<PAGE>   1
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


   (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, 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       0-17737
                      ---------------------------------------------------------


                        Fiduciary Capital Partners, L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



      Delaware                                             86-0653600
-----------------------                                 ----------------
(State of organization)                                 (I.R.S. Employer
                                                        Identification No.)



   410 17th Street            
     Suite 400                
  Denver, Colorado                                              80202
 ---------------------                                        ----------
 (Address of principal                                        (Zip Code)
 executive offices)           


       Registrant's telephone number, including area code (800) 866-7607
                                                          --------------



         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. Yes[X] No [ ].









<PAGE>   2
                       Fiduciary Capital Partners, L.P.
                     Quarterly Report on Form 10-Q for the
                          Quarter Ended June 30, 1997




                               Table of Contents


<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                            <C>
  Part I.         FINANCIAL INFORMATION

                  Item 1.    Financial Statements (unaudited)                    3

                             Schedule of Investments -
                             June 30, 1997                                       3

                             Balance Sheets - June 30, 1997 and
                             December 31, 1996                                   5

                             Statements of Operations for the three
                             months ended June 30, 1997 and 1996                 6

                             Statements of Operations for the six
                             months ended June 30, 1997 and 1996                 7

                             Statements of Cash Flows for the six
                             months ended June 30, 1997 and 1996                 8

                             Statements of Changes in Net Assets for
                             the six months ended June 30, 1997 and
                             for the year ended December 31, 1996                9

                             Selected Per Unit Data and Ratios                   10

                             Notes to Financial Statements                       11

                  Item 2.    Management's Discussion and Analysis
                             of Financial Condition and Results of
                             Operations                                          13


  Part II.        OTHER INFORMATION

                  Item 1.    Legal Proceedings                                   18

                  Item 5.    Other Information                                   18

                  Item 6.    Exhibits and Reports on Form 8-K                    19
</TABLE>









                                       2

<PAGE>   3
                        PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                       FIDUCIARY CAPITAL PARTNERS, L.P.
                                      
                           SCHEDULE OF INVESTMENTS
                                      
                                JUNE 30, 1997
                                 (Unaudited)


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Principal
Amount/                                             Investment          Amortized                    % of Total    
Shares              Investment                         Date               Cost         Value        Investments
------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                              <C>               <C>          <C>
MANAGED COMPANIES:

182,453.91 sh.      Neodata Corporation,
                    10.00% Class A Convertible       12/27/90 &
                    Preferred Stock - Series 2*      09/30/92          $   337,945  $           1
10,607.78 sh.       Neodata Corporation,             12/27/90 &
                    Common Stock*                    09/30/92                    1              1
------------------------------------------------------------------------------------------------------------------------
                                                                           337,946              2        0.0%
------------------------------------------------------------------------------------------------------------------------
27,944 sh.          KEMET Corporation,
                    Common Stock(1)*                 07/11/91                9,905        696,854
------------------------------------------------------------------------------------------------------------------------
                                                                             9,905        696,854        3.7
------------------------------------------------------------------------------------------------------------------------
75,856 sh.          ar accessories group,
                    incorporated, Warrants
                    to Purchase Class B
                    Common Stock(2)*                 07/30/92              104,091              1
27,392 sh.          ar accessories group,
                    incorporated, Class A
                    Common Stock(2)*                 07/30/92              273,920        260,223
------------------------------------------------------------------------------------------------------------------------
                                                                           378,011        260,224        1.4
------------------------------------------------------------------------------------------------------------------------
$6,087,185          Elgin National Industries, Inc.,
                    13.00% Senior Subordinated
                    Notes due 9/01/01(3)             09/24/93            5,991,279      5,991,279
7,119.71 sh.        ENI Holding Corp.,
                    10.00% Preferred Stock
                    due 12/31/01                     09/24/93              711,971        980,146
489.27 sh.          ENI Holding Corp.,
                    Class B Common Stock*            09/24/93               48,927        633,980
510.83 sh.          ENI Holding Corp.,
                    Warrants to Purchase Class B
                    Common Stock*                    09/24/93               51,078        607,222
------------------------------------------------------------------------------------------------------------------------
                                                                         6,803,255      8,212,627       44.0
------------------------------------------------------------------------------------------------------------------------
$1,538,116          LMC Operating Corp.,
                    12.00% Senior Subordinated
                    Revolving Notes
                    due 10/31/00(4)                  11/01/96            1,538,116      1,538,116
260,400 sh.         LMC Operating Corp., 7.00%
                    Cumulative Redeemable
                    Preferred Stock*                 06/10/94            2,596,621      2,596,621
27.28 sh.           LMC Operating Corp.,
                    Common Stock*                    02/09/96              545,599          4,799
52.08 sh.           LMC Credit Corp.,
                    Common Stock*                    02/09/96                    1              1
------------------------------------------------------------------------------------------------------------------------
                                                                         4,680,337      4,139,537       22.1
------------------------------------------------------------------------------------------------------------------------
</TABLE>

             The accompanying notes to financial statements are an
                        integral part of this schedule.

                                       3
<PAGE>   4

                        FIDUCIARY CAPITAL PARTNERS, L.P.

