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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 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 0-23885
PRUDENTIAL SECURITIES STRATEGIC TRUST
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-7075398
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One New York Plaza, 13th Floor,
New York, New York 10292
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 778-7866
Securities registered pursuant to Section 12(b) of the Act:
None
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Limited Interests
- --------------------------------------------------------------------------------
(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 CK No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation 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 [CK]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes __ No CK
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Interest holders for the year ended December 31, 2002 is
incorporated by reference into Parts II and IV of this Annual Report on Form
10-K
Index to exhibits can be found on pages 9 and 10.
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PRUDENTIAL SECURITIES STRATEGIC TRUST
(a Delaware Business Trust)
TABLE OF CONTENTS
<Table>
<Caption>
PART I PAGE
Item 1 Business......................................................................... 3
Item 2 Properties....................................................................... 4
Item 3 Legal Proceedings................................................................ 4
Item 4 Submission of Matters to a Vote of Interest Holders.............................. 4
PART II
Item 5 Market for the Registrant's Interests and Related Interest Holder Matters........ 4
Item 6 Selected Financial Data.......................................................... 5
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 5
Item 7A Quantitative and Qualitative Disclosures About Market Risk....................... 5
Item 8 Financial Statements and Supplementary Data...................................... 5
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................... 6
PART III
Item 10 Directors and Executive Officers of the Registrant............................... 6
Item 11 Executive Compensation........................................................... 8
Item 12 Security Ownership of Certain Beneficial Owners and Management................... 8
Item 13 Certain Relationships and Related Transactions................................... 8
Item 14 Controls and Procedures.......................................................... 8
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K.................. 9
Financial Statements and Financial Statement Schedules........................... 9
Exhibits......................................................................... 9
Reports on Form 8-K.............................................................. 10
SIGNATURES.................................................................................. 11
CERTIFICATIONS.............................................................................. 12
</Table>
2
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PART I
Item 1. Business
General
Prudential Securities Strategic Trust, formerly known as Willowbridge
Strategic Trust, (the 'Registrant') was organized under the Delaware Statutory
Trust Act on October 16, 1995 and commenced trading operations on May 1, 1996.
The Registrant will terminate on December 31, 2015 unless terminated sooner as
provided in the Second Amended and Restated Declaration of Trust and Trust
Agreement (the 'Trust Agreement'). The Registrant was formed to engage in the
speculative trading of commodity futures, forward and options contracts. The
trustee of the Registrant is Wilmington Trust Company.
On May 1, 1996, the Registrant completed its initial offering with gross
proceeds of $12,686,200 from the sale of 125,352 limited interests and 1,510
general interests (collectively, the 'Interests'). General interests were sold
exclusively to the managing owner. Additional Interests were offered monthly at
the then current net asset value per Interest until the continuous offering
period expired on January 31, 1998. Additional contributions raised during the
continuous offering period resulted in additional proceeds to the Registrant of
$51,242,700.
The Registrant is engaged solely in the business of commodity futures,
forward and options trading; therefore, presentation of industry segment
information is not applicable.
The Trading Managers
At inception of the Registrant's trading activities, Willowbridge Associates
Inc. ('Willowbridge') made all the Registrant's commodity trading decisions.
