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 June 30, 1997 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: 0-18418 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 13-3533120 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) One New York Plaza, 14th 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 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) STATEMENTS OF FINANCIAL CONDITION (Unaudited) June 30, December 31, 1997 1996 - ---------------------------------------------------------------------------------------------------- ASSETS Equity in commodity trading accounts: Cash $ 5,762,080 $ 7,947,679 U.S. Treasury bills, at amortized cost 22,336,031 25,015,580 Net unrealized gain on open commodity positions 804,391 658,774 Options, net, at market 25,981 (44,006) ------------- ------------ Total assets $28,928,483 $33,578,027 ------------- ------------ ------------- ------------ LIABILITIES AND PARTNERS' CAPITAL Liabilities Redemptions payable $ 670,604 $ 1,692,233 Management fees payable 120,056 117,811 Due to affiliates 59,541 54,587 Accrued expenses 42,126 49,264 Incentive fees payable 29,589 657,105 ------------- ------------ Total liabilities 921,916 2,571,000 ------------- ------------ Commitments Partners' capital Limited partners (126,106 and 131,697 units outstanding) 27,726,456 30,696,788 General partner (1,274 and 1,331 units outstanding) 280,111 310,239 ------------- ------------ Total partners' capital 28,006,567 31,007,027 ------------- ------------ Total liabilities and partners' capital $28,928,483 $33,578,027 ------------- ------------ ------------- ------------ Net asset value per limited and general partnership unit ('Units') $ 219.87 $ 233.09 ------------- ------------ ------------- ------------ - ---------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements 2 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) STATEMENTS OF OPERATIONS (Unaudited) Six Months Three Months Ended June 30, Ended June 30, -------------------------- -------------------------- 1997 1996 1997 1996 - ------------------------------------------------------------------------------------------------------ REVENUES Net realized gain (loss) on commodity transactions $ (473,141) $1,642,326 $(2,252,501) $1,369,240 Change in net unrealized gain on open commodity positions 148,486 55,792 574,505 (301,569) Interest from U.S. Treasury bills 595,376 543,940 303,009 271,454 ----------- ---------- ----------- ---------- 270,721 2,242,058 (1,374,987) 1,339,125 ----------- ---------- ----------- ---------- EXPENSES Commissions 1,306,445 1,308,385 633,918 622,160 Management fees 551,679 549,180 261,645 261,342 Incentive fees 29,590 47,687 29,590 14,719 General and administrative 94,747 80,030 54,018 20,018 ----------- ---------- ----------- ---------- 1,982,461 1,985,282 979,171 918,239 ----------- ---------- ----------- ---------- Net income (loss) $(1,711,740) $ 256,776 $(2,354,158) $ 420,886 ----------- ---------- ----------- ---------- ----------- ---------- ----------- ---------- ALLOCATION OF NET INCOME (LOSS) Limited partners $(1,694,614) $ 262,777 $(2,330,604) $ 416,676 ----------- ---------- ----------- ---------- ----------- ---------- ----------- ---------- General partner $ (17,126) $ (6,001) $ (23,554) $ 4,210 ----------- ---------- ----------- ---------- ----------- ---------- ----------- ---------- NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT Net income (loss) per weighted average limited and general partnership unit $ (12.99) $ 1.65 $ (18.05) $ 2.81 ----------- ---------- ----------- ---------- ----------- ---------- ----------- ---------- Weighted average number of limited and general partnership units outstanding 131,729 155,791 130,430 149,763 ----------- ---------- ----------- ---------- ----------- ---------- ----------- ---------- - ------------------------------------------------------------------------------------------------------ STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited) LIMITED GENERAL UNITS PARTNERS PARTNER TOTAL - ----------------------------------------------------------------------------------------------------- Partners' capital--December 31, 1996 133,028 $30,696,788 $ 310,239 $31,007,027 Net loss (1,694,614) (17,126) (1,711,740) Redemptions (5,648) (1,275,718) (13,002) (1,288,720) -------- ----------- ----------- ----------- Partners' capital--June 30, 1997 127,380 $27,726,456 $ 280,111 $28,006,567 -------- ----------- ----------- ----------- -------- ----------- ----------- ----------- - ----------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements 3 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 1997 (Unaudited) A. General 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 