UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 0-21286
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THE FOUR SEASONS FUND II L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 54-1613165
- -------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o JAMES RIVER MANAGEMENT CORP.
103 Sabot Park
Manakin-Sabot, Virginia 23103
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 578-4500
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
- -------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of the voting and non-voting equity held by non-
affiliates as of February 28, 2001: $1,665,894.
PART I
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Item 1. Business
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(a) General Development of Business
-------------------------------
The Four Seasons Fund II L.P. (the "Partnership") is a limited
partnership organized on February 13, 1992 pursuant to a Limited Partnership
Agreement (the "Limited Partnership Agreement") and under the Delaware Revised
Uniform Limited Partnership Act. The Partnership was funded through an offering
of Units of Limited Partnership Interest ("Units"). Limited Partners are
referred to herein as "Unitholders." The Partnership implements asset
allocation strategies by trading approximately 13% of its original assets in the
futures, forward and options markets through an affiliated limited partnership
(the "Trading Company") of which the Partnership is the sole limited partner,
while maintaining its remaining assets in a guaranteed distribution pool.
The public offering of Units began on approximately September 8, 1992
and was completed on January 31, 1993. The offering was registered under the
Securities Act of 1933, as amended, and Kidder, Peabody & Co. Incorporated acted
as selling agent. A total of 11,226.272 Units were sold to the public during
the public offering.
James River Management Corp. (formerly named Kidder Peabody Futures
Management Corp.) (the "General Partner"), a Delaware corporation, is the
General Partner of the Partnership and, in that capacity, performs various
administrative services. The General Partner was organized in 1992 to serve as a
commodity pool operator. Until January 1, 1995, the General Partner was a
direct wholly-owned subsidiary of Kidder, Peabody Group Inc. and an indirect
wholly-owned subsidiary of General Electric Company. Effective as of such date,
all of the stock of the General Partner was sold to Paul H. Saunders and Kevin
M. Brandt, the senior officers of the General Partner, and the General Partner
is no longer affiliated with Kidder, Peabody & Co. Incorporated or its
affiliates. In connection with such sale, all of the directors of the General
Partner other than Messrs. Saunders and Brandt resigned as directors.
ED&F Man International Inc. acts as the futures commission merchant or
commodity broker (the "Commodity Broker"), although Kidder, Peabody & Co.
Incorporated was the commodity broker until January 30, 1995. The Commodity
Broker is not an affiliate of the General Partner or the Partnership. The
General Partner and the Commodity Broker perform various services related to the
-2-
Partnership pursuant to the Partnership's Limited Partnership Agreement and the
customer agreement with the Commodity Broker. The General Partner's investment
in the Partnership at the outset of trading was $120,000. The General Partner
had $26,967 invested as of December 31, 2000. The General Partner also invested
$20,000 directly into the Trading Company. The General Partner's investment in
the Trading Company was worth $4,566 at December 31, 2000.
RXR Inc., a New York corporation (the "Trading Advisor"), is the
Trading Company's Trading Advisor. The Trading Advisor is not an affiliate of
the Partnership or the General Partner. The Trading Advisor directs the
Partnership's futures, forward and options trading pursuant to an Advisory
Agreement with the Trading Company.
The Trading Advisor receives an incentive fee of 15% of New Trading
Profit achieved by the Trading Company as of the end of each calendar quarter,
and a monthly management fee of 0.0833 of 1% of the Partnership's month-end Net
Assets (1% per annum). New Trading Profits and Net Assets are each determined
pursuant to formulas set forth in the Advisory Agreement.
Brokerage commissions are payable by the Trading Company at a flat
rate of 0.2083 of 1% of the Partnership's month-end Net Assets (2.5% per annum)
plus give-up fees of approximately $2 per round-turn trade. Brokerage
commissions are split between the Commodity Broker, the General Partner and the
Partnership's selling agents.
The Trading Company also pays to the General Partner a sponsor fee of
0.0625 of 1% of the Partnership's month-end Net Assets (0.75% per annum).
