<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: December 31, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-26932
THE MILLBURN WORLD RESOURCE TRUST
(Exact name of registrant as specified in its charter)
Delaware 06-6415-583
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o MILLBURN RIDGEFIELD CORPORATION
411 West Putnam Avenue
Greenwich, Connecticut 06830
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 625-7554
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant Units of Beneficial Interest
to Section 12(g) of the Act: (Title of Class)
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates: $74,748,772
Documents Incorporated by Reference
None
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TABLE OF CONTENTS
Page
PART I
Item 1. Business ................................................. 1
Item 2. Properties ............................................... 3
Item 3. Legal Proceedings ........................................ 3
Item 4. Submission of Matters to a Vote of Security Holders ...... 3
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters ......................... 4
Item 6. Selected Financial Data .................................. 4
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............ 6
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk ....................................... 9
Item 8. Financial Statements and Supplementary Data .............. 9
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure .................. 10
PART III
Item 10. Directors and Executive Officers of the Registrant ...... 10
Item 11. Executive Compensation .................................. 12
Item 12. Security Ownership of Certain Beneficial
Owners and Management .................................. 13
Item 13. Certain Relationships and Related Transactions .......... 13
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K .................................... 13
<PAGE>
PART I
Item 1. Business
(a) General development of business
The Millburn World Resource Trust (the "Trust") is a business trust
organized June 7, 1995 pursuant to a Declaration of Trust and Trust Agreement
(the "Trust Agreement"), under the Delaware Business Trust Act. Between July
12, 1995 and September 11, 1995 (the "Initial Offering"), units of beneficial
interest in the Trust (the "Units") were publicly offered. The proceeds of
the Initial Offering and interest thereon were held in escrow until September
13, 1995 at which time an aggregate of $15,141,664 (15,141.664 Units) was
turned over to the Trust and the Trust commenced operations. Units continue
to be offered on a monthly basis at Net Asset Value per unit. The offering is
registered under the Securities Act of 1933, as amended. Prudential
Securities Incorporated and PaineWebber Incorporated act as principal selling
agents on a best efforts basis. A total of 15,141.664 Units were sold to the
public during the initial public offering, an additional 8,926.004 Units were
subsequently sold to the public as of December 31, 1995, an additional
30,447.301 were sold to the public as of December 31, 1996 and an additional
22,517.798 were sold to the public as of December 31, 1997.
The Trust engages in speculative trading in the futures, options and
forward markets.
Millburn Ridgefield Corporation (the "Managing Owner"), a Delaware
corporation, is the managing owner and the commodity trading advisor for the
Trust. The Managing Owner invested $400 in the Trust as an initial capital
contribution to the Trust and $155,005 in the Trust at the outset of trading
and subsequently has contributed an additional $85,000 as of December 31,
1995, an additional $217,000 as of December 31, 1996, and an additional
$115,000 as of December 31, 1997. After reflecting net income of $73,766,
profit share of $695,667 and deductions for redemptions of $1,525,536 in 1997,
this investment totaled $776,209, as of December 31, 1997.
(b) Financial information about industry segments
The Partnership's business constitutes only one segment, i.e., a
speculative commodity pool. The Partnership does not engage in sales of goods
and services.
(c) Narrative description of business
The Trust engages in the speculative trading of futures, options on
futures and forward contracts. The Trust's sole trading advisor is the
Managing Owner. The Managing Owner trades the Trust's assets in the
agricultural, metals, energy, interest rate and stock indices futures and
futures options markets and in the currency markets, trading primarily forward
contracts in the interbank market. Pursuant to the Trust Agreement, the
Managing Owner receives a flat-rate monthly brokerage fee equal to 0.75 of 1%
of the month-end Net Assets (a 9.0% annual rate). The Managing Owner retains
the right to charge less than the annual brokerage rate of 9% to those
subscribers who either invest $1,000,000 or more in the Units or subscribe
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without incurring the selling commission paid by the Managing Owner. The
Managing Owner also receives a profit share equal to 17.5% of any new trading
profit as defined, determined as of the end of each calendar quarter. The
quarterly profit share is calculated net of brokerage fees and administrative
expenses and excluding interest income.
Prudential Securities Incorporated and PaineWebber Incorporated (the
"Brokers") act as the primary futures brokers for the Trust. The Trust
executes currency forward trades with Prudential Securities Incorporated. The
Trust pays "bid asked" spreads on its forward trades, as such spreads are
incorporated into the pricing of forward contracts. The Managing Owner
monitors the Trust's trades to ensure that the prices it receives are
competitive.
The Trust's organizational and initial offering costs, $600,000, were
advanced by the Managing Owner, for which it was reimbursed by the Trust in 24
equal monthly installments. The reimbursement of these costs was completed in
the year ended December 31, 1997. The Trust will pay any extraordinary
expenses which it may incur.
The Trust is open-ended and offers Units on a continuing basis at net
asset value as of the first day of each month. Unitholders may redeem any or
all of their Units upon business 10 days' written notice to the Managing Owner
at their net asset value as of the last day of any month. Units redeemed on
or prior to the end of the first and second successive six-month periods after
their sale will pay a redemption charge of 4% and 3%, respectively, of the net
asset value at which they are redeemed (3% and 2%, respectively, in the case
of subscriptions for $1,000,000 or more). These redemption charges are paid
to the Managing Owner. Requests for redemption will be honored and payment
will be made, except in the event of highly unusual market disruptions, within
15 business days of the effective date of redemption.
The Trust's assets not deposited as margin are maintained, unless
applicable foreign regulations require otherwise, only in instruments
authorized by the CFTC for the investment of "customer segregated funds."
Regulation
Under the Commodity Exchange Act, as amended (the "CEA"), commodity
exchanges and futures trading are subject to regulation by the Commodity
Futures Trading Commission (the "CFTC"). National Futures Association
("NFA"), a "registered futures association" under the CEA, is the only
non-exchange self-regulatory organization for futures industry professionals.
The CFTC has delegated to NFA responsibility for the registration of
"commodity trading advisors," "commodity pool operators," "futures commission
merchants," "introducing brokers" and their respective associated persons and
"floor brokers" and "floor traders." The CEA requires commodity pool
operators and commodity trading advisors, such as the Managing Owner, and
commodity brokers or futures commission merchants, such as the Brokers and the
Managing Owner, to be registered and to comply with various reporting and
record keeping requirements. The CFTC may suspend a commodity pool operator's
or trading advisor's registration if it finds that its trading practices tend
to disrupt orderly market conditions or in certain other situations. In the
event that the registration of the Managing Owner as a commodity pool operator
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or a commodity trading advisor were terminated or suspended, the Managing
Owner would be unable to continue to manage the business of the Trust. Should
the Managing Owner's registration be suspended, termination of the Trust might
result.
