. Additional gains
were recorded from long positions in U.S. stock index and bond futures as
prices in these markets continued their upward trend. This bullish trend in
U.S. equity and bond prices continued into June, thus resulting in additional
profits for the Fund's long positions. Gains were also recorded from long
Australian bond futures positions, as prices moved higher, and from long
Japanese yen positions as the value of the yen increased versus the U.S.
dollar.
The third quarter began with additional gains being recorded in the stock index
and bond futures components of the balanced portfolio as U.S. stock and bond
prices continued to move higher. Gains were also recorded in the managed
futures portion from long positions in U.S. and Australian interest rate
futures, as well as from a strengthening in the value of the U.S. dollar.
During August, a price reversal lower in U.S. stock index and bond futures, as
well as in international bond futures, resulted in a portion of previous
months' profits being given back. In September, gains were recorded from long
positions in the stock and bond portions of the portfolio as U.S. stock index
and bond futures prices regained their previous upward momentum. Additional
gains were recorded in the managed futures component from long positions in
global interest rate futures.
Losses were recorded during October from long S&P 500 Index futures positions
as U.S. equity prices declined sharply on October 27. These losses were
mitigated as stock prices rebounded on October 28. Smaller losses were
<PAGE>
experienced from long positions in Australian and European interest rate
futures as prices in these markets reversed lower during early October. During
November, the Fund recorded a small loss primarily from long U.S. Treasury note
futures positions as prices moved lower. A majority of these losses were offset
by gains recorded from long S&P 500 Index futures positions as U.S. stock
prices rallied late in the month. In the managed futures portion, small losses
were experienced from long energy futures positions as oil and gas prices
declined on easing tensions in Iraq. During December, gains were recorded from
short positions in most Pacific Rim currencies, particularly the New Zealand
and Singapore dollars, as the value of these currencies declined over concerns
of economic instability in Asia. Additional gains were recorded from short
positions in crude oil and natural gas futures.
DEAN WITTER SPECTRUM STRATEGIC L.P., a Fund managed by three trading advisors
who employ fundamental trading methodologies in a diverse portfolio of futures,
recorded a small net gain in net asset value per unit for the year. During
January, the Fund posted losses primarily from choppy price movement in global
interest rate futures. Smaller losses were experienced from short positions in
S&P 500 Index futures as U.S. stock prices moved higher. During February,
significant profits were recorded from short energy futures positions as oil
and gas prices moved lower as demand declined due to unseasonably warm weather
in key market areas. Additional gains were recorded from long positions in
silver and copper futures. In March, the Fund profited from short U.S. interest
rate futures positions as domestic bond prices dropped off due in large part to
an increase in the Fed Funds rate late in the month. Additional gains were
recorded from short S&P 500 Index futures positions as U.S. equity prices also
moved lower during late March.
In April, losses were recorded due primarily to choppy price movement in
European interest rate futures. Additionally, a portion of previous months'
profits was given back as
<PAGE>
short positions in U.S. interest rate futures experienced losses due to a rally
in U.S. bond prices late in the month after showing signs of weakening
previously. During May, the Fund recorded small profits as long positions in
copper and zinc futures profited from an increase in base metals prices. In
currency trading, gains from transactions involving the Japanese yen more than
offset losses from transactions involving the British pound. In June, losses
were recorded from long positions in soybean and soybean products as prices
moved lower. Smaller losses were experienced from short-term volatile price
movement in Japanese government bond futures. These losses were partially
offset by gains from long cocoa futures positions.
In July, gains were recorded from short positions in most major foreign
currencies as the value of the U.S. dollar strengthened relative to these
currencies. Additional gains were recorded from long positions in global
interest rate and stock index futures as prices in these markets moved higher.
During August, losses were experienced from long positions in these same
markets as prices reversed lower. Smaller losses were recorded from long
positions in aluminum and copper futures as prices declined. The Fund recorded
losses during September from short positions in S&P 500 Index futures as the
U.S. stock market regained its previous bullish momentum. Smaller losses were
recorded from long positions in soft commodities as prices moved lower.
During October, losses were recorded from long positions in base and precious
metals futures as prices declined. Smaller losses were recorded from short-term
volatility in the value of the Japanese yen and Swiss franc relative to the
U.S. dollar. These losses were partially offset by gains from long positions in
corn and soybean meal futures as prices increased. In November, the Fund
experienced losses from short positions in U.S., Hong Kong and German stock
index futures as most global equity prices rebounded higher after moving
sharply lower in late October and early
<PAGE>
November. Smaller losses were experienced from long cocoa futures positions as
prices moved lower. These losses were partially offset by gains recorded from
short Japanese yen positions as the value of the yen weakened versus the U.S.
dollar due to the economic turmoil in Asia. Profits were also recorded during
December from short Japanese yen positions as the value of the yen continued to
decline versus the U.S. dollar amid concerns over the instability of the
Japanese economy. Additional gains were recorded from long silver futures
positions.
DEAN WITTER SPECTRUM TECHNICAL L.P., a Fund managed by three trading advisors
who employ long-term technical trend-following trading systems across a diverse
portfolio of futures, recorded net gains for the year. In January, gains were
recorded from short positions in the German mark, Swiss franc and Japanese yen
as the value of the U.S. dollar strengthened relative to these currencies.
Additional gains were recorded from short gold futures positions as gold prices
declined to their lowest levels since 1993. A continued strengthening in the
value of the U.S. dollar versus most major European currencies during February
resulted in additional currency gains for the Fund's short German mark and
Swiss franc positions. Long positions in coffee futures profited from an upward
price trend as concerns about declining supplies grew stronger. During March, a
portion of previous months' profits were given back as the previous downward
trend in the value of the German mark and Swiss franc reversed higher relative
to the U.S. dollar. Smaller losses were recorded from short positions in the
energy markets as oil and gas prices reversed higher after moving lower during
February.