                      SCHEDULE OF INVESTMENTS (CONTINUED)

                                 JUNE 30, 1997
                                  (unaudited)

 
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Principal
Amount/                                            Investment            Amortized                   % of Total
Shares              Investment                        Date                 Cost            Value     Investments
------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                              <C>                   <C>             <C>         <C>
1,608 sh.           Mobile Technology, Inc.,         07/06/94 &
                    Common Stock*                    12/28/94              227,438         45,488

4,272 sh.           Mobile Technology, Inc.,
                    Warrants to Purchase             07/06/94 &
                    Common Stock(5)*                 12/28/94               60,492         10,568
------------------------------------------------------------------------------------------------------------------------
                                                                           287,930         56,056        0.3
------------------------------------------------------------------------------------------------------------------------
$1,460,000          R.B.M. Precision Metal
                    Products, Inc., 13.00%
                    Senior Subordinated
                    Secured Notes due
                    5/24/02(6)                       05/24/95            1,378,853      1,378,853
11,060.6 sh.        R.B.M. Precision Metal
                    Products, Inc., Warrants
                    to Purchase Common Stock*        05/24/95               82,955         82,955
------------------------------------------------------------------------------------------------------------------------
                                                                         1,461,808      1,461,808        7.8
------------------------------------------------------------------------------------------------------------------------
$3,934,080          Atlas Environmental, Inc.,
                    13.50% Senior Subordinated
                    Secured Notes due 1/19/03(7)*    01/25/96            3,819,626        965,103
407,659 sh.         Atlas Environmental, Inc.,
                    Warrants to Purchase
                    Common Stock(8)*                 01/25/96               40,766              1
------------------------------------------------------------------------------------------------------------------------
                                                                         3,860,392        965,104        5.2
------------------------------------------------------------------------------------------------------------------------
     Total Investments in Managed Companies (87.0% of net assets)       17,819,584     15,792,212       84.5
------------------------------------------------------------------------------------------------------------------------
TEMPORARY INVESTMENTS:

$2,900,000          Ford Motor Credit
                    Corporation, 5.24%
                    Notes due 7/02/97                06/18/97            2,899,579      2,899,579
------------------------------------------------------------------------------------------------------------------------
     Total Temporary Investments (16.0% of net assets)                   2,899,579      2,899,579       15.5
------------------------------------------------------------------------------------------------------------------------
     Total Investments (103.0% of net assets)                          $20,719,163    $18,691,791      100.0%    
========================================================================================================================
</TABLE>

(1)   The KEMET Corporation common stock trades on the NASDAQ National Market
      System.

(2)   Amity Leather Products Co. changed its corporate name to ar accessories
      group, incorporated during 1996.

(3)   The notes will amortize in eight equal quarterly installments of $760,898
      commencing on November 30, 1999.

(4)   The Fund has committed to provide up to $1,967,040 of subordinated debt
      financing pursuant to the terms of these notes.

(5)   The warrants have exercise prices of $20.00 per share (1,281 shares) and
      $35.00 per share (2,991 shares).

(6)   The notes will amortize in three equal annual installments of $486,667
      commencing on May 24, 2000.

(7)   The notes will amortize in five equal annual installments of $786,816
      commencing on January 19, 1999. The accrual of interest on the notes was
      discontinued by the Fund effective April 20, 1996.

(8)   The Atlas Environmental, Inc. common stock trades over the counter on a
      limited basis with quotations provided via the OTC Bulletin Board. The
      warrants have an exercise price of $8.00 per share.

 *    Non-income producing security.


             The accompanying notes to financial statements are an
                        integral part of this schedule.

                                       4





<PAGE>   5
                        FIDUCIARY CAPITAL PARTNERS, L.P.

                                 BALANCE SHEETS

                      JUNE 30, 1997 AND DECEMBER 31, 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                    1997            1996
                                                ------------    ------------
<S>                                             <C>             <C>         
ASSETS:

   Investments:
     Portfolio investments, at value:
       Managed companies (amortized cost -
         $17,819,584 and $17,244,123,
         respectively)                          $ 15,792,212    $ 16,560,005
     Temporary investments, at amortized cost      2,899,579       3,797,256
                                                ------------    ------------
       Total investments                          18,691,791      20,357,261
   Cash and cash equivalents                         232,555         272,543
   Accrued interest receivable                       124,725         113,809
   Other assets                                       45,662           7,648
                                                ------------    ------------
     Total assets                               $ 19,094,733    $ 20,751,261
                                                ============    ============

LIABILITIES:

   Payable to affiliates (Notes 2, 3 and 4)     $     61,778    $     52,655
   Accounts payable and accrued liabilities          485,133         479,745
   Distributions payable to partners                 393,690         393,690
                                                ------------    ------------

     Total liabilities                               940,601         926,090
                                                ------------    ------------

COMMITMENTS AND CONTINGENCIES (Note 5)

NET ASSETS:

   Managing General Partner                          (41,222)        (24,512)
   Limited Partners (equivalent to $14.01
     and $15.28, respectively, per limited
     partnership unit based on 1,299,176
     units outstanding)                           18,195,354      19,849,683
                                                ------------    ------------

       Net assets                                 18,154,132      19,825,171
                                                ------------    ------------

         Total liabilities and net assets       $ 19,094,733    $ 20,751,261
                                                ============    ============
</TABLE>



             The accompanying notes to financial statements are an
                  integral part of these financial statements.

