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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: December 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 33-50388
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
(Exact name of registrant as specified in its charter)
Delaware 06-1346879
- ------------------------ -----------------------------
(State or other juris- (I.R.S. Employer incorpor-
diction of organization) ation or Identification No.)
c/o MILLBURN RIDGEFIELD CORPORATION
600 Steamboat Road
Greenwich, Connecticut 06830
(Address of principal executive offices)
Registrant's telephone number,
including area code: (203) 625-7554
Securities registered pursuant None
to Section 12(b) of the Act:
Securities registered pursuant Limited Partnership Units
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 stock held by non-affiliates: the
registrant is a limited partnership and, accordingly, has no voting stock held
by non-affiliates or otherwise.
Documents Incoporated by Reference
None.
PART I
Item 1. Business
(a) General development of business
The Millburn Global Opportunity Fund L.P. (the "Partnership") is a
limited partnership organized July 9, 1992 pursuant to a Limited Partnership
Agreement (the "Limited Partnership Agreement"), under the Delaware Revised
Uniform Limited Partnership Act. Between October 30, 1992 and December 31,
1992 (the "Initial Offering"), units of limited partnership interest in the
Partnership (the "Units") were publicly offered. The proceeds of the Initial
Offering and interest thereon were held in escrow until January 7, 1993 at
which time an aggregate of $11,420,054 (11,420.054 Units) was turned over to
the Partnership and the Partnership commenced operations. Units continued to
be offered until May 30, 1993. The offering was registered under the
Securities Act of 1933, as amended. Smith Barney, Harris Upham & Co.
Incorporated acted as selling agent on a best efforts basis. A total of
11,420.054 Units were sold to the public during the initial public offering,
and an additional 28,881.766 Units were subsequently sold to the public.
The Partnership engages in speculative trading in futures, forward
contracts and related options, primarily in the currency and financial
instrument markets.
Millburn Ridgefield Corporation (the "General Partner"), a Delaware
corporation, is the general partner and the commodity trading advisor for the
Partnership. The General Partner invested $125,000 in the Partnership at the
outset of trading and subsequently contributed an additional $316,183. After
reflecting net income of $128,677 in 1996, net income of $179,937 in 1995, a
net loss of $2,417 in 1994 and net income of $55,006 and deductions for
organization and offering costs of $5,613 in 1993, this investment totaled
$796,833, $668,156, $488,219 and $490,636 as of December 31, 1996, 1995, 1994
and 1993, respectively.
Smith Barney, Harris Upham & Co. Incorporated, Morgan Stanley & Co.
Incorporated and AIG Trading Corp. (the "Currency Dealers") act as the primary
currency dealers and futures brokers for the Partnership. The Partnership
also executes currency and forward trades with other currency dealers and
futures brokers when their prices are advantageous to the Partnership. The
Partnership pays the currency dealers "bid asked" spreads on its forward
trades, as such spreads are incorporated into the pricing of forward
contracts. The General Partner monitors the Partnership's trades to ensure
that the prices it receives are competitive.
(b) Financial information about industry segments
The Partnership's business constitutes only one segment, speculative
trading of currency futures, forward contracts and related options. The
Partnership does not engage in sales of goods and services.
(c) Narrative description of business
The Partnership engages in the speculative trading of currency futures,
forward contracts and related options. The Partnership's sole trading advisor
is the General Partner. The General Partner trades the Partnership's assets
primarily in currency markets, trading primarily forward contracts in the
interbank market. Pursuant to the Limited Partnership Agreement, the General
Partner receives a flat-rate monthly brokerage fee equal to 0.6875 of 1% of
the Net Assets (an 8.25% annual rate), which is reduced to 0.52 of 1% of Net
Assets (a 6.25% annual rate) for Units issued to Limited Partners who invest
$1,000,000 or more in the Partnership. The General Partner also receives a
profit share equal to 17.5% of any new trading profit, determined as of the
end of each calendar quarter. The quarterly profit share is calculated after
deducting interest income and brokerage fees.
The Partnership's assets not deposited as margin will be 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 General Partner, and commodity brokers
or futures commission merchants, such as the Currency Dealers and the General
Partner, to be registered and to comply with various reporting and record
keeping requirements. The CFTC may suspend a commodity pool operator's or
trading advisor's registration if it finds that its trading practices tend to
disrupt orderly market conditions or in certain other situations. In the
event that the registration of the General Partner as a commodity pool operator
or a commodity trading advisor were terminated or suspended, the General
Partner would be unable to continue to manage the business of the Partnership.
Should the General Partner's registration be suspended, termination of the
Partnership might result.