In April, losses were recorded from short positions in U.S. interest rate
futures established during late March as U.S. bond prices rallied higher late
in the month after moving lower previously. During May, losses were recorded in
currencies from short positions in the Japanese yen as the previous decline in
the value of the yen reversed higher
<PAGE>
relative to the U.S. dollar in late May. Subsequently, additional losses were
recorded in late May from newly established long yen positions as its value
reversed lower late in the month. In June, gains were recorded as long
positions in global interest rate and stock index futures profited from an
upward price trend. Additional gains were recorded in currency trading from
long Japanese yen positions as the value of the yen moved higher.
In July, gains were recorded from long positions in global financial futures as
prices in these markets continued to trend higher. Additional gains were
recorded from short positions in the German mark and Swiss franc as the
previous strengthening in the value of the U.S. dollar relative to these
currencies reemerged. Smaller gains were recorded from short gold futures
positions as prices declined early in the month. During August, losses were
recorded from long positions in international interest rate futures as prices
in these markets reversed lower after previously trending higher. These losses
were partially offset by gains from short Nikkei Index futures positions as
Japanese equity prices declined. September was profitable for the Fund as
international bond futures prices regained their previous upward momentum, thus
resulting in gains for the Fund's long positions. Additional gains were
recorded from long positions in European and U.S. stock index futures, as well
as from short positions in Japanese stock index futures. Gains were also
recorded from long natural gas futures positions as prices increased
significantly.
Small profits were recorded during October from long British pound positions as
the value of the pound increased relative to the U.S. dollar. Gains were also
recorded from short positions in the Australian and Canadian dollars, as well
as from long Japanese and U.S. bond futures positions. A majority of these
gains were offset by losses experienced from short-term price volatility in
global stock index futures. During November, gains were recorded from short
Japanese yen positions as
<PAGE>
the value of the yen trended lower versus other major currencies due to
economic turmoil in Asia. Additional gains were recorded from long British
pound positions as the value of the pound moved higher relative to the U.S.
dollar. Gains were also recorded from short gold futures positions as gold
prices broke below $300 an ounce for the first time in over 12 years. December
was also profitable as silver prices rallied on reports of declining supplies,
thus resulting in gains for long positions. Additional gains in metals were
recorded from short gold futures positions. Profits were also recorded from
long positions in European and U.S. interest rate futures as prices increased
due to a "flight-to-quality" by investors as a result of the Asian economic
crisis.
Overall, Spectrum Balanced had a successful year due primarily to a
strengthening in the value of the U.S. dollar during the first quarter, as well
as during December. Additional gains were recorded from long positions in S&P
500 Index futures, as U.S. equity prices continued to trend higher throughout a
majority of the year, and in Australian bond futures, as prices trended higher
during the second and third quarters. Spectrum Balanced's fixed income
component was also profitable as U.S. Treasury note and Treasury bond futures
prices finished the year higher despite trendless price movement throughout the
first half of the year. 1997 was also a profitable year for Spectrum Technical
as long global interest rate futures positions resulted in gains during the
second half of the year. Additional profits recorded in currencies, primarily
from a strengthening in the value of the U.S. dollar relative during January
and February, and again during the final quarter, also contributed to the
overall gains for the year. These gains were partially offset by losses from
trendless price movement in most tangible commodities, with the exception of a
profitable downward trend in gold prices. Spectrum Strategic posted a small net
gain in net asset value per unit during the year as profits were recorded by
the Fund's discretionary managers in the first quarter,
<PAGE>
primarily from commodities trading, and again in the year's final months, from
a strengthening U.S. dollar. A majority of these gains were offset by losses
experienced during the second quarter as the volatility in global stock index
and bond futures that began in March did not develop in line with the
discretionary managers' points of view. In much of the second half of the year,
small losses were recorded from significant short-term price volatility.
Since inception in November 1994, Spectrum Balanced has increased by 37.5% (a
compound annualized return of 10.3%), Spectrum Strategic has increased by 7.1%
(a compound annualized return of 2.1%) and Spectrum Technical has increased by
46.3% (a compound annualized return of 12.4%).
Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation at Two World Trade Center, 62nd Floor,
New York, N.Y. 10048 or your Dean Witter Account Executive.
I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is not a
guarantee of future results.
Sincerely,
/s/ Mark J. Hawley
Mark J. Hawley
President
Demeter Management Corporation
General Partner
<PAGE>
DEAN WITTER SPECTRUM SERIES
INDEPENDENT AUDITORS' REPORT
To the Limited Partners and the General Partner of
Dean Witter Spectrum Balanced L.P.
Dean Witter Spectrum Strategic L.P.