During July 1998, Willowbridge ceased trading approximately 50% of the
Registrant's assets and, during August 1998, these assets were reallocated to
Bridgewater Associates, Inc. ('Bridgewater'). As of February 15, 2000,
Willowbridge ceased to serve as a trading manager to the Registrant when the
remaining assets allocated to Willowbridge, after adjusting for redemptions,
declined by greater than 33 1/3% from their balance at the beginning of the
year. On July 5, 2000, these assets were reallocated to Gamma Capital
Management, LLC ('Gamma'). As a result of the changes in the Registrant's
independent commodity trading managers as discussed above, during a majority of
July and August 1998, as well as from February 16, 2000 through July 4, 2000, a
portion of the Registrant's assets were not allocated to commodities trading
and, as a result, were not subject to management fees and commissions. The
monthly management fees paid on traded assets and the quarterly incentive fees
paid on 'New High Net Trading Profits' (as defined in each advisory agreement
among the Registrant, managing owner and each trading manager) to each trading
manager are as follows:
<Table>
<Caption>
Monthly Quarterly
Trading Management Incentive
Manager Fee Fee
- ----------------------- --------------------------------- ---------------------------------------
Willowbridge 3% annually of traded assets 20% of New High Net Trading Profits
Bridgewater .9756% annually of traded assets 20% of New High Net Trading Profits
Gamma 2% annually of traded assets 20% of New High Net Trading Profits
</Table>
Additionally, Gamma must recoup the cumulative trading losses associated with
the assets that were allocated to it from Willowbridge before it is paid an
incentive fee. The advisory agreements may be terminated for a variety of
reasons, including at the discretion of the managing owner.
As of January 31, 2003 Gamma was terminated as a trading manager to the
Trust. On February 11, 2003, the managing owner and the Registrant entered into
an advisory agreement with Graham Capital Management, LP ('Graham') to manage a
portion of the Registrant's assets. The advisory agreement may be terminated for
a variety of reasons, including at the discretion of the managing owner.
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Managing Owner and its Affiliates
Prudential Securities Futures Management Inc. (the 'Managing Owner') is a
wholly-owned subsidiary of Prudential Securities Incorporated ('PSI'), which, in
turn, is an indirect wholly-owned subsidiary of Prudential Financial, Inc.
('Prudential'). PSI was the principal underwriter and selling agent for the
Registrant's Interests and is its commodity broker ('Commodity Broker'). In
February 2003, Prudential and Wachovia Corp. ('Wachovia') announced an agreement
to combine each company's respective retail securities, brokerage and clearing
operations within a new firm, which will be headquartered in Richmond, Virginia.
Under the agreement, Prudential will have a 38% ownership interest in the new
firm and Wachovia will own 62%. The transaction, which includes the securities
brokerage, securities clearing, and debt capital markets operations of PSI, but
does not include the equity sales, trading and research operations or commodity
brokerage and derivative operations of PSI, is anticipated to close in the third
quarter of 2003. The Managing Owner, as well as the Commodity Broker, will
continue to be indirect wholly owned subsidiaries of Prudential.
The Managing Owner is required to maintain at least a 1% interest in the
Registrant so long as it is acting as the Managing Owner.
Competition
The Managing Owner and its affiliates have formed, and may continue to form,
various entities to engage in the speculative trading of futures, forward and
options contracts which have certain of the same investment policies as the
Registrant.
The Registrant was an open-end fund which solicited the sale of additional
Interests on a monthly basis until the continuous offering period expired. As
such, the Registrant no longer competes with other entities to attract new
participants. However, to the extent that the trading managers recommend similar
or identical trades to the Registrant and other accounts which they manage, the
Registrant may compete with those accounts, as well as other market
participants, for the execution of the same or similar trades.
Employees
The Registrant has no employees. Management and administrative services for
the Registrant are performed by the Managing Owner and its affiliates pursuant
to the Trust Agreement, as further discussed in Notes A, C and D to the
Registrant's financial statements included in its annual report to limited
owners for the year ended December 31, 2002 (the 'Registrant's 2002 Annual
Report'), which is filed as an exhibit hereto.
Item 2. Properties
The Registrant does not own or lease any property.
Item 3. Legal Proceedings
There are no material legal proceedings pending by or against the Registrant
or the Managing Owner.
Item 4. Submission of Matters to a Vote of Interest Holders
None
PART II
Item 5. Market for the Registrant's Interests and Related Interest Holder
Matters
Information with respect to the offering of Interests is incorporated by
reference to Note A to the Registrant's 2002 Annual Report, which is filed as an
exhibit hereto.
