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, 1998 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 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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 WILLOWBRIDGE STRATEGIC TRUST - -------------------------------------------------------------------------------- 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 SECURITIES STRATEGIC TRUST (a Delaware Business Trust) STATEMENTS OF FINANCIAL CONDITION (Unaudited) September 30, December 31, 1998 1997 - ---------------------------------------------------------------------------------------------------- ASSETS Equity in commodity trading accounts: Cash $41,053,649 $46,416,620 Net unrealized gain on open commodity positions 3,663,777 2,451,210 Options, at market -- 362,402 ------------- ------------ Net equity 44,717,426 49,230,232 Other receivables 21,786 3,218 ------------- ------------ Total assets $44,739,212 $49,233,450 ------------- ------------ ------------- ------------ LIABILITIES AND TRUST CAPITAL Liabilities Redemptions payable $ 1,127,880 $ 1,385,332 Incentive fees payable 646,724 -- Management fees payable 82,805 123,083 ------------- ------------ Total liabilities 1,857,409 1,508,415 ------------- ------------ Commitments Trust capital Limited interests (402,101.723 and 458,613.680 interests outstanding) 42,457,347 47,217,112 General interests (4,020 and 4,933.397 interests outstanding) 424,456 507,923 ------------- ------------ Total trust capital 42,881,803 47,725,035 ------------- ------------ Total liabilities and trust capital $44,739,212 $49,233,450 ------------- ------------ ------------- ------------ Net asset value per limited and general interest ('Interests') $ 105.59 $ 102.96 ------------- ------------ ------------- ------------ - ---------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements. 2 PRUDENTIAL SECURITIES STRATEGIC TRUST (a Delaware Business Trust) STATEMENTS OF OPERATIONS (Unaudited) Nine months ended Three months ended September 30, September 30, ------------------------------------ -------------------------- 1998 1997 1998 1997 - -------------------------------------------------------------------------------------------------------- REVENUES Net realized gain on commodity transactions $ 1,017,473 $ 1,870,722 $ 7,140,800 $ 151,270 Change in net unrealized gain on commodity positions 1,085,121 (169,114) 3,051,130 (852,064) Interest income 1,473,020 1,625,529 424,076 588,806 ----------------- --------------- ----------- ----------- 3,575,614 3,327,137 10,616,006 (111,988) ----------------- --------------- ----------- ----------- EXPENSES Commissions 2,417,893 2,700,306 571,579 1,014,613 Management fees 880,518 1,049,966 188,032 390,519 Incentive fees 646,724 1,220,889 646,724 6,481 ----------------- --------------- ----------- ----------- 3,945,135 4,971,161 1,406,335 1,411,613 ----------------- --------------- ----------- ----------- Net income (loss) $ (369,521) $ (1,644,024) $ 9,209,671 $(1,523,601) ----------------- --------------- ----------- ----------- ----------------- --------------- ----------- ----------- ALLOCATION OF NET INCOME (LOSS) Limited interests $ (365,588) $ (1,632,429) $ 9,117,563 $(1,509,206) ----------------- --------------- ----------- ----------- ----------------- --------------- ----------- ----------- General interests $ (3,933) $ (11,595) $ 92,108 $ (14,395) ----------------- --------------- ----------- ----------- ----------------- --------------- ----------- ----------- NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL INTEREST Net income (loss) per weighted average limited and general interest $ (.80) $ (3.96) $ 21.63 $ (3.27) ----------------- --------------- ----------- ----------- ----------------- --------------- ----------- ----------- Weighted average number of limited and general interests outstanding 463,449 414,874 425,690 466,518 ----------------- --------------- ----------- ----------- ----------------- --------------- ----------- ----------- - -------------------------------------------------------------------------------------------------------- STATEMENT OF CHANGES IN TRUST CAPITAL (Unaudited) LIMITED GENERAL INTERESTS INTERESTS INTERESTS TOTAL - ----------------------------------------------------------------------------------------------------- Trust capital--December 31, 1997 463,547.077 $47,217,112 $ 507,923 $47,725,035 Contributions 49,726.311 5,359,300 27,000 5,386,300 Net loss -- (365,588) (3,933) (369,521) Redemptions (107,151.665) (9,753,477) (106,534) (9,860,011) ------------- ----------- --------- ----------- Trust capital--September 30, 1998 406,121.723 $42,457,347 $ 424,456 $42,881,803 ------------- ----------- --------- ----------- ------------- ----------- --------- ----------- - ----------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements. 