Prudential-Bache Capital Return Futures Fund 2, L.P. (the 'Partnership') as of June 30, 1997 and the results of its operations for the six and three months ended June 30, 1997 and 1996. However, the operating results for the interim periods may not be indicative of the results expected for a full year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the 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, 1996 (the 'Annual Report'). Certain balances from the prior period have been reclassified to conform with the current financial statement presentation. B. Related Parties Prudential Securities Futures Management Inc. (the 'General Partner') and its affiliates perform services for the Partnership 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. The costs incurred for these services for the six months ended June 30, 1997 and 1996 were: 1997 1996 - --------------------------------------------------------------------------- Commissions $1,306,445 $1,308,385 General and administrative 41,276 34,302 ---------- ---------- $1,347,721 $1,342,687 ---------- ---------- ---------- ---------- The costs incurred for these services for the three months ended June 30, 1997 and 1996 were: 1997 1996 - ----------------------------------------------------------------------- Commissions $633,918 $622,160 General and administrative 12,417 5,902 -------- -------- $646,335 $628,062 -------- -------- -------- -------- The General Partner is a wholly-owned subsidiary of Prudential Securities Incorporated ('PSI'). The Partnership maintains its trading and cash accounts at PSI, the Partnership's commodity broker. Approximately 75% of the net asset value is invested in interest-bearing U.S. Government obligations (primarily U.S. Treasury bills), a significant portion of which is utilized for margin purposes for the Partnership's commodity trading activities. As described in the Annual Report, all commissions for brokerage services are paid to PSI. In connection with the Partnership's interbank transactions, PSI engages in foreign currency forward transactions with the Partnership and an affiliate of PSI who, as principal, attempts to earn a profit on the bid-ask spreads (which must be competitive) on any foreign currency forward transactions entered into between the Partnership and PSI, on the one hand, and PSI and such affiliate on the other. In connection with its trading of foreign currencies in the interbank market, PSI may arrange bank lines of credit at major international banks. To the extent such lines of credit are arranged, PSI does not charge the Partnership for maintaining such lines of credit, but requires margin deposits with respect to forward contract transactions. 4 C. Credit and Market Risk Since the Partnership'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 Partnership's unrealized gain (loss) on open commodity positions reflected on the statements of financial condition. The Partnership's exposure to market risk is influenced by a number of factors including the relationships among the contracts held by the Partnership as well as the liquidity of the markets in which the contracts are traded. 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 Partnership must rely solely on the credit of its broker (PSI) with respect to forward transactions. The Partnership presents unrealized gains and losses on open forward positions as a net amount in the statements of financial condition because it has a master netting agreement with PSI. The General Partner attempts to minimize both credit and market risks by requiring the Partnership's trading managers to abide by various trading limitations and policies. The General Partner 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 General Partner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the trading managers as it, in good faith, deems to be in the best interest of the Partnership. PSI, when acting as the Partnership'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 Partnership all assets of the Partnership relating to domestic futures and options trading and is not to commingle such assets with other assets of PSI. At June 30, 1997 and December 31, 1996, such segregated assets totalled $24,556,183 and $24,078,572, respectively. Part 30.7 of the CFTC regulations also requires PSI to secure assets of the Partnership related to foreign futures and options trading which totalled $4,853,680 and $9,271,094 at June 30, 1997 and December 31, 1996, respectively. There are no segregation requirements for assets related to forward trading. As of June 30, 1997 and December 31, 1996, the Partnership's open futures, forward and options contracts mature within one year. 5 At June 30, 1997 and