PRUDENTIAL BACHE WATSON & TAYLOR LTD 2 - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended September 30, 2002

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _______________________ to ______________________

Commission file number: 0-13518

PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Texas 75-1933081
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

One Seaport Plaza, New York, N.Y. 10292-0128
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 214-3500

N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

Indicate by check CK 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 _CK_ No __

Indicate by check CK whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes __ No _CK_

Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2
(a limited partnership)

STATEMENTS OF NET ASSETS
(in process of liquidation)
(Unaudited)

STATEMENT OF CHANGES IN NET ASSETS
(in process of liquidation)
(Unaudited)

2

PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2
(a limited partnership)

NOTES TO FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)

A. General

These financial statements have been prepared without audit. In the opinion
of Prudential-Bache Properties, Inc. ('Managing General Partner') ('PBP'), the
statements of net assets as of September 30, 2002 and December 31, 2001 contain
all adjustments necessary to state fairly such information in accordance with
the liquidation basis of accounting. Prudential-Bache/Watson & Taylor, Ltd.-2
(the 'Partnership') first adopted the liquidation basis of accounting as of
October 1, 1996. Accordingly, the net assets of the Partnership are stated at
liquidation value, i.e., the assets have been valued at their estimated fair
values, net of selling expenses, and the liabilities include estimated amounts
to be incurred through the date of liquidation of the Partnership, which is in
conformity with accounting principles generally accepted in the United States.
Due to the nature of the Hampton Park environmental issue (see further
discussion below), the date of liquidation is uncertain; however, the
Partnership has utilized a June 30, 2003 date for purposes of estimating costs
through the conclusion of liquidation reflecting the Managing General Partner's
best estimate. The actual remaining net proceeds from liquidation will depend
upon a variety of factors and are likely to differ from the estimated amounts
reflected in the accompanying financial statements.

Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been omitted. It is suggested that these
financial statements be read in conjunction with the audited financial
statements and notes thereto included in the Partnership's Annual Report on Form
10-K filed with the Securities and Exchange Commission for the year ended
December 31, 2001.

B. Partnership Liquidation

In accordance with a consent statement dated September 17, 1996, the limited
partners approved, during October 1996, the proposed sale of all eight
miniwarehouse facilities owned by the Partnership to Public Storage, Inc.
('Public') and the liquidation and dissolution of the Partnership.

Seven of the eight properties were sold to Public during December 1996. The
Partnership continues to own the Hampton Park property located in Capitol
Heights, Maryland as it was not sold to Public after Phase I and Phase II
Environmental Site Assessments performed during 1996 by Law Engineering and
Environmental Services, Inc. ('LAW') identified detectable levels of
tetrachloroethene ('PCE') in the soil and ground water samples collected at the
site. LAW, at the Partnership's request, reported the PCE release to the
Maryland Department of the Environment ('MDE').

On November 21, 2000, MDE reached a determination that it was appropriate to
undertake an active remedial measure at the site. LAW, at the request of the
Partnership, submitted an application to enter the site into MDE's Voluntary
Cleanup Program ('VCP') during March 2001. During a meeting on May 16, 2001
between the Partnership, LAW and MDE, to discuss MDE's comments on the
Partnership's application, it was determined that the Partnership would perform
a non-invasive Phase I Environmental Site Assessment Update ('Phase I
Activities') and would subsequently, upon review and agreement with MDE, move to
perform certain Phase II invasive sampling and analytical procedures ('Phase II
Activities') with the anticipation of entering the site into the VCP. During the
first quarter of 2002, MDE notified the Partnership that its responses to all
previous comments on Phase I Activities have been resolved. Additionally, LAW is
in the process of performing Phase II Activities (under a work plan that MDE
reviewed). Once the site is formally entered into the VCP, MDE will provide
direction regarding future monitoring, assessment or remediation activities at
the site that may be required of the Partnership or a prospective buyer. As a
result of the Partnership's experience in working with MDE on the environmental
issue, the Partnership changed the estimated date of liquidation to June 30,
2003. As of September 30, 2002, the Statement of Net Assets reflects an accrued
liability of $500,000 which represents the Partnership's best estimate of the
obligation regarding the environmental issues mentioned above. The amount
includes costs associated with an active remediation program over a five-year
period. It is reasonably possible that the loss exposure will be in excess of
the amount accrued and will be material to the Partnership and may possibly
change in the near

3

future. However, it is uncertain at this time what will ultimately be required
to resolve the environmental issue at the property.

The General Partners intend to offer the Hampton Park property to a select
group of potential buyers which specialize in the purchase of contaminated
properties, albeit at a discount. It is the intention of the Partnership to
obtain from any potential buyer as complete an indemnification as possible for
any liability in connection with remediation of the contamination of the
property. Due to the environmental problem and MDE oversight, it is uncertain
when any such sale could be consummated. The Partnership's liquidation and
dissolution will proceed upon the sale of the Hampton Park property.

