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, 1996 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: 33-80443 WILLOWBRIDGE STRATEGIC TRUST - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 13-7075398 - -------------------------------------------------------------------------------- (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 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 __ Part I. FINANCIAL INFORMATION ITEM 1--FINANCIAL STATEMENTS WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) STATEMENTS OF FINANCIAL CONDITION (Unaudited) September 30, December 31, 1996 1995 - ---------------------------------------------------------------------------------------------------- ASSETS Equity in commodity trading accounts: Cash $18,572,345 $ 1,000 Net unrealized gain on open commodity positions 2,787,288 -- Options, at market 72,620 -- ------------- ------------ Net equity 21,432,253 1,000 Other receivable 6,182 -- ------------- ------------ Total assets $21,438,435 $ 1,000 ------------- ------------ ------------- ------------ LIABILITIES AND TRUST CAPITAL Liabilities Redemptions payable $ 207,585 $ -- Management fee payable 53,596 -- ------------- ------------ Total liabilities 261,181 -- ------------- ------------ Commitments Trust capital Limited interests (227,790.532 and 0 interests outstanding) 20,958,241 -- General interests (2,380.258 and 10 interests outstanding) 219,013 1,000 ------------- ------------ Total trust capital 21,177,254 1,000 ------------- ------------ Total liabilities and trust capital $21,438,435 $ 1,000 ------------- ------------ ------------- ------------ Net asset value per limited and general interest (``Interests'') $ 92.01 $ 100.00 ------------- ------------ ------------- ------------ - ---------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements 2 WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) STATEMENTS OF OPERATIONS (Unaudited) For the period from May 1, 1996 (commencement of operations) Three months through ended September 30, September 30, 1996 1996 - ----------------------------------------------------------------------------------------------------- REVENUES Net realized loss on commodity transactions $ (2,858,006) $ (1,452,482) Change in net unrealized gain on commodity positions 2,691,379 2,491,416 Interest income 348,321 232,148 -------------------------- ------------- 181,694 1,271,082 -------------------------- ------------- EXPENSES Commissions 539,173 355,717 Management fees 207,817 139,988 -------------------------- ------------- 746,990 495,705 -------------------------- ------------- Net income (loss) $ (565,296) $ 775,377 -------------------------- ------------- -------------------------- ------------- ALLOCATION OF NET INCOME (LOSS) Limited interests $ (556,309) $ 768,479 -------------------------- ------------- -------------------------- ------------- General interests $ (8,987) $ 6,898 -------------------------- ------------- -------------------------- ------------- NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL INTEREST Net income (loss) per weighted average limited and general interest $ (2.99) $ 3.59 -------------------------- ------------- -------------------------- ------------- Weighted average number of limited and general interests outstanding 189,333.057 215,727.082 -------------------------- ------------- -------------------------- ------------- - ----------------------------------------------------------------------------------------------------- STATEMENT OF CHANGES IN TRUST CAPITAL (Unaudited) LIMITED GENERAL INTERESTS INTERESTS INTERESTS TOTAL - ----------------------------------------------------------------------------------------------------- Trust capital--December 31, 1995 10 $ -- $ 1,000 $ 1,000 Contributions 234,666.907 21,921,700 227,000 22,148,700 Net loss -- (556,309) (8,987 ) (565,296) Redemptions (4,506.117) (407,150) -- (407,150) ------------ ----------- --------- ----------- Trust capital--September 30, 1996 230,170.790 $20,958,241 $219,013 $21,177,254 ------------ ----------- --------- ----------- ------------ ----------- --------- ----------- - ----------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements 3 WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (Unaudited) A. General Willowbridge Strategic Trust (the ``Trust'') was organized under the Delaware Business Trust Statute on October 16, 1995 and commenced trading operations on May 1, 1996. The Trust 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 Trust was formed to engage in the speculative trading of commodity futures, options and forward contracts. The Trustee of the Trust is Wilmington Trust Company. The managing owner is Prudential Securities Futures Management Inc. (the ``Managing Owner''), a wholly-owned subsidiary of Prudential Securities Incorporated (``PSI''), which, in turn, is a wholly-owned subsidiary of Prudential Securities Group Inc. PSI is the principal underwriter and selling agent for the Trust's interests (the ``Interests'') as well as the commodity broker (``Commodity Broker'') of the Trust. The Trust is offering a maximum of $100,000,000 of limited interests. On May 1, 1996, the Trust completed its initial offering with gross proceeds of $12,686,200 from the sale of 125,352 limited interests and 1,510 general interests. Additional Interests are being offered monthly at the then current net asset value per Interest until no later than two years from the date of the prospectus (February 7, 1996) but in no event after $100,000,000 in limited