                                       5

<PAGE>   6
                        FIDUCIARY CAPITAL PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)



<TABLE>
<CAPTION>
                                                           1997          1996
                                                        ---------     ---------
<S>                                                     <C>           <C>      
INVESTMENT INCOME:

   Income:
     Interest                                           $ 336,462     $ 496,579
                                                        ---------     ---------

       Total investment income                            336,462       496,579
                                                        ---------     ---------


   Expenses:
     Investment advisory fees (Note 2)                     44,135        41,888
     Professional fees                                     22,957        35,092
     Fund administration fees (Note 3)                     35,842        35,842
     Administrative expenses (Note 3)                      20,277        20,277
     Independent General Partner fees
       and expenses (Note 4)                               11,023        13,625
     Other expenses                                         7,099        14,449
                                                        ---------     ---------

       Total expenses                                     141,333       161,173
                                                        ---------     ---------

NET INVESTMENT INCOME                                     195,129       335,406
                                                        ---------     ---------

REALIZED AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:

     Net realized gain on investments                      81,429          --
     Net change in unrealized loss
       on investments                                    (388,403)      (52,061)
                                                        ---------     ---------

          Net loss on investments                        (306,974)      (52,061)
                                                        ---------     ---------

NET (DECREASE) INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                            $(111,845)    $ 283,345
                                                        =========     =========
</TABLE>




             The accompanying notes to financial statements are an
                  integral part of these financial statements.

                                       6

<PAGE>   7
                        FIDUCIARY CAPITAL PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)



<TABLE>
<CAPTION>
                                                        1997            1996
                                                    -----------     -----------
<S>                                                 <C>             <C>        
INVESTMENT INCOME:

   Income:
     Interest                                       $   670,307     $   980,223
                                                    -----------     -----------

       Total investment income                          670,307         980,223
                                                    -----------     -----------


   Expenses:
     Investment advisory fees (Note 2)                   66,414          90,610
     Professional fees                                   75,964          81,624
     Fund administration fees (Note 3)                   71,685          71,685
     Administrative expenses (Note 3)                    40,553          40,553
     Independent General Partner fees
       and expenses (Note 4)                             24,696          31,943
     Other expenses                                      12,831          29,205
                                                    -----------     -----------

       Total expenses                                   292,143         345,620
                                                    -----------     -----------

NET INVESTMENT INCOME                                   378,164         634,603
                                                    -----------     -----------

REALIZED AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:

     Net realized gain (loss) on investments             81,429      (3,539,416)
     Net change in unrealized (loss) gain
       on investments                                (1,343,253)      3,630,760
                                                    -----------     -----------

          Net (loss) gain on investments             (1,261,824)         91,344
                                                    -----------     -----------

NET (DECREASE) INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                        $  (883,660)    $   725,947
                                                    ===========     ===========
</TABLE>



             The accompanying notes to financial statements are an
                  integral part of these financial statements.

                                       7

<PAGE>   8
                        FIDUCIARY CAPITAL PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                        1997           1996
                                                                     -----------    -----------
<S>                                                                  <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net (decrease) increase in net assets resulting from operations   $  (883,660)   $   725,947
   Adjustments to reconcile net (decrease) increase in net
     assets resulting from operations to net cash
     provided by operating activities:
       Accreted discount on portfolio investments                        (20,864)       (27,106)
       Change in assets and liabilities:
         Accrued interest receivable                                     (10,916)       (56,077)
         Other assets                                                    (38,014)           511
         Payable to affiliates                                             9,123        (12,032)
         Accounts payable and accrued liabilities                          5,388         14,678
       Net realized (gain) loss on investments                           (81,429)     3,539,416
       Net change in unrealized loss (gain)
          on investments                                               1,343,253     (3,630,760)
                                                                     -----------    -----------
           Net cash provided by operating activities                     322,881        554,577
                                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of portfolio investments                                    (554,596)    (4,400,998)
   Proceeds from dispositions of portfolio investments                    81,429      1,320,711
   Sale of temporary investments, net                                    897,677      3,498,739
                                                                     -----------    -----------
     Net cash provided by investing activities                           424,510        418,452
                                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions paid to partners                                  (787,379)      (852,875)
                                                                     -----------    -----------
     Net cash used in financing activities                              (787,379)      (852,875)
                                                                     -----------    -----------

NET (DECREASE) INCREASE IN CASH
   AND CASH EQUIVALENTS                                                  (39,988)       120,154

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                                   272,543        200,969
                                                                     -----------    -----------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                                     $   232,555    $   321,123
                                                                     ===========    ===========
</TABLE>









             The accompanying notes to financial statements are an
                  integral part of these financial statements.

                                       8

<PAGE>   9

                        FIDUCIARY CAPITAL PARTNERS, L.P.