Dean Witter Spectrum Technical L.P.:
We have audited the accompanying statements of financial condition of Dean
Witter Spectrum Balanced L.P., Dean Witter Spectrum Strategic L.P. and Dean
Witter Spectrum Technical L.P., (collectively, the "Partnerships"), as of
December 31, 1997 and 1996 and the related statements of operations, changes in
partners' capital, and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Partnerships' management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dean Witter Spectrum Balanced L.P., Dean
Witter Spectrum Strategic L.P. and Dean Witter Spectrum Technical L.P., as of
December 31, 1997 and 1996 and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
February 17, 1998
March 11, 1998 as to Note 6
New York, New York
<PAGE>
DEAN WITTER SPECTRUM BALANCED L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
---------- ----------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 24,954,956 19,127,125
Net unrealized gain on open contracts 681,559 216,593
Net option premiums (458,150) --
---------- ----------
Total Trading Equity 25,178,365 19,343,718
Subscriptions receivable 625,710 191,569
Interest receivable (DWR) 118,949 85,483
---------- ----------
Total Assets 25,923,024 19,620,770
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 114,576 801,425
Accrued brokerage fees (DWR) 99,762 92,147
Accrued management fee 25,450 20,943
---------- ----------
Total Liabilities 239,788 914,515
---------- ----------
PARTNERS' CAPITAL
Limited Partners (1,849,054.344 and 1,591,356.003
Units, respectively) 25,418,875 18,499,873
General Partner (19,230.497 and 17,752.928 Units,
respectively) 264,361 206,382
---------- ----------
Total Partners' Capital 25,683,236 18,706,255
---------- ----------
Total Liabilities and
Partners' Capital 25,923,024 19,620,770
========== ==========
NET ASSET VALUE PER UNIT 13.75 11.63
========== ==========
</TABLE>
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
------------------------------
1997 1996 1995
--------- --------- ---------
$ $ $
<S> <C> <C> <C>
REVENUES
Trading Profit (Loss):
Realized 3,683,460 177,564 1,508,581
Net change in unrealized 464,966 (175,835) 373,624
--------- --------- ---------
Total Trading Results 4,148,426 1,729 1,882,205
Interest income (DWR) 1,145,033 891,897 447,608
--------- --------- ---------
Total Revenues 5,293,459 893,626 2,329,813
--------- --------- ---------
EXPENSES
Brokerage fees (DWR) 1,124,531 1,030,310 503,995
Incentive fee 300,250 -- 161,155
Management fee 269,162 221,282 104,999
--------- --------- ---------
Total Expenses 1,693,943 1,251,592 770,149
--------- --------- ---------
NET INCOME (LOSS) 3,599,516 (357,966) 1,559,664
========= ========= =========
NET INCOME (LOSS) ALLOCATION:
Limited Partners 3,561,537 (354,537) 1,536,421
General Partner 37,979 (3,429) 23,243
NET INCOME (LOSS) PER UNIT:
Limited Partners 2.12 (.44) 2.24
General Partner 2.12 (.44) 2.24
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1996
---------- ----------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 57,104,003 45,997,912
Net unrealized gain on open contracts 2,527,613 140,355
Net option premiums 322,123 (45,325)
---------- ----------
Total Trading Equity 59,953,739 46,092,942
Subscriptions receivable 833,259 833,091
Interest receivable (DWR) 223,045 163,643
---------- ----------
Total Assets 61,010,043 47,089,676
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 1,366,164 1,490,536
Accrued brokerage fees (DWR) 360,041 323,442
Accrued management fees 188,257 156,821
---------- ----------
Total Liabilities 1,914,462 1,970,799
---------- ----------
PARTNERS' CAPITAL
Limited Partners (5,460,628.572 and 4,184,723.907
Units, respectively) 58,482,349 44,645,423
General Partner (57,258.883 and 44,377.944 Units,
respectively) 613,232 473,454
---------- ----------
Total Partners' Capital 59,095,581 45,118,877
---------- ----------
Total Liabilities and
Partners' Capital 61,010,043 47,089,676
========== ==========
NET ASSET VALUE PER UNIT 10.71 10.67
========== ==========
</TABLE>
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
---------------------------------
1997 1996 1995
---------- ---------- ---------
<S> <C> <C> <C>
$ $ $
REVENUES
Trading Profit (Loss):
Realized 1,297,824 4,980,402 3,408,036
Net change in unrealized 2,387,258 (1,679,048) 1,451,792
---------- ---------- ---------
Total Trading Results 3,685,082 3,301,354 4,859,828
Interest income (DWR) 2,304,248 1,604,026 887,226
---------- ---------- ---------
Total Revenues 5,989,330 4,905,380 5,747,054
---------- ---------- ---------
EXPENSES
Brokerage fees (DWR) 4,414,327 3,398,205 1,802,579
Management fees 2,212,788 1,587,213 824,036
Incentive fees 427,094 726,825 437,310
---------- ---------- ---------
Total Expenses 7,054,209 5,712,243 3,063,925
---------- ---------- ---------
NET INCOME (LOSS) (1,064,879) (806,863) 2,683,129
========== ========== =========
NET INCOME (LOSS) ALLOCATION:
Limited Partners (1,054,657) (799,980) 2,659,882
General Partner (10,222) (6,883) 23,247
NET INCOME (LOSS) PER UNIT:
Limited Partners 0.04 (.39) 1.05
General Partner 0.04 (.39) 1.05
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1997 1996
----------- -----------
$ $
<S> <C> <C>
ASSETS
Equity in Commodity futures trading accounts:
Cash 168,849,922 106,460,248
Net unrealized gain on open contracts 12,296,712 2,533,889
Net option premiums -- 328,955
----------- -----------
Total Trading Equity 181,146,634 109,323,092
Subscriptions receivable 2,965,621 5,117,123
Interest receivable (DWR) 657,562 381,841
----------- -----------
Total Assets 184,769,817 114,822,056
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued brokerage fees (DWR) 1,097,194 776,253
Redemptions payable 1,009,230 683,809
Accrued management fees 573,696 376,365
Incentive fees payable 139,190 --
----------- -----------
Total Liabilities 2,819,310 1,836,427
----------- -----------
PARTNERS' CAPITAL
Limited Partners (12,308,185.227 and 8,216,910.942
Units, respectively) 180,099,271 111,852,280
General Partner (126,515.511 and 83,258.292 Units,
respectively) 1,851,236 1,133,349
----------- -----------
Total Partners' Capital 181,950,507 112,985,629
----------- -----------
Total Liabilities and Partners' Capital 184,769,817 114,822,056
=========== ===========
NET ASSET VALUE PER UNIT 14.63 13.61
=========== ===========
</TABLE>
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
--------------------------------
1997 1996 1995
---------- ---------- ---------
<S> <C> <C> <C>
$ $ $
REVENUES
Trading Profit (Loss):
Realized 13,777,460 26,334,748 4,446,595
Net change in unrealized 9,762,823 (1,552,659) 3,362,093
---------- ---------- ---------
Total Trading Results 23,540,283 24,782,089 7,808,688
Interest income (DWR) 5,987,304 3,242,977 1,430,845
---------- ---------- ---------
Total Revenues 29,527,587 28,025,066 9,239,533
---------- ---------- ---------
EXPENSES
Brokerage fees (DWR) 11,617,770 6,997,531 3,003,934
Management fees 5,832,758 3,273,649 1,373,227
Incentive fees 369,975 1,852,569 600,504
---------- ---------- ---------
Total Expenses 17,820,503 12,123,749 4,977,665
---------- ---------- ---------
NET INCOME 11,707,084 15,901,317 4,261,868
========== ========== =========
NET INCOME ALLOCATION:
Limited Partners 11,589,197 15,737,852 4,226,249
General Partner 117,887 163,465 35,619
NET INCOME PER UNIT:
Limited Partners 1.02 2.11 1.72
General Partner 1.02 2.11 1.72
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
------------- ---------- ------- ----------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM BALANCED L.P.