interests are sold (the ``Continuous Offering Period''). A minimum initial contribution of $5,000 ($2,000 for an IRA account) is required for each new limited owner unless the Managing Owner, in its sole discretion, approves a contribution of a lesser amount. Existing limited owners are permitted to make additional contributions in increments of not less than $100 during the Continuous Offering Period. Redemptions are permitted monthly, on at least 10 days' prior written notice, commencing with the end of the first full month of Trust trading activity, May 31, 1996. Redemptions will be at the net asset value per Interest, however, Interests redeemed on or prior to the end of the first and second successive six-month periods after their purchase are subject to redemption charges of 4% and 3%, respectively, of the net asset value at which they are redeemed. These redemption charges will be paid to the Managing Owner. Partial redemptions are permitted. The Managing Owner is required to maintain at least a 1% interest in the Trust so long as it is acting as the Managing Owner. Therefore, it must contribute to the Trust between $101,000 and $1,010,000 depending upon the total number of limited interests sold during the Initial & Continuous Offering Periods. In return, it is entitled to a proportionate number of general interests with at least a 1% interest in the profits and losses of the Trust. The Managing Owner, on behalf of the Trust, entered into an agreement (the ``Advisory Agreement'') with Willowbridge Associates Inc., an independent commodity trading manager (the ``Trading Manager''). The Managing Owner has made 100% of the Trust's assets available for trading by the Trading Manager; however, the Managing Owner retains the authority to override trading instructions that violate the Trust's trading policies. The Advisory Agreement is for an initial term of approximately one year and may be renewed thereafter for additional successive one-year terms. The Managing Owner retains the right to retain additional or substitute commodity trading managers at its discretion. These financial statements have been prepared without audit. In the opinion of management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Trust as of September 30, 1996 and the results of its operations for the period from May 1, 1996 (commencement of operations) through September 30, 1996 and the three months ended September 30, 1996. However, the operating results for the interim periods may not be indicative of the results expected for the full year. B. Summary of Significant Accounting Policies Basis of Accounting The books and records of the Trust are maintained on the accrual basis of accounting in accordance with generally accepted accounting principles. 4 Income Taxes The Trust is not required to provide for, or pay, any federal or state income taxes. Income tax attributes that arise from its operations will be passed directly to the individual limited owners and the Managing Owner. The Trust may be subject to other state and local taxes in jurisdictions in which it operates. Profit and loss allocations and distributions The Trust allocates profits and losses for both financial and tax reporting purposes to the limited owners and the Managing Owner monthly on a pro-rata basis based on each owner's Interests outstanding during the month. Distributions (other than on redemptions of Interests) are made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital accounts of the owners. No distributions have been made since inception. C. Fees Organizational, Offering, General and Administrative Costs PSI or its affiliates pay the costs of organizing the Trust and offering its Interests as well as administrative costs incurred by the Managing Owner or its affiliates for services it performs for the Trust. These costs include, but are not limited to, those discussed in Note D below. Routine legal, audit, postage and other third party costs are also paid by PSI or its affiliates. Management and Incentive fees The Trust pays the Trading Manager a monthly management fee of 1/4 of 1% (3% per annum) of the Trust's net asset value as of the last day of each month and a quarterly incentive fee of 20% of ``New High Net Trading Profits'' (as defined in the Advisory Agreement). Commissions The Managing Owner, on behalf of the Trust, entered into an agreement (the ``Brokerage Agreement'') with PSI to act as Commodity Broker whereby the Trust pays a fixed monthly fee for brokerage services rendered. The monthly fee is equal to .64583 of 1% (7.75% per annum) of the Trust's net asset value as of the first day of each month. From this fee, PSI pays all of the Trust's execution (i.e., floor brokerage expenses, give-up charges and NFA, clearing and exchange fees) and account maintenance costs, as well as compensation to employees who sell Interests in the Trust. D. Related Parties The Managing Owner or its affiliates perform services for the Trust which include but are not limited to: brokerage services, accounting and financial management, registrar, transfer and assignment functions, investor communications, printing and other administrative services. One hundred percent of the proceeds of this offering are received in the Trust's name and deposited in cash in segregated trading accounts at PSI and will remain there for as long as the Trust's Brokerage Agreement with PSI remains in effect. PSI credits the Trust monthly with 80% of the interest it earns on the equity in these accounts and retains the remaining 20%. When the