                      STATEMENTS OF CHANGES IN NET ASSETS

                     FOR THE SIX MONTHS ENDED JUNE 30, 1997

                    AND FOR THE YEAR ENDED DECEMBER 31, 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                        1997            1996
                                                    ------------    ------------
<S>                                                 <C>             <C>         
Increase in net assets resulting from operations:
   Net investment income                            $    378,164    $    951,907
   Net realized gain (loss) on investments                81,429      (3,948,869)
   Net change in unrealized (loss) gain
     on investments                                   (1,343,253)      2,591,211
                                                    ------------    ------------
       Net decrease in net assets
         resulting from operations                      (883,660)       (405,751)

Repurchase of limited partnership units                     --        (1,719,362)

Distributions to partners from -
   Net investment income                                (378,164)     (1,174,520)
   Realized gain on investments                          (81,429)       (498,482)
   Return of capital                                    (327,786)           --
                                                    ------------    ------------

     Total decrease in net assets                     (1,671,039)     (3,798,115)

Net assets:

   Beginning of period                                19,825,171      23,623,286
                                                    ------------    ------------

   End of period (including no undistributed
     net investment income)                         $ 18,154,132    $ 19,825,171
                                                    ============    ============
</TABLE>






             The accompanying notes to financial statements are an
                  integral part of these financial statements.

                                       9

<PAGE>   10

                        FIDUCIARY CAPITAL PARTNERS, L.P.

                       SELECTED PER UNIT DATA AND RATIOS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                         For the Three Months           For the Six Months
                                                             Ended June 30,               Ended June 30,
                                                       -------------------------     -------------------------
                                                          1997           1996           1997           1996
                                                       ----------     ----------     ----------     ----------
<S>                                                    <C>            <C>            <C>            <C>       
Per Unit Data:

   Investment income                                   $      .26     $      .35     $      .51     $      .69
   Expenses                                                  (.11)          (.11)          (.22)          (.24)
                                                       ----------     ----------     ----------     ----------
     Net investment income                                    .15            .24            .29            .45

   Net realized gain (loss) on investments                    .06           --              .06          (2.49)

   Net change in unrealized (loss) gain
     on investments                                          (.29)          (.04)         (1.02)          2.55

   Distributions declared to partners                        (.30)          (.30)          (.60)          (.60)
                                                       ----------     ----------     ----------     ----------

     Net decrease in net asset value                         (.38)          (.10)         (1.27)          (.09)

       Net asset value:
         Beginning of period                                14.39          16.80          15.28          16.79
                                                       ----------     ----------     ----------     ----------
         End of period                                 $    14.01     $    16.70     $    14.01     $    16.70
                                                       ==========     ==========     ==========     ==========

Ratios (annualized):
   Ratio of expenses to average net assets                   3.07%          2.74%          3.09%          2.93%
   Ratio of net investment income to
     average net assets                                      4.24%          5.69%          4.00%          5.38%

Number of limited partnership units at end of period    1,299,176      1,407,244      1,299,176      1,407,244
</TABLE>




               The accompanying notes to financial statements are
          an integral part of these selected per unit data and ratios.

                                       10

<PAGE>   11
                        FIDUCIARY CAPITAL PARTNERS, L.P.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1997
                                  (unaudited)

1.       GENERAL

         The accompanying unaudited interim financial statements include all
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of FCM Fiduciary Capital Management Company ("FCM"), the Managing
General Partner of the Fund, necessary to fairly present the financial position
of the Fund as of June 30, 1997 and the results of its operations, changes in
net assets and its cash flows for the periods then ended.

         These financial statements should be read in conjunction with the
Significant Accounting Policies and other Notes to Financial Statements
included in the Fund's annual audited financial statements for the year ended
December 31, 1996.


2.       INVESTMENT ADVISORY FEES

         As compensation for its services as investment adviser, FCM receives a
subordinated monthly fee at the annual rate of 1% of the Fund's available
capital, as defined in the Partnership Agreement. Investment advisory fees of
$66,414 were paid by the Fund for the six months ended June 30, 1997.


3.       FUND ADMINISTRATION FEES

         As compensation for its services as fund administrator, FCM receives a
monthly fee at the annual rate of .45% of net proceeds available for
investment, as defined in the Partnership Agreement. Fund administration fees
of $71,685 were paid by the Fund for the six months ended June 30, 1997. FCM is
also reimbursed, subject to various limitations, for administrative expenses
incurred in providing accounting and investor services to the Fund. The Fund
reimbursed FCM for administrative expenses of $40,553 for the six months ended
June 30, 1997.


4.       INDEPENDENT GENERAL PARTNER FEES AND EXPENSES

         As compensation for services rendered to the Fund, each of the
Independent General Partners receives from the Fund and Fiduciary Capital
Pension Partners, L.P., an affiliated fund, (collectively, the "Funds") an
annual fee of $30,000, payable monthly in arrears, together with all
out-of-pocket expenses. Each Fund's allocation of these fees and expenses is
based on the relative number of outstanding Units. Fees and expenses paid by
the Fund for the six months ended June 30, 1997 totaled $24,696.