A significant secondary market for the Interests has not developed, and it is
not expected that one will develop in the future. There are also certain
restrictions set forth in the Trust Agreement limiting the ability of an
Interest holder to transfer Interests. However, redemptions are permitted
monthly on at least ten days prior written notice at the then current net asset
value per Interest. Prior to February 1999, redemptions were subject to
redemption charges of 4% and 3%, respectively, of the net asset value at which
they were
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redeemed if effected on or prior to the end of the first and second successive
six-month periods after their effective date of purchase. These redemption
charges were paid to the Managing Owner. Consequently, holders of Interests may
not be able to liquidate their investments in the event of an emergency or for
any other reason.
There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the Trust
Agreement. No distributions have been made since inception and no distributions
are anticipated in the future.
As of March 21, 2003, there were 691 holders of record owning 92,071.496
Interests, which includes 921 general interests.
Item 6. Selected Financial Data
The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 10 of the Registrant's 2002
Annual Report, which is filed as an exhibit hereto.
<Table>
<Caption>
Year Ended December 31,
---------------------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ----------- ----------- -----------
Total revenues (including
interest) $1,340,965 $ 46,410 $(8,117,221) $ 5,074,264 $13,710,698
---------- ---------- ----------- ----------- -----------
---------- ---------- ----------- ----------- -----------
Net income (loss) $ 543,531 $ (905,292) $(9,583,128) $ 847,120 $ 6,950,929
---------- ---------- ----------- ----------- -----------
---------- ---------- ----------- ----------- -----------
Net income (loss) per weighted
average Interest $ 5.11 $ (6.96) $ (47.34) $ 2.62 $ 15.76
---------- ---------- ----------- ----------- -----------
---------- ---------- ----------- ----------- -----------
Total assets $8,584,796 $9,569,029 $13,316,792 $35,330,685 $48,779,871
---------- ---------- ----------- ----------- -----------
---------- ---------- ----------- ----------- -----------
Net asset value per Interest $ 87.29 $ 82.31 $ 88.28 $ 127.96 $ 123.81
---------- ---------- ----------- ----------- -----------
---------- ---------- ----------- ----------- -----------
</Table>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This information is incorporated by reference to pages 12 through 15 of the
Registrant's 2002 Annual Report, which is filed as an exhibit hereto.
Item 7A. Quantitative and Qualitative Disclosures About Market Risks
Information regarding quantitative and qualitative disclosures about market
risk is not required pursuant to Item 305(e) of Regulation S-K.
Item 8. Financial Statements and Supplementary Data
The financial statements are incorporated by reference to pages 2 through 10
of the Registrant's 2002 Annual Report, which is filed as an exhibit hereto.
Selected unaudited quarterly financial data for the years ended December 31,
2002 and 2001 are summarized below:
<Table>
<Caption>
First Second Third Fourth
Quarter Quarter Quarter Quarter
----------- ---------- --------- --------
2002:
Total Revenues (including interest) $ 290,177 $1,220,836 $(751,350) $581,302
----------- ---------- --------- --------
----------- ---------- --------- --------
Total Revenues (including interest) less
commissions $ 118,429 $1,049,533 $(925,615) $420,943
----------- ---------- --------- --------
----------- ---------- --------- --------
Net income (loss) $ 87,165 $1,018,280 $(954,898) $392,984
----------- ---------- --------- --------
----------- ---------- --------- --------
Net income (loss) per weighted average Interest $ 0.77 $ 9.37 $ (9.21) $ 3.97
----------- ---------- --------- --------
----------- ---------- --------- --------
</Table>
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<Table>
<Caption>
First Second Third Fourth
Quarter Quarter Quarter Quarter
----------- ---------- --------- --------
2001:
Total Revenues (including interest) $ (777,489) $ 9,303 $ 340,085 $474,511
----------- ---------- --------- --------
----------- ---------- --------- --------
Total Revenues (including interest) less
commissions $(1,012,234) $ (191,569) $ 152,746 $291,463
----------- ---------- --------- --------
----------- ---------- --------- --------
Net income (loss) $(1,054,121) $ (228,182) $ 118,580 $258,431
----------- ---------- --------- --------
----------- ---------- --------- --------
Net income (loss) per weighted average Interest $ (7.27) $ (1.71) $ 0.96 $ 2.20
----------- ---------- --------- --------
----------- ---------- --------- --------
</Table>
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
There are no directors or executive officers of the Registrant. The
Registrant is managed by the Managing Owner.