As members of NFA, the General Partner and the Currency Dealers are
subject to NFA standards relating to fair trade practices, financial condition
and customer protection. As the self-regulatory body of the futures industry,
NFA promulgates rules governing the conduct of futures industry professionals
and disciplines those professionals which do not comply with such standards.
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net
short position which any person may hold or control in particular commodities.
The CFTC has adopted a rule requiring all domestic commodity exchanges to
submit for approval speculative position limits for all futures contracts
traded on such exchanges. Most exchanges also limit the changes in futures
contract prices that may occur during a single trading day. The Partnership,
however, primarily trades currency forward contracts which are not subject to
regulation by any United States Government agency.
(i) through (xii) - not applicable.
(xiii) the Partnership has no employees.
(d) Financial information about foreign and domestic operations and export
sales
The Partnership does not engage in material operations in foreign
countries (although it does trade in foreign currency forward contracts), nor
is a material portion of its revenues derived from foreign customers.
Item 2. Properties
The Partnership does not own or use any physical properties in the
conduct of their business. The General Partner or an affiliate perform all
administrative services for the Partnership from their offices.
Item 3. Legal Proceedings
The General Partner is not aware of any pending legal proceedings to
which either the Partnership is a party or to which any of their assets are
subject. In addition there are no pending material legal proceedings
involving the General Partner.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters
(a) Market Information. There is no trading market for the Units,
and none is likely to develop. Units may be redeemed upon 10 days' written
notice at their net asset value as of the last day of any month. In the event
that all Units for which redemption is requested cannot be redeemed as of any
redemption date, Units will be redeemed in the order that requests for
redemption have been received by the General Partner.
(b) Holders. As of December 31, 1996, there were 1,124 holders of
Units.
(c) Dividends. No distributions or dividends have been made on the
Units, and the General Partner has no present intention to make any.
Item 6. Selected Financial Data
The following is a summary of operations for fiscal year 1996, 1995,
1994 and 1993 and total assets of the Partnership at December 31, 1996, 1995,
1994, 1993 and 1992. The Partnership commenced trading operations on
January 7, 1993.
For the For the For the For the For the
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/96 12/31/95 12/31/94 12/31/93 12/31/92
Revenue:
Net realized and unrealized trading gain
(loss), net of brokerage commissions of
$1,699,690, $2,123,253, $2,661,651 and
$2,781,660 in 1996, 1995, 1994 and 1993,
respectively $ 1,072,015 $ 4,710,329 $(4,284,368) $ 1,199,877 --
Interest Income 1,041,439 1,526,442 1,173,269 1,103,670 --
-------------------------------------------------------------
2,113,454 6,236,771 (3,111,099) 2,303,547 --
Foreign exchange gain (loss) (69,231) 70,217 209,552 (68,558) --
-------------------------------------------------------------
Total income (loss) 2,044,223 6,306,988 (2,901,547) 2,234,989 --
Expenses:
Profit share 77,846 450,987 161 183,503 --
Administrative expenses 110,646 108,295 163,662 120,959 --
-------------------------------------------------------------
Total expenses 188,492 559,282 163,823 304,462 --
=============================================================
Net income (loss) $ 1,855,731 $ 5,747,706 $(3,065,370) $ 1,930,527 --
=============================================================
Total assets $20,512,740 $24,031,331 $25,949,603 $42,550,846 $ 452,000
Total limited partners' capital $19,148,852 $22,575,405 $24,474,595 $41,063,430 $ 1,000
Net asset value per Unit $ 1,312.41 $ 1,199.40 $ 967.24 $ 1,055.92 $ 1,000
Redemption value per Unit $ 1,312.41 $ 1,199.40 $ 967.24 $ 1,062.81 --
Increase (decrease) in net asset value per Unit $ 113.01 $ 232.16 $ (88.68) $ 55.92 --
Increase (decrease) in redemption value per Unit $ 113.01 $ 232.16 $ (95.57) $ 62.81 --
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Reference is made to "Item 6. Selected Financial Data" and "Item 8.
Financial Statements and Supplementary Data." The information contained
therein is essential to, and should be read in conjunction with, the following
analysis.
Capital Resources
The Partnership does not intend to raise any additional capital through
borrowing and, because it is a closed-end fund, it cannot sell any more Units
unless it undertakes a new public offering, which would require another
registration with the Securities and Exchange Commission. Due to the nature
of the Partnership's business, it will make no significant capital
expenditures, and substantially all its assets are and will be represented by
cash equivalents or deposits in money market funds, United States Treasury
securities, and investments in futures, forward contracts and related options.