5.       CONTINGENCIES

         On October 3, 1996, the Fund commenced an adversary proceeding in the
Canadian's Holdings, Inc. ("Canadian's) Chapter 11 bankruptcy case against
Finova Capital Corporation ("Finova"), Benson Selzer and Joseph Eiger. The
complaint sought a declaratory judgment that sales taxes collected by
Canadian's and turned over to Finova were "trust funds" collected by Canadian's
on behalf of various state tax authorities. Through the complaint, the




                                       11
<PAGE>   12
                        FIDUCIARY CAPITAL PARTNERS, L.P.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1997
                                  (unaudited)

Fund objected to Finova's secured claim against Canadian's, which was
guaranteed by Benson Selzer and Joseph Eiger, and sought to recover the sales
tax and certain other amounts for the benefit of Canadian's bankruptcy estate.
As a result of this litigation and the issues involved, the Fund accrued
$429,373 during 1996 for legal costs and possible payments that may be required
to settle the litigation or to fund the payment of Canadian's outstanding sales
tax liabilities. On March 19, 1997, the Bankruptcy Court denied the Fund's
claim. As a result of the Court's decision, the Fund dropped this litigation,
while preserving its rights to pursue litigation against Finova at a later
date.

         FCM believes that any potential liability to the Fund resulting from
 Canadian's outstanding sales tax liabilities will not have any material
 adverse effect on the Fund's financial condition, beyond the reserve that has
 been established.




                                       12
<PAGE>   13


Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1997, the Fund held portfolio investments in eight
Managed Companies, with an aggregate cost of approximately $17.8 million. The
value of these portfolio investments, which were made from net offering
proceeds and the reinvestment of proceeds from the sale of other portfolio
investments, represents approximately 87.0% of the Fund's net assets. When
acquired, these portfolio investments generally consisted of high-yield
subordinated debt, linked with an equity participation or a comparable
participation feature in middle market companies. These securities were
typically issued in private placement transactions and are subject to certain
restrictions on transfer or sale, thereby limiting their liquidity. A number of
the portfolio companies have prepaid their subordinated debt that the Fund
held. In addition, three of the portfolio companies have successfully completed
initial public offerings ("IPOs") of their stock. The Fund has sold the stock
it held in these three companies, except for a portion of its KEMET Corporation
("KEMET") stock.

         As of June 30, 1997, the Fund's remaining assets were invested in
short-term commercial paper. These funds are available to fund follow-on
investments, for distribution to the partners or to fund the annual repurchase
offer.

         Pursuant to the terms of the Fund's periodic unit repurchase policy
that was adopted by the Fund's Limited Partners during 1993, the Fund annually
offers to purchase from its Limited Partners up to 7.5% of its outstanding
Units for an amount equal to the current net asset value per Unit, net of a fee
(not to exceed 2%) to be retained by the Fund to offset expenses incurred in
connection with the repurchase offer. If the number of tendered Units in any
year exceeds 7.5% of the outstanding Units, the Fund's General Partners may
vote to repurchase up to an additional 2% of the outstanding Units. The 1997
repurchase offer will be mailed to the Limited Partners during October 1997.
The actual redemption of tendered Units will occur on November 20, 1997.

         During November 1996, the Fund agreed to provide up to $1,967,040 of
additional subordinated debt to LMC Operating Corp. ("LMC"), of which $983,520
was advanced at that time. The Fund advanced an additional $554,596 during May
and June 1997. This follow-on investment consists of 12% Senior Subordinated
Revolving Notes due October 31, 2000.

         Other assets increased $38,014 from $7,648 at December 31, 1996 to
$45,662 at June 30, 1997. This increase resulted primarily from deferred legal
fees incurred in connection with a proposal pursuant to which the Fund's Units
would be exchanged for shares in a newly-formed Delaware Business Trust that
would operate as a business development company and make investments in the
same manner as the Fund has in the past. The primary reasons for this proposed
exchange would be to provide liquidity to the Fund's investors through the
listing of the shares of the Trust on the American Stock Exchange and
simplified tax reporting.

         There is considerable uncertainty as to whether the exchange will
ultimately be proposed and/or approved. There are numerous business, legal and
regulatory issues which are currently being addressed. Once this analysis is
completed, FCM will be in a position to decide whether or not to pursue the
proposal and solicit the required approvals of the Fund's General Partners and
investors.

         During the six months ended June 30, 1997, the Fund paid cash
distributions pertaining to the fourth quarter of 1996 and the first quarter of
1997, each in the amount of $393,690. The distribution for the second quarter
of 1997 will be paid on August 14, 1997.




                                       13
<PAGE>   14
These quarterly distributions are equal to $.30 per Unit and represent an
annualized rate equal to 6.0% of contributed capital.

         The Fund's investment period ended on December 31, 1995. Although the
Fund is permitted to make additional investments in existing portfolio
companies after 1995, the Fund is no longer permitted to acquire investments in
new portfolio companies. This will impact the amount of the Fund's quarterly
distributions for 1997 and subsequent years because all proceeds from
dispositions or maturities of investments will be distributed to investors,
except to the extent the cash is needed to fund the annual repurchase offer or
to fund any follow-on investments that the Fund may make in existing portfolio
companies.

