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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the year ended December 31, 1999 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 0-19901
DEAN WITTER GLOBAL PERSPECTIVE PORTFOLIO L.P.
(Exact name of registrant as specified in its Limited Partnership
Agreement)
DELAWARE 13-3642323
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
c/o Demeter Management Corporation
Two World Trade Center, - 62nd Flr., New York, N.Y.
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)
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 10-K.[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 as of a specified date within 60
days prior to the date of filing: $14,805,796 at January 31,
2000.
DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)
DEAN WITTER GLOBAL PERSPECTIVE PORTFOLIO L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 1999
Page No.
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . .
. . . . . . . . 1
Part I .
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . 2-4
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . .
. . . . . 4
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . .
. . . . . 4-6
Item 4. Submission of Matters to a Vote of Security Holders .
. . . . .. 6
Part II.
Item 5. Market for the Registrant's Partnership Units and
Related Security Holder Matters . . . . . . . . . . . .
. . . . . 7
Item 6. Selected Financial Data . . . . . . . . . . . . . . . .
. . . . . . 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. .. . . . . . .
.. . . . . 9-21
Item 7A. Quantitative
and Qualitative Disclosures About
Market Risk . . . . . . . . . . . . . . . . . . . .
. . . . . 21-34
Item 8. Financial Statements and Supplementary Data . . .
. . . . . . . 34
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . .
. . . . . 34
Part III.
Item10. Directors and Executive Officers of the Registrant . .
. . . . 35-38
Item11. Executive Compensation . . . . . . . . . . . . . .
. . . . . 38-39
Item12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . .
. . . . . 39
Item13. Certain Relationships and Related Transactions . . . .
. . . . . 39
Part IV.
Item14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . . . .
. . . . 40
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference
as follows:
Documents Incorporated Part of
Form 10-K
Partnership's Prospectus dated December
31, 1991, together with the Supplement
to the Prospectus dated April 27, 1992 I and IV
Annual Report to the Dean Witter
Global Perspective Portfolio L.P.
Limited Partners for the year ended
December 31, 1999 II, III and IV
PART I
Item 1. BUSINESS
(a) General Development of Business. Dean Witter Global
Perspective Portfolio L.P. (the "Partnership") is a Delaware
limited partnership organized to engage primarily in the
speculative trading of futures and forward contracts, options on
futures contracts, physical commodities and other commodity
interests (collectively, "futures interests").
The general partner is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Dean Witter
Reynolds Inc. ("DWR") and an unaffiliated clearing commodity
broker, Carr Futures Inc. ("Carr"), provides clearing and
execution services. Both Demeter and DWR are wholly-owned
subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW"). The
trading advisors for the Partnership are ELM Financial, Inc., EMC
Capital Management, Inc. and Millburn Ridgefield Corporation (the
"Trading Advisors").
The Partnership's Net Asset Value per unit of limited partnership
interest ("Unit(s)") as of December 31, 1999, was $970.18,
representing a decrease of 9.8 percent from the Net Asset Value
per Unit of $1,076.00 on December 31, 1998. For a more detailed
description of the Partnership's business, see subparagraph (c).
(b) Financial Information about Industry Segments. For financial
information reporting purposes, the Partnership is deemed to
engage in one industry segment, the speculative trading of
futures interests. The relevant financial information is
presented in Items 6 and 8.
(c) Narrative Description of Business. The Partnership is in the
business of speculative trading of futures interests, pursuant to
trading instructions provided by its Trading Advisors. For a
detailed description of the different facets of the Partnership's
business, see those portions of the Partnership's prospectus,
dated December 31, 1991, (the "Prospectus"), incorporated by
reference in this Form 10-K, set forth below.
Facets of Business
1. Summary 1. "Summary of the Prospectus"
(Pages 1-6 of the
Prospectus).
2. Commodity Markets 2. "The Commodities Markets"
(Pages 66-73 of the
Prospectus).
3. Partnership's Commodity 3. "Trading Policies" (Page
Trading Arrangements and 61 of the Prospectus).
Policies "The Trading Advisors"
(Pages 32-60 of the
Prospectus).
4. Management of the Part- 4. "The Management
Agreement"
nership (Pages 63-66 of the
Prospectus). "The
General Partner" (Pages 28-30 of
the Prospectus).
"The Commodity Broker"
(Pages 61-63 of the
Prospectus) and "The
Limited Partnership
Agreement" (Pages 75-
78 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 81-
89 of the Prospectus).
(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
The class actions first filed in 1996 in California and in New
York State courts were each dismissed in 1999. However, in the
New York State class
action, plaintiffs appealed the trial court's dismissal of their
case on March 3, 2000.
On September 6, 10, and 20, 1996, and on March 13, 1997,
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. ("DWFCM"), MSDW, certain
limited partnership commodity pools of which Demeter is the
general partner, (all such parties referred to hereafter as the
"Morgan Stanley Dean Witter Parties") 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 partnership commodity pools. The complaints seek
unspecified amounts of compensatory and punitive damages and
other relief. The court entered an order denying class
certification on August 24, 1999. On September 24, 1999, the
court entered an order dismissing the case without prejudice on
consent. 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 Morgan
Stanley 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 misrepresentation in the sale and operation of the
various limited partnership commodity pools. The complaints seek
unspecified amounts of compensatory and punitive damages and
other relief. The New York Supreme Court dismissed the New York
action in November 1998, but granted plaintiffs leave to file an
amended complaint, which they did in early December 1998. The
defendants filed a motion to dismiss the amended complaint with
prejudice on February 1, 1999. By decision dated December 21,
1999, the New York Supreme Court dismissed the case with
prejudice.
In addition, 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.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
RELATED SECURITY HOLDER MATTERS
(a) Market Information
There is no established public trading market for Units of the
Partnership.
(b) Holders
The number of holders of Units at December 31, 1999 was
approximately 1,975.
(c) Distributions
No distributions have been made by the Partnership since it
commenced trading operations on March 1, 1992. Demeter has sole
discretion to decide what distributions, if any, shall be made to
investors in the Partnership. Demeter currently does not intend
to make any distribution of Partnership profits.
Item 6. SELECTED FINANCIAL DATA (in dollars)
For the Years Ended December 31,
1999 1998 1997 1996
1995
Total Revenues
(including interest) 268,597 4,169,027 4,917,569 4,375,881
7,723,714
Net Income (Loss) (1,674,974) 2,022,979 2,420,203 1,766,076
4,586,655
Net Income (Loss)
Per Unit (Limited
& General Partners) (105.82) 108.77 97.12 73.76
114.30
Total Assets 15,203,903 19,185,631 21,221,634 22,267,408
24,852,070
Total Limited
Partners' Capital 14,636,245 18,754,867 20,276,293 21,020,037
23,774,361
Net Asset Value Per
Unit 970.18 1,076.00 967.23 870.11
796.35
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity - The Partnership deposits its assets with DWR as non-
clearing broker and Carr as clearing broker in separate futures
trading accounts established for each Trading Advisor, which
assets are used as margin to engage in trading. The assets are
held in either non-interest-bearing bank accounts or in
securities and instruments permitted by the Commodity Futures
Trading Commission ("CFTC") for investment of customer segregated
or secured funds. The Partnership's assets held by the commodity
brokers may be used as margin solely for the Partnership's
trading. Since the Partnership's sole purpose is to trade in
futures, forwards, and options, it is expected that the
Partnership will continue to own such liquid assets for margin
purposes.
