<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       September 30, 1995
                              ------------------------------------------------

                                       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                     0-17738 
                      --------------------------------------------------------


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


                Delaware                                  86-0653603        
      -----------------------------              -------------------------
         (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 Pension Partners, L.P.
                     Quarterly Report on Form 10-Q for the
                        Quarter Ended September 30, 1995



                               Table of Contents


                                                                                

<TABLE>
<CAPTION>
      Part I.        FINANCIAL INFORMATION                                                         Page

      <S>            <C>                                                                            <C>
                     Item 1.    Financial Statements (unaudited)                                    3

                                Schedule of Investments -
                                September 30, 1995                                                  3

                                Balance Sheets - September 30, 1995 and
                                December 31, 1994                                                   6

                                Statements of Operations for the three months
                                ended September 30, 1995 and 1994                                   7

                                Statements of Operations for the nine months
                                ended September 30, 1995 and 1994                                   8

                                Statements of Cash Flows for the nine months
                                ended September 30, 1995 and 1994                                   9

                                Statements of Changes in Net Assets for the
                                nine months ended September 30, 1995 and
                                for the year ended December 31, 1994                                10

                                Selected Per Unit Data and Ratios                                   11

                                Notes to Financial Statements                                       12

                     Item 2.   Management's Discussion and Analysis
                               of Financial Condition and Results of
                               Operations                                                           14


      Part II.       OTHER INFORMATION

                     Item 1.   Legal Proceedings                                                    21

                     Item 6.   Exhibits and Reports on Form 8-K                                     21
</TABLE>





                                       2
<PAGE>   3

                         Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                            SCHEDULE OF INVESTMENTS

                               SEPTEMBER 30, 1995
                                  (unaudited)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Principal
Amount/                                               Investment         Amortized                    % of Total
Shares                 Investment                         Date             Cost            Value      Investments
------------------------------------------------------------------------------------------------------------------------------------
MANAGED COMPANIES:
<S>                    <C>                             <C>                <C>            <C>            <C>
147,678 sh.            Carr-Gottstein Foods Co.,
                       Class B Common Stock(1)*        10/23/90           $ 738,394      $ 841,765
------------------------------------------------------------------------------------------------------------------------------------
                                                                            738,394        841,765       3.3%
------------------------------------------------------------------------------------------------------------------------------------
150,584.07 sh.         Neodata Corporation,
                       10.00% Class A Convertible      12/27/90 &
                       Preferred Stock - Series 2*     09/30/92             278,916              2
8,754.89 sh.           Neodata Corporation,            12/27/90 &
                       Common Stock*                   09/30/92                   1              1
------------------------------------------------------------------------------------------------------------------------------------
                                                                            278,917              3       0.0
------------------------------------------------------------------------------------------------------------------------------------
45,660 sh.             KEMET Corporation,
                       Common Stock(2)*                07/11/91              16,180      1,558,148
------------------------------------------------------------------------------------------------------------------------------------
                                                                             16,180      1,558,148       6.1
------------------------------------------------------------------------------------------------------------------------------------
295.6 sh.              Huntington Holdings, Inc.,
                       Warrants to Purchase
                       Common Stock(3)*                01/31/92              85,678        669,145
------------------------------------------------------------------------------------------------------------------------------------
                                                                             85,678        669,145       2.6
------------------------------------------------------------------------------------------------------------------------------------
62,606 sh.             Amity Leather Products Co.,
                       Warrants to Purchase Class B
                       Common Stock*                   07/30/92              85,909        758,067
22,608 sh.             Amity Leather Products Co.,
                       Class A Common Stock*           07/30/92             226,080        273,750
------------------------------------------------------------------------------------------------------------------------------------
                                                                            311,989      1,031,817       4.1
------------------------------------------------------------------------------------------------------------------------------------
$2,938,997             KB Alloys, Inc.,
                       20.00% Senior Subordinated
                       Term Notes due 6/30/01(4)       05/28/93           2,891,274      2,891,274
------------------------------------------------------------------------------------------------------------------------------------
                                                                          2,891,274      2,891,274      11.4
------------------------------------------------------------------------------------------------------------------------------------
$5,023,926             Elgin National Industries, Inc.,
                       13.00% Senior Subordinated
                       Notes due 9/01/01(5)            09/24/93           4,911,257      4,911,257
5,876.1 sh.            ENI Holding Corp.,
                       10.00% Preferred Stock
                       due 12/31/01                    09/24/93             587,610        706,111
403.81 sh.             ENI Holding Corp.,
                       Class B Common Stock*           09/24/93              40,381         40,381
421.6 sh.              ENI Holding Corp.,
                       Warrants to Purchase Class B
                       Common Stock*                   09/24/93              42,156         42,156        
------------------------------------------------------------------------------------------------------------------------------------
                                                                          5,581,404      5,699,905      22.4
------------------------------------------------------------------------------------------------------------------------------------
15,405 sh.             Protection One, Inc.,
                       Common Stock(6)*                11/03/93              84,984        139,608
------------------------------------------------------------------------------------------------------------------------------------
                                                                             84,984        139,608       0.6
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       3
<PAGE>   4
                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                      SCHEDULE OF INVESTMENTS (CONTINUED)