As members of NFA, the Managing Owner and the Brokers are subject to NFA
standards relating to fair trade practices, financial condition and customer
protection. As the self-regulatory body of the futures industry, NFA
promulgates rules governing the conduct of futures industry professionals and
disciplines those professionals which do not comply with such standards.
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net
short position which any person may hold or control in particular
commodities. The CFTC has adopted a rule requiring all domestic commodity
exchanges to submit for approval speculative position limits for all futures
contracts traded on such exchanges. Most exchanges also limit the changes in
futures contract prices that may occur during a single trading day. Currency
forward contracts are not subject to regulation by any United States
Government agency.
(i) through (xii) - not applicable.
(xiii) the Trust has no employees.
(d) Financial information about foreign and
domestic operations and export sales
The Trust does not engage in material operations in foreign countries
(although it does trade in foreign currency forward contracts), nor is a
material portion of its revenues derived from foreign customers.
Item 2. Properties
The Trust does not own or use any physical properties in the conduct of
its business. The Managing Owner or an affiliate perform all administrative
services for the Trust from their offices.
Item 3. Legal Proceedings
The Managing Owner is not aware of any pending legal proceedings to which
either the Trust is a party or to which any of its assets are subject. In
addition there are no pending material legal proceedings involving the
Managing Owner.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters
(a) Market Information.
There is no trading market for the Units, and none is likely to develop.
Units may be redeemed upon business 10 days' written notice to the Managing
Owner at their net asset value as of the last day of any month, subject to
certain early redemption charges.
(b) Holders.
As of December 31, 1997, there were 3,007 holders of Units.
(c) Dividends.
No distributions or dividends have been made on the Units, and the
Managing Owner has no present intention to make any.
(d) Recent Sales of Unregistered Securities;
Use of Proceeds from Registered Securities.
Item. 701(f)
(1) The use of proceeds information is being disclosed for Registration
Statement No. 33-90756 declared effective on July 12, 1995.
(4)(iv) For the account of the issuer, the amount of Units sold as of
December 31, 1997 is $83,202,157; and the aggregate offering price of the
amount sold as of December 31, 1997 is $83,202,157.
(vi) The net offering proceeds to the issuer totaled $83,202,157.
(vii) From the effective date of the registration statement to
December 31, 1997, the amount of net offering proceeds to the issuer for
commodity futures and forward trading totaled $83,202,157.
Item 6. Selected Financial Data
The following is a summary of operations for the fiscal years 1997 and
1996 and for the period from September 13, 1995 to December 31, 1995, and
total assets of the Trust at December 31, 1997, 1996 and 1995. The
Partnership commenced trading operations on September 13, 1995.
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<TABLE>
For the period
For the Year Ended For the Year Ended September 13, 1995
December 31, 1997 December 31, 1996 to December 31, 1995
-------------------- -------------------- --------------------
<S> <C> <C> <C>
Revenue:
Net realized and unrealized trading gain
(loss), net of brokerage commissions of
$6,057,327, $3,998,675 and $548,790 in
1997, 1996 and 1995, respectively $ (945,912) $ 5,143,118 $ 2,733,790
Interest income 3,467,544 2,115,972 303,229
-------------------- -------------------- --------------------
2,521,632 7,259,090 3,037,019
-------------------- -------------------- --------------------
Foreign exchange gain (loss) 62,685 (72,910) (9,539)
-------------------- -------------------- --------------------
Total income $ 2,584,317 $ 7,186,180 $ 3,027,480
-------------------- -------------------- --------------------
Expenses:
Profit share 695,667 829,081 460,840
Administrative expenses 345,473 519,753 59,492
-------------------- -------------------- --------------------
Total expenses $ 1,041,140 $ 1,348,834 $ 520,332
-------------------- -------------------- --------------------
Net Income $ 1,543,177 $ 5,837,346 $ 2,507,148
==================== ==================== ====================
Total assets $ 74,862,554 $ 58,916,566 $ 27,177,664
==================== ==================== ====================
Total limited partners' capital $ 72,794,694 $ 54,723,006 $ 25,201,890
==================== ==================== ====================
Net asset value per Unit $ 1,182.43 $ 1,150.14 $ 1,050.69
==================== ==================== ====================
Redemption value per Unit $ 1,182.43 $ 1,154.81 $ 1,072.34
==================== ==================== ====================
Increase in net asset value per Unit $ 32.29 $ 99.45 $ 50.69
==================== ==================== ====================
Increase in redemption value per Unit $ 25.62 $ 82.47 $ 72.34
==================== ==================== ====================
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Reference is made to "Item 6. Selected Financial Data" and "Item 8.
Financial Statements and Supplementary Data." The information contained
therein is essential to, and should be read in conjunction with, the following
analysis.
Capital Resources
Units are offered for sale as of the beginning, and may be redeemed as of
the end, of each month.
The amount of capital raised for the Trust should not have a significant
impact on its operations, as the Trust has no significant capital expenditure
or working capital requirements other than for monies to pay trading losses,
brokerage commissions and charges. Within broad ranges of capitalization, the
Managing Owner's trading positions should increase or decrease in approximate
proportion to the size of the Trust.
The Trust raises additional capital only through the sale of Units and
trading profits (if any) and does not engage in borrowing.
The Trust trades futures, options and forward contracts on interest
rates, commodities, currencies, metals, energy and stock indices. Risk arises
from changes in the value of these contracts (market risk) and the potential
inability of counterparties or brokers to perform under the terms of their
contracts (credit risk). Market risk is generally to be measured by the face
amount of the futures positions acquired and the volatility of the markets
traded. The credit risk from counterparty non-performance associated with
these instruments is the net unrealized gain, if any, on these positions. The
risks associated with exchange-traded contracts are generally perceived to be
less than those associated with over-the-counter transactions, because
exchanges typically (but not universally) provide clearinghouse arrangements
in which the collective credit (in some cases limited in amount, in some cases
not) of the members of the exchange is pledged to support the financial
integrity of the exchange. In over-the-counter transactions, on the other
hand, traders must rely solely on the credit of their respective individual
counterparties. Margins which may be subject to loss in the event of a
default, are generally required in exchange trading, and counterparties may
require margin in the over-the-counter markets.