The Managing Owner's directors and executive officers and any person holding
more than 10% of the Registrant's Interests ('Ten Percent Owners') are required
to report their initial ownership of such Interests and any subsequent changes
in that ownership to the Securities and Exchange Commission (the 'SEC') on Forms
3, 4 or 5. Such executive officers, directors and Ten Percent Owners are
required by SEC regulations to furnish the Registrant with copies of all Forms
3, 4 or 5 they file. All of these filing requirements were satisfied on a timely
basis. In making these disclosures, the Registrant has relied solely on written
representations of the Managing Owner's directors and executive officers and Ten
Percent Owners or copies of the reports that they have filed with the SEC during
and with respect to its most recent fiscal year.
The directors and executive officers of the Managing Owner and their
positions with respect to the Registrant are as follows:
Name Position
Alex H. Ladouceur Chairman of the Board of Directors and Director
Eleanor L. Thomas President and Director
Steven Weinreb Treasurer and Chief Financial Officer
Guy S. Scarpaci Director
Tamara B. Wright Senior Vice President and Director
Thomas T. Bales Vice President
Paul Waldman Secretary
ALEX H. LADOUCEUR, born 1960, has been Chairman of the Board of Directors and
a Director of the Managing Owner since November 2001 and also has held such
positions with Seaport Futures Management, Inc. ('Seaport Futures'), an
affiliate of the Managing Owner, since such date. Mr. Ladouceur joined PSI in
August 2001 and is an Executive Vice President and Head of the Global
Derivatives Division. He is responsible for all operating activities of PSI's
Global Derivatives Division including sales and trading, foreign exchange, base
and precious metals, and the trading floors. Mr. Ladouceur joined PSI from
Credit Lyonnais Rouse Ltd. ('CLR'), where he served as president of their United
States operations since 1992 and as a main board director of CLR in London since
1994. In 1998, he was appointed managing director of Global Cash Markets at CLR
with responsibility for leading global market-making and sales for OTC products,
including structured derivative products. Mr. Ladouceur earned his bachelor's
degree in Economics from the University of Calgary in Alberta, Canada, and his
master's degree in European Studies from the College of Europe in Bruges,
Belgium.
ELEANOR L. THOMAS, born 1954, has been a Director and President of the
Managing Owner since September 2000 and was a Director and Executive Vice
President from April 1999 to September 2000. She
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was a First Vice President of the Managing Owner and Seaport Futures from
October 1998 to April 1999 and a Director and the President of Seaport Futures
since such date. Ms. Thomas is a Senior Vice President and the Director of
Alternative Investment Strategies at PSI. She is responsible for origination,
asset allocation, due diligence, marketing and sales for the group's product
offerings. Prior to joining PSI in March 1993, she was with MC Baldwin Financial
Company from June 1990 through February 1993 and Arthur Andersen & Co. from 1986
through May 1990. She graduated Summa Cum Laude from Long Island University with
a B.A. in English Literature, and graduated Baruch College in 1986 with an
M.B.A. in Accounting. Ms. Thomas is a Certified Public Accountant.
STEVEN WEINREB, born 1962, became the Treasurer and Chief Financial Officer
of the Managing Owner in May 2002, at which time he also became the Treasurer
and Chief Financial Officer of Seaport Futures. He is a Senior Vice President
and Controller of PSI. Prior to joining PSI in May 1991, he was with the public
accounting firms Deloitte & Touche from 1986 to 1991 and from 1984 to 1986 with
Laventhol & Horwath. Mr. Weinreb graduated in 1984 from the State University of
New York at Albany with a B.S. in Accounting. Mr. Weinreb is a Certified Public
Accountant.