                               SEPTEMBER 30, 1995
                                  (unaudited)


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Principal
Amount/                                               Investment         Amortized                   % of Total
Shares                 Investment                         Date             Cost            Value     Investments
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>             <C>
$2,396,000             LMC Operating Corp.,
                       13.00% Senior Secured
                       Subordinated Term Notes
                       due 5/31/99(7)                  06/10/94           2,276,286      2,276,286
16.054 sh.             LMC Operating Corp.,
                       Warrants to Purchase
                       Common Stock*                   06/10/94             107,820        107,820
15.973 sh.             LMC Credit Corp.,
                       Warrants to Purchase
                       Common Stock*                   06/10/94                   1              1        
------------------------------------------------------------------------------------------------------------------------------------
                                                                          2,384,107      2,384,107       9.4
------------------------------------------------------------------------------------------------------------------------------------
34,996 sh.             MTI Holdings II, Inc.           07/06/94 &
                       Common Stock*                   12/28/94             237,627         31,496
------------------------------------------------------------------------------------------------------------------------------------
                                                                            237,627         31,496       0.1
------------------------------------------------------------------------------------------------------------------------------------
$2,396,000             Canadian's Corp.,
                       13.50% Subordinated             09/09/94 &
                       Notes due 9/01/02(8)            12/29/94           2,299,502      2,299,502
$291,000               Canadian's Holdings, Inc.,
                       12.00% Exchangeable
                       Redeemable Debentures           09/09/94 &
                       due 8/31/04(9)*                 12/29/94             279,034              1
$130,000               Canadian's Corp.,
                       Promissory Notes
                       due 01/31/97(10)                05/08/95             120,663        120,663
1,175,183 sh.          Canadian's Holdings, Inc.,
                       Common Stock*                   09/22/95              34,821              2
$1,369,166             Canadian's Corp.,
                       Colateralized Loan
                       Guarantee earning
                       interest at 13.75%
                       due 08/31/04                    09/22/95           1,369,166      1,369,166
------------------------------------------------------------------------------------------------------------------------------------
                                                                          4,103,186      3,789,334      14.9
------------------------------------------------------------------------------------------------------------------------------------
$1,290,000             R.B.M. Precision Metal
                       Products, Inc., 13.00%
                       Senior Subordinated
                       Secured Notes due
                       5/24/02(11)                     05/24/95           1,193,894      1,193,894
439.694 sh.            R.B.M. Precision Metal
                       Products, Inc., Warrants
                       to Purchase Common
                       Stock*                          05/24/95              73,295         73,295
------------------------------------------------------------------------------------------------------------------------------------
                                                                          1,267,189      1,267,189       5.0
------------------------------------------------------------------------------------------------------------------------------------
         Total Investments in Managed Companies (78.5% of net assets)    17,980,929     20,303,791      79.9
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                       4
<PAGE>   5
                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                      SCHEDULE OF INVESTMENTS (CONTINUED)