Partners' Capital,
December 31, 1994 386,338.297 3,701,277 96,568 3,797,845
Offering of Units 856,935.520 9,609,381 30,000 9,639,381
Net Income -- 1,536,421 23,243 1,559,664
Redemptions (21,105.767) (242,390) -- (242,390)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1995 1,222,168.050 14,604,689 149,811 14,754,500
Offering of Units 647,218.304 7,199,621 60,000 7,259,621
Net Loss -- (354,537) (3,429) (357,966)
Redemptions (260,277.423) (2,949,900) -- (2,949,900)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1996 1,609,108.931 18,499,873 206,382 18,706,255
Offering of Units 505,325.179 6,507,261 20,000 6,527,261
Net Income -- 3,561,537 37,979 3,599,516
Redemptions (246,149.269) (3,149,796) -- (3,149,796)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1997 1,868,284.841 25,418,875 264,361 25,683,236
============= ========== ======= ==========
DEAN WITTER SPECTRUM STRATEGIC L.P.
Partners' Capital,
December 31, 1994 1,190,794.333 11,791,839 127,090 11,918,929
Offering of Units 1,880,517.736 19,071,379 180,000 19,251,379
Net Income -- 2,659,882 23,247 2,683,129
Redemptions (135,720.249) (1,390,505) -- (1,390,505)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1995 2,935,591.820 32,132,595 330,337 32,462,932
Offering of Units 1,784,521.074 18,480,024 150,000 18,630,024
Net Loss -- (799,980) (6,883) (806,863)
Redemptions (491,011.043) (5,167,216) -- (5,167,216)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1996 4,229,101.851 44,645,423 473,454 45,118,877
Offering of Units 1,956,789.313 22,377,135 150,000 22,527,135
Net Loss -- (1,054,657) (10,222) (1,064,879)
Redemptions (668,003.709) (7,485,552) -- (7,485,552)
------------- ---------- ------- ----------
Partners' Capital,
December 31, 1997 5,517,887.455 58,482,349 613,232 59,095,581
============= ========== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM SERIES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL--(CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
-------------- ----------- --------- -----------
$ $ $
<S> <C> <C> <C> <C>
DEAN WITTER SPECTRUM TECHNICAL L.P.
Partners' Capital,
December 31, 1994 1,526,204.420 14,771,789 159,265 14,931,054
Offering of Units 3,799,373.914 41,608,374 405,000 42,013,374
Net Income -- 4,226,249 35,619 4,261,868
Redemptions (168,120.926) (1,879,917) -- (1,879,917)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 1995 5,157,457.408 58,726,495 599,884 59,326,379
Offering of Units 3,684,340.110 44,072,998 370,000 44,442,998
Net Income -- 15,737,852 163,465 15,901,317
Redemptions (541,628.284) (6,685,065) -- (6,685,065)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 1996 8,300,169.234 111,852,280 1,133,349 112,985,629
Offering of Units 5,034,287.188 69,082,458 600,000 69,682,458
Net Income -- 11,589,197 117,887 11,707,084
Redemptions (899,755.684) (12,424,664) -- (12,424,664)
-------------- ----------- --------- -----------
Partners' Capital,
December 31, 1997 12,434,700.738 180,099,271 1,851,236 181,950,507
============== =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM BALANCED L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 3,599,516 (357,966) 1,559,664
Noncash item included in net income
(loss):
Net change in unrealized (464,966) 175,835 (373,624)
Increase (decrease) in operating assets:
Net option premiums 458,150 -- --
Interest receivable (DWR) (33,466) (24,354) (44,925)
Increase (decrease) in operating liabilities:
Accrued brokerage
fees (DWR) 7,615 25,474 50,100
Accrued management
fee 4,507 7,053 10,437
Incentive fee payable -- (49,873) 49,873
---------- ---------- ----------
Net cash provided by (used
for) operating activities 3,571,356 (223,831) 1,251,525
---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Offering of units 6,527,261 7,259,621 9,639,381
(Increase) decrease in subscriptions
receivable (434,141) 869,488 (538,337)
Increase (decrease) in redemptions
payable (686,849) 762,679 38,746
Redemptions of units (3,149,796) (2,949,900) (242,390)
---------- ---------- ----------
Net cash provided by financing
activities 2,256,475 5,941,888 8,897,400
---------- ---------- ----------
Net increase in cash 5,827,831 5,718,057 10,148,925
Balance at beginning of period 19,127,125 13,409,068 3,260,143
---------- ---------- ----------
Balance at end of period 24,954,956 19,127,125 13,409,068
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM STRATEGIC L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) (1,064,879) (806,863) 2,683,129
Noncash item included in net income
(loss):
Net change in unrealized (2,387,258) 1,679,048 (1,451,792)
(Increase) decrease in operating assets:
Interest receivable (DWR) (59,402) (55,568) (72,271)
Net option premiums (367,448) 25,452 (26,584)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (DWR) 36,599 110,617 140,765
Accrued management
fees 31,436 59,530 64,349
Incentive fees payable -- (198,924) 180,083
---------- ---------- ----------
Net cash provided by (used for) operating
activities (3,810,952) 813,292 1,517,679
---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Offering of units 22,527,135 18,630,024 19,251,379
(Increase) decrease in subscriptions
receivable (168) 714,659 488,896
Increase (decrease) in redemptions
payable (124,372) 1,413,226 77,310
Redemptions of units (7,485,552) (5,167,216) (1,390,505)
---------- ---------- ----------
Net cash provided by financing activities 14,917,043 15,590,693 18,427,080
---------- ---------- ----------
Net increase in cash 11,106,091 16,403,985 19,944,759
Balance at beginning of period 45,997,912 29,593,927 9,649,168
---------- ---------- ----------
Balance at end of period 57,104,003 45,997,912 29,593,927
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM TECHNICAL L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED
DECEMBER 31,
------------------------------------
1997 1996 1995
----------- ----------- ----------
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income 11,707,084 15,901,317 4,261,868
Noncash item included
in net income:
Net change in unrealized (9,762,823) 1,552,659 (3,362,093)
(Increase) decrease in operating
assets:
Net option premiums 328,955 (328,955) --
Interest receivable (DWR) (275,721) (189,153) (146,210)
Increase (decrease) in operating
liabilities:
Accrued brokerage fees (DWR) 320,941 388,414 295,915
Accrued management fees 197,331 199,067 135,276
Incentive fees payable 139,190 -- (19,678)
----------- ----------- ----------
Net cash provided by operating
activities 2,654,957 17,523,349 1,165,078
----------- ----------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Offering of units 69,682,458 44,442,998 42,013,374
(Increase) decrease in subscriptions receivable 2,151,502 (2,025,927) (606,947)
Increase in redemptions payable 325,421 499,483 184,326
Redemptions of units (12,424,664) (6,685,065) (1,879,917)
----------- ----------- ----------
Net cash provided by financing
activities 59,734,717 36,231,489 39,710,836
----------- ----------- ----------
Net increase in cash 62,389,674 53,754,838 40,875,914
Balance at beginning of period 106,460,248 52,705,410 11,829,496
----------- ----------- ----------
Balance at end of period 168,849,922 106,460,248 52,705,410
=========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION--Dean Witter Spectrum Balanced L.P. ("Spectrum Balanced"), Dean
Witter Spectrum Strategic L.P. ("Spectrum Strategic") and Dean Witter Spectrum
Technical L.P. ("Spectrum Technical") (individually, a "Partnership," or
collectively, the "Partnerships") are limited partnerships organized to engage
in the speculative trading of futures and forward contracts, options on futures
contracts and on physical commodities, and other commodities interests,
including foreign currencies, financial instruments, precious and industrial
metals, energy products, and agriculturals. The general partner for each
Partnership is Demeter Management Corporation ("Demeter"). Demeter is a wholly-
owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").
On May 31, 1997, Morgan Stanley Group Inc. was merged with and into Dean
Witter, Discover & Co. ("DWD"). At that time, DWD changed its corporate name to
Morgan Stanley, Dean Witter, Discover & Co.
Through July 31, 1997, the sole commodity broker for the Partnership's
transactions was Dean Witter Reynolds Inc. ("DWR"), also a subsidiary of MSDWD.
On July 31, 1997, DWR closed the sale of its institutional futures business and
foreign currency trading operations to Carr Futures Inc. ("Carr"), a subsidiary
of Credit Agricole Indosuez. Following the sale, Carr became the clearing
commodity broker for the Partnerships' futures and futures options trades and
the counterparty on the Partnerships' foreign currency trades. DWR serves as
the non-clearing commodity broker for the Partnerships with Carr providing all
clearing services for Partnerships' transactions.
Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by the General and Limited Partners
based upon their proportional ownership interests.
BASIS OF ACCOUNTING--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in the financial statements.
REVENUE RECOGNITION--Commodity futures contracts and forward contracts on
foreign currencies are open commitments until settlement date. They are valued
at market and the resulting unrealized gains and losses are reflected in
income. Monthly, DWR pays each Partnership interest income based upon 80% of
its
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
average daily Net Assets for the month in the case of Spectrum Strategic and
Spectrum Technical and 100% in the case of Spectrum Balanced. The interest rate
is equal to a prevailing rate on U.S. Treasury Bills. For purposes of such
interest payments, Net Assets do not include monies due the Partnership on
forward contracts and other commodity interests, but not actually received.
NET INCOME (LOSS) PER UNIT--Net income (loss) per Unit is computed using the
weighted average number of units outstanding during the period.
EQUITY IN COMMODITY FUTURES TRADING ACCOUNTS--The Partnerships' assets "Equity
in Commodity futures trading accounts" consist of cash on deposit with DWR and
Carr to be used as margin for trading and the net asset or liability related to
unrealized gains or losses on open contracts and the net option premiums paid
and/or received. The asset or liability related to the unrealized gains or
losses on forward contracts is presented as a net amount in each period due to
master netting agreements.
BROKERAGE AND RELATED TRANSACTION FEES AND COSTS-- Prior to September 1, 1996,
brokerage fees for Spectrum Balanced were accrued at a monthly rate of 1/2 of
1% of the Net Assets (a 6% annual rate) as of the first day of each month.
Effective September 1, 1996, brokerage fees were reduced to a monthly rate of
11/24 of 1% of the Net Assets (a 5.5% annual rate) as of the first day of the
month. Effective August 1, 1997, brokerage fees were further reduced to 49/120
of 1% of the Net Assets (a 4.9% annual rate) as of the first day of the month.
Prior to September 1, 1996, brokerage fees for Spectrum Strategic and Spectrum
Technical were accrued at a monthly rate of 35/48 of 1% of the Net Assets (an
8.75% annual rate) as of the first day of each month. Effective September 1,
1996, brokerage fees were reduced to a monthly rate of 33/48 of 1% of the Net
Assets (an 8.25% annual rate) as of the first day of the month. Effective
August 1, 1997, brokerage fees were further reduced to 51/80 of 1% of the Net
Assets (a 7.65% annual rate) as of the first day of the month.