The Partnership trades futures, options and forward contracts primarily
on currencies and secondarily on financial instruments. 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 measured by the face amount
of the positions acquired and the volatility of the markets traded. The credit
risk from counterparty non-performance associated with these instruments is the
net unrealized gain, if any, on these positions. The risks associated with
exchange-traded contracts are generally perceived to be less than those
associated with over-the-counter transactions, because exchanges typically
(but not universally) provide clearinghouse arrangements in which the
collective credit (in some cases limited in amount, in some cases not) of the
members of the exchange is pledged to support the financial integrity of the
exchange. In over-the-counter transactions, on the other hand, traders must
rely solely on the credit of their respective individual counterparties.
Margins which may be subject to loss in the event of a default, are generally
required in exchange trading, and counterparties may require margin in the
over-the-counter markets.
The General Partner has procedures in place to control market risk,
although there can be no assurance that they will, in fact, succeed in doing
so. These procedures primarily focus on (1) limiting trading to markets
which The General Partner believes are sufficiently liquid in respect of the
amount of trading contemplated; (2) diversifying positions among various
currencies and financial instruments; (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 Partnership controls
credit risk by dealing exclusively with large, well capitalized financial
institutions as brokers and counterparties.
Liquidity
The Partnership's assets are either held in cash or are invested by the
General Partner in United States Treasury bills or "customer segregated funds
accounts." To the extent deposited as margin with currency dealers or futures
brokers, the Partnership's assets are subject to the General Partner's ability
to close out its currency futures or forward contracts positions.
Most of the Partnership's positions are in currency forward contracts.
Forward contracts are not traded on a commodity exchange. The Partnership
could be prevented from promptly liquidating unfavorable positions, thereby
subjecting the Partnership to substantial losses which could exceed the margin
initially committed to such trades. In addition, the Partnership may not be
able to execute forward contract trades at favorable prices if little trading
in the contracts it holds is taking place. Other than these limitations on
liquidity, which are inherent in the Partnership's currency trading operations,
the Partnership's assets are highly liquid and are expected to remain so.
Generally, forward contracts can be offset at the discretion of the General
Partner. However, if the market is not liquid, it could prevent the timely
closeout of an unfavorable position until the delivery date, regardless of the
changes in their value or the General Partner's investment strategies.
Results of Operations
As trading operations commenced in January 1993, no operating profits
or losses were recognized for the fiscal year ended December 31, 1992.
Operating results show a profit for the fiscal years ended December 31, 1996
and 1995, a loss for the fiscal year ended December 31, 1994 and a profit for
the fiscal year ended December 31, 1993.
Total Partnership capital as of December 31, 1996, 1995, 1994 and 1993
equalled $19,945,685, $23,243,561, $24,962,814 and $41,554,066, respectively.
The net asset value per Unit as of December 31, 1996 was $1,312.41, an increase
in value for fiscal year 1996 of 9.4%; the net asset value per Unit as of
December 31, 1995 was $1,199.40, an increase in value for fiscal year 1995 of
24.0%; the net asset value per Unit as of December 31, 1994 was $967.24, a
decrease in value for fiscal year 1994 of 8.4%; the net asset value per Unit
as of December 31, 1993 was $1,055.92, an increase in value for fiscal year
1993 of 5.6%.
Over half of the Partnership's profits in fiscal year 1996 resulted
from its currency and financial instrument trading. Such trading showed a
profit as gross trading gains of $2,771,705 exceeded brokerage fees of
$1,699,690 for a net trading gain of $1,072,015. The Partnership also accrued
or earned interest income of $1,041,439 and lost $69,231 on foreign exchange.
A substantial majority of the Partnership's profits in fiscal year 1995
resulted from its currency and financial instrument trading. Such trading
showed a profit as gross trading gains of $6,833,582 exceeded brokerage fees
of $2,123,253 for a net trading gain of $4,710,329. The Partnership also
accrued or earned interest income of $1,526,442 and gained $70,217 on foreign
exchange. The Partnership's losses in 1994 resulted from its currency
and financial instrument trading. Gross trading losses of $1,622,717 combined
with brokerage fees of $2,661,651 for a net trading loss of $4,284,368. These
losses were partially offset by interest income of $1,173,269 and foreign
exchange gain of $209,552. A majority of the Partnership's profits in fiscal
year 1993 resulted from the Partnership's currency and financial instrument
trading. Such trading showed a profit as gross trading gains of $3,981,537
exceeded brokerage fees of $2,781,660 for a net trading gain of $1,199,877.
The Partnership also accrued or earned interest income of $1,103,670, and
incurred a foreign exchange loss of $68,558.
During Fiscal Year 1996, the Partnership traded profitably. January
produced gains in all sectors, with significant advances in currency trading
resulting from the strengthening of the dollar. Most of the January gain was
lost in February due to trend reversals and increased volatility. Losses were
registered in 33 of the 41 markets traded in the fund. Losing performance in
this many markets at the same time is a very unusual event. Small losses in
the currency, cross currency, interest rate, stock index and metals sectors
resulted in a down month in March. April was profitable due to gains in the
currency sector, resulting from a strong dollar versus European currencies.