December 31, 1996, gross contract amounts of open futures, forward and options contracts are: June 30, December 31, 1997 1996 ------------ ------------ Currency Forward Contracts: Commitments to purchase $ 34,376,175 $27,427,116 Commitments to sell $ 22,409,295 $19,223,534 Currency Futures and Options Contracts: Commitments to purchase $ 1,390,707 $ 7,651,893 Commitments to sell $ 2,395,850 $15,877,256 Financial Futures and Options Contracts: Commitments to purchase $458,227,134 $110,757,098 Commitments to sell $ 42,807,350 $ 38,688,741 Other Futures and Options Contracts: Commitments to purchase $ 513,319 -- Commitments to sell $ 17,543,692 $ 320,262 The gross contract amounts represent the Partnership's potential involvement in a particular class of financial instrument (if it were to take or make delivery on an underlying futures, forward or options contract). The gross contract amounts significantly exceed the future cash requirements as the Partnership 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 Partnership 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 Partnership'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 Partnership'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 June 30, 1997 and December 31, 1996, the fair value of open futures, forward and options contracts was: June 30, 1997 December 31, 1996 -------------------------- -------------------------- Fair Value Fair Value -------------------------- -------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 311,713 $ (2,063) $ -- $ (55,900) Currencies 50,651 (3,696) 194,561 (96,820) Other 531,344 (7,045) 313,497 (6,743) Foreign exchanges Financial 468,835 (78,218) 316,218 (238,492) Other 14,250 -- 4,092 -- Forward Contracts: Currencies 285,459 (766,839) 535,753 (307,392) Options Contracts: Domestic exchanges Financial -- (20,663) -- (10,000) Currencies 8,300 (10,925) -- -- Other 51,778 (3,400) -- (23,168) Foreign exchanges Financial 2,265 (1,374) -- (10,838) ---------- ----------- ---------- ----------- $1,724,595 $ (894,223) $1,364,121 $ (749,353) ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- The following table presents the average fair value of futures, forward and options contracts during the six months ended June 30, 1997 and 1996, respectively. Six months ended Six months ended June 30, 1997 June 30, 1996 -------------------------- -------------------------- Average Fair Value Average Fair Value -------------------------- -------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 105,668 $ (20,566) $ 467,057 $ (20,927) Currencies 305,963 (47,179) 343,855 (211,024) Other 261,928 (17,652) 85,594 (47,975) Foreign exchanges Financial 365,258 (157,370) 502,418 (57,497) Other 7,720 (3,680) 319 (6,087) Forward Contracts: Currencies 580,379 (666,353) 794,756 (337,127) Options Contracts: Domestic exchanges Financial -- (18,108) -- -- Currencies 1,186 (59,832) 10,752 (4,582) Other 26,992 (4,537) -- -- Foreign exchanges Financial 6,390 (8,408) -- -- ---------- ----------- ---------- ----------- $1,661,484 $(1,003,685) $2,204,751 $ (685,219) ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- 7 The following table presents the average fair value of futures, forward and options contracts during the three months ended June 30, 1997 and 1996, respectively. Three months ended Three months ended June 30, 1997 June 30, 1996 -------------------------- -------------------------- Average Fair Value Average Fair Value -------------------------- -------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 174,716 $ (8,617) $ 472,228 $ (36,622) Currencies 108,608 (47,476) 296,054 (136,585) Other 175,835 (26,761) 145,461 (16,119) Foreign exchanges Financial 347,566 (199,425) 199,238 (55,429) Other 7,500 (1,391) 558 (10,653) Forward Contracts: Currencies 234,800 (784,932) 877,606 (320,994) Options Contracts: Domestic exchanges Financial -- (24,693) -- -- Currencies 2,075 (19,019) 11,472 (4,534) Other 32,638 (1,163) -- -- Foreign exchanges Financial 11,182 (9,952) -- -- ---------- ----------- ---------- ----------- $1,094,920 $(1,123,429) $2,002,617 $ (580,936) ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- The following table presents the net realized gains (losses) and the change in net unrealized gains/losses of futures, forward and options contracts during the six months ended June 30, 1997 and 1996, respectively. Six months ended June 30, 1997 Six months ended June 30, 1996 ----------------------------------------------- ----------------------------------------------- Change in Change in Net Realized Net Unrealized Net Realized Net Unrealized Gains (Losses) Gains/Losses Total Gains (Losses) Gains/Losses Total -------------- -------------- ----------- -------------- -------------- ----------- Futures