Net assets in liquidation increased $153,000 and $82,000 during the nine and
three months ended September 30, 2002, respectively. These increases resulted
from income from operations of the Hampton Park property, and to a lesser
extent, interest income. The year-to-date increase was partially offset by an
additional accrual of $116,000 made during the quarter ended June 30, 2002 which
was recorded within estimated liquidation costs. This additional accrual
reflected a change in the date utilized for estimating liquidation costs from
December 31, 2002 to June 30, 2003 and accrued an additional $32,000 for costs
of Phase II procedures to be performed (see discussion above).

C. Related Parties

PBP and its affiliates perform services for the Partnership which include,
but are not limited to: accounting and financial management, transfer and
assignment functions, asset management, investor communications, printing and
other administrative services. PBP and its affiliates receive reimbursements for
costs incurred in connection with these services, the amount of which is limited
by the provisions of the Partnership Agreement.

Affiliates of Messrs. Watson and Taylor, the individual General Partners,
also perform certain administrative and monitoring functions on behalf of the
Partnership for which they receive cost reimbursement.

Additionally, Watson & Taylor Management, Inc., an affiliate of the
individual General Partners and the Partnership's property manager, receives
4.5% of the property's gross revenues (as defined in the management agreement)
as a management fee. Such management fees totalled $20,000 for both the nine
months ended September 30, 2002 and 2001, respectively, and totalled $6,000 and
$7,000 for the three months then ended, respectively.

In conjunction with the liquidation basis of accounting, the Partnership has
recorded an accrual as of September 30, 2002 and December 31, 2001 for the
estimated costs expected to be incurred to liquidate the Partnership. Included
in these estimated liquidation costs is $146,000 and $155,000 as of September
30, 2002 and December 31, 2001, respectively, expected to be payable to the
General Partners and their affiliates during the anticipated remaining
liquidation periods. See Notes A and B for a further discussion regarding the
Partnership's estimated liquidation costs. The actual charges to be incurred by
the Partnership will depend primarily upon the length of time required to
liquidate the Partnership's remaining net assets, and may differ from the
amounts accrued as of September 30, 2002.

PBP and the two individual General Partners of the Partnership own 258, 130
and 130 equivalent limited partnership units, respectively. PBP receives funds
from the Partnership, such as General Partner distributions and reimbursement of
expenses, but has waived all of its rights resulting from its ownership of
equivalent limited partnership units. Accordingly, the 258 units owned by PBP
are not part of the 51,560 limited and equivalent units which receive
distributions and allocations of the Partnership's profits and losses.

Prudential Securities Incorporated ('PSI'), an affiliate of PBP, owns 180
limited partnership units at September 30, 2002. PSI is an indirect wholly-owned
subsidiary of Prudential Financial, Inc.

4

PRUDENTIAL-BACHE/WATSON & TAYLOR, LTD.-2
(a limited partnership)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

In accordance with a consent statement dated September 17, 1996, the limited
partners approved, during October 1996, the proposed sale of all eight
miniwarehouse facilities owned by the Partnership to Public Storage, Inc.
('Public') and the liquidation and dissolution of the Partnership.

Seven of the eight properties were sold to Public during December 1996. The
Partnership continues to own the Hampton Park property located in Capitol
Heights, Maryland as it was not sold to Public after Phase I and Phase II
Environmental Site Assessments performed during 1996 by Law Engineering and
Environmental Services, Inc. ('LAW') identified detectable levels of
tetrachloroethene ('PCE') in the soil and ground water samples collected at the
site. LAW, at the Partnership's request, reported the PCE release to the
Maryland Department of the Environment ('MDE').

On November 21, 2000, MDE reached a determination that it was appropriate to
undertake an active remedial measure at the site. LAW, at the request of the
Partnership, submitted an application to enter the site into MDE's Voluntary
Cleanup Program ('VCP') during March 2001. During a meeting on May 16, 2001
between the Partnership, LAW and MDE, to discuss MDE's comments on the
Partnership's application, it was determined that the Partnership would perform
a non-invasive Phase I Environmental Site Assessment Update ('Phase I
Activities') and would subsequently, upon review and agreement with MDE, move to
perform certain Phase II invasive sampling and analytical procedures ('Phase II
Activities') with the anticipation of entering the site into the VCP. During the
first quarter of 2002, MDE notified the Partnership that its responses to all
previous comments on Phase I Activities have been resolved. Additionally, LAW is
in the process of performing Phase II Activities (under a work plan that MDE
reviewed). Once the site is formally entered into the VCP, MDE will provide
direction regarding future monitoring, assessment or remediation activities at
the site that may be required of the Partnership or a prospective buyer. As a
result of the Partnership's experience in working with MDE on the environmental
issue, the Partnership changed the estimated date of liquidation to June 30,
2003. As of September 30, 2002, the Statement of Net Assets reflects an accrued
liability of $500,000 which represents the Partnership's best estimate of the
obligation regarding the environmental issues mentioned above. The amount
includes costs associated with an active remediation program over a five-year
period. It is reasonably possible that the loss exposure will be in excess of
the amount accrued and will be material to the Partnership and may possibly
change in the near future. However, it is uncertain at this time what will
ultimately be required to resolve the environmental issue at the property.