The Managing Owner has procedures in place to control market risk,
although there can be no assurance that they will, in fact, succeed in doing
so. These procedures primarily focus on (1) limiting trading to markets which
the Managing Owner believes are sufficiently liquid in respect of the amount
of trading contemplated; (2) diversifying positions among various markets; (3)
limiting the assets committed as margin, generally within a range of 15% to
30% of an account's Net Assets at exchange minimum margins, (including imputed
margins on forward positions) although the amount committed to margin at any
time may be substantially higher; (4) prohibiting pyramiding (that is, using
unrealized profits in a particular market as margin for additional positions
in the same market); and (5) changing the equity utilized for trading by an
account solely on a controlled periodic basis rather than as an automatic
consequence of an increase in equity resulting from trading profits. The
<PAGE>
Trust controls credit risk by dealing exclusively with large, well capitalized
financial institutions, such as the Brokers, as brokers and counterparties.
Due to the nature of the Trust's business, substantially all its assets
are represented by cash, United States government obligations and short-term
foreign sovereign debt obligations, while the Trust maintains its market
exposure through open futures and forward contract positions.
The Trust's futures contracts are settled by offset and are cleared by
the exchange clearinghouse function. Open futures positions are marked to
market each trading day and the Trust's trading accounts are debited or
credited accordingly. Options on futures contracts are settled either by
offset or by exercise. If an option on a future is exercised, the Trust is
assigned a position in the underlying future which is then settled by offset.
The Trust's spot and forward currency transactions conducted in the interbank
market are settled by netting offsetting positions held with the same
counterparty; net positions are then settled by entering into offsetting
positions and by cash payments.
Liquidity
The Trust's assets are generally held as cash or cash equivalents which
are used to margin the Trust's futures positions and withdrawn, as necessary,
to pay redemptions and expenses. Other than potential market-imposed
limitations on liquidity, due, for example, to daily price fluctuation limits,
which are inherent in the Trust's futures and forward trading, the Trust's
assets are highly liquid and are expected to remain so. During its operations
through December 31, 1997, the Trust experienced no meaningful periods of
illiquidity in any of the numerous markets traded by the Managing Owner.
Results of Operations
Performance Summary
The Trust's success depends on the Managing Owner's ability to recognize
and capitalize on trends and other profit opportunities in different sectors
of the world economy. The Managing Owner's trading methods are confidential,
so that substantially the only information that can be furnished regarding the
Trust's results of operations is its performance record. Unlike most
operating businesses, general economic or seasonal conditions have no direct
effect on the profit potential of the Trust, while, at the same time, its past
performance is not necessarily indicative of future results. Because of the
speculative nature of its trading, operational or economic trends have little
relevance to the Trust's results. The Managing Owner believes, however, that
there are certain market conditions -- for example, markets with strong price
trends -- in which the Trust has a better opportunity of being profitable than
in others.
1997
During 1997, the Trust's average month-end Net Assets equaled
approximately $68,000,000, and it achieved gross trading gains of $5,111,415
or 7.5% of average month-end Net Assets. Brokerage fees of $6,057,327 or 8.9%
of average month-end Net Assets and Profit Shares of $695,667 or 1.02% of
average month-end Net Assets were paid or accrued. Interest income of
<PAGE>
$3,467,544 or 5.1% of average month-end Net Assets, resulted in net income
(after deduction for administrative expenses, but without reduction for
organizational and initial offering cost reimbursement payments) of $1,543,177
or 2.27% of average month-end Net Assets, and a 2.8% increase in the Net Asset
Value per Unit.
During 1997, the Trust was profitable. For the year, financial markets'
trading (interest rates, currencies, and stock indices) was profitable.
However, substantial losses resulted from trading the non-financial sectors,
especially metals. The majority of currency trading profits occurred in
dollar trading versus the Japanese yen and European community currency bloc.
In the interest rate sector, trading of the Japanese government bond future
was profitable, and gains were also produced in trading futures for the
Euro-yen, U.S. treasury note, Spanish government bond, Italian bond, and
Australian bond. Trading of the German bond and Pibor futures produced
notable losses. Stock index futures trading was profitable for Japan's Topix
and Nikkei, Korea's Hang Seng, and Australia's All Ordinaries. In the
non-financial component of the Trust's portfolio, metal futures trading was
negative, particularly due to losses from London aluminum and nickel. Trading
in softs also was generally negative as sizable losses were produced in sugar,
orange juice and cocoa. However, gains from coffee positions countered these
losses to large extent. In the energy sector, gains in natural gas served to
counterbalance losses in crude oil, heating oil, unleaded gas, and London gas
oil. Trading of grain futures was slightly negative for the year.
1996
During 1996, the Trust's average month-end Net Assets equaled
approximately $45,000,000, and it achieved gross trading gains of $9,141,793
or 20.40% of average month-end Net Assets. Brokerage Fees of $3,998,675 or
8.92% of average month-end Net Assets and Profit Shares of $829,081 or 1.85%
of average month-end Net Assets were paid or accrued. Interest income (at an
average rate on invested assets of approximately 5.0% per annum) of $2,115,972
or 4.7% of average month-end Net Assets, resulted in net income (after
deduction for administrative expenses, but without reduction for
organizational and initial offering cost reimbursement payments) of $5,837,346
or 13.03% of average month-end Net Assets, and a 7.69% increase in the Net
Asset Value per Unit (for redemption purposes).
January 1996 began with major gains continuing in the energy sector, but
the upward price trends in these markets reversed sharply later in the month
and resulted in a small loss. February saw the Trust incur its worst monthly
drawdown as all six sectors traded by World Resource Portfolio sustained
losses -- an unusual result. In the next two months, the Trust managed
comparatively minor gains and then in May a loss of (7.88)% was sustained, as
all sectors except energy were unprofitable. In June, a soaring energy market
produced gains which almost offset May's losses. In July, the Trust incurred
slight losses as energy trading was unprofitable. The following five months,
August through December, produced profits in each month as major trends
occurred in the interest rate and currency markets.
1995
From the commencement of trading on September 13, 1995 through December
31, 1995, the Trust's average month-end Net Assets equaled approximately
<PAGE>
$19,613,000, and it recognized gross trading gains of $3,282,580 or 16.74% of
average month-end Net Assets. Brokerage Fees of $548,790 or 2.80% of average
month-end Net Assets and Profit Shares of $460,840 or 2.35% of average
month-end Net Assets were paid or accrued. Interest income (at an average
rate on invested assets of approximately 5.1% per annum) of $303,229 or 1.55%
of average month-end Net Assets, resulted in net income (after deduction for
administrative expenses, but without reduction for organizational and initial
offering cost reimbursement payments) of $2,507,148 or 12.78% of average
month-end Net Assets, and a 7.23% increase in the Net Asset Value per Unit
(for redemption purposes).