At the commencement of trading, the Partnership's assets were
allocated as follows: approximately 18% was invested in the Trading Company and
approximately 82% was invested in United States Treasury Strip Notes as the
Partnership's guaranteed distribution pool. The guaranteed distribution pool is
intended to assure each investor a 4% annual distribution and return of initial
net capital contribution at the end of the Partnership's approximately 10-year
time horizon.
The Trading Advisor's trading method is highly systematic and
technical. The Trading Advisor's program has four components, namely stock
index futures, bond futures, managed futures and short-term interest rate
futures. The objective of the trading method is to maintain an optimum asset
mix in a fully diversified portfolio, while integrating a managed futures
component to achieve significant capital gains through speculative trading in
the futures, forward and options markets.
-3-
Regulation
- ----------
Under the Commodity Exchange Act, as amended (the "Act"), commodity
exchanges and futures trading are subject to regulation by the Commodity Futures
Trading Commission (the "CFTC"). The National Futures Association ("NFA"), "a
registered futures association" under the Act, is the only non-exchange self-
regulatory organization for futures industry professionals. The CFTC has
delegated to the NFA responsibility for the registration of "commodity trading
advisors," "commodity pool operators," "futures commission merchants,"
"introducing brokers" and their respective associated persons and "floor
brokers." The Act requires "commodity pool operators," such as the General
Partner, "commodity trading advisors," such as the Trading Advisor, and
commodity brokers or "futures commission merchants," such as the Commodity
Broker, to be registered and to comply with various reporting and recordkeeping
requirements. The General Partner, the Trading Advisor and the Commodity Broker
are all members of NFA. The CFTC may suspend a commodity pool operator's or a
trading advisor's registration if the CFTC finds that its trading practices tend
to disrupt orderly market conditions or in certain other situations. In the
event that the registration of the General Partner as a commodity pool operator
or the Trading Advisor's registration as a commodity trading advisor was
terminated or suspended, the General Partner and the Trading Advisor,
respectively, would be unable to continue to manage the business of the
Partnership. Should the General Partner's registration be suspended,
termination of the Partnership might result.
As members of NFA, the General Partner, the Trading Advisor and the
Commodity Broker are subject to NFA standards relating to fair trade practices,
financial condition and customer protection. As the self-regulatory body of the
futures industry, the NFA promulgates rules governing the conduct of futures
industry professionals and disciplines those professionals which do not comply
with such standards.
In addition to such registration requirements, the CFTC and certain
futures exchanges have established limits on the maximum net long or net short
position which any person may hold or control in particular futures. The CFTC
has adopted a rule requiring all domestic futures exchanges to submit for
approval speculative position limits for all futures contracts traded on such
exchanges. Many exchanges also limit the changes in some futures contract
prices that may occur during a single trading day. The Trading Company may
trade on foreign commodity exchanges which are not subject to regulation by any
United States Government agency.
-4-
(b) Financial Information About Segments
------------------------------------
For financial reporting purposes, the Partnership's business
constitutes only one segment, speculative trading of forward, futures, and
options on futures contracts. The Partnership does not engage in sales of goods
and services. The Partnership's revenue, operating results and total assets for
the years ended December 31, 2000, 1999, 1998, 1997 and 1996 are set forth under
"Item 6. Selected Financial Data." See Exhibit 13(a) containing the Financial
Statements of the Partnership.
(c) Narrative Description of Business
---------------------------------
(1) See Items 1(a) and (b) above.
(i) through (xii) - not applicable.
(xiii) - the Partnership has no employees.
(d) Financial Information About Geographic Areas
---------------------------------------------
The Partnership does not engage in material operations in foreign
countries (although it does trade on foreign exchanges and in foreign currency
futures contracts), nor is a material portion of its revenues derived from
foreign customers. See "Item 1(b). Financial Information About Segments."