The Partnership's investment in futures, forwards, and options
may, from time to time, be illiquid. Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as "daily price fluctuations limits" or "daily
limits". Trades may not be executed at prices beyond the daily
limit. If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be
taken nor liquidated unless traders are willing to effect trades
at or within the limit. Futures prices have occasionally moved
the daily limit for several consecutive days with little or
no trading. These market conditions could prevent the
Partnership from promptly liquidating its futures or options
contracts and result in restrictions on redemptions.
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.
The Partnership has never had illiquidity affect a material
portion of its assets.
Capital Resources. The Partnership does not have, or expect to
have, any capital assets. Redemptions of Units in the future
will affect the amount of funds available for investments in
futures interests in subsequent periods. It is not possible to
estimate the amount and therefore, the impact of future
redemptions of Units.
Results of Operations.
General. The Partnership's results depend on its Trading
Advisors and the ability of each Trading Advisors' trading
programs to take advantage of price movements or other profit
opportunities in the futures, forwards, and options markets. The
following presents a summary of the Partnership's operations for
the three years ended December 31, 1999 and a general discussion
of its trading activities during each period. It is important to
note, however, that the Trading Advisors trade in various markets
at different times and that prior activity in a particular market
does not mean that such market will be actively traded by the
Trading Advisors or will be profitable in the future.
Consequently, the results of operations of the Partnership are
difficult to discuss other than in the context of its Trading
Advisors' trading activities on behalf of the Partnership as a
whole and how the Partnership has performed in the past.
At December 31, 1999, the Partnership's total capital was
$14,845,767, a decrease of $4,141,476 from the Partnership's
total capital of $18,987,243 at December 31, 1998. For the year
ended December 31, 1999, the Partnership generated a net loss of
$1,674,974 and total redemptions aggregated $2,466,502.
For the year ended December 31, 1999, the Partnership recorded
total trading revenues, including interest income, of $268,597
and posted a decrease in Net Asset Value per Unit. The most
significant losses of approximately 7.02% were
experienced from global interest rate futures trading as the
volatile and choppy price movement experienced during the year
limited the ability to capitalize on trends. During the fourth
quarter, most global bond markets dropped on a resurgence of
inflation and interest rate fears initiated by consistently
strong U.S. economic data, evidence of rising inflation in
Germany and increases in oil prices. Additional losses of
approximately 5.40% were recorded in the global stock index
futures markets primarily from short European stock index
futures, particularly German, as prices in these markets were
boosted higher by gains on Wall Street and in Japan early in the
year. As a result of a widespread contraction of a number of
major stock markets, some downward price trends became
established in the late summer/early fall that caused the
Partnership's trend-following managers to establish short
positions. Given the upward snapback exhibited in many of these
markets, especially the U.S., these previously existing short
positions were negatively impacted during the fourth quarter.
Smaller losses of 1.71% and 1.65% were recorded in the
agricultural markets and soft commodities markets, respectively.
A portion of the Partnership's overall losses for the year were
offset by gains of approximately 0.85% recorded in the energy
markets from long crude oil futures positions as oil prices
increased on supply cuts by oil producing nations. Total
expenses for the year were $1,943,571, resulting in a net loss of
$1,674,974. The value of a Unit decreased from $1,076.00 at
December 31, 1998 to $970.18 at December 31, 1999.
At December 31, 1998, the Partnership's total capital was
$18,987,243, a decrease of $1,981,552 from the Partnership's
total capital of $20,968,795 at December 31, 1997. For the year
ended December 31, 1998, the Partnership generated net income of
$2,022,979 and total redemptions aggregated $4,004,531.
For the year ended December 31, 1998, the Partnership recorded
total trading revenues, including interest income, of $4,169,027
and posted an increase in Net Asset Value per Unit. In 1998, the
Partnership recorded gains of approximately 14.75% in the global
interest rate markets primarily as prices moved higher during
August and September. The most significant gains were recorded
from German, U.S. and Japanese interest rate futures as investors
sought the safety of fixed income investments in response to a
decline in the global equity markets amid political and economic
turmoil in Russia, Asia and Latin America. These gains were
partially offset by losses of approximately 5.62% experienced in
the currency markets and approximately 5.04% experienced in the
metals markets, as prices in these markets moved in a short-term
volatile pattern during a good portion of the year as investors
nervously shifted their capital from market to market in an
effort to limit risk and increase return in the face of global
economic uncertainty. Total expenses for the year were
$2,146,048, resulting in net income of $2,022,979. The value of
a Unit increased from $967.23 at December 31, 1997 to $1,076.00
at December 31, 1998.
At December 31, 1997, the Partnership's total capital was
$20,968,795, a decrease of $674,210 from the Partnership's total
capital of $21,643,005, at December 31, 1996. For the year ended
December 31, 1997, the Partnership generated net income of
$2,420,203 and total redemptions aggregated $3,094,413.
For the year ended December 31, 1997, the Partnership recorded
total trading revenues, including interest income, of $4,917,569
and posted an increase in Net Asset Value per Unit. Overall, the
Partnership recorded net profits for the year. Gains of
approximately 8.75% were recorded in the currency markets
primarily as a result of sustained price trends throughout much
of the year. A portion of the Partnership's overall gains were
offset by losses of approximately 1.50% recorded in the global
interest rate futures markets primarily due to a sharp trend
reversal in international interest rate futures prices during the
fourth quarter and as a result of short-term volatility in
domestic bond and stock index futures. Offsetting gains were
recorded from long global interest rate futures positions during
July. Additionally, the Partnership's diversification over a
variety of market complexes allowed the Partnership to record
smaller trading gains of approximately 0.14% in traditional
commodities, the agricultural markets. Total expenses for the
year were $2,497,366, resulting in net income of $2,420,203. The
value of a Unit increased from $870.11 at December 31, 1996 to
$967.23 at December 31, 1997.
The Partnership's overall performance record represents varied
results of trading in different futures interests markets. For a
further description of 1999 trading results, refer to the letter
to the Limited Partners in the accompanying Annual Report to
Limited Partners for the year ended December 31, 1999, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K.
The Partnership's gains and losses are allocated among its
partners for income tax purposes.
Credit Risk.
Financial Instruments. The Partnership is a party to financial
instruments with elements of off-balance sheet market and credit
risk. The Partnership may trade futures, forwards, and options
in a portfolio of agricultural commodities, energy products,
foreign currencies, interest rates, precious and base metals,
soft commodities, and stock indices. In entering into these
contracts, the Partnership is subject to the 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 positions held by the Partnership at the same
time, and if the Trading Advisors were unable to offset positions
of the Partnership, the Partnership could lose all of its assets
and investors would realize a 100% loss.
In addition to the Trading Advisors' internal controls, each
Trading Advisor must comply with the trading policies of the
Partnership. These trading policies include standards for
liquidity and leverage with which the Partnership must comply.
The Trading Advisors and Demeter monitor the Partnership's
trading activities to ensure compliance with the trading
policies. Demeter may require the Trading Advisors to modify
positions of the Partnership if Demeter believes they violate the
Partnership's trading policies.
In addition to market risk, in entering into futures, forwards,
and options 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 or
guarantor of the Partnership for futures contracts traded in the
United States and the 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, which should
significantly reduce this credit risk. For example, a
clearinghouse may cover a default by 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 assessing its members. In
cases where the Partnership trades off-exchange forward contracts
with a counterparty, the sole recourse of the Partnership will be
the forward contracts counterparty.
