FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 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 0-21286 THE FOUR SEASONS FUND II L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of # 54-1640874 incorporation or organization) (I.R.S. Employer Identification No.) c/o JAMES RIVER MANAGEMENT CORP. 103 Sabot Park Manakin-Sabot, Virginia (Address of principal executive offices) 23103 (Zip Code) (804) 784-4500 Attention: Mr. Paul Saunders (Registrant's telephone number, including area code) Formerly c/o KIDDER PEABODY FUTURES MANAGEMENT CORP. (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or l5(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 X No -1- FORM 10-Q PART 1 ITEM 1 FINANCIAL STATEMENTS THE FOUR SEASONS FUND II L.P. COMBINED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) MAR 31 DEC 31 1997 1996 ------------ ------------ ASSETS: Cash $ 0 $ 0 Net Receivable From Commodity Broker: Receivable For Cash Retained 698,663 718,595 Net Unrealized Gains on (15,714) 28,290 Open Futures Contracts Net Unexpired Option Premiums 30,650 0 Accrued Interest Receivable 2,613 3,058 U.S. Treasury Strip Securities 4,185,055 4,816,886 ------------ ------------ (Cost plus Accrued) TOTAL ASSETS $ 4,901,267 $ 5,566,829 ============ ============ LIABILITIES: Accrued Brokerage Commissions $ 10,766 $ 23,692 Accrued Advisory Fees 4,064 4,603 Accrued Sponsor Fees 3,127 7,145 Other Accrued Expenses 10,748 11,645 Redemptions Payable 2,244,069 595,229 ------------ ------------ 2,272,774 642,314 Minority interest in Trading Company 14,953 13,685 ------------ ------------ TOTAL LIABILITIES 2,287,727 655,999 PARTNERS' CAPITAL: General Partner (86.7171 units - 03/31/97) 88,455 89,423 (86.7171 units - 12/31/96) Limited Partners (2475.4971 units - 03/31/97) 2,525,085 4,821,407 (4675.4971 units - 12/31/96) ------------ ------------ TOTAL PARTNER'S CAPITAL 2,613,540 4,910,830 ------------ ------------ TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 4,901,267 $ 5,566,829 ============ ============ PARTNERSHIP UNITS OUTSTANDING 2,562.214 4,762.214 ============ ============ NET ASSET VALUE PER PARTNERSHIP UNIT $ 1,020.03 $ 1,031.21 ============ ============ The Accompanying Notes Are An Integral Part Of The Financial Statements. FORM 10-Q PART 1 ITEM 1 FINANCIAL STATEMENTS THE FOUR SEASONS FUND II L.P. STATEMENT OF OPERATIONS (UNAUDITED) - FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND DECEMBER 31, 1996. Three months Three months ended 03/31/97 ended 12/31/96 -------------- -------------- REVENUES Trading Profit (Loss) Net realized gains (losses) $ 165,745 $ 309,764 Net option premiums (40,800) (91,050) Net change in unrealized gains on open futures contracts (44,004) (122,382) Net change in unexpired options 30,650 44,025 -------------- ------------- Total Trading Results 111,591 140,357 Gain (loss) on sale of U.S. Treasury Strip Securities 11,063 11,858 Interest income 77,380 88,041 -------------- ------------- Total Revenues 200,034 240,256 EXPENSES Brokerage commissions 31,802 35,544 Management fees 12,480 13,889 Sponsor fees 9,371 10,428 Administrative expenses 7,845 7,326 -------------- ------------- Total Expenses 61,498 67,187 -------------- ------------- INCOME (LOSS) BEFORE ALLOCATION OF MINORITY INTEREST 138,536 173,069 ALLOCATION OF MINORITY INTEREST (1,268) (1,605) -------------- ------------- NET INCOME (LOSS) $137,268 $171,464 ============== ============= Limited Partners 134,768 168,679 General Partner 2,500 2,785 Net income (loss) per unit $28.82 $32.11 The Accompanying Notes Are An Integral Part Of The Financial Statements. FORM 10-Q PART 1 ITEM 1 FINANCIAL STATEMENTS THE FOUR SEASONS FUND II L.P. STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED) - FOR THE THREE MONTHS ENDED MARCH 31, 1997, AND DECEMBER 31, 1996. UNITS OF PARTNERSHIP INTEREST LIMITED PARTNERS GENERAL PARTNER TOTAL PARTNERS' CAPITAL, SEPTEMBER 30, 1996 5,339.430 5,247,956 86,637 5,334,593 Capital Contributions - - - - Capital Withdrawals (577.216) (595,229) - (595,229) Capital Distributions - - - - Net Income - 168,679 2,785 171,464 ---------- ---------- ----------- ---------- PARTNERS' CAPITAL, DECEMBER 