------------------------------------
Item 2. Properties
----------
The Partnership does not own any properties. Under the terms of the
Limited Partnership Agreement, the General Partner performs the following
services for the Partnership:
(1) Manages the business of the Partnership. Pursuant to this
authority, the General Partner has entered into an Advisory Agreement with the
Trading Advisor (under which the Trading Advisor has complete discretion with
respect to determination of the Trading Company's trading decisions) and a
Customer Agreement with the Commodity Broker (pursuant to which the Commodity
Broker executes all trades on behalf of the Trading Company based on the
instructions of the Trading Advisor).
(2) Maintains the Partnership's books and records, which Unitholders
or their duly authorized representatives may inspect during normal business
hours for any proper purpose upon reasonable written notice to the General
Partner.
(3) Furnishes each Unitholder with a monthly statement describing the
performance of the Partnership, which sets forth the brokerage commissions,
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management fee, sponsor fee and other expenses incurred or accrued and any
incentive fees allocable to the Trading Advisor for the month.
(4) Forwards annual audited financial statements (including a
statement of financial condition and statement of operations) to each
Unitholder.
(5) Provides to each Unitholder tax information necessary for the
preparation of his/her annual federal income tax return and such other
information as the CFTC may by regulation require.
(6) Performs secretarial and other clerical duties and furnishes
office space, equipment and supplies as may be necessary for supervising the
affairs of the Partnership.
(7) Administers the redemption of Units.
(8) Administers the annual distribution.
Item 3. Legal Proceedings
-----------------
The General Partner is not aware of any pending legal proceedings to
which the General Partner, the Partnership or the Trading Company is a party or
to which any of their respective assets are subject. In the ordinary course of
its business, the Commodity Broker is involved in certain legal actions.
However, no pending proceeding affects the Commodity Broker's ability to provide
its services to the Partnership. None of the Trading Advisor, the General
Partner, the Partnership or the Trading Company has any connection with such
litigation.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
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(a) Market Information. There is no trading market for the Units, and
none is likely to develop. Units are transferable only after written notice has
been given to and approved by the General Partner. Units may be redeemed
effective as of the close of business on the last business day of any calendar
quarter, and only in whole Units, at Net Asset Value per Unit (less any
redemption fee, if applicable, as described below) calculated as of the close of
business (as determined by the General Partner) on the effective date of
redemption. Units redeemed on or prior to the end of the fourth full calendar
-6-
quarter of the Partnership's operations were subject to a redemption charge of
2%, 1% or 0% depending on the amount of selling commissions paid by the
Unitholder. Requests for redemption must be received by the General Partner ten
days before the redemption date. For the year ended December 31, 2000 there were
no redemption charges paid to the Partnership.
Holders. As of December 31, 2000 there were __ holders of Units.
Dividends. The Partnership made a $40 per Unit annual distribution on
February 22, 1999 to Unitholders of record on February 18, 1999 and on March 3,
2000 to Unitholders of record on February 16, 2000. Except for the $40 per Unit
annual distribution, no other dividends have been made or are contemplated.
Securities Sold. None. Items (b) through (f) of item 701 of Regulation S-
K are not applicable.
(b) Not Applicable.
-7-
Item 6. Selected Financial Data
-----------------------
The following is a summary of operations and total assets of the
Partnership for the years ended December 31, 2000, 1999, 1998, 1997 and 1996.
For this purpose, the U.S. Treasury securities held in the guaranteed
distribution pool are valued at the lower of (1) cost plus accrued interest or
(2) market value.