Such fees will cover all brokerage commissions, transaction fees and costs and
ordinary administrative and continuing offering expenses.
OPERATING EXPENSES--The Partnerships incur monthly management fees and may
incur incentive fees. All common administrative and continuing offering
expenses including legal, auditing, accounting, filing fees and other related
expenses, are borne by DWR through the brokerage fees paid by each Partnership.
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
INCOME TAXES--No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of each Partnership's revenues
and expenses for income tax purposes.
DISTRIBUTIONS--Distributions, other than on redemption of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date.
CONTINUING OFFERING--Units of each Partnership are offered at a price equal to
100% of the Net Asset Value per Unit as of the close of business on the last
day of the month. No selling commissions or charges related to the continuing
offering of Units will be paid by the Limited Partners or the Partnership. DWR
will pay all such costs.
REDEMPTIONS--Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the end of the last day of any month that is
at least six months after the closing at which a person first becomes a limited
partner, upon five business days advance notice by redemption form to Demeter.
Thereafter, Units may be redeemed as of the end of any month upon five business
days advance notice by redemption form to Demeter. However, any Units redeemed
at or prior to the end of the twelfth, eighteenth, or twenty-fourth full months
following the closing at which such person first becomes a limited partner, may
be assessed a redemption charge equal to 3%, 2% or 1%, respectively, of the Net
Asset Value per Unit on the date of such redemption.
EXCHANGES--On the last day of the first month which occurs more than six months
after a person first becomes a Limited Partner in any of the Partnerships, and
the end of each month thereafter, Limited Partners may exchange their
investment among the Partnerships (subject to certain restrictions outlined in
the Limited Partnership Agreement) without paying additional charges.
DISSOLUTION OF THE PARTNERSHIP--Each Partnership will terminate on December 31,
2035 regardless of its financial condition at such time, or at an earlier date
if certain conditions occur as defined in each Partnership's Limited
Partnership Agreement.
2. RELATED PARTY TRANSACTIONS
Each Partnership pays brokerage commissions to DWR as described in Note 1. Each
Partnership's cash is on deposit with DWR and Carr in commodity trading
accounts to meet margin requirements as needed. DWR pays interest on these
funds as described in Note 1.
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
3. TRADING ADVISORS
Demeter, on behalf of each Partnership, retains certain commodity trading
advisors to make all trading decisions for the Partnerships. The trading
advisors for each Partnership are as follows:
Dean Witter Spectrum Balanced L.P.
RXR, Inc.
Dean Witter Spectrum Strategic L.P.
Blenheim Investments, Inc.
A. Gary Shilling & Co., Inc.
Willowbridge Associates Inc.
Dean Witter Spectrum Technical L.P.
Campbell & Company, Inc.
Chesapeake Capital Corporation
John W. Henry & Company, Inc. ("JWH")
Compensation to the trading advisors by the Partnerships consists of a
management fee and an incentive fee as follows:
MANAGEMENT FEE--The management fee is accrued at the rate of 5/48 of 1% of the
Net Assets on the first day of each month (a 1.25% annual rate) to Spectrum
Balanced.
The management fee is accrued at the rate of 1/3 of 1% per month of the Net
Assets allocated to each trading advisor on the first day of each month (a 4%
annual rate) to Spectrum Strategic and Spectrum Technical.
INCENTIVE FEE--Each Partnership will pay a monthly incentive fee equal to 15%
of the "Trading Profits", as defined in the Limited Partnership Agreement,
experienced with respect to each trading advisor's allocated Net Assets as of
the end of each calendar month. When trading losses are incurred, no incentive
fee will be paid in subsequent months until all such losses are recovered.
4. FINANCIAL INSTRUMENTS
The Partnerships trade futures and forward contracts in interest rates, stock
indices, commodities, currencies, petroleum and precious metals. Futures and
forwards represent contracts for delayed delivery of an instrument at a
specified date and price. Risk arises from changes in the value of these
contracts and the potential inability of counterparties to perform under the
terms of the contracts. There are numerous factors which may significantly
influence the market value of these contracts, including interest rate
volatility. At December 31, 1997 and 1996, open contracts were:
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
SPECTRUM BALANCED
---------------------
CONTRACT OR
NOTIONAL AMOUNT
---------------------
1997 1996
---------- ----------
$ $
EXCHANGE-TRADED CONTRACTS
<S> <C> <C>
Financial Futures:
Commitments to Purchase 40,675,000 18,417,000
Commitments to Sell 6,721,000 13,206,000
Commodity Futures:
Commitments to Purchase -- 4,064,000
Commitments to Sell 5,168,000 4,337,000
Foreign Futures:
Commitments to Purchase 45,574,000 61,568,000
Commitments to Sell 26,176,000 4,802,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS
Commitments to Purchase 2,436,000 8,070,000
Commitments to Sell 10,218,000 17,843,000
</TABLE>
<TABLE>
<CAPTION>
SPECTRUM STRATEGIC
----------------------
CONTRACT OR
NOTIONAL AMOUNT
----------------------
1997 1996
----------- ----------
$ $
EXCHANGE-TRADED CONTRACTS
<S> <C> <C>
Financial Futures:
Commitments to Purchase 87,114,000 15,204,000
Commitments to Sell 69,871,000 28,092,000
Options Written -- 5,212,000
Commodity Futures:
Commitments to Purchase 32,034,000 36,735,000
Commitments to Sell 24,672,000 16,911,000
Options Written -- 2,126,000
Foreign Futures:
Commitments to Purchase 119,070,000 37,389,000
Commitments to Sell 5,387,000 10,787,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS
Commitments to Purchase 748,000 1,157,000
Commitments to Sell 748,000 1,121,000
</TABLE>
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
SPECTRUM TECHNICAL
-----------------------
CONTRACT OR
NOTIONAL AMOUNT
-----------------------
1997 1996
----------- -----------
$ $
EXCHANGE-TRADED CONTRACTS
<S> <C> <C>
Financial Futures:
Commitments to Purchase 302,165,000 113,494,000
Commitments to Sell 80,696,000 88,136,000
Options Written -- 4,505,000
Commodity Futures:
Commitments to Purchase 36,753,000 21,658,000
Commitments to Sell 84,557,000 51,283,000
Foreign Futures:
Commitments to Purchase 283,941,000 112,745,000
Commitments to Sell 379,781,000 81,929,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS
Commitments to Purchase 116,349,000 40,864,000
Commitments to Sell 203,705,000 24,397,000
</TABLE>
A portion of the amounts indicated as off-balance-sheet risk in forward
currency contracts is due to offsetting forward commitments to purchase and to
sell the same currency on the same date in the future. These commitments are
economically offsetting, but are not offset in the forward market until the
settlement date.