There is no assurance that a clearinghouse or exchange will meet
its obligations to the Partnership, and Demeter and the commodity
brokers will not indemnify the Partnership against a default by
such parties. 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 or clearinghouse defaulting on
trades effected for the broker's customers. Any such obligation
on the part of a broker appears even less clear where the default
occurs in a non-U.S. jurisdiction.
Demeter deals with these credit risks of the Partnership in
several ways. First, it monitors the 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 the 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 the
Partnership's potential margin liability, exchange by exchange.
As a result, Demeter is able to monitor the
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, the Partnership's trading policies limit the amount of
its Net Assets that can be committed at any given time to futures
contracts and require, in addition, a 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 the
Partnership to a single exchange and, historically, the
Partnership's exposure to any one exchange has typically amounted
to only a small percentage of its total Net Assets. On those
relatively few occasions where the Partnership's credit exposure
may climb above such level, Demeter deals with the situation on a
case by case basis, carefully weighing whether the increased
level of credit exposure remains appropriate. Material changes
to the trading policies may be made only with the prior written
approval of the limited partners owning more than 50% of Units
then outstanding.
Third, Demeter has secured, with respect to Carr acting as the
clearing broker for the Partnership, 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 the Partnership's account.
With respect to forward contract trading, the Partnership trades
with only those counterparties which Demeter, together with DWR,
have determined to be creditworthy. At the date of this filing,
the Partnership deals only with Carr as its 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 Annual Report to Limited Partners for the
year ended December 31, 1999, which is incorporated by reference
to Exhibit 13.01 of this Form
10-K.
Year 2000. Commodity pools, like financial and business
organizations and individuals around the world, depend on the
smooth functioning of computer systems. The Year 2000 issue
arose since many of the world's computer systems (including those
in non-information technology systems) traditionally recorded
years in a two-digit format. If not addressed, such computer
systems may have been unable to properly interpret dates beyond
the year 1999, which may have led to business disruptions in the
U.S. and internationally. Such disruptions could have adversely
affected the handling or determination of futures trades and
prices and other services for the Partnership. Accordingly,
Demeter has fully participated in a firmwide initiative
established by MSDW to address issues associated with the Year
2000. As part of this initiative, MSDW reviewed its global
software and hardware infrastructure for mainframe, server
and desktop computing environments and engaged in extensive
remediation and testing. The Year 2000 initiative also
encompassed the review of agencies, vendors and facilities for
Year 2000 compliance.
Since 1995, MSDW prepared actively for the Year 2000 issue to
ensure that it would have the ability to respond to any critical
business process failure, to prevent the loss of workspace and
technology, and to mitigate any potential financial loss or
damage to its global franchise. Where necessary, contingency
plans were expanded or developed to address specific Year 2000
risk scenarios, supplementing existing business policies and
practices. In conjunction with MSDW's Year 2000 preparations,
Demeter monitored the progress of Carr and each Trading Advisor
throughout 1999 in their Year 2000 compliance and, where
applicable, tested its external interfaces, with Carr and the
Trading Advisors. In addition, Demeter, the commodity brokers,
the Trading Advisors and all U.S. futures exchanges were
subjected to monitoring by the CFTC of their Year 2000
preparedness, and the major foreign futures exchanges engaged in
market-wide testing of their Year 2000 compliance during 1999.
MSDW and Demeter consider the transition into the Year 2000
successful from the perspective of their internal systems and
global external interactions. Over the millennial changeover
period, no material issues were encountered, and MSDW, Demeter
and the Partnership conducted business as usual.
Risks Associated With the Euro. On January 1, 1999, eleven
countries in the European Union established fixed conversion
rates on their existing sovereign currencies and converted to a
common single currency (the euro). During a three-year
transition period, the sovereign currencies will continue to
exist but only as a fixed denomination of the euro. Conversion
to the euro prevents the Trading Advisors from trading those
sovereign currencies and thereby limits their ability to take
advantage of potential market opportunities that might otherwise
have existed had separate currencies been available to trade.
This could adversely affect the performance results of the
Partnership.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Introduction
The Partnership is a commodity pool involved in the speculative
trading of futures interests. The market-sensitive instruments
held by the Partnership are acquired for speculative trading
purposes only and, as a result, all or substantially all of the
Partnership's assets are at risk of trading loss. Unlike an
operating company, the risk of market-sensitive instruments is
central, not incidental, to the Partnership's main business
activities.
The futures interests traded by the Partnership involve varying
degrees of market risk. Market risk is often dependent upon
changes in the level or volatility of interest rates, exchange
rates, and prices of financial instruments and commodities.
Fluctuations in market risk based upon these
factors result in frequent changes in the fair value of the
Partnership's open positions, and, consequently, in its earnings
and cash flow.
The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets. At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.
The Partnership's past performance is not necessarily indicative
of its future results. Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading. The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's experiences to date or any reasonable
expectations based upon historical changes in market value.
Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the
Partnership's market risk exposures contain "forward-looking
statements" within the meaning of the safe harbor from civil
liability provided for such statements by the Private Securities
Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934).
All quantitative disclosures in this section are deemed to be
forward-looking statements for purposes of the safe harbor,
except for statements of historical fact.
The Partnership accounts for open positions using mark-to-market
accounting principles. Any loss in the market value of the
Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow. Profits and losses on open positions of exchange-
traded futures interests are settled daily through variation
margin.
The Partnership's risk exposure in the market sectors traded by
the Trading Advisors is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio. The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
interest rate risk. Market risks that are incorporated in the
VaR model include equity and commodity prices, interest rates,
foreign exchange rates, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive. The historical observation
period of the Partnership's VaR is approximately four years. The
one-day 99% confidence level of the Partnership's VaR corresponds
to the negative change in portfolio value that, based on observed
market risk factors, would have been exceeded once in 100 trading
days.
VaR models, including the Partnership's, are continuously
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve. Please note that
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Advisors in their daily risk management
activities.
The Partnership's Value at Risk in Different Market Sectors
The following tables indicates the VaR associated with the
Partnership's open positions as a percentage of total Net Assets
by primary market risk category as of December 31, 1999 and 1998.
As of December 31, 1999 and 1998, the Partnership's total
capitalization was approximately $15 million and $19 million,
respectively.
Primary Market December 31, 1999
December 31, 1998
Risk Category Value at Risk Value at
Risk
Interest Rate (1.06)% (1.58)%
Currency (1.08) (.99)
Equity (.90) (.72)
Commodity (.60) (1.07)
Aggregate Value at Risk (1.89)%
(2.15)%
Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual Market Categories listed above. Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.
The table above represents the VaR of the Partnership's open
positions at December 31, 1999 and 1998 only and is not
necessarily representative of either the historic or future risk
of an investment in the Partnership. Because the Partnership's
only business is the speculative trading of futures interests,
the composition of its trading portfolio can change significantly
over any given time period, or even within a single trading day.
Any changes in open positions could positively or negatively
materially impact market risk as measured by VaR.
The table below supplements the year end VaR by presenting the
Partnership's high, low and average VaR, as a percentage of total
Net Assets for the four quarterly reporting periods from January
1, 1999 through December 31, 1999.