For the Years Ended
- ------------------------------------------------------------------------------------------------------------------------------------
December 31, December 31, December 31, December 31, December 31,
2000 1999 1998 1997 1996
---------- ----------- ----------- ----------- -----------
Revenues:
Gain: (loss) on trading of
Commodities Positions $ 74,920 $ (11,767) $ 217,965 $ 330,164 $ (250,741)
Interest Income 114,351 127,103 152,631 202,467 408,523
Realized gain on U.S. Treasury Strip
Notes 6,847 5,757 34,961 14,148 69,419
---------- ---------- ---------- ---------- ----------
Total revenue 196,118 121,093 405,557 546,779 227,701
Expenses:
Brokerage commissions and fees 46,644 53,748 64,231 83,269 165,938
Management Fees 18,205 21,013 25,243 32,675 64,846
GP Fees 13,674 15,784 18,963 24,536 48,685
Operating Expenses 18,328 23,582 29,198 23,311 32,475
---------- ---------- ---------- ---------- ----------
Total Expenses 96,851 114,127 137,635 163,791 311,944
---------- ---------- ---------- ---------- ----------
Income (loss) before Allocation of
Majority Interest 99,267 6,966 267,922 382,988 (84,243)
Minority Interest operating income
(loss) 537 2,201 (3,228) (7,391) 6,992
---------- ---------- ---------- ---------- ----------
Net income (loss) $ 99,804 $ 9,167 $ 264,694 $ 375,597 $ (77,251)
========== ========== ========== ========== ==========
Net income (loss) allocated to
General Partner 1,482 113 6,060 10,813 (3)
========== ========== ========== ========== ==========
Net income (loss) allocated to
Limited Partners 98,322 9,054 258,634 364,784 (77,248)
========== ========== ========== ========== ==========
Net income (loss) per Unit (for a
Unit outstanding throughout the
year/period) 65.23 4.95 120.71 124.68 (.03)
========== ========== ========== ========== ==========
Total assets $1,817,685 $2,098,462 $2,279,865 $2,724,165 $5,566,829
========== ========== ========== ========== ==========
Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
-------------
Reference is made to "Item 6. Selected Financial Data" and "Item 8.
Financial Statements and Supplementary Data." The information contained therein
is essential to, and should be read in conjunction with, the following analysis.
Liquidity
---------
Most United States commodity exchanges limit fluctuations in some
futures contract prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits." During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a
futures contract has reached the daily limit for that day, positions in that
-8-
contract can neither be taken nor liquidated. Futures prices have occasionally
moved the daily limit for several consecutive days with little or no trading.
Similar occurrences could prevent the Trading Company from promptly liquidating
unfavorable positions and subject the Trading Company to substantial losses
which could exceed the margin initially committed to such trades. In addition,
even if futures prices have not moved the daily limit, the Trading Company may
not be able to execute futures trades at favorable prices if little trading in
such contracts is taking place. Other than these limitations on liquidity,
which are inherent in the Trading Company's futures trading operations, the
Partnership's assets are highly liquid and are expected to remain so.
Capital Resources
-----------------
The Partnership does not intend to raise any additional capital
through borrowing and, because it is a closed-end fund, it cannot sell any more
Units unless it undertakes a new public offering, which would require another
registration with the Securities and Exchange Commission. Due to the nature of
the Partnership's business, it will make no significant capital expenditures and
substantially all of its assets are and will be represented by U.S. Treasury
Strip Notes and investments in futures, forwards and options.
Results of Operations
---------------------
For the year ended December 31, 2000, operating results show a gain of
$99,804 and the Net Asset Value per Unit was $1,187.10. The significant
components of this aggregate gain were increases in the market value and
interest on U.S. Treasury securities. The gain in the market value of zero
coupon Treasury strips in the guaranteed distribution pool totaled $6,847
(combined realized and unrealized); the gain in accrued interest on same
securities equaled $114,351. The net gain on trading in futures and options on
futures was $74,920 (combined realized and unrealized) for the year, with the
largest gains in 10-year Treasury note contracts, U.S. bond contracts , and 5-
year CBOT note contracts. These gains were partially offset by losses generated
in the trading of S&P 500 futures contracts. Other smaller trading gains were
achieved in the energy and currencies sectors, with approximately forty markets
traded overall. The combined gain of these operating activities of $196,118,
less operating expenses of $96,851, plus the allocation of minority interest in
the affiliated Trading Company of $537, equals the total aggregate Partnership
gain of $99,804.