In May, losses in the interest rate and stock index sectors outweighed gains
in the currency and metal sectors. June and July reported modest profits
resulting from small gains in the currency and metals sectors which were
offset by losses in the stock index markets. In August, gains in the interest
rate sector due to falling rates in Japan and Australia could not offset
losses in the currency and stock index sectors. The following four months,
September through December, produced profits in each month due to the
continued drop in international interest rates and continued trends in the
currency markets.
During fiscal year 1995, the Partnership traded profitably. Interest
rate futures and currency trading were profitable and stock index futures
trading marginally so. Trading in the yen/U.S. dollar exchange rate was
profitable, and profits were also made trading the dollar against a number
of European currencies, especially the German mark. Cross rate trading was
positive in 1995. The mark/lire, mark/yen and yen/Canadian dollar currency
prices contributed to gains in this area. Trading in the British pound,
Spanish peseta and ECU produced negative results. Metals trading produced
slightly negative results. During the first quarter, gains were made in both
short dollar positions and long interest rate positions. In the second
quarter, long interest rate positions profits more than offset losses produced
by long dollar positions as the dollar turned downward. During the second
half of 1995, no appreciable profits or losses were produced overall as losses
in certain market sectors were countered by gains elsewhere.
During fiscal 1994, the Partnership incurred losses at the outset of
the year in the interest rate sector as rates increased and in currency
trading as the uptrend in the U.S. Dollar reversed. Trading on increasing
interest rates and a declining U.S. Dollar led to profits for the Partnership
in subsequent months, as did trades in the stock index futures markets. The
beginning of the second quarter saw the Partnership suffer smaller losses on
a reversal of the U.S. Dollar's decline which was swiftly followed by another
downturn in that currency, in addition to unprofitable trades in gold. The
Partnership showed mid-year gains in the currency, cross-rate and interest
rate markets. Such gains were followed by losses in the same markets at the
outset of the third quarter due in part to a rally in the U.S. Dollar and
declining interest rates; some gains were won back at the end of the third
quarter as the Partnership traded profitably in the currency markets on the
U.S. Dollar's continued decline and in the interest rate and stock index
futures markets. The Partnership achieved small gains and losses in the
fourth quarter.
During fiscal 1993, the Partnership suffered small losses in its
initial month of trading resulting from a rally of foreign currencies against
the U.S. dollar. Strong trading gains due primarily to declining worldwide
interest rates and a strong Japanese Yen were partially offset by later losses
on retracements in the interest rate sector. Non-dollar cross rate trading
was generally profitable as were precious metal positions. A mid-year
reversal of the uptrends in the U.S. dollar against European currencies and
gold prices resulted in losses for the Partnership. Consistent profits in
the interest rate sector and stock index futures were realized in the final
four months of the year, while late-year currency trading versus the U.S.
dollar contributed to the overall profitability of the Partnership.
Inflation is not a significant factor in the Partnership's
profitability, except to the extent the inflation may affect forward contract
prices.
Item 8. Financial Statements and Supplementary Data
Financial statements required by this item are included as Exhibit
13.01 to this report.
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
The Partnership has no directors or executive officers. The
Partnership is controlled and managed by the General Partner. There are no
"significant employees" of the Partnership.
Millburn Ridgefield Corporation, the General Partner, is a Delaware
corporation organized in May 1982 to manage discretionary accounts in futures
and forward markets. It is the corporate successor to a futures trading and
advisory organization which has been continuously managing assets in the
currency and futures markets using quantitative, systematic techniques since
1971.
The principals and senior officers of Millburn Ridgefield Corporation
as of December 31, 1996 are as follows:
Harvey Beker, age 43. 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 52. 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 Conduct Committee and a former member of the Nominating Committee
of the NFA, a member of the Board of Directors and Executive Committee of the
Managed Futures Association, a member of the Financial Products Advisory
Committee of the CFTC and a former member of the Board of Directors of the
Futures Industry Association.
Mark B. Fitzsimmons, age 49. 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 39. 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 45. 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 45. 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 participated
in various projects relating to database management. He joined Millburn
Ridgefield in 1975.
Malcolm H. Wiener, age 61. 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.