The Trust began operations in mid-September 1995 and quickly incurred
significant losses as it became fully invested in the markets just as
sustained trends in two of its six portfolio sectors -- currencies and energy
- -- reversed. Losses continued in October with a small gain in November during
generally trendless markets, causing a cumulative loss in the first two and
one-half months of trading of approximately (7.5)%. In December 1995,
however, the Trust was able to achieve major profits in the energy sector as a
combination of cold weather, depleted inventories and pipeline capacity
constraints resulted in soaring natural gas prices. Also profitable were
stock index, interest rate and agricultural trading. The total gain in
December was 16.02%, resulting in a 1995 (3½ month) Compound Rate of
Return of 7.23% and a December 31, 1995 Net Asset Value per Unit of $1,072.34.
Inflation may be a significant factor in the Partnership's profitability
in light of the Trust's trading in energy, agricultural and metals markets.
However, inflationary cycles can give rise to types of price movements which
can either have a favorable or an adverse impact on the Trust's profitability.
The Year 2000 Computer Issue
Many computer applications currently in use were designed and developed
using two digits to identify the year. These programs were implemented
without considering the impact of the change in the century. Consequently,
these computer applications could fail or create erroneous results if not
corrected.
The Managing Owner is currently in the process of ensuring that its
computer systems are Year 2000 compliant and anticipates Year 2000 compliance
by early 1999. The cost of addressing the Year 2000 issue will be borne by
the Managing Owner, not the Trust, and is expected to have no material impact
on the Managing Owner's ability to conduct its affairs or those of the Trust.
However, failure of exchanges, clearing organizations, banks, brokers,
regulators or other third parties to resolve their processing issues could
result in a material financial risk.
Item 7A. Quantitative and Qualative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Financial statements required by this item are included as Exhibit 13.01
to this report.
<PAGE>
The supplementary financial information specified by Item 302 of
Regulation S-K is not applicable.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on accounting
and financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
(a,b) Identification of Directors and Executive Officers
The Trust has no directors or executive officers. The Trust is
controlled and managed by the Managing Owner under a delegation of authority
by the Trust's Trustee, Wilmington Trust Company.
Millburn Ridgefield Corporation, the Managing Owner, is a Delaware
corporation organized in May 1982 to manage discretionary accounts in futures
and forward markets. It is the corporate successor to a futures trading and
advisory organization which has been continuously managing assets in the
currency and futures markets using quantitative, systematic techniques since
1971.
The principals and senior officers of Millburn Ridgefield Corporation as
of December 31, 1997 are as follows:
Harvey Beker, age 44. Mr. Beker is President, Co-Chief Executive
Officer and a Director of Millburn Ridgefield and The Millburn Corporation,
and a partner of ShareInVest Research L.P. He received a Bachelor of Arts
degree in economics from New York University in 1974 and a Master of Business
Administration degree in finance from NYU in 1975. From June 1975 to July
1977, Mr. Beker was employed by Loeb Rhoades, Inc. where he developed and
traded silver arbitrage strategies. From July 1977 to June 1978, Mr. Beker
was a futures trader at Clayton Brokerage Co. of St. Louis. Mr. Beker has
been employed by The Millburn Corporation since June 1978. During his tenure
at Millburn, he has been instrumental in the development of the research,
trading and operations areas. Mr. Beker became a principal of the firm in
1982.
George E. Crapple, age 53. Mr. Crapple is Co-Chief Executive Officer,
Vice-Chairman and a Director of Millburn Ridgefield, Vice-Chairman and a
Director of The Millburn Corporation and a partner of ShareInVest Research
L.P. In 1966 he graduated with honors from the University of Wisconsin where
his field of concentration was economics and he was elected to Phi Beta
Kappa. In 1969 he graduated from Harvard Law School, magna cum laude, where
he was a member of the Harvard Law Review. He was a lawyer with Sidley & Austin
, Chicago, Illinois, from 1969 until April 1, 1983, as a partner since 1975,
specializing in commodities, securities, corporate and tax law. He was first
associated with Millburn Ridgefield in 1976 and joined Millburn Ridgefield
Corporation on April 1, 1983 on a full-time basis. Mr. Crapple is a member of
the Board of Directors and a former Chairman of the Eastern Regional Business
<PAGE>
Conduct Committee of the NFA, Vice-Chairman of the Board of Directors and a
member of the Executive Committee of the Managed Funds Association, a member
of the Financial Products Advisory Committee of the CFTC and a former member
of the Board of Directors and Nominating Committee of the Futures Industry
Association.
Mark B. Fitzsimmons, age 50. Mr. Fitzsimmons is a Senior Vice-President
of Millburn Ridgefield and The Millburn Corporation and a partner of
ShareInVest Research L.P. His responsibilities include both marketing and
investment strategy. He graduated summa cum laude from the University of
Bridgeport, Connecticut in 1970 with a B.S. in economics. His graduate work
was done at the University of Virginia, where he received a certificate of
candidacy for a Ph.D. in economics in 1973. He joined Millburn Ridgefield in
January 1990 from Morgan Stanley & Co. Incorporated where he was a Principal
and Manager of institutional foreign exchange sales and was involved in
strategic trading for the firm. From 1977 to 1987 he was with Chemical Bank
New York Corporation, first as a Senior Economist in Chemical's Foreign
Exchange Advisory Service and later as a Vice-President and Manager of
Chemical's Corporate Trading Group. While at Chemical he also traded both
foreign exchange and fixed income products. From 1973 to 1977 Mr. Fitzsimmons
was employed by the Federal Reserve Bank of New York, dividing his time
between the International Research Department and the Foreign Exchange
Department.
Barry Goodman, age 40. Mr. Goodman is Senior Vice-President, Director
of Trading and Co-Director of Research of Millburn Ridgefield and The Millburn
Corporation and a partner of ShareInVest Research L.P. His responsibilities
include overseeing the firm's trading operation and managing its trading
relationships, as well as the design and implementation of trading systems.
He graduated magna cum laude from Harpur College of the State University of
New York in 1979 with a B.A. in economics. From 1980 through late 1982 he was
a commodity trader for E. F. Hutton & Co., Inc. At Hutton he also designed
and maintained various technical indicators and coordinated research projects
pertaining to the futures markets. He joined Millburn Ridgefield in 1982 as
Assistant Director of Trading.
Dennis B. Newton, age 46. Mr. Newton is a Senior Vice-President of
Millburn Ridgefield. His primary responsibilities are in administration and
marketing. Prior to joining Millburn Ridgefield in September 1991, Mr. Newton
was President of Phoenix Asset Management, Inc., a registered commodity pool
operator from April 1990 to August 1991. Prior to his employment with
Phoenix, Mr. Newton was a Director of Managed Futures with Prudential-Bache
Securities Inc. from September 1987 to March 1990. Mr. Newton joined
Prudential-Bache from Heinold Asset Management, Inc. where he was a member of
the senior management team. Heinold was a pioneer and one of the largest
sponsors of funds utilizing futures and currency forward trading.