-9-
For the year ended December 31, 1999, operating results show a gain of
$9,167 and the Net Asset Value per Unit was $1,161.87. The significant
components of this aggregate gain were increases in the market value and
interest on U.S. Treasury securities. The gain in the market value of zero
coupon Treasury strips in the guaranteed distribution pool totaled $5,757
(combined realized and unrealized); the gain in accrued interest on same
securities equaled $127,103. The net loss on trading in futures and options on
futures was -$11,767 (combined realized and unrealized) for the year, with the
largest declines in 10-year U.S. T-note contracts, 5-year U.S. T-note contracts
and New Zealand/U.S. dollar cross-rate contracts. These losses were off-set in
significant part by gains in futures trading due to S&P 500 index contracts,
Soybean oil contracts and Euro Currency Unit contracts. The remaining loss was
the net result of smaller trading gains and losses in approximately forty-two
other markets. The combined gain of these operating activities of $121,093,
less operating expenses of $114,127, plus the allocation of minority interest in
the affiliated Trading Company of $2,201, equals the total aggregate Partnership
gain of $9,167.
Operating results showed a gain of $264,694 for the year ended
December 31, 1998, with the Net Asset Value per Unit as of December 31, 1998 at
$1,196.92. The significant components of this aggregate gain were profits on
trading in futures. The net gain on trading in futures and options on futures
was $217,965 (combined realized and unrealized) for the year, with the largest
declines in British pound futures contracts, Australian 3-year bond contracts
and 3-month Canadian Banker's Acceptance contracts, and the most significant
increases due to S&P 500 index contracts, Japanese Government Bond contracts and
5-year U.S. T-note contracts. The remaining gain was the net result of smaller
trading gains and losses in approximately forty-five other markets. The
increase in the market value of zero coupon Treasury strips in the guaranteed
distribution pool totaled $34,961 (combined realized and unrealized); the
increase in accrued interest on same securities was $152,631. The combined gain
of these operating activities of $405,557, less operating expenses of $137,635,
less the allocation of minority interest in the affiliated Trading Company of
($3,228), equals the total aggregate Partnership gain of $264,694.
As disclosed in the Prospectus of the Partnership, there is a risk of
loss inherent in the speculative nature of the futures and options trading
activity. Past performance is not necessarily indicative of future prospects
for profitability. As also disclosed in the Prospectus of the Partnership, the
value of the bonds in the guaranteed distribution pool is subject to interim
declines in market value. However, if an investment in the Partnership is held
to the end of its defined time horizon, thereby allowing all bonds in the
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guaranteed distribution pool to liquidate upon maturity, an investor will
realize an annual 4% distribution plus a full return of his/her initial capital
investment.
Inflation is not a significant factor in the Partnership's
profitability.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not applicable pursuant to the "small business issuer" exemption from
the disclosure requirements of Regulation S-K.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Financial statements required by this Item are included in the Exhibit
13(a) filed herewith.
The following summarized quarterly financial information presents the
results of operations and other data for the three-month periods ended March 31,
June 30, September 30 and December 31, 2000 and 1999. Such information, which
has not been audited, is presented in thousands, except for unit and per unit
data.
