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 SEPTEMBER 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 0-21286 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 FORM 10-Q PART 1 ITEM 1 FINANCIAL STATEMENTS THE FOUR SEASONS FUND II L.P. COMBINED STATEMENTS OF FINANCIAL CONDITION September 30, December 31, 1997 1996 -------------------- ------------------- (Unaudited) ASSETS: Cash $ - $ - Net Receivable From Commodity Broker: Receivable For Cash Retained 475,335 717,902 Net Unrealized Gains on 40,196 28,290 Open Futures Contracts Net Unexpired Options Premiums (34,550) - Accrued Interest Receivable 1,295 3,058 Other 831 693 U.S. Treasury Strip Securities (Cost plus Accrued) 2,289,515 4,816,886 ----------------- ----------------- TOTAL ASSETS $ 2,772,622 $ 5,566,829 ================= ================= LIABILITIES: Accrued Brokerage Commissions $ 5,414 $ 23,692 Accrued Advisory Fees 4,536 4,603 Accrued Sponsor Fees 1,756 7,145 Other Accrued Expenses 16,510 11,645 Redemptions Payable 55,499 595,229 ----------------- ----------------- 83,715 642,314 Minority interest in Trading Company 22,497 13,685 ----------------- ----------------- TOTAL LIABILITIES 106,212 655,999 ----------------- ----------------- PARTNERS' CAPITAL: General Partner ( 86.7171 units - 09/30/97) 96,255 89,423 ( 86.7171 units - 12/31/96) Limited Partners (2315.4971 units - 09/30/97) 2,570,155 4,821,407 (4675.4971 units - 12/31/96) ----------------- ----------------- TOTAL PARTNERS' CAPITAL 2,666,410 4,910,830 ----------------- ----------------- TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 2,772,622 $ 5,566,829 ================= ================= PARTNERSHIP UNITS OUTSTANDING 2,402.214 4,762.214 ================= ================= NET ASSET VALUE PER PARTNERSHIP UNIT $ 1,109.98 $ 1,031.21 ================= ================= The accompanying notes are an integral part of these combined 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 AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996. Three months Three months Nine months Nine months ended 09/30/97 ended 09/30/96 ended 09/30/97 ended 09/30/96 -------------- -------------- -------------- -------------- REVENUES : Trading Profit (Loss) : Net realized gains (losses) $ 174,588 $ (16,141) $ 357,004 $ (331,645) Net option premiums 36,249 1,826 (1,357) (4,698) Net change in unrealized gains on open futures contracts (37,191) 116,135 11,906 (10,230) Net change in unexpired options (34,550) (17,025) (34,550) (44,025) ------------- --------------- ------------- ----------- Total Trading Profit (Loss) 139,096 84,796 333,003 (390,599) Gain (loss) on sale of U.S. Treasury Strip Securities 1,644 1,556 10,745 57,561 Interest income 41,575 98,953 161,457 320,482 ------------- --------------- ------------- -------------- Total Revenues (Loss) 182,315 185,304 505,205 (12,556) EXPENSES : Brokerage commissions 17,445 39,362 66,277 130,393 Management fees 6,865 15,665 26,004 50,957 Sponsor fees 5,156 11,760 19,530 38,258 Administrative expenses 6,458 6,223 23,176 25,149 ------------- --------------- ------------- -------------- Total Expenses 35,924 73,009 134,987 244,757 ------------- --------------- ------------- -------------- INCOME (LOSS) BEFORE ALLOCATION OF MINORITY INTEREST 146,391 112,295 370,218 (257,313) ALLOCATION OF MINORITY INTEREST (5,304) (333) (8,812) 8,597 ------------- --------------- ----------- -------------- NET INCOME (LOSS) $ 141,087 $ 111,961 $ 361,406 $ (248,715) ============= =============== ============= ============== Limited Partners $ 136,098 $ 110,422 $ 351,106 $ (245,927) General Partner 4,989 1,539 10,300 (2,788) Net income (loss) per unit $ 58 $ 18 $ 119 $ 32 The accompanying notes are an integral part of the combined 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 NINE MONTHS ENDED SEPTEMBER 30, 1997. UNITS OF PARTNERSHIP LIMITED GENERAL INTEREST PARTNERS PARTNER TOTAL -------------- ---------------- --------------- -------------- PARTNERS' CAPITAL, DECEMBER 31, 1996 4,762.2140 $ 4,821,407 $ 89,423 $ 4,910,830 Capital Withdrawals (2,360.0000) (2,415,337) - (2,415,337) Capital Distributions - (187,020) (3,469) (190,489) Net Income - 351,106 10,300 361,406 -------------- ---------------- --------------- -------------- PARTNERS' CAPITAL, SEPTEMBER 30, 1997 2,402.214 $ 2,570,155 $ 96,255 $ 2,666,410 NET ASSET VALUE PER PARTNERSHIP UNIT: December 31, 1996: Amount $1,031.21 Units outstanding 4,762.214 September 30, 1997: Amount $1,109.98 Units outstanding 2,402.214 The accompanying notes are an integral part of these combined statements. FORM 10-Q PART 1 ITEM 1 FINANCIAL STATEMENTS