Item 11. Executive Compensation
The Partnership has no directors or officers. None of the directors
or officers of the General Partner receive "other compensation" from the
Partnership. The General Partner makes all trading decisions on behalf of
the Partnership. The General Partner receives monthly brokerage commissions
of 0.6875 of 1% of the Net Assets (which is reduced to 0.52 of 1% of Net
Assets for Limited Partners who invest more than $1 million in the Partnership)
and a quarterly profit share of 17.5% of any new trading profit.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security ownership of certain beneficial owners
The Partnership knows of no person who owns beneficially more than 5%
of the Units. All of the Partnership's general partnership interest is held
by the General Partner.
(b) Security ownership of management
Under the terms of the Limited Partnership Agreement, the Partnership's
affairs are managed by the General Partner, which has discretionary authority
over the Partnership's trading. The General Partner's general partnership
interest was valued at $796,833 as of December 31, 1996, 4.0% of the
Partnership's total equity, the equivalent of 607.15 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
Partnership allocated to the General Partner $1,699,690, $2,123,253,
$2,661,651 and $2,781,660 in brokerage fees and $77,846, $450,987, $161 and
$183,503 in profit share for fiscal years 1996, 1995, 1994 and 1993,
respectively. The General Partner's general partnership interest showed an
allocation of gain (loss) of $128,677, $179,937, $(2,417) and $55,066
in years fiscal 1996, 1995, 1994 and 1993, respectively.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
The following financial statements are included with the 1996 Report of
Independent Accountants, a copy of which is filed herewith as Exhibit 13.01.
Page
Report of Independent Accountants............................. F-1
Statements of Financial Condition as of
December 31, 1996 and 1995.................................... F-2
Statements of Operations for the years ended
December 31, 1996, 1995 and 1996.............................. F-3
Statements of Changes in Partners' Capital for
the years ended December 31, 1996, 1995, and 1994............. F-4
Notes to Financial Statements................................. F-5
(a)(2) Financial Statement Schedules
All Schedules are omitted for the reason that they are not required,
are not applicable, because equivalent information has been included in the
financial statements or the notes thereto.
(a)(3) Exhibits as required by Item 601 of Regulation S-K
Designation Description
1.01 .......... Form of Selling Agreement among the Partnership,
the General Partner and the Selling Agent.
3.01 .......... Limited Partnership Agreement of the Partnership
(included as Exhibit A to the Prospectus).
3.02 .......... Certificate of Limited Partnership of the Partnership.
3.03 .......... Amended and Restated Limited Partnership Agreement
(included as Exhibit A to the Prospectus).
10.01 ......... Form of Subscription Agreement and Power of Attorney.
10.02 ......... Form of Customer Agreement and Forward Dealer Agreement
among the Partnership, the General Partner and the
Selling Agent.
10.03 ......... Form of Customer Agreement and Forward Dealer Agreement
among the Partnership, the General Partner and
Morgan Stanley & Co. Incorporated
10.04 ......... Form of Customer Agreement and Forward Dealer Agreement
among the Partnership, the General Partner and
AIG Trading Corp.
10.05 ......... Escrow Agreement between the Partnership and
Chemical Bank, N.A.
The above exhibits are incorporated herein by reference from Amendment
No. 1 to the Registration Statement (File No. 33-50388) filed on October 30,
1992 on Form S-1 under the Securities Act of 1933.
13.01 ......... 1996 Report of Independent Accountants (filed herewith).
27.01 ......... Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Partnership during the quarter
ended December 31, 1996.
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, 1997.
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
By: Millburn Ridgefield Corporation,
General Partner
By /s/ Harvey Beker
Harvey Beker
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
General Partner of the Registrant in the capacities and on the date indicated.