Trust engages in forward foreign currency transactions, it trades with PSI who simultaneously engages in back-to-back transactions with an affiliate who, pursuant to the Trust's prospectus, is obligated to charge a competitive price. E. Credit and Market Risk Since the Trust's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Futures, forward and options contracts involve varying degrees of off-balance sheet risk; and changes in the level of volatility of interest rates, foreign currency exchange rates or the market values of the contracts (or commodities underlying the contracts) frequently result in changes in the Trust's unrealized gain (loss) on open commodity positions reflected in the statements of financial condition. The Trust's exposure to market risk is influenced by a number of factors including the relationships among the contracts held by the Trust as well as the liquidity of the markets in which the contracts are traded. 5 Futures and options contracts are traded on organized exchanges and are thus distinguished from forward contracts which are entered into privately by the parties. The credit risks associated with futures and options contracts are typically perceived to be less than those associated with forward contracts because exchanges typically provide clearinghouse arrangements in which the collective credit (subject to certain limitations) of the members of the exchanges is pledged to support the financial integrity of the exchange. On the other hand, the Trust must rely solely on the credit of its broker (PSI) with respect to forward transactions. The Managing Owner attempts to minimize both credit and market risks by requiring the Trust's Trading Manager to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, executing and clearing all trades with creditworthy counterparties (currently, PSI is the sole counterparty or broker); limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Trading Manager as it, in good faith, deems to be in the best interests of the Trust. PSI, when acting as the Trust's futures commission merchant in accepting orders for the purchase or sale of domestic futures and options contracts, is required by Commodity Futures Trading Commission (``CFTC'') regulations to separately account for and segregate as belonging to the Trust all assets of the Trust relating to domestic futures and options trading and not to commingle such assets with other assets of PSI. At September 30, 1996, such segregated assets totalled $9,704,014. Part 30.7 of the CFTC regulations also requires PSI to secure assets of the Trust related to foreign futures and options trading which totalled $11,728,239 at September 30, 1996. There are no segregation requirements for assets related to forward trading. As of September 30, 1996, all open futures and options contracts mature within nine months. As of September 30, 1996, gross contract amounts of open futures and options contracts are: September 30, 1996 ------------- Financial Futures Contracts: Commitments to purchase $ 254,344,123 Commitments to sell $ 1,499,969 Currency Futures Contracts: Commitments to purchase $ 5,911,480 Commitments to sell $ 49,571,688 Other Futures and Options Contracts: Commitments to purchase $ 32,753,435 Commitments to sell $ 1,989,970 The gross contract amounts represent the Trust's potential involvement in a particular class of financial instrument (if it were to take or make delivery on an underlying futures or options contract). The gross contract amounts significantly exceed the future cash requirements as the Trust intends to close out open positions prior to settlement and thus is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trust considers the ``fair value'' of its futures, forward and options contracts to be the net unrealized gain or loss on the contracts (plus premiums on options). Thus, the amount at risk associated with counterparty nonperformance of all contracts is the net unrealized gain included in the statements of financial condition. The market risk associated with the Trust's commitments to purchase commodities is limited to the gross contract amounts involved, while the market risk associated with its commitments to sell is unlimited since the Trust's potential involvement is to make delivery of an underlying commodity at the contract price; therefore, it must repurchase the contract at prevailing market prices. 6 At September 30, 1996, the fair values of futures and options contracts were: Assets Liabilities ----------- ----------- Futures Contracts: Domestic exchanges Financial $ 202,406 $ 80,925 Currencies 922,590 6,440 Other 743,100 1,262,408 Foreign exchanges Financial 2,302,278 7,448 Other -- 25,865 Options Contracts: Domestic exchanges Other 72,620 -- ----------- ----------- $ 4,242,994 $ 1,383,086 ----------- ----------- ----------- ----------- The following table presents the average fair value of futures and options contracts for the five and three months ended September 30, 1996. For the period from May 1, 1996 (commencement of For the three months operations) through ended September 30, 1996 September 30, 1996 --------------------------- --------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 84,191 $ 37,349 $ 82,677 $ 42,233 Currencies 294,827 139,072 332,852 159,090 Other 423,194 554,746 484,481 547,183 Foreign exchanges Financial 719,619 19,563 899,524 18,856 Other -- 17,359 -- 16,618 Options Contracts: Domestic exchanges Financial 24,969 -- 31,211 -- Currencies 96,100 -- 120,125 -- Other 27,836 -- 34,796 -- Foreign exchanges