Grant N. Smith, age 46. Mr. Smith is Senior Vice-President and
Co-Director of Research of Millburn Ridgefield and The Millburn Corporation
and a partner of ShareInVest Research L.P. He is responsible for the design,
testing and implementation of quantitative trading strategies, as well as for
planning and overseeing the computerized decision-support systems of the
firm. He received a B.S. degree from the Massachusetts Institute of
Technology in 1974 and an M.S. degree from M.I.T. in 1975. While at M.I.T. he
held several teaching and research positions in the computer science field and
<PAGE>
participated in various projects relating to database management. He joined
Millburn Ridgefield in 1975.
Malcolm H. Wiener, age 62. Mr. Wiener is the founder and non-executive
Chairman of Millburn Ridgefield, The Millburn Corporation and ShareInVest
Research L.P., serves as an adviser to these entities and is a major investor
in funds managed by Millburn Ridgefield and ShareInVest Research L.P. He does
not, however, have investment or operational authority or responsibility for
any of these entities or supervisory authority over their officers or
employees. Mr. Wiener is also a Director of Millburn Ridgefield and The
Millburn Corporation. Mr. Wiener graduated magna cum laude from Harvard
College in 1957, where his field of concentration was Economics and he was
elected to Phi Beta Kappa. From 1957 to 1960 he served as an officer in the
United States Navy. Mr. Wiener graduated from the Harvard Law School in 1963
and practiced law in New York City specializing in corporate law and financial
transactions until 1973. Mr. Wiener began research on and the trading of
futures contracts pursuant to systematic trading methods and money management
principles in 1971 and the management on a full time basis of private funds in
this area in 1973. He is the author of numerous papers on the history of
trade and is a member of the Council on Foreign Relations. He serves on the
boards or visiting committees of various non-profit institutions including the
Kennedy School of Government and the Wiener Center for Social Policy at
Harvard University, the Harvard Art Museums, the Metropolitan Museum in New
York, the Museum of Fine Arts in Boston, the American School of Classical
Studies in Athens and the Council on Economic Priorities in New York.
(c) Identification of Certain Significant Employees
None.
(d) Family Relationships
None.
(e) Business Experience
See Item 10 (a,b) above.
(f) Involvement in Certain Legal Proceedings
None.
(g) Promoters and Control Persons
The Managing Owner is the sole promoter and control person of the Trust.
Item 11. Executive Compensation
The Trust has no directors or officers. None of the directors or
officers of the Managing Owner receive "other compensation" from the Trust.
The Managing Owner makes all trading decisions on behalf of the Trust. The
Managing Owner receives monthly brokerage commissions of 0.75 of 1% of the Net
Assets (which is reduced to 0.58 of 1% of Net Assets for Unitholders who
invest more than $1 million in the Trust) and a quarterly profit share of
17.5% of any new trading profit as defined.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners
and Management
(a) Security Ownership of Certain Beneficial Owners
The Trust knows of no person who owns beneficially more than 5% of the
Units. All of the Trust's managing owner interest is held by the Managing
Owner.
(b) Security Ownership of Management
Under the terms of the Trust Agreement, the Trust's affairs are managed
by the Managing Owner, which has discretionary authority over the Trust's
trading. The Managing Owner's managing owner interest was valued at $776,209
as of December 31, 1997, 1.06% of the Partnership's total equity, the
equivalent of 656.45 Units.
(c) Changes in Control
None.
Item 13. Certain Relationships and Related Transactions
See "Item 11. Executive Compensation" and "Item 12. Security Ownership
of Certain Beneficial Owners and Management." The Trust allocated to the
Managing Owner $6,057,327 in brokerage fees and $695,667 in profit share for
the year ended December 31, 1997. The Managing Owners' managing owner
interest showed an allocation of gain of $73,766 for the year ended December
31, 1997. The Trust is prohibited from making any loans.
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
(a)(1) Financial Statements
The following financial statements are included with the 1997 Report of
Independent Accountants, a copy of which is filed hereto as Exhibit 13.01.
Page
Report of Independent Accountants ..................... F-1
Statements of Financial Condition As
of December 31, 1997 and 1996 ...................... F-2
Statements of Operations for the years ended
December 31, 1997 and 1996 and the period
from September 13, 1995 (commencement of
trading operations) to December 31, 1995 ........... F-3
Statements of Changes in Trust Capital for
the years ended December 31, 1997 and 1996
and the period from June 7, 1995 .................. F-4
Notes to Financial Statements ......................... F-5
<PAGE>
(a)(2) Financial Statement Schedules
All Schedules are omitted for the reason that they are not required or
are not applicable because equivalent information has been included in the
financial statements or the notes thereto.
(a)(3) Exhibits as required by Item 601 of Regulation S-K
The following exhibits are included herewith.
Designation Description
13.01 1997 Report of Independent Accountants
27.01 Financial Data Schedule
The following exhibits are incorporated by reference from Amendment No. 1
to the Registration Statement (File No. 33-90756) filed on June 27, 1995 on
Form S-1 under the Securities Act of 1933.
3.02 Certificate of Trust of the Trust.
10.01 Form of Subscription Agreement and Power of Attorney.
The following exhibits are incorporated by reference from Post-Effective
Amendment No. 1 to the Registration Statement (File No. 33-90756) filed on
March 1, 1996 on Form S-1 under the Securities Act of 1933.
10.02 Selling Agreement among the Trust, the Managing Owner
and the Principal Selling Agents (includes a form of
Additional Selling Agent and Correspondent Selling
Agent Agreement).
10.03(a) Customer Agreement among the Trust, the Managing
Owner and a Principal Selling Agent in its capacity
as a futures commission merchant.
10.03(b) Customer Agreement among the Trust, the Managing
Owner and a Principal Selling Agent in its capacity
as a futures commission merchant.
10.04 Escrow Agreement between the Trust and Chemical Bank, N.A.
The following exhibit is incorporated by reference from Post-Effective
Amendment No. 5 to the Registration Statement (File No. 33-90756) filed
February 18, 1997 on Form S-1 under the Securities Act of 1933.
3.01 Amended and Restated Declaration of Trust and
Trust Agreement
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Partnership during the quarter
ended December 31, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
New York and State of New York on the 27th day of March, 1998.
THE MILLBURN WORLD RESOURCE TRUST
By: Millburn Ridgefield Corporation,
Managing Owner
By /s/ Harvey Beker
Harvey Beker
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Managing
Owner of the Registrant in the capacities and on the date indicated.