The unrealized gains on open contracts are reported as a component of "Equity
in Commodity futures trading accounts" on the Statements of Financial Condition
and totaled at December 31, 1997 and 1996, respectively, $681,559 and $216,593
for Spectrum Balanced, $2,527,613 and $140,355 for Spectrum Strategic, and
$12,296,712 and $2,533,889 for Spectrum Technical.
For Spectrum Balanced, of the $681,559 net unrealized gain on open contracts at
December 31, 1997, $657,913 related to exchange-traded futures contracts and
$23,646 related to off-exchange-traded forward currency contracts. Of the
$216,593 net unrealized gain on open contracts at December 31, 1996, $292,886
related to exchange-traded futures contracts and $(76,293) related to off-
exchange-traded forward currency contracts.
For Spectrum Strategic, of the $2,527,613 net unrealized gain on open contracts
at December 31, 1997, all related to exchange-traded futures contracts. Of the
$140,355 net unrealized gain on open contracts at December 31, 1996, $140,193
related to exchange-traded futures contracts and $162 related to off-exchange-
traded forward currency contracts.
For Spectrum Technical, of the $12,296,712 net unrealized gain on open
contracts at December 31, 1997, $11,977,756 related to exchange-traded futures
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
contracts and $318,956 related to off-exchange-traded forward currency
contracts. Of the $2,533,889 net unrealized gain on open contracts at December
31, 1996, $2,802,603 related to exchange-traded futures contracts and
$(268,714) related to off-exchange-traded forward currency contracts.
The contract amounts in the above table represent the Partnerships' extent of
involvement in the particular class of financial instrument, but not the credit
risk associated with counterparty nonperformance. The credit risk associated
with these instruments is limited to the amounts reflected in the Partnerships'
Statements of Financial Condition.
Exchange-traded contracts and off-exchange-traded forward currency contracts
held by the Partnerships at December 1997 and 1996 mature as follows:
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
SPECTRUM BALANCED
Exchange-Traded Contracts March 1998 June 1997
Off-Exchange-Traded
Forward Currency
Contracts March 1998 January 1997
SPECTRUM STRATEGIC
Exchange-Traded Contracts December 1998 December 1997
Off-Exchange-Traded
Forward Currency
Contracts January 1998 January 1997
SPECTRUM TECHNICAL
Exchange-Traded Contracts December 1998 December 1997
Off-Exchange-Traded
Forward Currency
Contracts March 1998 March 1997
</TABLE>
The Partnerships also have credit risk because either DWR or Carr acts as the
futures commission merchant or the counterparty, with respect to most of the
Partnerships' assets. Exchange-traded futures and options contracts are marked
to market on a daily basis, with variations in value settled on a daily basis.
DWR and Carr, as futures commission merchants for each Partnership's exchange-
traded futures and options contracts, are required pursuant to regulations of
the Commodity Futures Trading Commission to segregate from their own assets,
and for the sole benefit of their commodity customers, all funds held by them
with respect to exchange-traded futures and futures styled options contracts,
including an amount equal to the net unrealized gain on all open futures and
futures styled options contracts, which funds totaled at December 31, 1997 and
1996 respectively, $25,612,869 and $19,420,011 for Spectrum Balanced,
$59,631,616 and $46,138,105 for Spectrum Strategic and $180,827,678 and
$109,262,851 for Spectrum Technical. With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily settlements of
variations in value nor is there any requirement that an amount equal to the
net
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
unrealized gain on open forward contracts be segregated. With respect to those
off-exchange-traded forward currency contracts, the Partnerships are at risk to
the ability of Carr, the sole counterparty on all of such contracts, to
perform. Carr's parent, Credit Agricole Indosuez, has guaranteed Carr's
obligation to each Partnership.