The General Partners intend to offer the Hampton Park property to a select
group of potential buyers which specialize in the purchase of contaminated
properties, albeit at a discount. It is the intention of the Partnership to
obtain from any potential buyer as complete an indemnification as possible for
any liability in connection with remediation of the contamination of the
property. Due to the environmental problem and MDE oversight, it is uncertain
when any such sale could be consummated. The Partnership's liquidation and
dissolution will proceed upon the sale of the Hampton Park property.

In conjunction with the liquidation basis of accounting, the Partnership has
recorded an accrual as of September 30, 2002 for the estimated costs expected to
be incurred to liquidate the Partnership. Due to the nature of the Hampton Park
environmental issue, the date of liquidation is uncertain. However, the
Partnership has utilized a June 30, 2003 date for purposes of estimating costs
through the conclusion of liquidation. The actual charges to be incurred by the
Partnership will depend primarily upon the length of time required to liquidate
the Partnership's remaining net assets, and may differ from the amounts accrued
as of September 30, 2002.

Net assets in liquidation increased $153,000 and $82,000 during the nine and
three months ended September 30, 2002, respectively. These increases resulted
from income from operations of the Hampton Park property, and to a lesser
extent, interest income. The year-to-date increase was partially offset by an
additional accrual of $116,000 made during the quarter ended June 30, 2002 which
was recorded within estimated liquidation costs. This additional accrual
reflected a change in the date utilized for estimating

5

liquidation costs from December 31, 2002 to June 30, 2003 and accrued an
additional $32,000 for costs of Phase II procedures to be performed (see
discussion above).

Results of Operations

As a result of the Partnership adopting the liquidation basis of accounting
as of October 1, 1996, in accordance with accounting principles generally
accepted in the United States, the Partnership no longer reports results of
operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding quantitative and qualitative disclosures about market
risk is not required pursuant to Item 305(e) of Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Managing General
Partner carried out an evaluation, under the supervision and with the
participation of the officers of the Managing General Partner, including the
Managing General Partner's Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Partnership's disclosure
controls and procedures. Based upon that evaluation, the Managing General
Partner's Chief Executive Officer and Chief Financial Officer concluded that the
Partnership's disclosure controls and procedures are effective. There were no
significant changes in the Partnership's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.

6

PART II. OTHER INFORMATION

Item 1. Legal Proceedings--None

Item 2. Changes in Securities--None

Item 3. Defaults Upon Senior Securities--None

Item 4. Submission of Matters to a Vote of Security Holders--None

Item 5. Other Information--None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Description:

4.01 Revised Certificate of Limited Partnership Interest
(filed as an exhibit to Registrant's Form 10-K for
the year ended December 31, 1988 and incorporated
herein by reference)

99.1 Certificate pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the SARBANES-OXLEY Act of 2002
(filed herewith)

(b) Reports on Form 8-K--None

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Prudential-Bache/Watson & Taylor, Ltd.-2

By: Prudential-Bache Properties, Inc.
A Delaware corporation
Managing General Partner

By: /s/ Steven Weinreb Date: November 14, 2002
----------------------------------------
Steven Weinreb
Chief Financial Officer and Vice
President

CERTIFICATIONS

I, Chester A. Piskorowski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of
Prudential-Bache/Watson & Taylor, LTD.-2 (the 'Partnership');

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Partnership as of, and for, the periods presented in this
quarterly report;

4. The Partnership's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Partnership and
we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Partnership,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Partnership's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the 'Evaluation
Date'); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The Partnership's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Partnership's auditors and the
board of directors of the managing general partner of the Partnership:

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Partnership's ability to record, process, summarize and
report financial data and have identified for the
Partnership's auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Partnership's internal controls; and

6. The Partnership's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal

8

controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: November 14, 2002 /s/ Chester A. Piskorowski
--------------------------------------
Chester A. Piskorowski
President and Chief Executive Officer
of the managing general partner
of the Partnership

I, Steven Weinreb, certify that:

1. I have reviewed this quarterly report on Form 10-Q of
Prudential-Bache/Watson & Taylor, LTD.-2 (the 'Partnership');

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Partnership as of, and for, the periods presented in this
quarterly report;

4. The Partnership's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Partnership and
we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Partnership,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Partnership's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the 'Evaluation
Date'); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The Partnership's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Partnership's auditors and the
board of directors of the managing general partner of the Partnership:

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Partnership's ability to record, process, summarize and
report financial data and have identified for the
Partnership's auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Partnership's internal controls; and

6. The Partnership's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: November 14, 2002 /s/ Steven Weinreb
--------------------------------------
Steven Weinreb
Chief Financial Officer
of the managing general partner
of the Partnership

9