GUY S. SCARPACI, born 1947, has been a Director of the Managing Owner since
July 1987 and was Assistant Treasurer from May 1988 until December 1989. In
addition, Mr. Scarpaci has been a Director of Seaport Futures since May 1989.
Mr. Scarpaci was first affiliated with the Managing Owner in July 1987. Mr.
Scarpaci has been employed by PSI in positions of increasing responsibility
since August 1974, and he is currently a Senior Vice President of the Global
Derivatives division.
TAMARA B. WRIGHT, born 1959, has been a Senior Vice President of the Managing
Owner and Seaport Futures since October 1998 and a Director of the Managing
Owner since December 1998. She is also a Senior Vice President and the Chief
Administrative Officer for the International Division at PSI. In this capacity,
her responsibilities include financial management, risk management, systems
implementation, employment matters and internal control policies and procedures.
Previously, Mrs. Wright served as Director of Consumer Markets Risk Management,
where she led the Domestic and International Branch efforts in ensuring the
timely resolution of audit, compliance and legal concerns. Prior to joining the
firm, Mrs. Wright was a manager with PricewaterhouseCoopers LLP in its
Management Consulting division in New York, New York.
THOMAS T. BALES, born 1959, is a Vice President of the Managing Owner. He is
also a Senior Vice President of Futures Administration in the Global Derivatives
division for PSI, and he serves in various capacities for other affiliated
companies. Prior to joining the Global Derivatives division, Mr. Bales served as
in-house counsel in the Law Department of PSI from October 1987 through May
1996. Mr. Bales joined PSI in November 1981 as an Analyst in the Credit Analysis
Department and later served as a Section Manager.
PAUL WALDMAN, born 1957, became the Secretary of the Managing Owner in
November 2002, at which time he also became the Secretary of Seaport Futures.
Prior to being elected Secretary, Mr. Waldman had served as Assistant Secretary
for both the Managing Owner and Seaport Futures since December 1997. He is a
First Vice President and Associate General Counsel of PSI. Mr. Waldman is
responsible for the day-to-day corporate governance of PSI and its subsidiary
companies. Prior to joining PSI in September 1988, Mr. Waldman worked for E.A.
Sheslow & Co., a specialist firm on the NYSE and American Stock Exchange in
1986, and for F.P. Quinn & Co., a member firm of the Chicago Board Options
Exchange, from 1984 to 1985. Mr. Waldman received a B.A. in Journalism from the
University of Georgia in 1979, an M.A. in Political Science from Boston
University in 1981, and a Juris Doctor from New York Law School in 1992. He is
admitted to the New York and Connecticut bars.
Effective May 2002, Steven Weinreb was elected by the Board of Directors of
the Managing Owner as Chief Financial Officer replacing Barbara Brooks.
Effective November 2002, Paul Waldman was elected by the Board of Directors
of the Managing Owner as Secretary replacing David Buchalter.
There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.
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Item 11. Executive Compensation
The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the Managing Owner for their services.
Certain directors and officers of the Managing Owner receive compensation from
affiliates of the Managing Owner, not from the Registrant, for services
performed for various affiliated entities, which may include services performed
for the Registrant; however, the Managing Owner believes that any compensation
attributable to services performed for the Registrant is immaterial. (See also
Item 13, Certain Relationships and Related Transactions, for information
regarding compensation to the Managing Owner.)
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 21, 2003, no director or executive officer of the Managing Owner
owns directly or beneficially any interest in the voting securities of the
Managing Owner.
As of March 21, 2003, no director or executive officer of the Managing Owner
owns directly or beneficially any of the Interests issued by the Registrant.