Primary Market Risk Category High Low
Average
Interest Rate (2.35)% (.91)% (1.40)%
Currency (2.06) (1.08)
(1.69)
Equity (1.09) (.62) (.87)
Commodity (1.24) (.60) (.94)
Aggregate Value at Risk (4.10)% (1.89)% (2.65)%
Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements. Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership. The value of the
Partnership's open positions thus creates a "risk of ruin" not
typically found in other investments. The relative size of the
positions held may cause the Partnership to incur losses greatly
in excess of VaR within a short period of time, given the effects
of the leverage employed and market volatility. The VaR tables
above, as well as the past performance of the Partnership, gives
no indication of such "risk of ruin". In
addition, VaR risk measures should be viewed in light of the
methodology's limitations, which include the following:
past changes in market risk factors will not always result
in accurate predictions of the distributions and correlations of
future market movements;
changes in portfolio value in response to market movements
may differ from those of the VaR model;
VaR results reflect past trading positions while future risk
depends on future positions;
VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
the historical market risk factor data used for VaR
estimation may provide only limited insight into losses that
could be incurred under certain unusual market movements.
The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at December 31, 1999 and for the end of the four
quarterly reporting periods during calendar year 1999. Since VaR
is based on historical data, VaR should not be viewed as
predictive of the Partnership's future financial performance or
its ability to manage or monitor risk. There can be no assurance
that the
Partnership's actual losses on a particular day will not exceed
the VaR amounts indicated above or that such losses will not
occur more than 1 in 100 trading days.
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin. These balances and any market
risk they may represent are immaterial. The Partnership also
maintains a substantial portion (approximately 82%) of its
available assets in cash at DWR. A decline in short-term
interest rates will result in a decline in the Partnership's cash
management income. This cash flow risk is not considered
material.
Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership's market
sensitive instruments.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. The Partnership's primary market risk
exposures as well as the strategies
used and to be used by Demeter and the Trading Advisors for
managing such exposures are subject to numerous uncertainties,
contingencies and risks, any one of which could cause the actual
results of the Partnership's risk controls to differ materially
from the objectives of such strategies. Government
interventions, defaults and expropriations, illiquid markets, the
emergence of dominant fundamental factors, political upheavals,
changes in historical price relationships, an influx of new
market participants, increased regulation and many other factors
could result in material losses as well as in material changes to
the risk exposures and the risk management strategies of the
Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.
The following were the primary trading risk exposures of the
Partnership as of December 31, 1999, by market sector. It may be
anticipated however, that these market exposures will vary
materially over time.
Interest Rate. The primary market exposure in the Partnership is
in the interest rate sector. Exposure was spread across the
U.S., Japanese, European, German and British interest rate
sectors. Interest rate movements directly affect the price of
the sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions. Interest rate movements in one country as well as
relative interest rate movements between countries materially
impact the Partnership's
profitability. The Partnership's primary interest rate exposure
is generally to interest rate fluctuations in the United States
and the other G-7 countries. The G-7 countries consists of
France, U.S., Britain, Germany, Japan, Italy and Canada.
However, the Partnership also takes futures positions in the
government debt of smaller nations - e.g. Australia. Demeter
anticipates that G-7 and Australian interest rates will remain
the primary interest rate exposure of the Partnership for the
foreseeable future. The changes in interest rates, which have
the most effect on the Partnership, are changes in long-term, as
opposed to short-term, rates. Most of the speculative futures
positions held by the Partnership are in medium-to long- term
instruments. Consequently, even a material change in short-term
rates would have little effect on the Partnership, were the
medium-to long-term rates to remain steady.
Currency. The second largest market exposure in the fourth
quarter was in the currency complex. The Partnership's currency
exposure is to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs. Interest rate changes
as well as political and general economic conditions influence
these fluctuations. The Partnership trades in a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar. For the fourth quarter of
1999, the Partnership's major exposures were in the euro currency
crosses and outright U.S. dollar
positions. (Outright positions consist of the U.S. dollar vs.
other currencies. These other currencies include the major and
minor currencies). Demeter does not anticipate that the risk
profile of the Partnership's currency sector will change
significantly in the future. The currency trading VaR figure
includes foreign margin amounts converted into U.S. dollars with
an incremental adjustment to reflect the exchange rate risk
inherent to the dollar-based Partnership in expressing VaR in a
functional currency other than dollars.
Equity. The primary equity exposure is to equity price risk in
the G-7 countries. The stock index futures traded by the
Partnership are by law limited to futures on broadly based
indices. As of December 31, 1999, the Partnership's primary
exposures were in the Nikkei (Japan), Hang Seng (China) and FT-SE
(Britain) stock indices. The Partnership is primarily exposed to
the risk of adverse price trends or static markets in the U.S.,
European and Japanese indices. (Static markets would not cause
major market changes but would make it difficult for the
Partnership to avoid being "whipsawed" into numerous small
losses).
Commodity.
Metals. The Partnership's primary metals market exposure is to
fluctuations in the price of gold. Although certain Trading
Advisors will from time to
time trade base metals such as aluminum, copper, zinc and nickel,
the principal market exposures of the Partnership have
consistently been in precious metals. A reasonable amount of
exposure was evident in the gold market as the price of gold
retreated during the fourth quarter. Demeter anticipates that
gold will remain the primary metals market exposure for the
Partnership.
Energy. On December 31, 1999, the Partnership's energy exposure
was shared by futures contracts in the oil and natural gas
markets. Price movements in these markets result from political
developments in the Middle East, weather patterns, and other
economic fundamentals. As oil prices have increased
approximately 100% this year, and, given that the agreement by
OPEC to cut production is approaching expiration in March 2000,
it is possible that volatility will remain on the high end.
Significant profits and losses have been and are expected to
continue to be experienced in this market. Natural gas, also a
primary energy market exposure, has exhibited more volatility
than the oil markets on an intra-day and daily basis and is
expected to continue in this choppy pattern.
Soft Commodities and Agriculturals. On December 31, 1999, the
Partnership had a reasonable amount of exposure in the markets
that comprise these sectors. Most of the exposure, however, was
in the cotton, sugar and soybeans markets.
Supply and demand inequalities, severe weather disruption and
market expectations affect price movements in these markets.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership as of December 31, 1999:
Foreign Currency Balances. The Partnership's primary foreign
currency balances are in euros, British pounds and Hong Kong
dollars. The Partnership controls the non-trading risk of these
balances by regularly converting these balances back into dollars
upon liquidation of the respective position.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisors, separately, attempt to
manage the risk of the Partnership's open positions in
essentially the same manner in all market categories traded.
Demeter attempts to manage market exposure by diversifying the
Partnership's assets among different Trading Advisors, each of
whose strategies focus on different market sectors and trading
approaches, and monitoring the performance of the Trading
Advisors daily. In addition, the Trading Advisors establish
diversification guidelines, often set in terms of the maximum
margin to be committed to positions in any one market sector or
market-sensitive instrument.
Demeter monitors and controls the risk of the Partnership's non-
trading instrument, cash. Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisors.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements are incorporated by reference to the
Partnership's Annual Report, which is filed as Exhibit 13.01
hereto.
Supplementary data specified by Item 302 of Regulation S-K
(selected quarterly financial data) is not applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Officers of the General Partner
The directors and officers of Demeter are as follows:
Robert E. Murray, age 39, is Chairman of the Board, President and
a Director of Demeter. Mr. Murray is also Chairman of the Board,
President and a Director of DWFCM. Effective as of the close of
business on January 31, 2000, Mr. Murray replaced Mr. Hawley as
Chairman of the Board of Demeter and DWFCM. Mr. Murray is
currently a Senior Vice President of DWR's Managed Futures
Department. Mr. Murray began his career at DWR in 1984 and is
currently the Director of the Managed Futures Department. In this
capacity, Mr. Murray is responsible for overseeing all aspects of
the firm's Managed Futures Department. Mr. Murray currently
serves as Vice Chairman and a Director of the Managed Funds
Association, an industry association for investment professionals
in futures, hedge funds and other alternative investments. Mr.