For the years ended December 31, 1997 and 1996 the average fair value of
financial instruments held for trading purposes was as follows:
<TABLE>
<CAPTION>
1997
----------------------
SPECTRUM BALANCED ASSETS LIABILITIES
- ----------------- ---------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 39,908,000 11,661,000
Options on Financial Futures 1,206,000 2,398,000
Commodity Futures 4,414,000 3,535,000
Foreign Futures 28,444,000 26,146,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 12,716,000 16,655,000
<CAPTION>
1996
----------------------
ASSETS LIABILITIES
---------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 24,615,000 8,611,000
Options on Financial Futures 375,000 2,717,000
Commodity Futures 3,317,000 2,528,000
Foreign Futures 31,242,000 11,045,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 18,038,000 16,158,000
<CAPTION>
1997
----------------------
SPECTRUM STRATEGIC ASSETS LIABILITIES
- ------------------ ---------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 30,123,000 70,617,000
Options on Financial Futures 18,562,000 1,261,000
Commodity Futures 80,636,000 24,285,000
Option on Commodity Futures 27,328,000 28,813,000
Foreign Futures 83,507,000 29,983,000
Options on Foreign Futures 4,320,000 479,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 507,000 922,000
<CAPTION>
1996
----------------------
ASSETS LIABILITIES
---------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 41,783,000 37,098,000
Options on Financial Futures 10,093,000 1,401,000
Commodity Futures 93,183,000 8,843,000
Options on Commodity Futures 17,066,000 2,566,000
Foreign Futures 59,665,000 12,417,000
Options on Foreign Futures 3,267,000 16,000
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 4,367,000 4,704,000
</TABLE>
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
1997
-----------------------
SPECTRUM TECHNICAL ASSETS LIABILITIES
- ---------------------------------------------- ----------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 233,922,000 153,604,000
Options on Financial Futures 6,705,000 347,000
Commodity Futures 58,233,000 60,140,000
Options on Commodity Futures 2,181,000 --
Foreign Futures 205,510,000 168,044,000
Options on Foreign Futures 4,070,000 --
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 103,299,000 111,186,000
<CAPTION>
1996
-----------------------
ASSETS LIABILITIES
----------- -----------
$ $
<S> <C> <C>
EXCHANGE-TRADED CONTRACTS:
Financial Futures 131,914,000 117,625,000
Options on Financial Futures 5,437,000 375,000
Commodity Futures 40,606,000 45,449,000
Options on Commodity Futures 5,157,000 --
Foreign Futures 144,435,000 60,257,000
Options on Foreign Futures 7,143,000 --
OFF-EXCHANGE-TRADED FORWARD CURRENCY CONTRACTS 35,572,000 39,498,000
</TABLE>
5. LEGAL MATTERS
On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported
class actions were filed in the Superior Court of the State of California,
County of Los Angeles, on behalf of all purchasers of interests in limited
partnership commodity pools sold by DWR. Named defendants include DWR, Demeter,
Dean Witter Futures & Currency Management Inc., MSDWD (all such parties
referred to hereafter as the "Dean Witter Parties"), certain limited
partnership commodity pools of which Demeter is the general partner, and
certain trading advisors (including JWH) to those pools. On June 16, 1997, the
plaintiffs in the above actions filed a consolidated amended complaint,
alleging, among other things, that the defendants committed fraud, deceit,
negligent misrepresentation, various violations of the California Corporations
Code, intentional and negligent breach of fiduciary duty, fraudulent and unfair
business practices, unjust enrichment, and conversion in the sale and operation
of the various limited partnerships commodity pools. Similar purported class
actions were also filed on September 18 and 20, 1996, in the Supreme Court of
the State of New York, New York County, and on November 14, 1996 in the
Superior Court of the State of Delaware, New Castle County, against the Dean
Witter Parties and certain trading advisors (including JWH) on behalf of all
purchasers of interests in
<PAGE>
DEAN WITTER SPECTRUM SERIES
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
various limited partnership commodity pools sold by DWR. A consolidated and
amended complaint in the action pending in the Supreme Court of the State of
New York was filed on August 13, 1997, alleging that the defendants committed
fraud, breach of fiduciary duty, and negligent misrepresentation in the sale
and operation of the various limited partnership commodity pools. On December
16, 1997, upon motion of the plaintiffs, the action pending in the Superior
Court of the State of Delaware was voluntarily dismissed without prejudice. The
complaints seek unspecified amounts of compensatory and punitive damages and
other relief. It is possible that additional similar actions may be filed and
that, in the course of these actions, other parties could be added as
defendants. The Dean Witter Parties believe that they have strong defenses to,
and they will vigorously contest, the actions. Although the ultimate outcome of
legal proceedings cannot be predicted with certainty, it is the opinion of
management of the Dean Witter Parties that the resolution of the actions will
not have a material adverse effect on the financial condition or the results of
operations of any of the Dean Witter Parties.
6. SUBSEQUENT EVENTS
On March 11, 1998, the Partnerships filed a registration statement (the
"Offering") with the Securities and Exchange Commission to update and make
certain changes to the Partnership's registration effective with the first
Monthly Closing of the Offering. These changes include a reduction of brokerage
fees to 4.60% annually for Spectrum Balanced and 7.25% annually for Spectrum
Strategic and Spectrum Technical. At this time the trading program utilized by
Spectrum Balanced will be modified and Spectrum Balanced will be renamed Dean
Witter Spectrum Global Balanced L.P. Additionally, a fourth partnership, Dean
Witter Spectrum Select L.P. ("Spectrum Select") will be made available for
investment and exchanges. Prior to being added to the Spectrum series, Spectrum
Select was a stand alone commodity pool known as Dean Witter Select Futures
Fund L.P.
<PAGE>
DEAN WITTER REYNOLDS INC.
Two World Trade Center
62nd Floor
New York, NY 10048
FIRST-CLASS MAIL
ZIP + 4 PRESORT
U.S. POSTAGE PAID
BROOKLYN, NY
PERMIT NO. 148
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Dean
Witter Spectrum Strategic L.P. and is qualified in its entirety by
reference to such financial instruments.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 57,104,003
<SECURITIES> 0
<RECEIVABLES> 1,056,304<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 61,010,043<F2>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 61,010,043<F3>
<SALES> 0
<TOTAL-REVENUES> 5,989,330<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,054,209
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,064,879)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,064,879)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,064,879)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Receivables include subscriptions receivable of $833,259 and interest
receivable of $223,045.
<F2>In addition to cash and receivables, total assets include net unrealized
gain on open contracts of $2,527,613 and net option premiums of $322,123.
<F3>Liabilities include redemptions payable of $1,366,164, accrued brokerage
commissions of $360,041, and accrued management fee of $188,257.
<F4>Total revenue includes realized trading revenue of $1,297,824, net
change in unrealized of $2,387,258 and interest income of $2,304,248.
</FN>
</TABLE>