Title with
Signature Managing Owner Date
_______________________ Chairman and Director March __, 1998
Malcolm H. Wiener
/s/ Harvey Beker President, Co-Chief March 27, 1998
Harvey Beker Executive Officer and Director
(Principal Financial and
Accounting Officer)
/s/ George E. Crapple Vice-Chairman, Co-Chief March 27, 1998
George E. Crapple Executive Officer and Director
(Principal Executive Officer)
(Being the principal executive officer, the principal financial and
accounting officer, and a majority of the directors of Millburn Ridgefield
Corporation)
Millburn Ridgefield Corporation Managing Owner of Registrant
March 27, 1998
By /s/ Harvey Beker
Harvey Beker
President
<PAGE>
Exhibit 13.01
Coopers & Lybrand L.L.P.
a professional services firm
REPORT of INDEPENDENT ACCOUNTANTS
To the Unitholders of
The Millburn World Resource Trust:
We have audited the accompanying statements of financial condition of
THE MILLBURN WORLD RESOURCE TRUST as of December 31, 1997 and 1996, and
the related statements of operations for the years ended December 31, 1997,
1996 and the period from September 13, 1995 (commencement of trading
operations) to December31, 1995, and the statements of changes in Trust
capital for the years ended December31, 1997 and 1996 and the period from
June 7, 1995 (date Trust was organized) to December 31, 1995. These
financial statements are the responsibility of management of the Managing
Owner. 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, the financial statements referred to above present fairly,
in all material respects, the financial position of The Millburn World
Resource Trust as of December 31, 1997 and 1996, and the results of its
operations for the years ended December 31, 1997, 1996 and for the period
from June 7, 1995 (date Trust was organized) to December 31, 1995, in
conformity with generally accepted accounting principles.
New York, New York
January 26, 1998.
F-1
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
<TABLE>
Statements of Financial Condition
As of December 31, 1997 and 1996
<CAPTION>
ASSETS: 1997 1996
-------------- --------------
<S> <C> <C>
Equity in trading accounts:
Investments in U.S. Treasury bills - at value
(amortized cost $16,490,244 at December 31, 1997
and $30,256,310 at December 31, 1996) (Note 3) $ 16,490,244 $ 30,256,310
Options owned, at market value (cost $396,056 at
December 31, 1997 and $685,996 at December 31, 1996) 559,110 922,536
Unrealized appreciation on open contracts 4,753,326 3,779,038
Unrealized depreciation on open currency contracts -- (573,797)
Cash 2,105,808 5,855,321
-------------- --------------
23,908,488 40,239,408
Money market fund 9,944,556 2,447,271
Investment in U.S. Treasury bills - at value
(amortized cost $41,009,510 at December 31, 1997
and $15,656,090 at December 31, 1996) (Note 3) 41,009,510 15,656,090
-------------- --------------
Total assets $ 74,862,554 $ 58,342,769
============== ==============
LIABILITIES and TRUST CAPITAL:
Due to broker for U.S. Treasury bills purchased -- 293,705
Due to managing owner (Note 4) -- 252,264
Accounts payable and accrued expenses 73,925 52,344
Redemptions payable to unitholders, net (Note 10) 773,980 1,260,914
Accrued brokerage fees (Note 5) 443,746 343,224
-------------- --------------
Total liabilities 1,291,651 2,202,451
-------------- --------------
Trust capital (Notes 5, 10 and 11):
Managing Owner interest 776,209 1,417,312
Unitholders, (61,563.868 and 47,579.531
Units of Beneficial Interest outstanding
in 1997 and 1996, respectively) 72,794,694 54,723,006
-------------- --------------
Total Trust capital 73,570,903 56,140,318
-------------- --------------
Total liabilities and Trust capital $ 74,862,554 $ 58,342,769
============== ==============
<FN>
See accompanying notes to financial statements.
</TABLE>
F-2
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
<TABLE>
Statements of Operations
For the years ended December 31, 1997 and 1996 and the period from September 13, 1995
(commencement of trading operations) to December 31, 1995
<CAPTION>
Period from
September 13, 1995
(commencement of
Year Ended Year Ended trading operations)
December 31, 1997 December 31, 1996 to December 31, 1995
-------------------- -------------------- --------------------
<S> <C> <C> <C>
Income (Note 3):
Net gains on trading of futures,
forward and option contracts:
Realized gains (losses):
Futures and forwards $ 4,123,599 $ 7,778,511 $ 551,797
Options (486,783) 750,368 (98,084)
Change in unrealized appreciation
(depreciation):
Futures and forwards 1,548,085 489,201 2,716,040
Options (73,486) 123,713 112,827
-------------------- -------------------- --------------------
5,111,415 9,141,793 3,282,580
Less, Brokerage fees (Note 5) 6,057,327 3,998,675 548,790
-------------------- -------------------- --------------------
Net realized and unrealized gains
(losses) on trading of futures,
forward and option contracts (945,912) 5,143,118 2,733,790
Interest income 3,467,544 2,115,972 303,229
Foreign exchange gain (loss) 62,685 (72,910) (9,539)
-------------------- -------------------- --------------------
Total income 2,584,317 7,186,180 3,027,480
-------------------- -------------------- --------------------
Expenses (Note 3):
Profit share (Note 5) 695,667 829,081 460,840
Administrative expenses 345,473 519,753 59,492
-------------------- -------------------- --------------------
1,041,140 1,348,834 520,332
-------------------- -------------------- --------------------
Net income $ 1,543,177 $ 5,837,346 $ 2,507,148
==================== ==================== ====================
Net income per Unit of Beneficial Interest
(Note 10) $ 32.29 $ 99.45 $ 75.75
==================== ==================== ====================
<FN>
See accompanying notes to financial statements.