Murray graduated from Geneseo State University in May 1983 with a
B.A. degree in Finance.
Mitchell M. Merin, age 46, is a Director of Demeter. Mr. Merin
is also a Director of DWFCM. Mr. Merin was appointed the Chief
Operating Officer of Individual Asset Management for MSDW in
December 1998 and the President and Chief Executive Officer of
Morgan Stanley Dean Witter Advisors in February
1998. He has been an Executive Vice President of DWR since 1990,
during which time he has been director of DWR's Taxable Fixed
Income and Futures divisions, Managing Director in Corporate
Finance and Corporate Treasurer. Mr. Merin received his
Bachelor's degree from Trinity College in Connecticut and his
M.B.A. degree in finance and accounting from the Kellogg Graduate
School of Management of Northwestern University in 1977.
Joseph G. Siniscalchi, age 54, 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 57, is a Director of Demeter. Mr.
Oelsner is currently an Executive Vice President and head of the
Product Development Group at Morgan Stanley Dean Witter Advisors,
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.
Lewis A. Raibley, III, age 37, is Vice President, Chief Financial
Officer and a Director of Demeter. Mr. Raibley is also a
Director of DWFCM. Mr. Raibley is currently Senior Vice
President and Controller in the Individual Asset Management Group
of MSDW. From July 1997 to May 1998, Mr. Raibley served as
Senior Vice President and Director in the Internal Reporting
Department of MSDW and prior to that, from 1992 to 1997, he
served as Senior Vice President and Director in the Financial
Reporting and Policy Division of Dean Witter Discover & Co. He
has been with MSDW and its affiliates since June 1986.
Richard A. Beech, age 48, is a Director of Demeter. Mr. Beech
has been associated with the futures industry for over 23 years.
He has been at DWR since August 1984, where he is presently
Senior Vice President and head of Branch Futures. Mr. Beech
began his career at the Chicago Mercantile Exchange, where he
became the Chief Agricultural Economist doing market analysis,
marketing and compliance. Prior to joining DWR, Mr. Beech also
had worked at two investment banking firms in operations,
research, managed futures and sales management.
Ray Harris, age 43, is a Director of Demeter. Mr. Harris is
currently Executive Vice President, Planning and Administration
for Morgan Stanley Dean
Witter Asset Management and has worked at DWR or its affiliates
since July 1982, serving in both financial and administrative
capacities. From August 1994 to January 1999, he worked in two
separate DWR affiliates, Discover Financial Services and Novus
Financial Corp., culminating as Senior Vice President. Mr.
Harris received his B.A. degree from Boston College and his
M.B.A. in finance from the University of Chicago.
Mark J. Hawley, age 56, served as Chairman of the Board and a
Director of Demeter and DWFCM throughout 1999. Mr. Hawley joined
DWR in February 1989 as Senior Vice President and served as
Executive Vice President and Director of DWR's Product Management
for Individual Asset Management throughout 1999. In this
capacity, Mr. Hawley was responsible for directing the activities
of the firm's Managed Futures, Insurance, and Unit Investment
Trust Business. From 1978 to 1989, Mr. Hawley was a member of
the senior management team at Heinold Asset Management, Inc., a
commodity pool operator, 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. Mr. Hawley resigned
effective January 31, 2000.
All of the foregoing directors have indefinite terms.
Item 11. EXECUTIVE COMPENSATION
The Partnership has no directors and executive officers. As a
limited
partnership, the business of the Partnership is managed by
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, 1999, there were no persons known to be beneficial
owners of more than 5 percent of the Units.
(b) Security Ownership of Management - At December 31, 1999,
Demeter owned 215.962 Units of General Partnership Interest in
the Partnership, representing a 1.41 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 1999 Annual Report to
Limited Partners, which is incorporated by reference to Exhibit
13.01 of 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 $1,203,533
for the year ended December 31, 1999.
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
auditors, all appearing in the accompanying Annual Report to
Limited Partners for the year ended December 31, 1999 are
incorporated by reference to Exhibit 13.01 of this Form 10-K:
- - Report of Deloitte & Touche LLP, independent auditors, for
the years ended December 31, 1999, 1998 and 1997.
- - Statements of Financial Condition as of December 31,
1999 and 1998.
- - Statements of Operations, Changes in Partners' Capital, and
Cash Flows for the years ended December 31, 1999, 1998 and 1997.
- - Notes to Financial Statements.
With the exception of the aforementioned information and the
information incorporated in Items 7, 8, and 13, the Annual Report
to Limited Partners for the year ended December 31, 1999 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.
SIGNATURES
Pursuant to the requirements 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 GLOBAL
PERSPECTIVE PORTFOLIO L.P.
(Registrant)
BY: Demeter Management
Corporation,
General Partner
March 30, 2000 BY: /s/ Robert E. Murray
Robert E. Murray, Director,
Chairman of the Board 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/ Robert E. Murray _____ March 29,
2000
Robert E. Murray, Director,
Chairman of the Board and
President
/s/ Joseph G. Siniscalchi _______ March 29,
2000
Joseph G. Siniscalchi, Director
/s/ Edward C. Oelsner III ________ March 29,
2000
Edward C. Oelsner III, Director
/s/ Mitchell M. Merin ______ March 29, 2000
Mitchell M. Merin, Director
/s/ Richard A. Beech ______ March 29, 2000
Richard A. Beech, Director
/s/ Ray Harris _____ March 29,
2000
Ray Harris, Director
/s/ Lewis A. Raibley, III __________ March 29, 2000
Lewis A. Raibley, III, Director, Chief
Financial Officer and Principal Accounting
Officer
EXHIBIT INDEX
ITEM
METHOD OF FILING
3.01 Limited Partnership
Agreement of
the Partnership, dated as of
November 7, 1991. (1)
10.01 Management
Agreements among the
Partnership, Demeter and A.O. Management, (2)
Inc., Chang Crowell and Millburn
each dated as of December 31, 1991.
10. 02 Management Agreement
among the Partnership, Demeter
Management Corporation and ELM Financial Incorporated
dated as of May 1, 1994. (4)
10. 03 Management Agreement
among the Partnership, Demeter
Management Corporation and EMC Capital Managements, Inc.
dated as of June 1, 1994. (5)
10. 04 Amended and Restated
Customer Agreement, dated
as of December 1, 1997, between the Partnership
and Dean Witter Reynolds Inc. (6)
10.05 Customer Agreement,
dated as of December 1, 1997,
among the Partnership, Carr Futures, Inc., and Dean
Witter Reynolds Inc. (7)
10. 06 International
Foreign Exchange Master Agreement,
dated as of August 1, 1997, between the Partnership
and Carr Futures, Inc. (8)
13.01 Annual Report to
Limited Partners for the year ended
December 31, 1999. (9)
21. 01 Supplement (dated
April 27, 1992) to the Prospectus. (3)
(1) Incorporated by
reference to Exhibit 3.01 and Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1.
(2) Incorporated by
reference by Exhibit 10.02 of the Partnership's
Registration Statement on Form S-1.
(3) Incorporated by
reference to the Partnership's Registration Statement on
Form S-1, Post Effective Amendment Number 1.