                               SEPTEMBER 30, 1995
                                  (unaudited)


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Principal
Amount/                                              Investment          Amortized                    % of Total
Shares                 Investment                       Date               Cost            Value      Investments
------------------------------------------------------------------------------------------------------------------------------------
TEMPORARY INVESTMENTS:
<S>                    <C>                             <C>                <C>            <C>              <C>
$2,300,000             Ford Motor Credit Corporation,
                       5.562% Notes due 10/03/95       09/26/95             2,299,300        2,299,300
$2,800,000             Household Finance Corp.,
                       5.558% Notes due 10/10/95       09/26/95             2,796,171        2,796,171
------------------------------------------------------------------------------------------------------------------------------------
         Total  Temporary Investments (19.7% of net assets)                 5,095,471        5,095,471      20.1
------------------------------------------------------------------------------------------------------------------------------------
         Total Investments (98.2% of net assets)                          $23,076,400      $25,399,262     100.0%            
====================================================================================================================================
</TABLE>


(1)    The Carr-Gottstein Foods Company common stock trades on the New York
       Stock Exchange.  The Fund and Fiduciary Capital Partners, L.P. ("FCP")
       combined own a material percentage of the outstanding shares.  To
       reflect the resultant lack of liquidity, the Fund valued the shares at a
       5% discount to the public market price. (Note 7)
(2)    The KEMET Corporation common stock trades on the NASDAQ National Market
       System. (Note 7)
(3)    Pursuant to the terms of the Fund's agreement with Huntington Holdings,
       Inc., under certain circumstances the number of shares issuable upon
       exercise of the warrants held by the Fund will increase periodically.
       The most recent such increase occurred on August 1, 1995 when the Fund
       received the right to an additional 27.7 shares.
(4)    The notes will amortize in eight equal quarterly installments of
       $367,375 commencing on 6/30/99.  The current payment of 7.0% of the
       interest may be deferred at the borrower's option.  During any period in
       which the payment of interest is deferred, the interest rate on the
       notes increases from 20.00% to 21.00%.
(5)    The notes will amortize in eight equal quarterly installments of
       $627,991 commencing on 11/30/99.
(6)    The Protection One, Inc. common stock trades on the NASDAQ National
       Market System. (Note 7)
(7)    The notes will amortize as follows: $30,017 on 9/01/97, $30,992 on
       12/01/97, $32,000 on 3/01/98, $33,040 on 6/01/98, $34,114 on 9/01/98,
       $35,222 on 12/01/98, $36,367 on 3/01/99 and $2,164,248 on 5/31/99.
(8)    The notes will amortize in twelve equal quarterly installments of
       $199,333 commencing on 12/01/99.  The notes also bear contingent
       additional interest to be computed under a specified formula.
(9)    The debentures are convertible into 22,065 shares of Canadian's
       Holdings, Inc. common stock.  The accrual of interest on the debentures
       was discontinued by the Fund effective April 1, 1995. (Note 6)
(10)   The notes bear interest equal to the prime rate, plus 5%.
(11)   The notes will amortize in three equal annual installments of $430,000
       commencing on 5/24/00.
*      Non-income producing security.