3 PRUDENTIAL SECURITIES STRATEGIC TRUST (a Delaware Business Trust) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (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 Securities Strategic Trust (the 'Trust') as of September 30, 1998 and the results of its operations for nine and the three months ended September 30, 1998. However, the operating results for the interim periods may not be indicative of the results expected for the 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 Trust's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1997. During July 1998, Willowbridge Associates Inc. ('Willowbridge') ceased to serve as a trading manager to the Trust with regard to all trading programs with the exception of its XLIM program, which represented approximately 50% of the Trust's assets. These assets were assigned to a new trading manager, Bridgewater Associates, Inc. ('Bridgewater') who began trading Trust assets on August 26, 1998. The monthly management fee paid to Bridgewater equals .0813% (a .9756% annual rate) of its traded assets as compared to 1/4 of 1% (a 3% annual rate) paid to Willowbridge. The quarterly incentive fees paid to Bridgewater and Willowbridge equal 20% of the New High Net Trading Profits as defined in the Advisory Agreements among the Trust, the Managing Owner and each trading manager. In conjunction with this change, the Trust was renamed Prudential Securities Strategic Trust. B. Related Parties Prudential Securities Futures Management Inc., a wholly owned subsidiary of Prudential Securities Incorporated ('PSI'), is the managing owner of the Trust (the 'Managing Owner'). The Managing Owner and 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. Except for the costs related to brokerage services, PSI or its affiliates pay the costs of these services in addition to costs of organizing the Trust and offering its interests as well as its routine operational, administrative, legal and auditing fees. As described in the Annual Report, all commissions for brokerage services are paid to PSI. The Trust maintains its trading and cash accounts with PSI, the Trust's commodity broker and an affiliate of the Managing Owner. Except for the portion of assets that is deposited as margin to maintain forward currency contract positions, the Trust's assets are maintained either on deposit with PSI or, for margin purposes, with the various exchanges on which the Trust is permitted to trade. PSI credits the Trust monthly with 80% of the interest it earns on the equity in these accounts and retains the remaining 20%. The Trust, acting through its trading managers, executes over-the-counter, spot, forward and/or option foreign exchange transactions with PSI. PSI then engages in back-to-back trading with an affiliate, Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on such transactions. PBGM keeps its prices on foreign currency competitive with other interbank currency trading desks. All over-the-counter currency transactions are conducted between PSI and the Trust pursuant to a line of credit. PSI may require that collateral be posted against the marked-to-market position of the Trust. As of September 30, 1998, a non-U.S. affiliate of the Managing Owner owns 293.003 limited interests of the Trust. C. 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). 4 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. 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 Trust 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 Managing Owner attempts to minimize both credit and market risks by requiring the Trust's trading managers 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 managers 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, 1998 and December 31, 1997, such segregated assets totalled $28,754,403 and $42,384,065, respectively. 