         See Note 5 to the financial statements for a discussion of litigation
 associated with the Canadian's Chapter 11 bankruptcy case. FCM believes that
 any potential liability to the Fund resulting from Canadian's outstanding
 sales tax liabilities will not have any material adverse effect on the Fund's
 financial condition, beyond the reserve that has been established.


RESULTS OF OPERATIONS


Investment Income and Expenses

         The Fund's net investment income was $195,129 for the three months
ended June 30, 1997 as compared to net investment income of $355,406 for the
corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.24 to $.15 and the ratio of net investment
income to average net assets decreased from 5.69% to 4.24% for the three months
ended June 30, 1997 as compared to the corresponding period of the prior year.

         The Fund's net investment income was $378,164 for the six months ended
June 30, 1997 as compared to net investment income of $634,603 for the
corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.45 to $.29 and the ratio of net investment
income to average net assets decreased from 5.38% to 4.00% for the six months
ended June 30, 1997 as compared to the corresponding period of the prior year.

         Net investment income for both the three and six month periods ended
June 30, 1997 decreased primarily as a result of a decrease in investment
income. The decreases in net investment income were partially offset by
decreases in total expenses.

         Investment income decreased $160,117 and $309,916, or 32.2% and 31.6%,
for the three and six month periods ended June 30, 1997, as compared to the
corresponding periods of the prior year. These decreases resulted primarily
from the Atlas Environmental, Inc. ("Atlas") Chapter 11 bankruptcy filing and
the related decision to discontinue accruing the interest due on the Atlas
notes held by the Fund. The Fund's total investments also decreased as a result
of the Fund's repurchase of 7.68% of its Units during the fourth quarter of
1996.

         Total expenses decreased $19,840 and $53,477, or 12.3% and 15.5%, for
the three and six month periods ended June 30, 1997 as compared to the
corresponding periods of the prior year. These decreases resulted primarily
from decreases in Independent General Partner fees and expenses, professional
fees and other expenses. In addition, for the six months ended June 30, 1997
there was a decrease in investment advisory fees.

         Independent General Partner fees and expenses declined because one of
the Fund's three Independent General Partners resigned and had not yet been
replaced as of June 30, 1997. Professional fees and other expenses decreased
primarily because of legal fees and




                                       14
<PAGE>   15
expenses incurred during the prior year in connection with the Canadian's
bankruptcy proceedings.

         The investment advisory fees paid to FCM decreased primarily as a
result of the direct receipt by FCM of consulting fees from LMC, one of the
Fund's portfolio companies during the first quarter of 1996. Pursuant to the
terms of the Fund's investment advisory agreement with FCM, the investment
advisory fees payable to FCM by the Fund are reduced by the amount of any fees
that FCM receives directly from any of the Fund's portfolio companies.

Net Realized Gain on Investments

         The net realized gain for the three and six month periods ended June
30, 1997 resulted from the recognition of additional gain from the sale of the
Fund's investment in Huntington Holdings, Inc. ("Huntington").

         During December 1995, Huntington entered into a letter of intent,
under the terms of which all Huntington stock would be sold for cash. The sale
was consummated during February 1996. The Fund's share of the actual sales
proceeds totaled $1,511,364, of which $1,320,711 was received during February
1996, with the balance held by the buyer in escrow. A portion of the escrowed
funds was used to pay various transaction expenses and the Fund received
additional distributions of $19,920 and $81,429 during September 1996 and May
1997, respectively. The remaining balance will continue to be held in escrow
until February 1998 to be available to fund any contingent purchase price
adjustments and as collateral for potential claims of the buyer with respect to
representations made by the selling shareholders, including the Fund. The Fund
recognized realized gains of $1,236,821 and $81,429 from this transaction
during 1996 and the second quarter of 1997, respectively. Additional gain will
be recognized if, and when, the Fund actually receives a distribution of any of
the remaining escrowed funds.

Net Unrealized Gain (Loss) on Investments

         FCM values the Fund's portfolio investments on a weekly basis
utilizing a variety of methods. For securities that are publicly traded and for
which market quotations are available, valuations are set by the closing sales,
or an average of the closing bid and ask prices, as of the valuation date.

         Fair value for securities that are not traded in any liquid public
markets or that are privately held are determined pursuant to valuation
policies and procedures that have been approved by the Independent General
Partners and subject to their supervision. There is a range of values that are
reasonable for such investments at any particular time. Each such investment is
valued initially based upon its original cost to the Fund ("cost method"). The
cost method is used until significant developments affecting the portfolio
company provide a basis for use of an appraisal valuation. Appraisal valuations
are based upon such factors as the portfolio company's earnings, cash flow and
net worth, the market prices for similar securities of comparable companies and
an assessment of the portfolio company's future financial prospects. In a case
of unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method is used
only with respect to completed transactions or firm offers made by
sophisticated, independent investors.

         As of December 31, 1996, the Fund had recorded $1,601,626 of
unrealized gain and $2,285,744 of unrealized loss on investments. Therefore, as
of December 31, 1996, the Fund had recorded a total net unrealized loss on
investments of $684,118.