As of March 21, 2003, no owners of Interests beneficially own more than five
percent (5%) of the limited interests issued by the Registrant.
Item 13. Certain Relationships and Related Transactions
The Registrant has and will continue to have certain relationships with the
Managing Owner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or officers of the
Managing Owner.
Reference is made to Notes A, C and D to the financial statements in the
Registrant's 2002 Annual Report, which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services.
Item 14. Controls and Procedures
Within the 90 days prior to the date of this report, the Managing Owner
carried out an evaluation, under the supervision and with the participation of
the officers of the Managing Owner, including the Managing Owner's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operations of the Registrant's disclosure controls and procedures.
Based upon that evaluation, the Managing Owner's Chief Executive Officer and
Chief Financial Officer concluded that the Registrant's disclosure controls and
procedures are effective. There were no significant changes in the Registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
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PART IV
<Table>
<Caption>
Annual Report
Page Number
--------------
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements and Report of Independent Accountants--incorporated
by reference to the Registrant's 2002 Annual Report, which is filed as
an exhibit hereto
Report of Independent Accountants 2
Financial Statements:
Statements of Financial Condition--December 31, 2002 and 2001 3
Condensed Schedules of Investments--at December 31, 2002 and 2001 4
Statements of Operations--Three years ended December 31, 2002 5
Statements of Changes in Trust Capital--Three years ended December 31,
2002 5
Notes to Financial Statements 6
2. Financial Statement Schedules
All schedules have been omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.
3. Exhibits
3.1 Second Amended and Restated Declaration of Trust and Trust Agreement of
and the Registrant dated as of January 31, 1996 (incorporated by reference
4.1 to Exhibits 3.1 and 4.1 of Registrant's Registration Statement on Form
S-1, File No. 33-08443)
4.2 Subscription Agreement (incorporated by reference to Exhibit 4.2 of
Registrant's Registration Statement on Form S-1, File No. 33-08443)
4.3 Request for Redemption (incorporated by reference to Exhibit 4.3 of
Registrant's Registration Statement on Form S-1, File No. 33-08443)
10.1 Form of Escrow Agreement among the Registrant, Prudential Securities
Futures Management Inc., Prudential Securities Incorporated and The Bank
of New York (incorporated by reference to Exhibit 10.1 of the
Registrant's Registration Statement on Form S-1, File No. 33-08443)
10.2 Brokerage Agreement between the Registrant and Prudential Securities
Incorporated (incorporated by reference to Exhibit 10.2 of the
Registrant's Registration Statement on Form S-1, File No. 33-08443)
10.3 Advisory Agreement, among the Registrant, Prudential Securities Futures
Management Inc. and Willowbridge Associates Inc. (incorporated by
reference to Exhibit 10.3 of the Registrant's Registration Statement on
Form S-1, File No. 33-08443)
10.4 Representation Agreement Concerning the Registration Statement and the
Prospectus among the Registrant, Prudential Securities Futures
Management Inc., Prudential Securities Incorporated, Wilmington Trust
Company and Willowbridge Associates Inc. (incorporated by reference to
Exhibit 10.4 of the Registrant's Registration Statement on Form S-1,
File No. 33-08443)
</Table>
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<Table>
10.5 Net Worth Agreement between Prudential Securities Futures Management
Inc. and Prudential Securities Group Inc. (incorporated by reference to
Exhibit 10.5 of the Registrant's Registration Statement on Form S-1,
File No. 33-08443)
10.6 Secured Demand Note between Prudential Securities Group Inc. and
Prudential Securities Futures Management Inc. (incorporated by reference
to Exhibit 10.6 of the Registrant's Registration Statement on Form S-1,
File No. 33-08443)
10.7 Secured Demand Note Collateral Agreement between Prudential Securities
Futures Management Inc. and Prudential Securities Group Inc.