First Second Third Fourth
quarter quarter quarter quarter
2000 2000 2000 2000
------- ------- ------- -------
Revenues $ 69 $ (22) $ 29 $ 120
Expenses 27 24 23 23
------ ------- ------ ------
Income (loss) before allocation of minority interest 42 (46) 6 97
Allocation of minority interest -- 1 -- --
------ ------- ------ ------
Net income (loss) $ 42 $ (45) $ 6 $ 97
====== ======= ====== ======
Net assets $1,851 $ 1,694 $1,661 $1,758
====== ======= ====== ======
Partnership units outstanding, end of period 1,616 1,516 1,481 1,481
====== ======= ====== ======
Net asset value per unit, end of period $1,145 $ 1,118 $1,122 $1,187
====== ======= ====== ======
Net income (loss) per unit $23.57 $(27.74) $3.90 $65.50
====== ======= ====== ======
-11-
First Second Third Fourth
quarter quarter quarter quarter
1999 1999 1999 1999
------- ------- ------- -------
Revenues $ 38 $ 36 $ 29 $ 18
Expenses 30 29 28 27
------ ------ ------ ------
Income (loss) before allocation of minority interest 8 7 1 (9)
Allocation of minority interest -- -- 1 1
------ ------ ------ ------
Net income (loss) $ 8 $ 7 $ 2 $ (8)
====== ====== ====== ======
Net assets $2,070 $2,077 $2,065 $2,057
====== ====== ====== ======
Partnership units outstanding, end of period 1,783 1,783 1,771 1,771
====== ====== ====== ======
Net asset value per unit, end of period $1,161 $1,165 $1,166 $1,162
====== ====== ====== ======
Net income (loss) per unit $4.31 $3.92 $1.02 $(4.30)
====== ====== ====== ======
There were no extraordinary, unusual or infrequently occurring items
recognized in any quarter within the two most recent fiscal years, and the
Partnership has not disposed of any segments of its business. There have been no
year-end adjustments that are material to the results of any fiscal quarter
reported above.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Arthur Andersen LLP has served as the Partnership's independent public
accountants since 1995. There have been no changes in or disagreements with the
accountants on accounting or financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
(a,b) Identification of Directors and Executive Officers. The
Partnership and the Trading Company have no directors or executive officers.
There are no "significant employees" of the Partnership or the Trading Company.
The Partnership and the Trading Company are managed by the General Partner. In
January 1995, all directors of the General Partner other than Paul H. Saunders
and Kevin M. Brandt resigned as directors in connection with the sale of the
General Partner to Mr. Saunders and Mr. Brandt. Trading decisions for the
Trading Company are made by the Trading Advisor.
The General Partner is a commodity pool operator registered with the
National Futures Association. The Trading Advisor and its respective principals
-12-
have been trading commodities accounts for investors pursuant to their
respective trading methods for several years.
(c) Identification of Certain Significant Employees. None.
-----------------------------------------------
(d) Family relationships. None.
---------------------
(e) Business Experience. See "Item 1 (a)" and "Item 10 (a,b)" above.
--------------------
(f) Involvement in Certain Legal Proceedings. None.
-----------------------------------------
(g) Promoters and Control Persons. Not applicable.
------------------------------
Item 405 of Regulation S-K is not applicable.
Item 11. Executive Compensation
----------------------
The Partnership and the Trading Company have no directors or officers.
The General Partner performs the services described in "Item 2. Properties"
herein and receives a portion of the brokerage commission and the sponsor fee
described in "Item 1(a) General Development of Business." The General Partner
participates in any appreciation in the net assets of the Partnership in
proportion to its investment. ED&F Man International Inc. acts as the
Partnership's commodity broker pursuant to the Customer Agreement described in
"Item 1(a). General Development of Business."
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The Partnership knows of 6 Unitholders who own beneficially more than
5% of the Units. All beneficial ownership is direct ownership.
Name and Address Number of Units Percentage of Units
---------------- --------------- -------------------
Betty C. LaRoe IRA Rollover 210.89 14.24%
P.O. Box 69
Terrell, TX 75160
James K. LaRoe IRA Rollover 217.82 14.71%
P.O. Box 69
Terrell, TX 75160
Ralph Balcof Separate 100.00 6.75%
Property Trust
P.O. Box 1269
Azusa, CA 91702
-13-
Joyce & Michael Dileo 100.00 6.75%
21 Jefferson Place
Massapequa, NY 11758
Cella, McKeon & Williams 100.00 6.75%
P.O. Box 221
North Haven, CT 06473
Milton L. Shifman Scholarship Trust 100.00 6.75%
U/w/o Milton L. Shifman
111-34 Shearwater Court
Jersey City, NJ 07305
Security Ownership of Management
--------------------------------
Under the terms of the Limited Partnership Agreement, the
Partnership's affairs are managed by the General Partner and the Trading Advisor
has discretionary authority over futures, forward and options trading. The
General Partner owned 22.717 Units valued at $26,967 as of December 31, 2000,
1.53% of the Partnership's total equity. The General Partner also owned a
$4,566 interest in the Trading Company as of such date.