Signature Title with General Partner Date
Chairman and Director March __, 1997
Malcolm H. Wiener
/s/ Harvey Beker President, Co-Chief March 27, 1997
Harvey Beker Executive Officer and Director
(Principal Officer) Financial and Accounting
/s/ George E. Crapple Vice-Chairman, Co-Chief March 27, 1997
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 General Partner of
March 27, 1997 Registrant
By /s/ Harvey Beker
Harvey Beker
President
Exhibit 13.01
Report of Independent Accountants
To the Partners of
The Millburn Global Opportunity Fund L.P.:
We have audited the accompanying statements of financial condition of the
MILLBURN GLOBAL OPPORTUNITY FUND L.P. (a limited partnership) as of
December 31, 1996 and 1995, and the related statements of operations and
changes in partners' capital for the years ended December 31, 1996, 1995
and 1994. These financial statements are the responsibility of management
of the General Partner. 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 audits 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 Global
Opportunity Fund L.P. as of December 31, 1996 and 1995, and the results of
its operations for the years ended December 31, 1996, 1995 and 1994, in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
New York, New York
February 7, 1997
F-1
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
Statements of Financial Condition
As of December 31, 1996 and 1995
ASSETS:
1996 1995
Equity in trading accounts:
Investments in U.S. Treasury bills - at value
(amortized cost $4,953,056 at December 31,1996
and $5,961,936 at December 31, 1995) (Note 2) $ 4,953,056 $ 5,961,936
Options owned, at market value (cost $328,683
at December 31, 1996 and $213,932
at December 31, 1995) 468,434 288,631
Net unrealized appreciation on open contracts 944,195 327,154
Cash 1,045,256 1,784,642
--------------------------
7,410,941 8,362,363
Investments in U.S. Treasury bills - at value
(amortized cost $12,528,357 at December 31,
1996 and $11,732,846 at December 31, 1995) 12,528,357 11,732,846
Money market fund 573,442 3,936,122
--------------------------
Total assets $ 20,512,740 $ 24,031,331
==========================
LIABILITIES and PARTNERS' CAPITAL:
Due to managing owner $ 70,144 $ --
Accounts payable and accrued expenses 55,392 54,404
Redemptions payable to limited partners (Note 8) 331,137 591,384
Accrued brokerage commissions 110,382 141,982
--------------------------
Total liabilities 567,055 787,770
--------------------------
Partners' capital (Notes 4, 8 and 9):
General Partner 796,833 668,156
Limited Partners, 14, 590.625 and
18,822.326 Limited Partnership Units
outstanding in 1996 and 1995, respectively 19,148,852 22,575,405
--------------------------
Total partners' capital 19,945,685 23,243,561
--------------------------
Total liabilities and partners' capital $ 20,512,740 $ 24,031,331
==========================
See accompanying notes to financial statements.
F-2
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
Statements of Operations
For the years ended December 31, 1996, 1995 and 1994
1996 1995 1994
Income (loss) (Note 1):
Net gains (losses) on trading of futures,
forwards and option contracts:
Realized gains:
Futures and forwards $ 1,648,557 $ 5,956,183 $ 1,453,965
Options 441,055 350,018 966,308
-------------------------------------
2,089,612 6,306,201 2,420,273
Change in unrealized appreciation
(depreciation):
Futures and forwards 617,041 340,026 (3,833,484)
Options 65,052 187,355 (209,506)
-------------------------------------
682,093 527,381 (4,042,990)
-------------------------------------
2,771,705 6,833,582 (1,622,717)
Less, Brokerage fees (Note 4) 1,699,690 2,123,253 2,661,651
-------------------------------------
Net realized and unrealized gains
(losses) on trading of futures,
forward and option contracts: 1,072,015 4,710,329 (4,284,368)
Interest income 1,041,439 1,526,442 1,173,269
Foreign exchange gain (loss)
on cash collateral (69,231) 70,217 209,552
-------------------------------------
Total income (loss) 2,044,223 6,306,988 (2,901,547)
-------------------------------------
Expenses (Note 1):
Profit share (Note 4) 77,846 450,987 161
Administrative expenses 110,646 108,295 163,662
-------------------------------------
188,492 559,282 163,823
-------------------------------------
Net income (loss) $ 1,855,731 $ 5,747,706 $(3,065,370)
=====================================
Net income (loss) per Limited
Partnership Unit (Note 9) $ 113.01 $ 232.16 $ (88.68)
=====================================
See accompanying notes to financial statements.
F-3
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
Statements of Changes in Partner's Capital
For the years ended December 31, 1996, 1995 and 1994
Limited General
Partners Partner Total
Partners' capital at December 31, 1993 $41,063,430 $ 490,636 $41,554,066
Net loss (3,062,953) (2,417) (3,065,370)
Redemptions (13,622.576
Limited Partnership Units) (13,525,882) -- (13,525,882)
Limited Partnership Units
(37.424) allocated (Note 4) -- -- --
-------------------------------------
Partners' capital at December 31, 1994 24,474,595 488,219 24,962,814
Net income 5,567,769 179,937 5,747,706
Redemptions (6,481.194
Limited Partnership Units) (7,466,959) -- (7,466,959)
-------------------------------------
Partners' capital at December 31, 1995 22,575,405 668,156 23,243,561
Net income 1,727,054 128,677 1,855,731
Redemptions (4,231.701
Limited Partnership Units) (5,153,607) -- (5,153,607)
-------------------------------------
Partners' capital at December 31, 1996 $19,148,852 $ 796,833 $19,945,685
=====================================
See accompanying notes to financial statements.
F-4
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
Notes to Financial Statements
1. Partnership Organization
Millburn Global Opportunity Fund L.P. (the "Partnership") was organized
under the Delaware Revised Uniform Limited Partnership Act on July 9,
1992. The Partnership is engaged in speculative trading primarily in
currency forward and future contracts and related options and secondarily
in financial futures. The instruments that are traded by the Partnership
are volatile and involve a high degree of risk.