</TABLE>
F-3
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
<TABLE>
Statements of Changes in Trust Capital
For the years ended December 31, 1997 and 1996 and the period from
June 7, 1995 (date Trust was organized) to December 31, 1995
<CAPTION>
New Profits Managing
Unitholders Memo Account Owner Total
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Initial capital contributions $ 1,600 $ -- $ 400 $ 2,000
Proceeds from initial offering of 15,141.664
Units of Beneficial Interest and
Managing Owner contribution 15,141,664 -- 155,005 15,296,669
Initial capital contribution withdrawn (1,600) -- -- (1,600)
-------------- -------------- -------------- --------------
Opening Trust capital for operations 15,141,664 -- 155,405 15,297,069
Proceeds from sale of 8,926.044 Units of Beneficial
Interest and Managing Owner contributions 8,267,366 -- 85,000 8,352,366
Organization and offering costs (593,674) -- (6,326) (600,000)
Net income 2,471,680 -- 35,468 2,507,148
Redemptions (81.621 Units of Beneficial Interest) (85,146) -- -- (85,146)
Managing Owner's Profit Share -- 460,840 -- 460,840
Transfer from New Profits Memo
Account to Managing Owner -- (460,840) 460,840 --
-------------- -------------- -------------- --------------
Trust capital at December 31, 1995 25,201,890 -- 730,387 25,932,277
Proceeds from sale of 30,447.310 Units
of Beneficial Interest 31,099,099 -- 217,000 31,316,099
Net income 5,735,662 712 100,972 5,837,346
Redemptions (6,951.474 Units of Beneficial Interest) (7,313,645) -- (460,840) (7,774,485)
Limited Partnership Units (97.608) allocated -- -- -- --
Managing Owner's Profit Share -- 829,081 -- 829,081
Transfer from New Profits Memo
Account to Managing Owner -- (829,793) 829,793 --
-------------- -------------- -------------- --------------
Trust capital at December 31, 1996 54,723,006 -- 1,417,312 56,140,318
Proceeds from sale of 22,517.798 Units
of Beneficial Interest 26,834,427 7,679 115,000 26,957,106
Net income 1,469,088 323 73,766 1,543,177
Redemptions (8,664.831 Units of Beneficial Interest) (10,231,827) (8,002) (1,525,536) (11,765,365)
Limited Partnership Units (131.370) allocated -- -- -- --
Managing Owner's Profit Share -- 695,667 -- 695,667
Transfer from New Profits Memo
Account to Managing Owner -- (695,667) 695,667 --
-------------- -------------- -------------- --------------
Trust capital at December 31, 1997 $ 72,794,694 $ -- $ 776,209 $ 73,570,903
============== ============== ============== ==============
<FN>
See accompanying notes to financial statements.
</TABLE>
F-4
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
Notes to Financial Statements
1. Organization:
The Millburn World Resource Trust (the "Trust") was organized on June 7,
1995 under the Delaware Business Trust Act. At such time, the only capital
contributed to the Trust was the original capital contribution of $400 by
Millburn Ridgefield Corporation (the "Managing Owner") and $1,600 by the
initial Unitholder. The Managing Owner has agreed to make additional
capital contributions as Managing Owner, subject to certain possible
exceptions in order to maintain its capital account at not less than 1% of
the total capital accounts of the Trust. The Managing Owner and the
holders of the Units of Beneficial Interest ("Units") issued by the Trust
will share in any profits and losses of the Trust in proportion to the
percentage interest owned by each before brokerage commissions and profit
share allocations.
The proceeds from the initial offering of Units were turned over to the
Trust on September 13, 1995, and the Trust commenced trading operations.
The Trust is engaged in speculative trading in the futures, options and
forward markets.
2. The Offering of the Units:
The Trust offered Units to the public initially at the price of $1,000 per
Unit, and, after the initial sale of the Units, at the Net Asset Value per
Unit (as defined in the Declaration of Trust and Trust Agreement) as of the
first business day of each calendar month. Selling commissions are paid by
the Managing Owner. These selling commissions will be up to 5% of the
subscription price (Net Asset Value) per Unit after trading begins.
The proceeds from the subscriptions for Units are held in escrow and
invested in interest-bearing obligations. Subscribers are credited, when
the Units are issued, with additional Units in an amount corresponding to
the interest earned on their subscriptions while held in escrow. If a
subscription is rejected, the subscription funds plus all interest earned
thereon while held in escrow is promptly returned to the investor.
Continued
F-5
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
Notes to Financial Statements, Continued
3. Accounting Policies:
a. Investments
Open options, futures and forward contracts are valued at market value.
Realized gains (losses) and changes in unrealized appreciation
(depreciation) on futures, forward and option contracts are recognized
in the periods in which the contracts are closed or the changes occur,
and are included in net gains and (losses) on the trading of futures,
forward and option contracts.
Investments in U.S. government obligations are valued at cost plus
amortized discount which approximates market. Amortization of
discount is reflected as interest income.
b. Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are
translated at quoted prices of such currencies. Purchases and sales
of investments are translated at the exchange rate prevailing when
such transactions occurred.
c. Income Taxes
Income taxes have not been provided, as each Unitholder is
individually liable for the taxes, if any, on his share of the
Trust's income and expenses.
d. Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and
expenses during the period. Actual results could differ from these
estimates.
e. Right of Offset:
The customer agreements between the Trust and certain brokers give the
Trust the legal right to net unrealized gains and losses. Unrealized
gains and losses related to transactions with these brokers are
reflected on a net basis in the equity in trading accounts in the
statements of financial condition.
Continued
F-6
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
Notes to Financial Statements, Continued
4. Organization and Offering Costs:
Organizational and initial offering costs (exclusive of selling
commissions), estimated at $600,000, were advanced by the Managing Owner
and were reimbursed by the Trust in 24 equal monthly installments, subject
to a provision that the monthly installments received during any fiscal
year did not in the aggregate exceed 0.167 of 1% (a 2% annual rate) of the
month-end Net Asset Value of the Trust as of each of the months elapsed
during such fiscal year including the month of determination. The
reimbursement of these costs was completed in the year ended December 31,
1997. The total costs were deducted from Trust capital upon commencement
of trading, and reduced the redemption value per Unit to the extent that
the reimbursement payments were made to the Manager Owner. The Managing
Owner was also to pay, from its own funds, selling commissions on all
sales of Units.
5. Trust Agreement:
The Trust Agreement provides that the Managing Owner shall control, conduct
and manage the business of the Trust, and may make all trading decisions.
The Trust pays brokerage fees to the Managing Owner at the annual rate of
9.0% of the Trust's average month-end Net Assets of Unitholders interests
(prior to reduction for accrued brokerage fees or Profit Share). The
Managing owner retains the right to charge less than the annual brokerage
rate of 9% to those subscribers who either invest $1,000,000 or more in the
Units or subscribe without incurring the selling commission paid by the
Managing Owner. The Managing Owner, not the Trust, will pay all routine
costs of executing and clearing the Trust's futures and options trades,
including brokerage commissions payable to the clearing brokers.
Profit Share equal to 17.5% of any New Trading Profits (as defined) in
excess of the highest cumulative level of Trading Profit as of any previous
calendar quarter-end is added to the New Profits Memo Account. A transfer
from such account to Managing Owner's capital account is made to the extent
taxable capital gains are allocated to the Managing Owner.
The Trust pays its legal, accounting, auditing, printing, postage and
similar administrative expenses (including the Trustee's fees, the charges
of an outside accounting services agency and the expenses of updating the
Prospectus), as well as extraordinary costs.
6. Trading Activities:
All of the derivatives, owned by the Trust, including options, futures and
forwards, are held for trading purposes. The results of the Trust's
trading activity are shown in the statement of operations. The fair value
Continued
F-7
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
Notes to Financial Statements, Continued
of the derivative financial instruments, at December 31, 1997 and 1996,
respectively was $5,312,436 and $4,127,777. The average fair value during
the periods then ended (calculated on a monthly basis), approximated
$3,510,394 and $3,351,056, respectively.