                                       15
<PAGE>   16


         The net increase in unrealized loss on investments during the three
and six month periods ended June 30, 1997 and the cumulative net unrealized
loss on investments as of June 30, 1997, consisted of the following components:

<TABLE>
<CAPTION>
                                         Unrealized Gain (Loss) Recorded
                                         -------------------------------

                                During the Three   During the Six
                                  Months Ended     Months Ended       As of
     Portfolio Company           June 30, 1997     June 30, 1997   June 30, 1997
-----------------------------    ---------------  ---------------  -------------
<S>                              <C>              <C>              <C>          
Neodata                          $       --       $       --       $   (337,944)
KEMET                                 167,665           52,395          686,949
ar accessories                           --           (852,283)        (117,787)
Elgin / ENI                         1,158,996        1,176,796        1,409,372
LMC                                      --               --           (540,800)
MTI                                      --             (5,098)        (231,874)
Atlas                              (1,715,064)      (1,715,064)      (2,895,288)
                                 ------------     ------------     ------------
                                 $   (388,403)    $ (1,343,254)    $ (2,027,372)
                                 ============     ============     ============
</TABLE>

         The Neodata Corporation ("Neodata") stock was written down to a
negligible amount during 1995. The Partnership has consistently valued this
investment based upon a multiple of Neodata's cash flow. Because Neodata's
long-term debt previously provided for the accrual, rather than current
payment, of interest, the company's debt has grown to a level which exceeds the
Fund's valuation.

         KEMET completed an IPO of its common stock during 1992. The stock,
which trades on the NASDAQ National Market System, closed at $24.9375 (an
average of the closing bid and ask prices) on June 30, 1997. This price is up
from the closing prices of $23.0625 on December 31, 1996 and $18.9375 on March
31, 1997. Based on the $24.9375 closing trading price of the common stock, the
27,944 shares of common stock that the Fund held at June 30, 1997 had a market
value of $696,854.

         ar accessories group, incorporated ("AAG") reported significantly
reduced earnings and cash flow from operations for its most recent fiscal year.
In addition, the price earnings ratios of comparable companies in its industry
have declined recently. As a result of these factors, the AAG warrants and
common stock were written down in value by $852,283 at March 31, 1997.

         During June 1997, the Fund received a formal written offer from ENI
Holding Corp. ("ENI") management to repay the Fund's subordinated debt, redeem
the Fund's preferred stock and purchase the Fund's Class B common stock and
warrants. The offer was contingent on management's ability to secure adequate
financing on satisfactory terms. As a result of this offer, the Fund wrote the
Class B common stock and warrants up in value at June 30, 1997 by $1,141,197 to
an amount equal to 80% of the price offered by management. In addition, the ENI
preferred stock is being written up in value quarterly to reflect the amount of
the cumulative 10% preferential dividend that has accrued with respect to the
preferred stock.

         LMC experienced significant operating problems after the Fund acquired
its LMC investment during 1994 and the Fund was involved in a restructuring of
its LMC investment during 1995. In the restructuring, the Fund's existing LMC
subordinated debt and warrants were converted into preferred stock and the Fund
purchased $545,600 of new common stock. As a result of LMC's operational
difficulties and the fact that the Fund's investment was converted from debt
securities to equity securities, the Fund wrote its LMC investment down by
$540,800 during 1995.

         The MTI common stock was written down in value during 1994 based upon
an independent third party valuation of the company that was obtained by MTI's
management. During August 1996, MTI consummated a financial restructuring
pursuant to which a



                                       16

<PAGE>   17
substantial amount of its corporate debt was converted to equity. In the
restructuring, the existing shareholders, including the Fund, received a
reduced number of shares of common stock, along with warrants to purchase
additional common stock. The Fund's valuation of its MTI investment was
increased by $22,990 following the restructuring based upon an analysis of
MTI's earnings and cash flows. The Fund's valuation was reduced by $5,098 at
March 31, 1997 based upon MTI's reported results for 1996.

         The companies that Atlas acquired during 1996 with the proceeds of the
Fund's subordinated debt investment have not performed as well as expected. As
a result, Atlas defaulted on certain financial covenants in its agreements with
its senior lender and with the Fund. The senior lender, the Bank of New York,
reacted to the covenant defaults by limiting Atlas' availability under its
revolving credit facility and by instructing Atlas not to pay the quarterly
interest payments that were due on the Fund's subordinated debt, beginning in
July 1996. In accordance with the intercreditor agreement between the Fund and
the Bank of New York, the bank could block payments on the Fund for up to 180
days.

         During August 1996, Atlas entered into a letter of intent, under the
terms of which some of the company's businesses would be sold for cash. On
November 5, 1996, the purchaser notified Atlas that it wanted to renegotiate
the terms of the transaction, including a reduction in the purchase price.
Atlas management was unable to reach a revised agreement with the purchaser and
Atlas remained in default on its debt. On January 17, 1997, Atlas filed for
Chapter 11 bankruptcy protection. Atlas is currently developing a plan of
reorganization for submission to the bankruptcy court that provides for the
continued operation of its businesses, following a series of strategic asset
acquisitions and dispositions.

         As a result of these developments, the Fund stopped accruing interest
on its Atlas investment effective April 20, 1996 and recorded writedowns of
$1,180,224 and $1,715,064 in the carrying value of the investment during the
fourth quarter of 1996 and the second quarter of 1997, respectively.