(incorporated by reference to Exhibit 10.7 of the Registrant's
Registration Statement on Form S-1, File No. 33-08443)
10.8 Form of Foreign Currency Addendum to Brokerage Agreement between the
Registrant and Prudential Securities Incorporated (incorporated by
reference to Exhibit 10.8 of the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1996)
10.9 Advisory Agreement dated August 25, 1998 among the Registrant,
Prudential Securities Futures Management Inc. and Bridgewater
Associates, Inc. (incorporated by reference to Exhibit 10.9 of the
Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1998)
10.10 Form of Advisory Agreement dated June 30, 2000 among the Registrant,
Prudential Securities Futures Management Inc. and Gamma Capital
Management, LLC (incorporated by reference to Exhibit 10.10 of the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
2000)
10.11 Form of Advisory Agreement dated February 11, 2003 among the Registrant,
Prudential Securities Futures Management, Inc. and Graham Capital
Management, LP (filed herewith)
13.1 Registrant's 2002 Annual Report (with the exception of the information
and data incorporated by reference in Items 5, 7 and 8 of this Annual
Report on Form 10-K, no other information or data appearing in the
Registrant's 2002 Annual Report is to be deemed filed as part of this
report) (filed herewith)
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
</Table>
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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.
Prudential Securities Strategic Trust
By: Prudential Securities Futures Management Inc.
A Delaware corporation, Managing Owner
By: /s/ Steven Weinreb Date: March 28, 2003
----------------------------------------
Steven Weinreb
Treasurer and Chief Financial Officer
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 (with respect to the Managing Owner) and on the
dates indicated.
By: Prudential Securities Futures Management Inc.
A Delaware corporation, Managing Owner
By: /s/ Alex H. Ladouceur Date: March 28, 2003
-----------------------------------------
Alex H. Ladouceur
Chairman of the Board of Directors and
Director
By: /s/ Eleanor L. Thomas Date: March 28, 2003
-----------------------------------------
Eleanor L. Thomas
President and Director
By: /s/ Steven Weinreb Date: March 28, 2003
-----------------------------------------
Steven Weinreb
Treasurer and Chief Financial Officer
(chief accounting officer)
By: /s/ Guy S. Scarpaci Date: March 28, 2003
-----------------------------------------
Guy S. Scarpaci
Director
By: Date:
-----------------------------------------
Tamara B. Wright
Senior Vice President and Director
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CERTIFICATIONS
I, Eleanor L. Thomas, certify that:
1. I have reviewed this annual report on Form 10-K of Prudential Securities
Strategic Trust (the 'Trust');
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Trust as of, and for, the periods presented in this annual
report;
4. The Trust'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 Trust and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the Trust, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this annual report is being prepared;
b) evaluated the effectiveness of the Trust's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the 'Evaluation
Date'); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Trust's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Trust's auditors and the board of
directors of the managing owner of the Trust:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Trust's
ability to record, process, summarize and report financial
data and have identified for the Trust'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 Trust's
internal controls; and
6. The Trust's other certifying officers and I have indicated in this annual
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: March 28, 2003 /s/ Eleanor L. Thomas
--------------------------------------
Eleanor L. Thomas
President (chief executive officer)
of the managing owner of the Trust
12
<Page>
I, Steven Weinreb, certify that:
1. I have reviewed this annual report on Form 10-K of Prudential Securities
Strategic Trust (the 'Trust');
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Trust as of, and for, the periods presented in this annual
report;
4. The Trust'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 Trust and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the Trust, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this annual report is being prepared;
b) evaluated the effectiveness of the Trust's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the 'Evaluation
Date'); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Trust's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Trust's auditors and the board of
directors of the managing owner of the Trust:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Trust's
ability to record, process, summarize and report financial
data and have identified for the Trust'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 Trust's
internal controls; and
6. The Trust's other certifying officers and I have indicated in this annual
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: March 28, 2003 /s/ Steven Weinreb
--------------------------------------
Steven Weinreb
Chief Financial Officer
of the managing owner of the Trust
13