Contracts: Domestic exchanges Financial $ (498,088) $ 365,550 $ (132,538) $ 1,358,838 $ (587,831) $ 771,007 Currencies 264,004 (50,786) 213,218 679,828 123,779 803,607 Other 432,842 217,545 650,387 (137,394) 494,080 356,686 Foreign exchanges Financial (412,433) 312,891 (99,542) (1,100,681) (546,496) (1,647,177) Other 23,409 10,158 33,567 (24,496) 1,794 (22,702) Forward Contracts: Currencies (406,663) (709,741) (1,116,404) 792,064 578,704 1,370,768 Options Contracts: Domestic exchanges Financial (404) (27,442) (27,846) -- -- -- Currencies 104,600 (19,404) 85,196 74,167 (8,238) 65,929 Other 82,308 54,766 137,074 -- -- -- Foreign exchanges Financial (62,716) (5,051) (67,767) -- -- -- -------------- -------------- ----------- -------------- -------------- ----------- $ (473,141) $ 148,486 $ (324,655) $ 1,642,326 $ 55,792 $ 1,698,118 -------------- -------------- ----------- -------------- -------------- ----------- -------------- -------------- ----------- -------------- -------------- ----------- 8 The following table presents the net realized gains (losses) and the change in net unrealized gains/losses of futures, forward and options contracts during the three months ended June 30, 1997 and 1996, respectively. Three months ended June 30, 1997 Three months ended June 30, 1996 ----------------------------------------------- ----------------------------------------------- Change in Change in Net Realized Net Unrealized Net Realized Net Unrealized Gains (Losses) Gains/Losses Total Gains (Losses) Gains/Losses Total -------------- -------------- ----------- -------------- -------------- ----------- Futures Contracts: Domestic exchanges Financial $ (48,825) $ 3,687 $ (45,138) $ 955,388 $ (752,000) $ 203,388 Currencies (250,556) 9,928 (240,628) 520,148 (208,919) 311,229 Other 266 505,414 505,680 234,676 506,865 741,541 Foreign exchanges Financial (510,380) 302,746 (207,634) (1,006,083) (61,038) (1,067,121) Other 10,125 12,125 22,250 (24,496) 1,794 (22,702) Forward Contracts: Currencies (1,460,047) (267,145) (1,727,192) 686,357 243,467 929,824 Options Contracts: Domestic exchanges Financial (1,985) (6,615) (8,600) -- -- -- Currencies 37,550 13,560 51,110 3,250 (31,738) (28,488) Other 40,140 26,595 66,735 -- -- -- Foreign exchanges Financial (68,789) (25,790) (94,579) -- -- -- -------------- -------------- ----------- -------------- -------------- ----------- $ (2,252,501) $ 574,505 $(1,677,996) $ 1,369,240 $ (301,569) $ 1,067,671 -------------- -------------- ----------- -------------- -------------- ----------- -------------- -------------- ----------- -------------- -------------- ----------- D. Subsequent Event Effective July 1, 1997, all assets previously managed by Analytic/TSA Capital Management ('TSA') were reallocated to Eclipse Capital Management, Inc. ('Eclipse'). Eclipse receives management fees at the same rate as TSA (a monthly fee on traded assets equal to a 2% annual rate). In addition, Eclipse will earn a quarterly incentive fee equal to 20% of New High Net Trading Profits (as defined in the Advisory Agreement between the Partnership, the General Partner and Eclipse) as compared to 15% paid to TSA. 9 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P. (a limited partnership) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Partnership commenced trading operations on October 6, 1989 with gross proceeds of $101,010,000. After accounting for organizational and offering costs, the Partnership's net proceeds were $99,010,000. At the inception of the Partnership, sixty percent of the net proceeds was allocated to commodities trading activity and forty percent was placed in reserve and invested in investment grade interest-bearing obligations ('Reserve Assets'). On January 3, 1995, the Reserve Assets matured and the resulting proceeds were allocated to commodities trading. At June 30, 1997, 100% of the Partnership's assets are allocated to commodities trading. A significant portion of the net asset value was held in U.S. Treasury bills (which represented approximately 78% of the net asset value prior to redemptions payable) and cash, which are used as margin for the Partnership's trading in commodities. Inasmuch as the sole business of the Partnership is to trade in commodities, the Partnership continues to own such liquid assets to be used as margin. The percentage that U.S. Treasury bills bears to the total net assets varies each day, and from month to month, as the market values of commodity interests change. The balance of the total net assets is held in cash. All interest earned on the Partnership's interest-bearing funds is paid to the Partnership. 