(4) Incorporated by
reference to Exhibit 10.03 of the Partnership's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994.
(5) Incorporated by
reference to Exhibit 10.04 of the Partnership's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994.
(6) Incorporated by reference to Exhibit 10.04 of the
Partnership's Form 10-K (File No. 0-19901) for fiscal year ended
December 31, 1998.
(7) Incorporated by reference to Exhibit 10.05 of the
Partnership's Form 10-K (File No. 0-19901) for fiscal year ended
December 31, 1998.
(8) Incorporated by reference to Exhibit 10.06 of the
Partnership's Form 10-K (File No. 0-19901) for fiscal year ended
December 31, 1998.
(9) Filed herewith.
Global
Perspective
Portfolio
December 31, 1999
Annual Report
MORGAN STANLEY DEAN WITTER
Demeter Management Corporation
Two World Trade Center
62nd Floor
New York, NY 10048
Telephone (212) 392-8899
Dean Witter Global Perspective Portfolio L.P.
Annual Report
1999
Dear Limited Partner:
This marks the eighth annual report for the Dean Witter Global Perspective
Portfolio L.P. (the "Fund"). The Fund began the year trading at a Net Asset
Value per Unit of $1,076.00 and finished 1999 at a Net Asset Value per Unit of
$970.18, a net loss of 9.8%. The Fund has decreased by 3.0% since its inception
of trading in March 1992 ( a compound annualized return of -0.4%).
Overall, the Fund recorded a decrease in Net Asset Value per Unit during 1999.
The most significant losses were experienced from global interest rate futures
trading as the volatile and choppy markets experienced during the year limited
the ability to capitalize on trends. During the fourth quarter, most global
bond markets dropped on a resurgence of inflation and interest rate fears ini-
tiated by consistently strong U.S. economic data, evidence of rising inflation
in Germany and increases in oil prices. Additional losses were recorded in the
global stock index futures markets from short European stock index futures,
particularly German, as prices in these markets were boosted higher by gains on
Wall Street and in Japan earlier in the year. Given the widespread contraction
of a number of major stock markets, some downward price trends became estab-
lished in the late summer/early fall that caused the Fund's trend-following
managers to establish short positions. Given the upward snapback exhibited in
many of these markets, especially the U.S., these previously existing short po-
sitions were negatively impacted during the fourth quarter. Smaller losses were
recorded in the agricultural and soft commodities markets. A portion of the
Fund's overall losses for the year were offset by gains recorded in the energy
markets from long crude oil futures positions as oil prices increased on cuts
by oil producing nations.
While we are disappointed that the Fund had a difficult year in 1999, we remind
investors that managed futures funds such as Global Perspective Portfolio are
designed to provide diversification and non-correlation, that is the ability to
perform independently, of global equities and bonds. Managed futures have his-
torically performed independently of traditional investments, such as stocks
and bonds. This is referred to as non-correlation, or the potential for managed
futures to perform when traditional markets such as stocks and bonds may expe-
rience difficulty performing. Of course, managed futures funds will not auto-
matically be profitable during unfavorable periods for these traditional in-
vestments and vice versa. The degree of non-correlation of any given managed
futures fund will vary, particularly as a result of market conditions, and some
funds will have significantly lesser degrees of non-correlation (i.e., greater
correlation) with stocks and bonds than others. 1999 proved to be another
strong year for equities, due in large part to continued growth and stability
in most major world economies accompanied by low inflation. This environment,
while strong for equities, provided few major sustained price trends in the
world's futures and currency markets, and as such, proved to be a difficult
trading environment for the money managers in this Fund whose trading strate-
gies rely on the existence of longer-term price trends for trading opportuni-
ties. Nevertheless, we remain confident in the role that managed futures in-
vestments play in the overall investment portfolio, and we believe this confi-
dence is well-founded based on the longer-term diversified non-correlated re-
turns of this alternative investment. Demeter Management Corporation, as Gener-
al Partner to the Fund, has been and continues to be an active investor with
more than $18 million invested among the 24 managed futures funds to which we
act as General Partner.
Should you have any questions concerning this report, please feel free to con-
tact Demeter Management Corporation at Two World Trade Center, 62nd Floor, New
York, NY 10048, or your Morgan Stanley Dean Witter Financial Advisor.
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/ Robert E. Murray
Robert E. Murray
Chairman
Demeter Management Corporation
General Partner
Dean Witter Global Perspective Portfolio L.P.
Independent Auditors' Report
The Limited Partners and the General Partner:
We have audited the accompanying statements of financial condition of Dean Wit-
ter Global Perspective Portfolio L.P. (the "Partnership") as of December 31,
1999 and 1998 and the related statements of operations, changes in partners'
capital, and cash flows for each of the three years in the period ended Decem-
ber 31, 1999. These financial statements are the responsibility of the Partner-
ship's management. Our responsibility is to express an opinion on these finan-
cial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of materi-
al misstatement. An audit includes examining, on a test basis, evidence sup-
porting 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 pre-
sentation. We believe that our audits provide a reasonable basis for our opin-
ion.
In our opinion, such financial statements present fairly, in all material re-
spects, the financial position of Dean Witter Global Perspective Portfolio L.P.
at December 31, 1999 and 1998 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1999 in con-
formity with generally accepted accounting principles.
/S/ Deloitte & Touche LLP
February 14, 2000
(March 3, 2000 as to Note 6)
New York, New York
Dean Witter Global Perspective Portfolio L.P.
Statements of Financial Condition
December 31,
---------------------
1999 1998
---------- ----------
$ $
ASSETS
Equity in futures interests trading accounts:
Cash 14,098,056 17,208,838
Net unrealized gain on open contracts 987,025 1,810,981
---------- ----------
Total Trading Equity 15,085,081 19,019,819
Due from DWR 65,610 111,358
Interest receivable (DWR) 53,212 54,454
---------- ----------
Total Assets 15,203,903 19,185,631
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 310,659 138,458
Accrued management fees 37,986 47,934
Accrued administrative expenses 9,491 11,996
---------- ----------
Total Liabilities 358,136 198,388
---------- ----------
PARTNERS' CAPITAL
Limited Partners (15,086.096 and 17,430.131 Units,
respectively) 14,636,245 18,754,867
General Partner (215.962 Units) 209,522 232,376
---------- ----------
Total Partners' Capital 14,845,767 18,987,243
---------- ----------
Total Liabilities and Partners' Capital 15,203,903 19,185,631
========== ==========
NET ASSET VALUE PER UNIT 970.18 1,076.00
========== ==========
The accompanying notes are an integral part of these financial statements.
Dean Witter Global Perspective Portfolio L.P.