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 $16,133,874 and $6,852,627 at September 30, 1998 and December 31, 1997, respectively. There are no segregation requirements for assets related to forward trading. As of September 30, 1998, all open futures and options contracts generally mature within one year. As of September 30, 1998 and December 31, 1997, gross contract amounts of open futures, forward and options contracts are: 1998 1997 ------------- ------------- Financial Futures and Options Contracts: Commitments to purchase $ 793,312,025 $ 522,213,105 Commitments to sell 172,831,702 7,592,575 Currency Futures and Options Contracts: Commitments to purchase 145,779,350 101,737 Commitments to sell 30,246,740 74,270,062 Other Futures Contracts: Commitments to purchase 3,866,086 29,375,203 Commitments to sell 9,468 1,551,520 Other Forward Contracts: Commitments to purchase 171,615 939,873 Commitments to sell 251,085 -- 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, forward 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 5 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. At September 30, 1998 and December 31, 1997, the fair values of futures, forward and options contracts were: 1998 1997 --------------------------- --------------------------- Assets Liabilities Assets Liabilities ----------- ----------- ----------- ----------- Futures Contracts: Domestic exchanges Financial $ 3,210,559 $ 116,237 $ 792,100 $ 240,225 Currencies 806,137 920,841 624,975 89 Other 162,955 -- 713,857 1,004,794 Foreign exchanges Financial 1,715,387 955,922 1,621,656 46,687 Other 35,331 102,741 -- 3,123 Forward Contracts: Other 764 171,615 -- 6,460 Options Contracts: Domestic exchanges Financial -- -- 68,002 -- Currencies -- -- 294,400 -- ----------- ----------- ----------- ----------- $ 5,931,133 $ 2,267,356 $ 4,114,990 $ 1,301,378 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- The following table presents the average fair value of futures, forward and options contracts during the nine months ended September 30, 1998 and 1997, respectively. 1998 1997 -------------------------- -------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 787,562 $ 134,009 $ 406,350 $ 35,031 Currencies 814,093 315,517 983,915 206,216 Other 322,124 431,621 898,058 309,928 Foreign exchanges Financial 1,904,090 204,298 291,249 160,998 Other 3,751 28,544 735,114 297,858 Forward Contracts: Currencies 1,465 90 -- -- Other 120,443 190,690 11,410 8 Options Contracts: Domestic exchanges Financial 66,101 -- 21,330 -- Currencies 40,630 -- 2,460 -- Other 4,900 -- 41,871 -- Foreign exchanges Financial 7,201 -- -- -- Other 15,134 -- 45,025 -- ---------- ----------- ---------- ----------- $4,087,494 $ 1,304,769 $3,436,782 $ 1,010,039 ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- 6 The following table presents the average fair value of futures, forward and options contracts during the three months ended September 30, 1998 and 1997, respectively. 1998 1997 -------------------------- -------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $1,389,901 $ 60,775 $ 464,342 $ 23,234 Currencies 696,090 492,384 1,724,134 402,694 Other 132,465 226,164 426,299 221,110 Foreign exchanges Financial 2,118,801 414,203 344,150 121,846 Other 9,377 70,578 561,388 615,353 Forward Contracts: Currencies 3,663 226 -- -- Other 191 258,552 28,525 -- Options Contracts: Domestic exchanges Financial -- -- 53,325 -- Currencies -- -- 6,150 -- Other 12,250 -- 62,771 -- Foreign exchanges Other 9,868 -- 111,335 -- ---------- ----------- ---------- ----------- $4,372,606 $ 1,522,882 $3,782,419 $ 1,384,237 ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- The following tables present the Trust's trading revenues from futures, forward and options contracts during the nine and three months ended September 30, 1998 and 1997, respectively. Nine Months Ended Three Months Ended September 30, September 30, ----------------------------- ----------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------ Futures Contracts: Domestic exchanges Financial $ 1,850,457 $(3,055,444 ) $ 3,689,540 $(2,036,475 ) Currencies (3,540,488) 5,493,527 1,073,196 2,742,479 Other (5,631,904) 1,407,569 (1,601,657) (134,627 ) Foreign exchanges Financial 12,604,230 (2,838,681 ) 7,475,224 (216,087 ) Other 3,303 1,040,851 3,303 (596,192 ) Forward Contracts: Currencies (116,004) -- (116,004) -- Other (1,277,277) 114,100 (177,351) 114,100 Options Contracts: Domestic exchanges Financial (890,181) 123,224 -- (229,634 ) Currencies (722,951) (174,734 ) (66,426) (150,260 ) Other (4,940) (180,197 ) -- (35,816 ) Foreign exchanges Financial (65,754) (14,941 ) -- -- Currencies (48,425) -- (48,425) -- Other (57,472) (213,666 ) (39,470) (158,282 ) ------------ ------------ ------------ ------------ $ 2,102,594 $ 1,701,608 $ 10,191,930 $ (700,794 ) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ 7 PRUDENTIAL SECURITIES 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 were offered monthly at the then current net