The General Partner has agreed to make additional capital contributions
as General Partner so that its capital contributions to the Partnership
will equal at least 1% of the total contributions to the Partnership.
There are 50,000 Limited Partnership Units ("Units") authorized.
The General Partner and each limited partner share in the profits and
losses of the Partnership, except for brokerage fees and profit-sharing
allocation, on the basis of their proportionate interests of Partnership
capital determined before brokerage fees and profit share (see Note 4),
except that no limited partner shall be liable for obligations of the
Partnership in excess of his initial capital contribution and profits,
if any, net of distributions.
2. Accounting Policies
a. Investments
Open options, future and forward contracts are valued at market
value. Realized gain (loss) and changes in unrealized values on
futures, forward and option contracts are recognized in the periods
in which the contracts are closed or the changes occur, and are
included in net gains (losses) on trading of futures, forward and
option contracts.
Investments in U.S. Treasury Bills are valued at the lower of cost
plus amortized discount or market which closely approximates fair
value. 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 at year end.
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 partner is individually
liable for the taxes, if any, on his share of the Partnership's
income and expenses.
Continued
F-5
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.
3. Organization and Offering Costs
Organization and offering costs incurred were $487,741. The General
Partner paid for all such costs subject to reimbursement from the
Partnership in 18 equal monthly installments beginning in May 1993.
Such costs were deducted from partnership capital upon commencement of
trading, and reduce the redemption value per Unit to the extent that the
reimbursement payments have been made to the General Partner. The
General Partner also pays from its own funds, selling commissions on
all sales of Units.
4. Limited Partnership Agreement
The Limited Partnership Agreement provides that the General Partner shall
control, conduct and manage the business of the Partnership, and may make
all trading decisions for the Partnership.
The Partnership will pay the General Partner brokerage fees equal to
0.6875 of 1% (an 8.25% annual rate) of month-end Net Assets, as defined
in the Limited Partnership Agreement, except those equal to the General
Partner's partnership interest. In the case of persons investing
$1,000,000 or more in the Partnership, these brokerage fees will be
reduced to 0.5208 of 1% (a 6.25% annual rate) of month-end Net Assets.
To maintain a uniform net asset value per Unit for all limited partners
additional Units are allocated to such persons.
The Partnership will deduct from each limited partner's capital account
and add to the General Partner's capital account 17.5% of any New Trading
Profit, as defined in the Limited Partnership Agreement, as of the end of
each calendar quarter, based on the performance of the Partnership.
The Partnership pays all routine legal, accounting, administrative,
printing and similar costs associated with its operation, excluding any
indirect expenses of the General Partner.
The Partnership will terminate on December 31, 2022 or if its Net Assets
decline to less than $250,000 or upon the occurrence of certain other
events as defined in the Limited Partnership Agreement.
5. Trading Activities
All of the derivatives, owned by the Partnership, including options,
futures and forwards, are held for trading purposes. The results of the
Partnership's trading activity are shown in the statement of income. The
fair value of the derivative financial instruments, at December 31, 1996
Continued
F-6
and 1995 was $1,083,946 and ($621,521), respectively, and the average
fair value during the years then ended calculated on a monthly basis,
approximated $1,338,744 and $1,314,000, respectively.
The Partnership conducts its trading activities with Smith Barney, Inc.
acting either as a broker or counterparty to various transactions. At
December 31, 1996 and 1995, the cash and treasury bills, aggregating
$5,998,312 and $7,746,578, respectively, included in the Partnership's
equity trading accounts are held by Smith Barney, Inc. in segregated
accounts as required by U.S. Commodity Future Trading Commissions
regulations.
6. Derivative Instruments
The Partnership is party to financial instruments in the normal course of
its business. These instruments include forwards, futures and options,
whose value is based upon an underlying asset, index, or reference rate,
and generally represent future commitments to exchange currencies or cash
flows, or to purchase or sell other financial instruments at specific
terms at specific future dates. These instruments may be traded on an
exchange or over-the-counter. Exchange traded instruments are standard-
ized and include futures and certain options. Each of these instruments
is subject to various risks similar to those related to the underlying
instruments including market and credit risk.
Market risk is the potential changes in the value of the financial
instruments traded by the Partnership due to market changes, including
interest and foreign exchange rate movements and fluctuations in commod-
ity or security prices. Market risk is directly impacted by the volatil-
ity and liquidity in the markets in which the related underlying assets
are traded.
Credit risk is the possibility that a loss may occur due to the failure
of a counterparty to perform according to the terms of a contract.
Credit risk is normally reduced to the extent that an exchange or
clearing organization acts as a counterparty to futures or options
transactions, since typically the collective credit of the members of the
exchange is pledged to support the financial integrity of the exchange.