Statements of Operations
For the Years Ended
December 31,
-------------------------------
1999 1998 1997
---------- --------- ---------
$ $ $
REVENUES
Trading Profit (Loss):
Realized 447,017 2,823,992 3,890,363
Net change in unrealized (823,956) 606,283 128,325
---------- --------- ---------
Total Trading Results (376,939) 3,430,275 4,018,688
Interest income (DWR) 645,536 738,752 898,881
---------- --------- ---------
Total Revenues 268,597 4,169,027 4,917,569
---------- --------- ---------
EXPENSES
Brokerage commissions (DWR) 1,203,533 1,308,493 1,509,723
Management fees 527,136 589,789 674,600
Transaction fees and costs 155,326 198,739 239,661
Administrative expenses 43,819 49,027 56,077
Incentive fee 13,757 -- 17,305
---------- --------- ---------
Total Expenses 1,943,571 2,146,048 2,497,366
---------- --------- ---------
NET INCOME (LOSS) (1,674,974) 2,022,979 2,420,203
========== ========= =========
Net Income (Loss) Allocation:
Limited Partners (1,652,120) 1,934,545 2,350,669
General Partner (22,854) 88,434 69,534
Net Income (Loss) per Unit:
Limited Partners (105.82) 108.77 97.12
General Partner (105.82) 108.77 97.12
Statements of Changes in Partners' Capital
For the Years Ended December 31, 1999, 1998 and 1997
Units of
Partnership Limited General
Interest Partners Partner Total
----------- ---------- -------- ----------
$ $ $
Partners' Capital,
December 31, 1996 24,873.763 21,020,037 622,968 21,643,005
Net income -- 2,350,669 69,534 2,420,203
Redemptions (3,194.608) (3,094,413) -- (3,094,413)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 1997 21,679.155 20,276,293 692,502 20,968,795
Net income -- 1,934,545 88,434 2,022,979
Redemptions (4,033.062) (3,455,971) (548,560) (4,004,531)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 1998 17,646.093 18,754,867 232,376 18,987,243
Net loss -- (1,652,120) (22,854) (1,674,974)
Redemptions (2,344.035) (2,466,502) -- (2,466,502)
---------- ---------- -------- ----------
Partners' Capital, December 31,
1999 15,302.058 14,636,245 209,522 14,845,767
========== ========== ======== ==========
The accompanying notes are an integral part of these financial statements.
Dean Witter Global Perspective Portfolio L.P.
Statements of Cash Flows
For the Years
Ended
December 31,
-----------------------------------
1999 1998 1997
----------- ---------- ----------
$ $ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) (1,674,974) 2,022,979 2,420,203
Noncash item included in net income
(loss):
Net change in unrealized 823,956 (606,283) (128,325)
(Increase) decrease in operating assets:
Due from DWR 45,748 93,369 13,583
Interest receivable (DWR) 1,242 19,170 (1,552)
Net option premiums -- 53,391 55,788
Increase (decrease) in operating
liabilities:
Accrued management fees (9,948) (5,120) (2,313)
Accrued administrative expenses (2,505) 11,996 (19,045)
Accrued brokerage commissions (DWR) -- -- (91,914)
Accrued transaction fees
and costs -- -- (9,353)
----------- ---------- ----------
Net cash provided by (used for) operating
activities (816,481) 1,589,502 2,237,072
----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in redemptions
payable 172,201 (61,327) (248,939)
Redemptions of Units (2,466,502) (4,004,531) (3,094,413)
----------- ---------- ----------
Net cash used for financing activities (2,294,301) (4,065,858) (3,343,352)
----------- ---------- ----------
Net decrease in cash (3,110,782) (2,476,356) (1,106,280)
Balance at beginning of
period 17,208,838 19,685,194 20,791,474
----------- ---------- ----------
Balance at end of period 14,098,056 17,208,838 19,685,194
=========== ========== ==========
The accompanying notes are an integral part of these financial statements.
Dean Witter Global Perspective Portfolio L.P.
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Organization--Dean Witter Global Perspective Portfolio L.P. (the "Partnership")
is a limited partnership organized to engage primarily in the speculative trad-
ing of futures and forward contracts, options on futures contracts, physical
commodities and other commodity interests (collectively, "futures interests").
The general partner is Demeter Management Corporation ("Demeter"). The non-
clearing commodity broker is Dean Witter Reynolds Inc. ("DWR") and an unaffili-
ated clearing commodity broker, Carr Futures Inc. ("Carr"), provides clearing
and execution services. Both Demeter and DWR are wholly-owned subsidiaries of
Morgan Stanley Dean Witter & Co. ("MSDW").
On May 31, 1997, Morgan Stanley Group Inc. was merged with and into Dean Wit-
ter, Discover & Co. ("DWD"). At that time DWD changed its corporate name to
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"). Effective February 19,
1998, MSDWD changed its corporate name to Morgan Stanley Dean Witter & Co.
The trading advisors for the Partnership are ELM Financial, Inc. ("ELM"), EMC
Capital Management, Inc. ("EMC"), and Millburn Ridgefield Corporation
("Millburn"), (the "Trading Advisors").
Prior to February 28, 1997, Abacus Asset Management Inc. ("AAM") was also a
trading advisor in the Partnership. Effective March 1, 1997 AAM was removed as
a trading advisor to the Partnership and assets previously managed by AAM were
reallocated among the remaining trading advisors.
Demeter is required to maintain a 1% minimum interest in the equity of the
Partnership and income (losses) are shared by Demeter and the limited partners
based upon their proportional ownership interests.
Use of Estimates--The financial statements are prepared in accordance with gen-
erally accepted accounting principles, which require management to make esti-
mates and assumptions that affect the reported amounts in the financial state-
ments and related disclosures. Management believes that the estimates utilized
in the preparation of the financial statements are prudent and reasonable. Ac-
tual results could differ from those estimates.
Revenue Recognition--Futures interests are open commitments until settlement
date. They are valued at market on a daily basis and the resulting net change
in unrealized gains and losses reflected in the change in unrealized profit
(loss) on open contracts from one period to the next in the statements of oper-
ations. Monthly, DWR pays the Partnership interest income based upon
Dean Witter Global Perspective Portfolio L.P.
Notes to Financial Statements--(Continued)
80% of its average daily Net Assets for the month at a rate equal to the aver-
age yield on 13-week U.S. Treasury bills. For purposes of such interest pay-
ments, Net Assets do not include monies due the Partnership on futures inter-
ests, but not actually received.
Net Income (Loss) per Unit--Net income (loss) per unit of limited partnership
interest ("Unit(s)") is computed using the weighted average number of Units
outstanding during the period.
Equity in Futures Interests Trading Accounts--The Partnership's asset "Equity
in futures interests trading accounts," reflected in the statements of finan-
cial condition consists of (A) cash on deposit with DWR and Carr to be used as
margin for trading; (B) net unrealized gains or losses on open contracts, which
are valued at market, and calculated as the difference between original con-
tract value and market value, and (C) net option premiums, which represent the
net of all monies paid and/or received for such option premiums.
The Partnership, in the normal course of business, enters into various con-
tracts with Carr acting as its commodity broker. Pursuant to brokerage agree-
ments with Carr, to the extent that such trading results in unrealized gains or
losses, the amounts are offset and reported on a net basis on the Partnership's
statements of financial condition.
The Partnership has offset the fair value amounts recognized for forward con-
tracts executed with the same counterparty as allowable under terms of the mas-
ter netting agreement with Carr, the sole counterparty on such contracts. The
Partnership has consistently applied its right to offset.
Brokerage Commissions and Related Transaction Fees and Costs--The Partnership
accrues brokerage commissions on a half-turn basis at 80% of DWR's published
non-member rates. Transaction fees and costs are accrued on a half-turn basis.
Brokerage commissions and transaction fees combined are capped at 13/20 of 1%
per month (a maximum 7.8% annual rate) of Net Assets.
Operating Expenses--The Partnership bears all operating expenses related to its
trading activities, to a maximum of 1/4 of 1% annually of the Partnership's av-
erage month-end Net Assets. These include filing fees, clerical, administra-
tive, auditing, accounting, mailing, printing, and other incidental operating
expenses as permitted by the Limited Partnership Agreement. In addition, the
Partnership incurs a monthly management fee and may incur an incentive fee.