Financial 9,039 -- 11,299 -- ---------- ----------- ---------- ----------- $1,679,775 $ 768,089 $1,996,965 $ 783,980 ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- 7 The following table presents the net realized gains (losses) and the net unrealized gains (losses) of futures and options contracts for the period from May 1, 1996 through September 30, 1996 as well as the net realized gains (losses) and the change in net unrealized gains/losses for the three months ended September 30, 1996. For the period from May 1, 1996 (commencement of For the three months operations) through ended September 30, 1996 September 30, 1996 ------------------------------------------ ------------------------------------------- Net Realized Net Realized Change in Gains Net Unrealized Gains Net Unrealized (Losses) Gains (Losses) Total (Losses) Gains/Losses Total ----------- -------------- ----------- ------------ -------------- ----------- Futures Contracts: Domestic ex- changes Financial $ (403,681) $ 121,481 $ (282,200) $ (90,056) $ 61,200 $ (28,856) Currencies (1,103,423) 916,150 (187,273) (1,153,085) 946,918 (206,167) Other (1,496,089) (519,308) (2,015,397) (467,638) (687,839) (1,155,477) Foreign exchanges Financial 634,886 2,294,830 2,929,716 688,871 2,272,608 2,961,479 Other (20,933) (25,865) (46,798) (20,933) (5,562) (26,495) Options Contracts: Domestic ex- changes Financial (146,094) -- (146,094) (146,094) -- (146,094) Currencies (195,150) -- (195,150) (147,900) -- (147,900) Other (43,825) (95,909) (139,734) (31,950) (95,909) (127,859) Foreign exchanges Financial (83,697) -- (83,697) (83,697) -- (83,697) ----------- -------------- ----------- ------------ -------------- ----------- $(2,858,006) $2,691,379 $ (166,627) $ (1,452,482) $2,491,416 $ 1,038,934 ----------- -------------- ----------- ------------ -------------- ----------- ----------- -------------- ----------- ------------ -------------- ----------- 8 WILLOWBRIDGE STRATEGIC TRUST (a Delaware Business Trust) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Trust commenced operations on May 1, 1996 with gross proceeds of $12,686,200 allocated to commodities trading. Additional Interests are offered monthly at the then current net asset value per Interest until no later than two years from the date of the prospectus (February 7, 1996) but in no event after $100,000,000 in limited interests are sold. At September 30, 1996, 100% of the Trust's net assets were allocated to commodity trading. A significant portion of the net assets are held in cash which is used as margin for the Trust's trading in commodities. Inasmuch as the sole business of the Trust is to trade in commodities, the Trust continues to own such liquid assets to be used as margin. PSI credits the Trust monthly with 80% of the interest it earns on the equity in these accounts and retains the remaining 20%. The commodities contracts are subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in commodity futures contract prices during a single day by regulations referred to as ``daily limits.'' During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Trust from promptly liquidating its commodity futures positions. Since the Trust's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). The Managing Owner attempts to minimize these risks by requiring the Trust's Trading Manager to abide by various trading limitations and policies. See Note E to the financial statements for a further discussion of the credit and market risks associated with the Trust's futures, forward and options contracts. The Trust does not have, nor does it expect to have, any capital assets. Redemptions of limited interests for the period from May 1, 1996 (commencement of operations) through September 30, 1996 were $407,150. Additional contributions raised through the continuous offering for the period from May 1, 1996 (commencement of operations) to September 30, 1996 resulted in additional gross proceeds to the Trust of $9,463,500. Future redemptions and contributions will impact the amount of funds available for investment in commodity contracts in subsequent periods. Results of Operations The Trust commenced trading operations on May 1, 1996, and as such, no comparative information is available for 1995. The net asset value per Interest as of September 30, 1996 was $92.01, a decrease of 7.99% from the May 1, 1996 initial net asset value per Interest of $100.00. The Trust's net asset value per Interest declined in the month of July. Profits in the financials sector were offset by losses in the grains, currencies, energies, metals, softs and meats sectors. In the financials sector, gains were made in long Australian, German and French bond positions. Australian bond prices continued an upward movement on an expected interest rate cut and an increased unemployment report. However, in the U.S. financial markets, strong U.S. employment figures early in the month increased the likelihood of a hike in interest rates which adversely affected long U.S. bonds and notes positions. Long positions in corn, soybean by-products and wheat were unprofitable. Despite a rise in international demand for grains and historically low reserves, grain prices fell as higher rainfall benefited growing conditions in the Midwest. In mid-July, the major world currencies reversed an upward trend and the U.S. dollar declined following a drop in the U.S. stock market. German mark, Japanese yen and Swiss franc positions were unprofitable. In the energy markets, profits in heating oil and light crude oil were offset by losses