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 certain 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 Partnership from promptly liquidating its commodity futures positions. Since the Partnership'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 General Partner attempts to minimize these risks by requiring the Partnership's trading managers to abide by various trading limitations and policies. See Note C to the financial statements for a further discussion on the credit and market risks associated with the Partnership's futures, forwards and options contracts. Redemptions by limited partners recorded for the six and three months ended June 30, 1997 were $1,275,718 and $663,788, respectively. Redemptions by the General Partner recorded for the six and three months ended June 30, 1997 were $13,002 and $6,816, respectively. Redemptions by limited partners and the General Partner from commencement of operations, October 6, 1989, through June 30, 1997 totalled $116,555,700 and $1,723,347, respectively. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods. The Partnership does not have, nor does it expect to have, any capital assets. Effective July 1, 1997, all assets previously managed by TSA were reallocated to Eclipse. Eclipse receives management fees at the same rate as TSA (a monthly fee on traded assets equal to a 2% annual rate). In addition, Eclipse will earn a quarterly incentive fee equal to 20% of New High Net Trading Profits (as defined in the Advisory Agreement between the Partnership, the General Partner and Eclipse) as compared to 15% paid to TSA. Results of Operations The net asset value per Unit as of June 30, 1997 was $219.87, a decrease of 5.67% from the December 31, 1996 net asset value per Unit of $233.09. 10 April's negative performance resulted from losses in the financial, grain, energy and meat sectors. Positions in the currency, soft, metal, energy and stock index sectors were profitable. Global equity markets tracked the downward movement of U.S. bond and stock prices as economic reports seemed to strengthen the argument for another short-term rate increase by the U.S. Federal Reserve Bank during the first two weeks of the month. However, bearish sentiment gave way to exuberance in the second half of April as new data, strong corporate earnings and a budget deal in Washington restored investor confidence. This sharp shift in the interest rate markets incurred losses for the Partnership, as U.S., Australian, Japanese, Canadian, British, German, Italian and French bond positions were unprofitable. In the currency sector, the Partnership benefited from continued trends. There was little to shift the U.S. dollar from its position of strength in world markets. Talk of central bank intervention to stem the dollar's rise against the Japanese yen ruffled the markets throughout the month. However, the dollar continued to rise in the weeks leading up to the meeting of G-7 finance ministers on April 27, 1997, reaching new highs against both the yen and German mark. In the final week of trading, new economic data dampened expectations for a second U.S. rate hike and the dollar sagged against its major counterparts. Positions in Canadian dollar, French franc, Japanese yen and Swiss franc posted gains. In the stock index sector, S&P 500 and Nikkei positions were profitable. In the soft sector, supply concerns continued to push coffee prices upward. Long coffee positions were profitable. May's negative performance resulted from losses in the currency, metal, financial and meat sectors. Positions in the index, soft, energy and grain sectors were profitable. Volatile trading conditions in key currency markets generated losses for the Partnership. With the exception of the Australian dollar, all other currency trading was unprofitable. European currencies were buffeted by upset elections in France and England as well as feuding in Germany over the revaluation of gold reserves. All of these events present serious implications for the prospect of a single European currency. In Japan, officials generated a considerable amount of trading activity as they initially judged the yen too weak against the U.S. dollar and then too strong later in the month. In the metal sector, losses were suffered as gold prices, which had languished for several months, became more volatile reflecting world events. In the soft sector, profits were experienced in coffee and cotton. The Partnership benefited from coffee's continuous upward trend as intermittent labor unrest and heavy rains in major producing countries threatened to reduce already tight inventories. Gains were achieved in the index sector from profitable positions in the Nikkei. June's positive performance resulted from gains in the metal, financial and index