SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2004
WORLD MONITOR TRUST--SERIES B
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-25787 13-3985041
(Commission File Number) (IRS Employer Identification No.)
Two American Lane
Greenwich, Connecticut 06831
(Address of principal executive offices) (Zip Code)
(203) 861-1000
(Registrant's telephone number, including area code)
One New York Plaza, 13th Floor
New York, New York 10292
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Change in Registrant's Certifying Accountant
On October 1, 2004 and contemporaneously with the change of
control of World Monitor Trust--Series B, a Delaware statutory trust (the
"Registrant"), the new managing owner of the Registrant, Preferred Investment
Solutions Corp., a Connecticut corporation (the "Managing Owner" or "Preferred
Investment"), arranged for the Registrant to engage Arthur F. Bell, Jr. &
Associates, L.L.C. as the Registrant's independent registered public
accounting firm, and dismissed PricewaterhouseCoopers LLP (the "Former
Accountant"). The Former Accountant's term as the Registrant's independent
registered public accounting firm will cease upon completion of procedures
regarding the Registrant's unaudited interim financial statements as of
September 30, 2004 and for the three- and nine-month periods then ended.
The decision to change accountants was determined by the
board of directors of the Managing Owner on behalf of the Registrant.
The Former Accountant's report on the Registrant's financial
statements as of and for the two most recent fiscal years ended December 31,
2003 and 2002 did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. Furthermore, during the Registrant's fiscal years ended
December 31, 2003 and 2002 and through October 1, 2004, the Managing Owner is
not aware of any disagreements between the Registrant and the Former
Accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of the Former Accountant, would have
caused it to make a reference thereto in their reports on the financial
statements of the Registrant for such years. During the fiscal years ended
December 31, 2003 and 2002 and through October 1, 2004, there were no
reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).
Item 5.01. Changes in Control of Registrant
As of October 1, 2004, the Managing Owner acquired from
Prudential Securities Group Inc., a Delaware corporation ("PSG"), all of the
outstanding stock of Prudential Securities Futures Management Inc., a Delaware
corporation ("PSFMI"). Immediately after such acquisition, PSFMI was merged
with and into Preferred Investment.
PSFMI was the sole managing owner of the Registrant.
Accordingly, following Preferred Investment's acquisition of PSFMI and PSFMI's
merger with and into Preferred Investment, Preferred Investment became the
successor managing owner of the Registrant. Pursuant to the Registrant's
Declaration of Trust and Trust Agreement, the Managing Owner manages the
Registrant. The Managing Owner holds the Registrant's general interests. (The
general interest are not a class of equity of the Registrant that is
registered under the Securities Exchange Act of 1934.)
PSFMI held interests in other assets and investments besides
PSFMI's managing owner interest in the Registrant. In this transaction, the
Managing Owner also acquired from PSG all of the outstanding stock of Seaport
Futures Management, Inc., a Delaware corporation ("SFMI"). The purchase price
was negotiated as a single transaction, and not as a series of separate
transactions. The purchase price that the Managing Owner paid PSG for the
PSFMI and SFMI stock did not reflect, and was not limited to, only PSFMI's
interest in the Registrant, and accordingly in this transaction there was not
a separate identifiable purchase price with respect to PSFMI's interest in the
Registrant.
The primary source of funds for the Managing Owner's
acquisition of the PSFMI stock were loans made by European American Investment
Bank and by an individual associated
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with European American Investment Bank. Most of the purchase price was paid at
the closing and funded by the loans. A relatively small portion of the
purchase price will be payable post-closing (and subsequent to the date
hereof), and the Managing Owner anticipates that such post-closing amount may
be funded by the Managing Owner's working capital.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
3(ii) Third Amended and Restated Declaration of Trust and
Trust Agreement, dated as of October 1, 2004.
16 Letter re change in certifying accountant.
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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.
WORLD MONITOR TRUST--SERIES B
Date: October 7, 2004 By: Preferred Investment Solutions Corp.
Its: Managing Owner
By: /s/ Esther E. Goodman
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Name: Esther E. Goodman
Title: Senior Executive Vice President
and Chief Operating Officer
By: /s/ Kenneth A. Shewer
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Name: Kenneth A. Shewer
Title: Chairman