31, 1996 4,762.214 4,821,407 89,423 4,910,830 ========== ========== =========== ========== Capital Contributions - - - Capital Withdrawals (2,200.000) (2,244,069) - (2,244,069) Capital Distributions - (187,020) (3,469) (190,489) Net Income - 134,768 2,500 137,268 ---------- ---------- ----------- ---------- PARTNERS' CAPITAL, MARCH 31, 1997 2,562.214 2,525,085 88,454 2,613,539 ========== ========== =========== ========== NET ASSET VALUE PER PARTNERSHIP UNIT: September 30, 1996: Amount $999.09 Units outstanding 5,339.430 December 31, 1996: Amount $1,031.21 Units outstanding 4,762.214 March 31, 1997: Amount $1,020.03 Units outstanding 2,562.214 The Accompanying Notes Are An Integral Part Of The Financial Statements. FORM 10-Q PART 1 ITEM 1 FINANCIAL STATEMENTS THE FOUR SEASONS FUND II L.P. STATEMENT OF CASH FLOWS (UNAUDITED) - FOR THE THREE MONTHS ENDED MARCH 31, 1997. Three months ended 3/31/97 ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 137,268 Adjustments To Reconcile Net Income To Net Cash Used In Operating Activities: Net Change In Unrealized Gains On Futures Contracts 44,004 Net Change In Unrealized Option Premiums (30,650) Accrued Interest From U.S. Treasury Strip Securities (69,433) Gain on Sale of U.S. Treasury Strip Securities (11,063) (Increase) Decrease In Operating Assets: Net Receivable From Commodity Broker For Cash Retained 19,932 Net Receivable From Commodity Broker For Interest Receivable 445 Increase (Decrease) In Operating Liabilities: Accrued Brokerage Commissions (12,926) Accrued Advisory Fees (539) Accrued Sponsor Fees (4,018) Other Accrued Expenses (897) Redemptions Payable 1,648,840 Allocation of Income to Minority Interest 1,268 ---------- Net cash (used in) provided by operating activities 1,584,963 NET CASH FLOWS FROM FINANCING ACTIVITIES Limited Partner Additions - Limited Partner Redemptions (2,244,069) Partner Distributions (190,489) Net cash (used in) provided by financing activities (2,434,558) NET CASH FLOWS FROM INVESTING ACTIVITIES Maturity of U.S. Treasury Strip 192,000 Sale of U.S. Treasury Strip Securities 520,327 ---------- Net cash (used in) provided by investing activities 712,327 NET INCREASE IN CASH - CASH AT BEGINNING OF PERIOD - ---------- CASH AT END OF PERIOD - ========== The Accompanying Notes Are An Integral Part Of The Financial Statements. Form 10-Q Part 1 Item 2 Management's Discussion THE FOUR SEASONS FUND II L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1997: (A) MAR 31 DEC 31 1997 1996 ---------- ---------- PARTNERS' CAPITAL $2,613,540 $4,910,830 Partners' Capital decreased $2,297,290 due primarily to net capital withdrawals of $ 2,244,069 and operating expenses of $ 61,498. The decrease in capital generated by capital withdrawals and operating expenses were offset partially by the appreciation in the value of the U.S. Treasury Strip Securities' interest income of $ 69,433 , realized market gains of $ 11,063 from the sale of Treasury Strip Securities, and from the realized and unrealized trading gains of futures contracts, options on futures contracts, and currency forwards of $ 111,591. Largest gains from futures trading were concentrated in the financial and currency markets, namely the S&P 500, US Dollar Index, and the Swiss franc, Deutsche mark, and Japanese yen futures contracts. Significant trading gains were also attributed to currency forwards. (B) The U.S. Treasury Strip Securities are valued at the lower of cost plus accrued interest or market value. As of March 31, 1997, the market value of the U.S. Treasury Strip Securities is $ 4,195,668 and the value of said securities at cost plus accrued interest is $ 4,185,055 (as shown on the Combined Statement of Financial Condition). As of December 31, 1996, the market value of the U.S. Treasury Strip Securities was $ 4,951,659 and the value of said securities at cost plus accrued interest was $ 4,816,886. EXHIBITS None PART II None 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. THE FOUR SEASONS FUND II L.P. (Registrant) By JAMES RIVER MANAGEMENT CORP. (General Partner) By /s/ Edward M. Jasinski ---------------------- Edward M. Jasinski Director of Fund Administration -9-