THE FOUR SEASONS FUND II L.P. STATEMENT OF CASH FLOWS (UNAUDITED) - FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996. Nine months Nine months ended 9/30/97 ended 9/30/96 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 361,406 (248,715) Adjustments To Reconcile Net Income To Net Cash Used In Operating Activities: Net Change In Unrealized Gains On Futures Contracts (11,906) 10,230 Net Change In Unrealized Option Premiums 34,550 44,025 Accrued Interest From U.S. Treasury Strip Securities (146,246) (286,867) Gain on Sale of U.S. Treasury Strip Securities (10,745) (57,561) (Increase) Decrease In Operating Assets: Net Receivable From Commodity Broker For Cash Retained 242,429 818,485 Net Receivable From Commodity Broker For Interest Receivable 1,763 4,379 Increase (Decrease) In Operating Liabilities: Accrued Brokerage Commissions (18,278) (20,185) Accrued Advisory Fees (67) (8,856) Accrued Sponsor Fees (5,389) (6,551) Other Accrued Expenses 4,865 (8,779) Redemptions Payable (539,730) 187,673 Allocation of Income to Minority Interest 8,812 (8,597) ------------ ----------- Net cash (used in) provided by operating activities (439,942) 667,395 ------------ ----------- NET CASH FLOWS FROM FINANCING ACTIVITIES Limited Partner Additions - - Limited Partner Redemptions (2,415,337) (1,894,409) Partner Distributions (190,489) (290,047) ------------ ----------- Net cash used in financing activities (2,605,826) (2,184,456) ------------ ----------- NET CASH FLOWS FROM INVESTING ACTIVITIES Maturity of U.S. Treasury Strip 192,000 291,000 Sale of U.S. Treasury Strip Securities 2,492,362 1,474,776 ------------ ----------- Net cash provided by investing activities 2,684,362 1,765,776 ----------- ----------- NET INCREASE IN CASH - - CASH AT BEGINNING OF PERIOD - - ------------ ----------- CASH AT END OF PERIOD - - ============ =========== The accompanying notes are an integral part of the combined 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 NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996: (A) SEPTEMBER 30, SEPTEMBER 30, 1997 1996 --------- -------- PARTNERS' CAPITAL $2,666,410 $5,334,594 For the nine month period ending September 30, 1997, Partners' Capital decreased $ 2,244,420, due primarily to net withdrawals of $ 2,415,337 and operating expenses of $ 134,987. The decrease in capital resulting from capital withdrawals and operating expenses was partially offset by the appreciation in the value of the U.S. Treasury Strip Securities' interest of $ 146,246 and the realized and unrealized trading gains of futures contracts, options on futures contracts, and currency forwards of $ 333,003. Largest gains in futures trading were concentrated in the financial and currency markets, namely the S&P 500 Index, Deutsche mark, and U.S. Dollar index contracts. In comparison, for the nine month period ended September 30, 1996, Partners' capital decreased $ 2,433,171 due to net withdrawals of $ 1,894,409, operating expenses of $ 244,757, and net trading losses of ($390,599). The appreciation in the U.S. Securities' interest of $ 286,866 as well as the realized trading gain of $ 57,561 due to the partial sales of said securities helped to offset this decrease in capital. Losses from trading during this period were concentrated in the financial markets, namely the 10- year note and U.S. T-Bond contracts. For the three month period ending September 30, 1997, Partners' Capital increased $ 85,588, due to trading gains of $ 139,096 and the appreciation of the U.S Treasury Strip Securities' interest of $ 37,499. Trading profits resulted from futures trading (S&P 500) and currencies (Japanese yen). For the three months ended September 30, 1996, Partner's Capital decreased $ 857,161 due to net withdrawals of $ 969,122 and operating expenses of $ 73,009. Trading gains on futures contracts and currency forwards of $ 84,796 as well as the appreciation of the U.S. Securities' interest of $ 90,433 helped to offset the net decrease in capital for this period. (B) The U.S. Treasury Strip Securities are valued at the lower of cost plus accrued interest or market value. As of September 30, 1997, the cost plus accrued interest value (as shown on the Combined Statement of Financial Condition) of the U.S. Treasury Strip Securities is $ 2,289,515 and the value of said securities at market value is $ 2,376,283. As of December 31, 1996, the value of the U.S. Treasury Strip Securities at cost plus accrued interest was $ 4,816,886 and the market value was $ 4,951,659. 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 Edward M. Jasinski Director of Fund Administration