Changes in Control
------------------
None.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
See "Item 1. Business," "Item 2. Properties," "Item 11. Executive
Compensation" and "Item 12. Security Ownership of Certain Beneficial Owners and
Management."
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a)1. Financial Statements (found in Exhibit 13(a))
---------------------------------------------
The required financial statements are included in the 2000 Annual
Report, a copy of which is filed herein as Exhibit 13(a).
(a)2. Financial Statement Schedules
-----------------------------
All Schedules are omitted for the reason that they are not required,
are not applicable, or because equivalent information has been included in the
financial statements or the notes thereto.
-14-
(a)3. Exhibits as required by Item 601 of Regulation S-K
--------------------------------------------------
(3) Articles of Incorporation and By-laws
-------------------------------------
a. Limited Partnership Agreement of the Partnership dated as of
February 13, 1992, amended and restated as of September 8, 1992.
b. Amended and Restated Certificate of Limited Partnership of
the Partnership.
c. Certificate of Amendment to Certificate of Limited
Partnership of the Partnership.
(10) Material Contracts
------------------
a. Advisory Agreement between the Trading Company and RXR Inc.
b. Customer Agreement between the Partnership and Kidder,
Peabody & Co. Incorporated.
c. Guarantee of The RXR Group Inc.
d. Assignment and Assumption Agreement among certain commodity
pools (including the Partnership), Kidder, Peabody Co. Incorporated and ED&F Man
International Inc.
The above exhibits are incorporated herein by reference from the
Registration Statement filed by the Partnership on Form S-1 (Reg. No. 33-45938)
and declared effective as of September 8, 1992, except that (1) the Limited
Partnership Agreement is incorporated by reference from the Prospectus dated
September 8, 1992 filed pursuant to Rule 424(b), (2) the Certificate of
Amendment to Certificate of Limited Partnership of the Partnership is
incorporated by reference from the Partnership's Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 1994 and (3) the Assignment and Assumption
Agreement is incorporated by reference from the Partnership's Annual Report on
10-K for the Fiscal Year Ended December 31,1994.
(13) 2000 Annual Report and Independent Auditors' Report -- filed
herewith as Exhibit 13(a).
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the fourth quarter of 2000.
-15-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE FOUR SEASONS FUND II L.P.
By: James River Management Corp.,
General Partner
By: /s/ PAUL H. SAUNDERS
--------------------
Paul H. Saunders
Chairman and Chief Executive Officer
Date: March 27, 2001
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date indicated.
Signature Title With Registrant Date
--------- --------------------- ----
/s/ PAUL H. SAUNDERS Chairman and Chief March 27, 2001
- -------------------- Executive Officer
Paul H. Saunders (Principal Executive Officer
and Chief Operating Officer)
/s/ KEVIN M. BRANDT President, Treasurer and March 27, 2001
- ------------------- Director (Principal Financial
Kevin M. Brandt and Accounting Officer)
(Being the principal executive officer, the principal financial and
accounting officer, and a majority of the directors of James River Management
Corp.)
JAMES RIVER MANAGEMENT CORP. General Partner March 27, 2001
of Registrant
By: /s/ KEVIN M. BRANDT
-------------------
Kevin M. Brandt
President
-16-
THE FOUR SEASONS FUND II L.P.
2000 FORM 10-K
INDEX TO EXHIBITS
-----------------
EXHIBIT PAGE
------- ----
Exhibit 13(a) 2000 Annual Report and Independent
Auditors' Reports E-1