UNITED STATES 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 JUNE 30, 2002 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: ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. (Exact name of registrant as specified in its charter) ILLINOIS 36-4368292 (State of organization) (I.R.S. Employer Identification No.) BEELAND MANAGEMENT COMPANY, LLC GENERAL PARTNER 1000 HART ROAD, SUITE 210 (847) 304-0450 BARRINGTON, ILLINOIS 60010 (Registrant's telephone (Address of principal executive offices) number, including area code) 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 PART I--FINANCIAL INFORMATION ITEM 1. Financial Statements. a) Accountants Review Report b) Income Statement for the Three Months and Six Months Ended June 30, 2002. c) Balance Sheet as of June 30, 2002 and December 31, 2001 d) Statement of Changes in Partner's Equity for the Six Months Ended June 30, 2002. e) Notes to Financial Statements ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. PART II--OTHER INFORMATION ITEM 1. Legal Proceedings. ITEM 6. Exhibits and Reports on Form 8-K (ss. 249.308 of this chapter). ITEM 7. Exhibit 99 PART I--FINANCIAL INFORMATION ITEM 1. Financial Statements. ACCOUNTANT'S REVIEW REPORT To the Partners of Rogers International Raw Materials Fund, L.P. (A Limited Partnership): We have reviewed the accompanying balance sheet of Rogers International Raw Materials Fund, L.P. as of June 30, 2002 and related statements of income and retained earnings for the six months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in the financial statements is the representation of the management of Rogers International Raw Materials Fund, L.P. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made in the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. /s/ Vorisek & Company, LLC Vorisek & Company, LLC Certified Public Accountants McHenry, IL August 2, 2002 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. INCOME STATEMENT For The Three Months And Six Months Ended June 30, 2002 (Unaudited) REVENUE 3 m/e 6 m/e 6/30/2002 6/30/2002 --------- --------- Realized net trading gain $ 409,883 $ 731,001 Realized (loss) on securities (24,331) (35,881) Change in unrealized net trading gain (254,719) 153,335 Change in unrealized gain on securities 53,172 24,175 Foreign exchange gain 3,927 4,280 Interest income - securities 56,962 104,712 Interest income 4,891 8,436 --------- --------- Total Revenue 249,785 990,058 --------- --------- EXPENSE Commissions 14,354 22,438 Management fees 36,018 64,388 Administrative fees 25,428 47,621 Amortization expense -- 21,566 --------- --------- Total Expense 75,800 156,013 --------- --------- Net Income $ 173,985 $ 834,045 ========= ========= ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. BALANCE SHEET June 30, 2002 and December 31, 2001 (Unaudited) 6/30/2002 12/31/2001 --------- ---------- ASSETS Cash at bank $ 398,400 $ 144,853 Cash at broker 612,902 727,344 Investment in securities 5,678,750 4,100,000 Unrealized net trading gain 182,590 29,255 Interest receivable - securities 81,226 32,500 Subscriptions receivable -- 35,000 Organizational costs (net of accumulated amortization) -- 21,566 ---------- ---------- Total Assets $6,953,868 $5,090,518 ========== ========== LIABILITIES Commissions payable $ 2,707 $ 6,141 Accrued management fees 12,580 19,187 Administrative fees payable 26,444 17,000 Organizational costs payable 2,333 145,487 Pending additions 90,000 -- ---------- ---------- Total Liabilities 134,064 187,815 ---------- ---------- PARTNERSHIP EQUITY Limited Partners Equity 6,819,804 4,902,703 ---------- ---------- Total Liabilities and Partnership Equity $6,953,868 $5,090,518 ========== ========== ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF CHANGES IN PARTNERS' EQUITY For The Six Months Ended June 30, 2002 (Unaudited) 12/31/2001 Equity $ 4,902,703 Additions 1,275,332 Net income 834,045 Withdrawals (192,276) ----------- 6/30/2002 Equity . $ 6,819,804 =========== PER UNIT DATA 6/30/2002 12/31/2001 --------- ---------- Net asset value $ 106.55 $ 92.29 ============ =========== Units outstanding 64,002 53,124 ============ =========== ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. Notes to Financial Statements (Unaudited) In the opinion of management, the accompanying balance sheets and related interim statements of income and changes in partners' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with U.S. generally accepted accounting principles. The Partnership has elected not to provide a statement of cash flows as permitted by Statement of Accounting Standards 102 " Statement of Cash Flows". ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS There are no comparative figures for the previous year as the registrant did not begin business operations until December 2001. NET REVENUES (LOSSES) The realized net trading gains of $695,120 and $385,552 are the results of six months and three months of trading ending June 30, 2002. The realized trading gains include realized losses on securities of $35,881 and $24,331 for the same periods. The interest income includes accrued interest income on securities of $104,712 and $56,962 for the same periods. OPERATING EXPENSES The Fund pays substantial fees and expenses that are described in the annual report filed for the fiscal year ended December 31, 2001. There have been no material changes in the computation of these fees. Organizational Costs for the Fund equaled $364,698 at December 31, 2001. These costs have been amortized over the three-month period ended January 31, 2002. These costs included legal fees, accounting fees and printing costs. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. There are no material changes in the information provided in the annual report for the year ended December 31, 2001. The risks described in that report are summarized below. RISKS RELATING TO COMMODITY TRADING AND MARKETS You may lose all of your investment if futures prices, which are highly unpredictable and volatile, do not increase. The Rogers International Commodity Index is likely to be volatile and could suffer from periods of prolonged decline in value. Because the Rogers International Commodity Index is highly concentrated in energy oriented raw materials, prolonged decline in value in those commodities would have a negative impact on the Fund's performance. Investing in units might not provide the desired diversification of an investor's overall portfolio. Illiquid markets could make it impossible to realize profits or limit losses. The Fund could have its trading disrupted due to the failure of exchanges or clearinghouses or could lose assets deposited with futures commission merchants or brokers. The Fund will trade on foreign exchanges that are less regulated than U.S. markets and are subject to risks that do not always apply to U.S. markets. The trading methodology utilized by the Fund may not be successful under all or any market conditions. Exchange trading limits may require the Fund to liquidate positions at undesirable times, resulting in reduced profitability. RISKS RELATING TO TAX AND OTHER REGULATORY RISKS Regulations governing the futures market may change and could adversely affect the Fund's operations. Since the Fund is not a regulated investment company you will not have the protections provided by statutes regulating those companies. A change in tax laws could adversely affect the tax treatment of an investment in the Fund. PART II--OTHER INFORMATION ITEM 1. Legal Proceedings. None ITEM 6. Exhibits and Reports on Form 8-K (ss.249.308 of this chapter). The Company filed no reports on Form 8-K during the quarter ended June 30, 2002 ITEM 7. Exhibit 99 - Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code FORM OF CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Clyde Harrison, the chief executive officer of Rogers International Raw Materials Fund L.P. certify that (i) the Form 10Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in Form 10Q fairly presents, in all material respects, the financial condition and results of operations of Rogers International Raw Materials Fund L.P. /s/ Clyde Harrison ----------------------- Chief Executive Officer August 12, 2002 FORM OF CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Richard Chambers, the chief financial officer of Rogers International Raw Materials Fund L.P. certify that (i) the Form 10Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in Form 10Q fairly presents, in all material respects, the financial condition and results of operations of Rogers International Raw Materials Fund L.P. /s/ Richard Chambers ----------------------- Chief Financial Officer August 12, 2002 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. Rogers International Raw Materials Fund, L.P. --------------------------------------------- (Registrant) August 12, 2002 /s/ Richard Chambers --------------- -------------------- Date Managing Member of Beeland Management Company, LLC August 12, 2002 /s/ Clyde Harrison --------------- ------------------ Date Managing Member of Beeland Management Company, LLC