In the case of over-the-counter transactions, the Partnership must rely
solely on the credit of the individual counterparties. The Partnership's
risk of loss in the event of counterparty default is typically limited to
the amounts recognized in the statement of financial condition, not to
the contract or notional amounts of the instruments.
Continued
F-7
7. Open Derivative Instruments (Contracts) at December 31, 1996
Notional or Contractual
Amount of Commitments
to Purchase to Sell
Financial instruments $ 60,978,000 $ 32,712,000
Stock indices 28,071,000 2,944,000
Currencies* 16,336,000 46,403,000
Metals 1,878,000 4,611,000
----------------------------
$ 107,263,000 $ 86,670,000
* 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.
The notional or contractual amounts of these derivative instruments,
while not recorded in the financial statements, reflect the extent of
the Partnership's involvement in these instruments. All of these
instruments mature within 90 days of the balance sheet date.
Notional or Contractual
Amounts of Commitments Unrealized Gain (Loss)
to Purchase to Sell Gross Net
Exchange traded $ 91,287,000 $ 40,267,000 $ 1,002,133 $ 946,073
Non-exchange traded 15,976,000 46,403,000 $ 749,616 $ 137,873
----------------------------------------------------
$107,263,000 $ 86,670,000 $ 1,751,749 $ 1,083,946
8. Redemptions
Units may be redeemed, at the option of any Limited Partner, as of the
close of business on the last day of any month on ten days' prior notice
to the General Partner; provided that no Units may be redeemed prior to
the end of the third full calendar month after the sale of such Units.
Units are redeemed at New Asset Value adjusted for organizational and
offering costs payable to the General Partner (Note 3). Redemptions are
subject to early redemption charges of 4% and 3%, respectively, during
the first two successive six-month periods following the sale of such
Units and 1% during the subsequent twelve months. There were no such
charges in 1996. Such charges, amounting to $18,677 and $142,082 for
1995 and 1994, respectively, were paid to the General Partner.
Continued
F-8
9. Net Asset Value per Unit
Changes in net asset value per Unit during the years ended December 31,
1996, 1995 and 1994 were as follows:
1996 1995 1994
Net realized and unrealized gains
(losses) on currency contracts $ 65.28 $ 186.20 $ (124.10)
Interest income 63.42 67.55 35.78
Foreign exchange gain (loss) (4.22) 1.95 5.60
Profit share expense (4.73) (18.74)
Administrative expenses (6.74) (4.80) (5.96)
----------------------------------
Increase (decrease) for the year 113.01 232.16 (88.68)
Net asset value, beginning of year $ 1,199.40 $ 967.24 $ 1,055.92
----------------------------------
Net asset value, end of year $ 1,312.41 $ 1,199.40 $ 967.24
==================================
Redemption value per Unit $ 1,312.41 $ 1,199.40 $ 967.24
==================================
F-9
Exhibit 27.01
FINANCIAL DATA SCHEDULE
THE MILLBURN GLOBAL OPPORTUNITY FUND L.P.
JANUARY 1, 1996 - DECEMBER 31, 1996
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL CONDITION, STATEMENTS OF OPERATIONS AND STATEMENTS OF
CHANGES IN PARTNERS' CAPITAL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
Item Description Dollar Amount
Cash and cash items.......................................... 1,618,698
Marketable securities........................................ 17,481,413
Notes and accounts receivable-trade.......................... 0
Allowances for doubtful accounts............................. 0
Inventory.................................................... 0
Total current assets......................................... 20,512,740
Property, plant and equipment................................ 0
Accumulated depreciation..................................... 0
Total assets................................................. 20,512,740
Total current liabilities.................................... 567,055
Bonds, mortgages and similar debt............................ 0
Preferred stock -- mandatory redemption...................... 0
Preferred stock -- no mandatory redemption................... 0
Common stock................................................. 0
Other stockholders' equity................................... 19,945,685
Total liabilities and stockholders' equity................... 20,512,740
Net sales of tangible products............................... 0
Total revenues............................................... 3,743,913
Cost of tangible goods sold.................................. 0
Total costs and expenses applicable to sales and revenues.... 1,768,921
Other costs and expenses..................................... 188,492
Provision for doubtful accounts and notes.................... 0
Interest and amortization of debt discount................... 0
Income before taxes and other items.......................... 1,855,731
Income tax expense........................................... 0
Income/loss continuing operations............................ 0
Discontinued operations...................................... 0
Extraordinary items.......................................... 0
Cumulative effect - changes in accounting principles......... 0
Net income or loss........................................... 1,855,731
Earnings per share - primary................................. 113.01
Earnings per share - fully diluted........................... 113.01
FDS-1