in natural gas futures. Natural 9 gas prices had been on the upswing due to higher demand and drained reserves, yet prices fell in July as reserves were replenished and prospects for additional supplies increased. In the tropical products sector, losses in long coffee and cocoa positions were incurred. Prices declined as a frost in Brazil appeared less likely and the abnormally mild winter increased expectations of crop size. The Trust's performance was positive in the month of August. Profits in the grains, energies and financials sectors were offset by losses in the currencies, meats, metals and softs sectors. In the grains sector, positions in soybean by-products were profitable. Early in the month, soy complex prices staged a technical recovery and advanced further during August as the USDA estimated a 9% decline in the soybean harvest compared to the prior year. In the energies sector, positions in heating oil, light crude oil and unleaded gas were profitable as supplies remained tight and demand strong during the month. In the financials sector, long Japanese and Australian bond positions were profitable. Japanese bond prices rose during the month on indications of slow economic recovery in Japan and a lessening of investor concern about near-term tightening in monetary policy. Prices moved up sharply when the Bank of Japan published the Tankan, its quarterly survey of short-term economic prospects. This index of business confidence showed its first decline in a year. In the currencies sector, positions in the German mark, Swiss franc and Japanese yen were unprofitable as prices reversed in the foreign exchange markets. In the metals sector, the Trust incurred losses in gold and silver positions. In the meats sector, losses were also incurred in new hogs and porkbellies positions. The Trust's performance was positive in the month of September. Profits in the financials, energies, stock indices, currencies and meats sectors offset losses in the grains, softs and metals sectors. In the financials sector, positions in German, French, Japanese and Australian bond positions were profitable. Bond prices rose in Europe, particularly in Germany and France, as economic conditions remained slow and monetary policies were accomodative to lower interest rates. In the energies sector, tight supplies in relation to market demand caused crude oil futures to gain value, proving profitable for the Trust's heating oil, light crude oil and unleaded gas positions. In the stock indices sector, positions in the S&P 500 index were profitable. In the currencies sector, German mark, Japanese yen and Swiss franc positions profited from the rising value of the dollar, in particular the Japanese yen and the Swiss franc. In the meats sector, gains were made in cattle and live hog positions. In the softs sector, losses were incurred in cotton, coffee, sugar and cocoa positions, as the coffee market reversed direction during the month. Interest income is earned on the equity balances held at PSI and, therefore, varies monthly according to interest rates, trading performance, contributions and redemptions. Interest income was approximately $348,000 and $232,000 for the period from May 1, 1996 through September 30, 1996 and the three months ended September 30, 1996. Commissions are calculated on the Trust's net asset value at the beginning of each month and, therefore, vary according to trading performance, contributions and redemptions. Commissions for the period from May 1, 1996 through September 30, 1996 and the three months ended September 30, 1996 were approximately $539,000 and $356,000. All trading decisions for the Trust are made by Willowbridge Associates Inc., the Trading Manager. Management fees are calculated on the Trust's net asset value at the end of each month and, therefore, are affected by trading performance, contributions and redemptions. Management fees for the period from May 1, 1996 through September 30, 1996 and the three months ended September 30, 1996 were approximately $208,000 and $140,000. Incentive fees are based on the New High Net Trading Profits generated by the Trading Manager, as defined in the Advisory Agreement between the Trust, the Managing Owner and the Trading Manager. No incentive fees were earned during the period from May 1, 1996 through September 30, 1996. 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings--There are no material legal proceedings pending by or against the Registrant or the Managing Owner 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. (a) Exhibits-- 3.1 and 4.1--Second Amended and Restated Declaration of Trust and Trust Agreement of the Registrant dated as of December 14, 1995 (incorporated by reference to Exhibit 3.1 to 4.1 to the Registrant's Registration Statement on Form S-1, File No. 33-80443, dated as of December 14, 1995) 4.2--Subscription Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, File No. 33-80443, dated as of December 14, 1995) 4.3--Request for Redemption (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1, File No. 33-80443, dated as of December 14, 1995) 27.1--Financial Data Schedule (filed herewith) (b) Reports on Form 8-K--None 11 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 thereunto duly authorized. WILLOWBRIDGE STRATEGIC TRUST By: Prudential Securities Futures Management Inc. A Delaware corporation, Managing Owner By: /s/ Steven Carlino Date: November 14, 1996 - --------------------------------------------- Steven Carlino Vice President Chief Accounting Officer for the Registrant 12