asset value per Interest until the continuous offering period expired January 31, 1998. Additional contributions made during the continuous offering period totalled $51,242,700. At September 30, 1998, 100% of the Trust's net assets were allocated to commodities 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 managers to abide by various trading limitations and policies. See Note C to the financial statements for a further discussion of the credit and market risks associated with the Trust's futures, forward and options contracts. Redemptions of limited interests for the nine months and three months ended September 30, 1998 were $9,753,477 and $2,642,961, respectively. Redemptions by the Managing Owner recorded for the nine and three months ended September 30, 1998 were $106,534 and $31,159, respectively. Redemptions of limited interests and general interests recorded from commencement of operations, May 1, 1996, through September 30, 1998 were $21,076,549 and $106,534, respectively. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods. The Trust does not have, nor does it expect to have, any capital assets. Year 2000 Risk Investment funds, like financial and business organizations and individuals around the world, depend on the smooth functioning of computer systems. The year 2000, however, holds the potential for a significant disruption in the operation of these systems. Many computer systems in use today cannot distinguish the year 2000 from the year 1900 because of the way in which dates are encoded. This is commonly known as the 'Year 2000 Problem.' The Trust could be adversely affected if computer systems used by it or any third party with whom it has a material relationship do not properly perform date comparisons and calculations concerning dates on or after January 1, 2000, which in turn could have a negative impact on the handling or determination of trades and prices and the services provided to the Trust. The Trust has engaged third parties to perform primarily all of the services it needs. Accordingly, the Trust's Year 2000 Problems, if any, are not its own but those that center on the ability of the Trustee, Managing Owner, Prudential Securities Incorporated, its trading managers and any other third party with whom the Trust has a material relationship (individually, a 'Service Provider,' and collectively, the 'Service Providers') to address and correct problems that may cause their systems not to function as intended as a result of the Year 2000 Problem. 8 The Trust has received assurances from its Managing Owner and Prudential Securities Incorporated that they anticipate being able to continue their operations without any material adverse impact from the Year 2000 Problem. Although other Service Providers, such as the Trust's Trustee and trading managers, have not made similar representations to the Trust, the Trust has no reason to believe that these Service Providers will not take steps necessary to avoid any material adverse impact on the Trust, though there can be no assurance that this will be the case. The costs or consequences of incomplete or untimely resolution of the Year 2000 Problem by the Service Providers, or by governments, exchanges, clearing houses, regulators, banks and other third parties, are unknown to the Trust at this time, but could have a material adverse impact on the operations of the Trust. The Managing Owner will promptly notify the Trust's limited owners in the event it determines that the Year 2000 Problem will have a material adverse impact on the Trust's operations. The Trust has considered various alternatives as a contingency plan. If the Year 2000 Problems are systemic, for example, the federal government, the banking system, exchanges or utilities are affected materially, there may be no adequate contingency plan for the Trust to follow other than to suspend operations. If the Year 2000 Problems are related to one or more of the other Service Providers selected by the Trust, the Trust believes that each such Service Provider is prepared to address any Year 2000 Problems which arise that could have a material adverse impact on the Trust's operations. Results of Operations The net asset value per Interest as of September 30, 1998 was $105.59, an increase of 2.55% from the December 31, 1997 net asset value per Interest of $102.96. Additionally, the net asset value per Interest increased 26.36% during the third quarter. The Trust's trading resulted in a positive return for the third quarter. Gains were seen in the financial and currency