sectors. Positions in the currency and soft sectors were unprofitable. In the metal sector, the Partnership profited as gold prices fell to a four year low and the U.S. dollar strengthened, while inflation indicators remained favorable. Positions in both gold and silver were profitable. In the financial sector, continued uncertainty surrounding the European Monetary Union (EMU) benefited bond markets outside and inside the circle of EMU nations. Italian bonds gained on improved prospects for Italy's entry into the EMU. Profits were achieved in U.S. Treasuries, British long gilts, Italian bonds, Eurodollar and Australian bonds. In the currency sector, the Swiss Monetary Authority's determination to keep the franc from appreciating against major currencies succeeded in pushing the price of that currency down. As a result, the Partnership incurred losses in Swiss franc, Japanese yen and German mark, which were slightly mitigated by gains in the British pound and Australian dollar. Interest income from U.S. Treasury bills for the six and three months ended June 30, 1997 increased by approximately $51,000 and $32,000 as compared to the same period in 1996. This increase was due to a greater amount of funds invested in U.S. Treasury bills during early 1997 following a strong 1996 fourth quarter. Commissions are calculated on the net asset value on the first day of each month and, therefore, vary based on monthly trading performance and redemptions. Commissions decreased by approximately $2,000 for the six months ended June 30, 1997, but increased by approximately $11,000 for the three months ended June 30, 1997 as compared to the same periods in 1996. These variances principally reflect the impact of 1996 and 1997 redemptions on the monthly net asset values, offset by strong trading performance in the last quarter of 1996 and early 1997. All trading decisions are currently being made by John W. Henry & Co., Inc., Welton Investment System Corp. ('Welton') and Eclipse (Eclipse replaced TSA effective July 1, 1997 as discussed in Liquidity and Capital Resources above). Management fees are calculated on the net asset value allocated to each trading manager as of the end of each month and, therefore, are affected by trading performance and redemptions. 11 Management fees increased by approximately $2,000 for the six month period ended June 30, 1997 and remained the same for the three months ended June 30, 1997 as compared to the same periods in 1996. Incentive fees are based on the New High Net Trading Profits generated by each trading manager, as defined in the Advisory Agreement between the Partnership, the General Partner and each trading manager. Welton generated sufficient trading profits (despite an overall loss for the Partnership) to earn incentive fees of approximately $30,000 for the six and three months ended June 30, 1997. During the six and three months ended June 30, 1996, trading performance resulted in incentive fees of approximately $48,000 and $15,000, respectively. General and administrative expenses increased by approximately $15,000 and $34,000 for the six and three month periods ended June 30, 1997, respectively, as compared to the same periods in 1996. These expenses include reimbursement of costs incurred by the General Partner on behalf of the Partnership, in addition to accounting, audit, tax and legal fees as well as printing and postage costs related to reports sent to limited partners. 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings--There are no material legal proceedings pending by or against the Registrant or the General Partner. 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 4.1 Agreement of Limited Partnership of the Registrant, dated as of June 8, 1989 as amended and restated as of July 21, 1989 (incorporated by reference to Exhibits 3.1 and 4.1 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 1989) 4.2 Subscription Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, File No. 33-29039) 4.3 Request for Redemption (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1, File No. 33-29039) 10.15 Advisory Agreement, dated July 1, 1997, among the Registrant, Prudential Securities Futures Management Inc. and Eclipse Capital Management, Inc. (filed herewith) 27 Financial Data Schedule (filed herewith) (b) Reports on Form 8-K-- No reports on Form 8-K were filed during the quarter. 13 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 Capital Return Futures Fund 2, L.P. By: Prudential Securities Futures Management Inc. A Delaware corporation, General Partner By: /s/ Steven Carlino Date: August 14, 1997 ---------------------------------------- Steven Carlino Vice President Chief Accounting Officer for the Registrant 14