The Trust conducts its trading activities with various brokers acting
either as a broker or counterparty to various transactions. At
December 31, 1997 and 1996, respectively, cash and treasury bills,
aggregating $18,596,052 and $36,111,631, included in the Trust's equity
in trading accounts are held by such brokers in segregated accounts as
required by U.S. Commodity Futures Trading Commission's regulations.
7. Derivative Instruments:
The Trust is party to derivative financial instruments in the normal
course of its business. These financial instruments include forwards,
futures and options, whose value is based upon an underlying asset,
index, or reference rate, and generally represent future commitments to
exchange currencies or cash flows, or to purchase or sell other financial
instruments at specific terms at specified future dates. These instruments
may be traded on an exchange or over-the-counter. Exchange traded
instruments are standardized and include futures and certain options. Each
of these instruments is subject to various risks similar to those related
to the underlying financial instruments including market and credit risk.
Market risk is the potential change in the value of the instruments traded
by the Trust due to market changes, including interest and foreign exchange
rate movements and fluctuations in commodity or security prices. Market
risk is directly impacted by the volatility and liquidity in the markets
in which the related underlying assets are traded.
Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit
risk is normally reduced to the extent that an exchange or clearing
organization acts as a counterparty to futures or options transactions,
since typically the collective credit of the members of the exchange is
pledged to support the financial integrity of the exchange. In the case
of over-the-counter transactions, the Trust must rely solely on the credit
of the individual counterparties. The Trust's risk of loss in the event of
counterparty default is typically limited to the amounts recognized in the
statement of financial condition, not to the contract or notional amounts
of the instruments.
Continued
F-8
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
Notes to Financial Statements, Continued
8. Open Derivative Instruments (Contracts) at December 31, 1997 and 1996:
<TABLE>
December 31, 1997 December 31, 1996
Notional or Contractual Notional or Contractual
Amount of Commitments Amount of Commitments
to Purchase to Sell to Purchase to Sell
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Financial instruments $ 308,387,000 $ 89,641,000 $ 252,988,000 $ 17,461,000
Stock indices 600,000 17,726,000 12,346,000 17,737,000
Currencies* 16,768,000 48,924,000 69,560,000 90,704,000
Energy -- 33,784,000 13,082,000 --
Agricultural 21,519,000 21,184,000 20,597,000 18,231,000
Metals -- 30,027,000 7,935,000 34,480,000
--------------- --------------- --------------- ---------------
$ 347,274,000 $ 241,286,000 $ 376,508,000 $ 178,613,000
=============== =============== =============== ===============
<FN>
* Currencies include offsetting commitments to purchase and sell the same currency on the same date in the
future. These commitments are economically offsetting but are not, as a technical matter, offset in the
forward market until the settlement date.
</TABLE>
The notional or contractual amounts of these derivative instruments, while
not recorded in the financial statements reflect the extent of the Trust's
involvement in these instruments.
<TABLE>
Notional or Contractual
Amount of Commitments Unrealized Gain
to Purchase to Sell Gross Net
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
December 31, 1997:
Exchange traded $ 331,269,000 $ 192,362,000 $ 5,134,786 $ 4,431,017
Non-exchange traded 16,005,000 48,924,000 691,714 485,363
--------------- --------------- --------------- ---------------
$ 347,274,000 $ 241,286,000 $ 5,826,500 $ 4,916,380 **
=============== =============== =============== ===============
December 31, 1996:
Exchange traded $ 306,948,000 $ 87,909,000 $ 4,451,695 $ 2,820,134
Non-exchange traded 69,560,000 90,704,000 876,180 621,647
--------------- --------------- --------------- ---------------
$ 376,508,000 $ 178,613,000 $ 5,327,875 $ 3,441,781 ***
=============== =============== =============== ===============
<FN>
** Includes net unrealized gain on exchange traded options of $163,054.
*** Includes net unrealized gain on exchange traded options of $236,540.
</TABLE>
Continued
F-9
<PAGE>
THE MILLBURN WORLD RESOURCE TRUST
Notes to Financial Statements, Continued
9. Termination:
The Trust will terminate on December 31, 2025 or at an earlier date if
certain conditions occur as defined in the Declaration of Trust and Trust
Agreement.
10. Redemptions:
Units may be redeemed, at the option of any Unitholder, at Net Asset Value
(as defined) as of the close of business on the last business day of any
calendar month on ten business days' written notice to the Managing Owner.
Persons who redeem Units at or prior to the end of the first and second
successive six-month periods after such Units are sold will be assessed
redemption charges of 4% and 3%, respectively (3% and 2%, respectively,
in the case of subscriptions of $1,000,000 or more), of their redeemed
Units' Net Asset Value as of the date of redemption. All redemption
charges will be paid to the Managing Owner.
11. Net Asset Value per Unit:
<TABLE>
Changes in net asset value per Unit during the years ended December 31, 1997 and 1996 and the
period from September 13, 1995 (commencement of trading operations) to December 31, 1995:
<CAPTION>
Year Ended Year Ended Period Ended
December 31, 1997 December 31, 1996 December 31, 1995
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net realized and unrealized gains
(losses) on futures, forwards and options $ (19.79) $ 87.62 $ 83.52
Interest income 72.56 36.05 14.46
Foreign exchange gain (loss) 1.31 (1.24) (0.38)
Profit share expense (14.56) (14.12) (19.16)
Administrative expenses (7.23) (8.86) (2.69)
----------------- ----------------- -----------------
Net income per unit 32.29 99.45 75.75
Organization and offering costs -- -- (25.06)
----------------- ----------------- -----------------
Increase for the period 32.29 99.45 50.69
Net asset value per Unit, beginning of period 1,150.14 1,050.69 1,000.00
----------------- ----------------- -----------------
Net asset value per Unit, end of period $ 1,182.43 $ 1,150.14 $ 1,050.69
================= ================= =================
Redemption value per Unit (before redemption charge) $ 1,182.43 $ 1,154.81 $ 1,072.34
================= ================= =================
</TABLE>
F-10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL CONDITION, OPERATIONS, AND CHANGES IN TRUST
CAPITAL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 12,050,364
<SECURITIES> 57,499,754
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 74,862,554
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 74,862,554
<CURRENT-LIABILITIES> 1,291,651
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 73,570,903
<TOTAL-LIABILITY-AND-EQUITY> 74,862,554
<SALES> 0
<TOTAL-REVENUES> 8,641,644
<CGS> 0
<TOTAL-COSTS> 6,057,327
<OTHER-EXPENSES> 1,041,140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,543,177
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,543,177
<EPS-PRIMARY> 32.29
<EPS-DILUTED> 32.29
</TABLE>