Demeter bears all other operating expenses.
Redemptions--Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per
Dean Witter Global Perspective Portfolio L.P.
Notes to Financial Statements--(Continued)
Unit as of the last day of any month upon five business days advance notice by
redemption form to Demeter.
Distributions--Distributions, other than redemptions of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date.
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 the Partnership's revenues
and expenses for income tax purposes.
Dissolution of the Partnership--The Partnership will terminate on December 31,
2025, or at an earlier date if certain conditions set forth in the Limited
Partnership Agreement occur.
2. Related Party Transactions
The Partnership pays brokerage commissions to DWR as described in Note 1. The
Partnership's cash is on deposit with DWR and Carr in futures interests trading
accounts to meet margin requirements as needed. DWR pays interest on these
funds as described in Note 1.
3. Trading Advisors
Compensation to ELM, EMC and Millburn consists of a management fee and an in-
centive fee as follows:
Management Fee--The Partnership pays a monthly management fee equal to 1/4 of
1% per month (a 3% annual rate) of the Partnership's adjusted Net Assets, as
defined in the Limited Partnership Agreement, as of the last day of each month.
Incentive Fee--The Partnership pays a quarterly incentive fee to each Trading
Advisor equal to 17.5% of trading profits experienced by the Net Assets allo-
cated to such Trading Advisor as of the end of each calendar quarter. Trading
profits represent the amount by which profits from futures, forward and options
trading exceed losses, after brokerage commissions, management fees, transac-
tion fees and costs and administrative expenses are deducted. If a Trading Ad-
visor has experienced trading losses with respect to its allocated Net Assets
at the time of any supplemental closing, the Trading Advisor must earn back
such losses plus a pro rata amount related to the funds allocated to the Trad-
ing Advisor at such supplemental closing to be eligible for an incentive fee.
Such incentive fee is accrued in each month in which trading profits occur. In
those months in which trading profits are negative, previous accruals, if any,
during the incentive period will be reduced. In those instances in which a lim-
ited partner redeems Units, the incentive fee (earned through a redemption
date) is paid to such Trading Advisor on those Units redeemed in the month of
such redemptions.
Dean Witter Global Perspective Portfolio L.P.
Notes to Financial Statements--(Continued)
4. Financial Instruments
The Partnership trades futures and forward contracts, options on futures con-
tracts, physical commodities and other commodity interests. Futures and for-
wards 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.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" effective for fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of SFAS No. 133," which defers the required implementation of
SFAS No. 133 until fiscal years beginning after June 15, 2000. However, the
Partnership had previously elected to adopt the provisions of SFAS No. 133
beginning with the fiscal year ended December 31, 1998. SFAS No. 133 supersedes
SFAS No. 119 and No. 105, which required the disclosure of average aggregate
fair values and contract/notional values, respectively, of derivative financial
instruments for an entity which carries its assets at fair value. The
application of SFAS No. 133 does not have a significant effect on the
Partnership's financial statements.
The net unrealized gains on open contracts are reported as a component of "Eq-
uity in futures interests trading accounts" on the statements of financial con-
dition and totaled $987,025 and $1,810,981 at December 31, 1999 and 1998, re-
spectively.
Of the $987,025 net unrealized gain on open contracts at December 31, 1999,
$957,815 related to exchange-traded
futures contracts and $29,210 related to off-exchange-traded forward currency
contracts.
Of the $1,810,981 net unrealized gain on open contracts at December 31, 1998,
$2,079,747 related to exchange-traded futures contracts and ($268,766) related
to off-exchange-traded forward currency contracts.
Exchange-traded futures contracts held by the Partnership at December 31, 1999
and 1998 mature through June 2000 and September 1999, respectively. Off-
exchange-traded forward currency contracts held by the Partnership at December
31, 1999 and 1998 mature through March 2000 and March 1999, respectively.
Dean Witter Global Perspective Portfolio L.P.
Notes to Financial Statements--(Continued)
The Partnership has credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnership is in-
volved is limited to the amounts reflected in the Partnership's statements of
financial condition.
The Partnership also has credit risk because DWR and Carr act as the futures
commission merchants or the counterparties, with respect to most of the Part-
nership's assets. Exchange-traded futures and futures-styled options contracts
are marked to market on a daily basis, with variations in value settled on a
daily basis. Each of DWR and Carr, as a futures commission merchant for all of
the Partnership's exchange-traded futures and futures-styled options contracts,
are required, pursuant to regulations of the Commodity Futures Trading Commis-
sion to segregate from their own assets, and for the sole benefit of their com-
modity customers, all funds held by them with respect to exchange-traded
futures and futures-styled option contracts including an amount equal to the
net unrealized gain on all open futures and futures-styled options contracts,
which funds, in the aggregate, totaled $15,055,871 and $19,288,585 at December
31, 1999 and 1998, respectively. With respect to the Partnership's off-ex-
change-traded forward currency and option contracts, there are no daily settle-
ments of variations in value nor is there any requirement that an amount equal
to the net unrealized gain on open forward and option contracts be segregated.
With respect to those off-exchange-traded forward currency contracts, the Part-
nership is at risk to the ability of Carr, the sole counterparty on all of such
contracts, to perform. The Partnership has a netting agreement with Carr. This
agreement, which seeks to reduce both the Partnership's and Carr's exposure on
off-exchange-traded forward currency contracts, should materially decrease the
Partnership's credit risk in the event of Carr's bankruptcy or insolvency.
Carr's parent, Credit Agricole Indosuez, has guaranteed to the Partnership pay-
ment of the net liquidating value of the Partnership's account with Carr (in-
cluding foreign currency contracts).
5. Legal Matters
The class actions first filed in 1996 in California and in New York State
courts were each dismissed in 1999. On September 6, 10, and 20, 1996, and on
March 13, 1997, purported class actions were filed in the Superior Court of the
State of California, County of Los Angeles, on behalf of all purchasers of in-
terests in limited partner- ship commodity pools sold by DWR. Named defendants
include DWR, Demeter, Dean Witter Futures & Currency Management Inc., MSDW,
certain limited partnership commodity pools of which Demeter is the general
partner (all such parties referred to hereafter as the "Mor-
Dean Witter Global Perspective Portfolio L.P.
Notes to Financial Statements--(Concluded)
gan Stanley Dean Witter Parties") 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 Califor-
nia 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 partnership commodity pools. The
complaints seek unspecified amounts of compensatory and punitive damages and
other relief. The court entered an order denying class certification on August
24, 1999. On September 24, 1999, the court entered an order dismissing the case
without prejudice on consent. 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 Morgan Stanley 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 misrepresentation in the sale and oper-
ation of the various limited partnership commodity pools. The complaints seek
unspecified amounts of compensatory and punitive damages and other relief. The
New York Supreme Court dismissed the New York action in November 1998, but
granted plaintiffs leave to file an amended complaint, which they did in early
December 1998. The defendants filed a motion to dismiss the amended complaint
with prejudice on February 1, 1999. By decision dated December 21, 1999, the
New York Supreme Court dismissed the case with prejudice.
In addition on December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dis-
missed without prejudice.
6. Subsequent Event
On March 3, 2000, the plaintiffs in the New York action referred to in Note 5
filed an appeal of the order dismissing the consolidated complaint.
MORGAN STANLEY DEAN WITTER & CO.
Two World Trade Center
62nd Floor
New York, NY 10048
Presorted
First Class Mail
U.S. Postage Paid
Brooklyn, NY
Permit No. 148