         FCM continually monitors both the Fund's portfolio companies and the
markets, and continually evaluates the decision to hold or sell its traded
securities.





                                       17
<PAGE>   18
                           Part II. OTHER INFORMATION


Item 1.  Legal Proceedings

         There are no material legal proceedings pending against the Fund.

         As discussed in prior filings, on October 3, 1996, the Fund commenced
an adversary proceeding in the Canadian's Holdings, Inc. ("Canadian's) Chapter
11 bankruptcy case against Finova Capital Corporation ("Finova"), Benson Selzer
and Joseph Eiger. The complaint sought a declaratory judgment that sales taxes
collected by Canadian's and turned over to Finova were "trust funds" collected
by Canadian's on behalf of various state tax authorities. Through the
complaint, the Fund objected to Finova's secured claim against Canadian's,
which was guaranteed by Benson Selzer and Joseph Eiger, and sought to recover
the sales tax and certain other amounts for the benefit of Canadian's
bankruptcy estate. As a result of this litigation and the issues involved, the
Fund accrued $429,373 during 1996 for legal costs and possible payments that
may be required to settle the litigation or to fund the payment of Canadian's
outstanding sales tax liabilities. On March 19, 1997, the Bankruptcy Court
denied the Fund's claim. As a result of the Court's decision, the Fund dropped
this litigation, while preserving its rights to pursue litigation against
Finova at a later date.

         As discussed in prior filings, a class action lawsuit was filed during
1994 against PaineWebber and a number of its affiliates concerning the sale of
various limited partnership and other direct investment programs, including the
offering of the Units.

         In January 1996, PaineWebber signed a memorandum of understanding with
the plaintiffs in the class action outlining the terms under which the parties
agreed to settle the case. A definitive settlement was agreed to in July 1996
and in March 1997, the District Court approved the settlement as fair and
reasonable. Under the terms of the settlement, PaineWebber agreed to pay $125
million and additional consideration to class members. The investors who had
objected to the settlement have recently appealed the District Court's approval
to the Unites States Court of Appeals for the Second Circuit.

Item 5.  Other Information

         Prior to 1996, the Fund had three Individual General Partners
("IGPs"), Norman J. Peer, Robert H. Arnold and E. Bruce Fredrikson. Mr. Arnold
resigned from his position as an IGP on November 20, 1996. On July 30, 1997,
Messrs. Peer and Fredrikson elected two new IGPs, Mark A. Sargent and Phillip
Siegel. Immediately following the election of the new IGPs, Mr. Peer submitted
his resignation.

         Information regarding the two new IGPs is as follows:

         Mark A. Sargent, age 46, is the Dean and a Professor of Law at
Villanova University School of Law. From 1989 to 1997, he was a Professor of
Law at the University of Maryland School of Law, and served as Associate Dean
from 1995 to 1997. Mr. Sargent is also currently a member of the editorial
boards for several business law publications, a consultant on corporate and
securities law matters, and an arbitrator for disputes in the securities
industry. Mr. Sargent has a bachelors degree from Wesleyan University, a
masters degree in history from Cornell University and a J.D. degree from
Cornell Law School.

         Phillip Siegel, age 54, is a Vice President and Chief Financial
Officer of Health Management Systems, Inc. From 1993 until May 1996, Mr. Siegel
was an independent business consultant. He served as senior executive officer
of Presidential Life Insurance Company from December 1989 until February 1993,
most recently as Senior Vice President. During 1988, Mr. Siegel served as Chief
Operating Officer and Chief Financial Officer of Sherwood Group and Sherwood
Securities. From 1972 through 1987, Mr. Siegel served in



                                       18
<PAGE>   19


various senior executive capacities for the American subsidiary of Reuters
Limited, PLC, including as Vice President for Acquisitions, as Vice President
and General Counsel, and as the senior financial officer. Mr. Seigel is a
director of WestPoint Stevens, Inc. (and a member of its compensation committee
and chairman of its audit committee).


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits and Reports to be filed:

                  Exhibit No.    Description
                  -----------    -----------

                      11.1       Statement of Computation of Net Investment
                                 Income Per Limited Partnership Unit.

                      19.1       Reports Furnished to Securities Holders.

                      27.1       Financial Data Schedule.


         (b)      The Registrant did not file any reports on Form 8-K during
                  the second quarter of the fiscal year ending December 31,
                  1997.







                                       19
<PAGE>   20

                                   SIGNATURE

         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.


                                 Fiduciary Capital Partners, L.P.
                                 (Registrant)


                                 By: FCM Fiduciary Capital Management Company
                                     Managing General Partner


Date: August 12, 1997                By: /s/ Donald R. Jackson
                                         --------------------------------------
                                         Donald R. Jackson
                                         Chief Financial Officer







                                       20
<PAGE>   21


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                  Description 
-----------                  ----------- 
<S>               <C>                                                  
   11.1           Statement of Computation of Net Investment
                  Income Per Limited Partnership Unit.

   19.1           Reports Furnished to Securities Holders.

   27.1           Financial Data Schedule.
</TABLE>




                                      E-1