sectors. Losses were incurred in the index, grain, metal, energy and soft sectors. The majority of third quarter market movement occurred in the financial and currency sectors. These markets were both influenced by significant world events including the weakness of large Japanese banks and the devaluation of the Russian ruble. These events caused a reevaluation of the outlook on the global economy resulting in falling world stock markets. This drop prompted a flight to safety driving government bond prices higher. As a result, the Trust's long positions in German ten-year, U.S. Treasury, British, Eurodollar and French notional bond positions were profitable. Through the second half of the quarter, the value of the German deutsche mark rose as the U.S. dollar fell, profiting the Trust's long positions. Gains were also achieved in the Canadian dollar and Japanese yen. Stock market volatility led to losses across the Trust's index positions, including the S&P 500, German DAX and Italian FIB 30. During July 1998, Willowbridge ceased to serve as a trading manager to the Trust with regard to all trading programs with the exception of its XLIM program, which represented approximately 50% of the Trust's assets. These assets were assigned to a new trading manager, Bridgewater, who began trading Trust assets on August 26, 1998. As a result, the Trust did not incur commissions or management fees during the period these assets were not allocated for commodities trading. The monthly management fee paid to Bridgewater equals .0813% (a .9756% annual rate) of its traded assets as compared to 1/4 of 1% (a 3% annual rate) paid to Willowbridge. The quarterly incentive fees paid to Bridgewater and Willowbridge equal 20% of the New High Net Trading Profits as defined in the Advisory Agreements among the Trust, the Managing Owner and each trading manager. 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 decreased during the nine and three months ended September 30, 1998 as compared to 1997 by approximately $153,000 and $165,000, respectively. These fluctuations were largely the result of poor trading performance from April 1997 through the second quarter of 1998, declining interest rates during the current year and redemptions offset, in part, by continually increasing asset levels due to contributions made during 1997 and 1998 through January 31 when the continuous offering period expired. 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 decreased during the nine and three months ended September 30, 1998 as compared to 1997 by approximately $282,000 and $443,000, respectively. The effect on the monthly net asset values of poor trading performance from April 1997 through the second quarter of 1998, as well as redemptions, caused a majority of these decreases. 9 The reallocation of assets from Willowbridge to Bridgewater as discussed above also resulted in decreases to commissions. As of September 30, 1998, all trading decisions were made by Willowbridge and Bridgewater (the 'Trading Managers'). Management fees are calculated on the net asset value allocated to each Trading Manager at the end of each month and, therefore, are affected by trading performance, contributions and redemptions. Management fees decreased during the nine and three months ended September 30, 1998 as compared to 1997 by approximately $169,000 and $202,000, respectively, primarily for the same reasons commissions decreased as discussed above. Incentive fees are based on the New High Net Trading Profits generated by the Trading Managers, as defined in the Advisory Agreements between the Trust, the Managing Owner and each Trading Manager. Incentive fees for the nine and three months ended September 30, 1998 were approximately $647,000 as a result of strong trading performance during the third quarter of 1998. Incentive fees for the nine months ended September 30, 1997 were approximately $1,221,000 as a result of strong trading performance during the first quarter of 1997. 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) 10.9-- Advisory Agreement dated August 25, 1998 among the Registrant, Prudential Securities Futures Management Inc. and Bridgewater Associates, Inc. (filed herewith) 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. PRUDENTIAL SECURITIES STRATEGIC TRUST By: Prudential Securities Futures Management Inc. A Delaware corporation, Managing Owner By: /s/ Steven Carlino Date: November 16, 1998 ---------------------------------------- Steven Carlino Vice President Chief Accounting Officer for the Registrant 12