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

                                       5
<PAGE>   6
                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                                 BALANCE SHEETS

                   SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 
                                  (unaudited)


<TABLE>
<CAPTION>
ASSETS:                                                                           1995              1994
                                                                                  ----              ----
<S>                                                                           <C>               <C>
      Investments (Notes 6 and 7)
         Portfolio investments, at value:
           Managed companies (amortized cost -
              $17,980,929 and $16,052,631,
                respectively)                                                 $20,303,791       $19,274,598
         Temporary investments, at amortized cost                               5,095,471         4,179,590
                                                                              -----------       -----------
           Total investments                                                   25,399,262        23,454,188
      Cash and cash equivalents                                                   224,120           173,095
      Accrued interest receivable (Note 6)                                        698,043           521,794
      Other assets, including receivables                                                
                                                                                         
         from sale of investments                                                   4,988           544,921
                                                                              -----------       -----------
           Total assets                                                       $26,326,413       $24,693,998
                                                                              ===========       ===========

LIABILITIES:

      Payable to affiliates (Notes 2, 3 and 4)                                $    49,237       $    44,384
      Accounts payable and accrued liabilities                                     27,634            33,542
      Prepaid interest income                                                           -            52,635
      Distributions payable to partners                                           393,030           589,545
                                                                              -----------       -----------
         Total liabilities                                                        469,901           720,106
                                                                              -----------       -----------
CONTINGENCIES (Note 5)

NET ASSETS:

      Managing General Partner                                                     34,942            16,116
      Limited Partners (equivalent to $19.91
         and $18.47, respectively, per limited
         partnership unit based on 1,296,999
         units outstanding)                                                    25,821,570        23,957,776
                                                                              -----------       -----------
           Net assets                                                          25,856,512        23,973,892
                                                                              -----------       -----------
              Total liabilities and net assets                                $26,326,413       $24,693,998
                                                                              ===========       ===========

</TABLE>





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

                                       6
<PAGE>   7
                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                 1995                 1994
                                                                                 ----                 ----
INVESTMENT INCOME:
<S>                                                                          <C>                <C>
      Income:
         Interest                                                             $634,928           $  579,759
                                                                              --------           ----------
           Total investment income                                             634,928              579,759
                                                                              --------           ----------
      Expenses:
         Investment advisory fees (Note 2)                                      49,757               55,222
         Fund administration fees (Note 3)                                      29,581               29,582
         Independent general partner fees
           and expenses (Note 4)                                                10,577               10,656
         Administrative expenses (Note 3)                                       17,223               17,190
         Professional fees                                                      14,792               11,292
         Amortization                                                            2,625                2,625
         Other expenses                                                          9,713               16,180
                                                                              --------           ----------
           Total expenses                                                      134,268              142,747
                                                                              --------           ----------
NET INVESTMENT INCOME                                                          500,660              437,012
                                                                              --------           ----------
REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS:

         Net realized gain (loss) on investments                               528,313           (3,105,997)
         Net (decrease) increase in unrealized
           appreciation of investments                                        (299,523)           3,723,523
                                                                              --------           ----------
             Net gain on investments                                           228,790              617,526
                                                                              --------           ----------
NET INCREASE IN NET ASSETS
      RESULTING FROM OPERATIONS                                               $729,450           $1,054,538
                                                                              ========           ==========
</TABLE>





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

                                       7
<PAGE>   8





                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                               1995                 1994
                                                                               ----                 ----
INVESTMENT INCOME:
<S>                                                                         <C>                 <C>
      Income:
         Interest                                                           $1,853,671           $1,709,461
                                                                             ---------            ---------

           Total investment income                                           1,853,671            1,709,461
                                                                             ---------            ---------

      Expenses:
         Investment advisory fees (Note 2)                                     149,270              180,783
         Fund administration fees (Note 3)                                      88,745               88,746
         Independent general partner fees
           and expenses (Note 4)                                                38,565               38,223
         Administrative expenses (Note 3)                                       51,671               51,570
         Professional fees                                                      42,948               32,608
         Amortization                                                            7,875                7,875
         Other expenses                                                         25,949               41,420
                                                                            ----------          -----------

           Total expenses                                                      405,023              441,225
                                                                             ---------           ----------

NET INVESTMENT INCOME                                                        1,448,648            1,268,236
                                                                             ---------            ---------

REALIZED AND UNREALIZED
      GAIN (LOSS) ON INVESTMENTS:

         Net realized gain (loss) on investments                             2,512,172           (2,609,534)
         Net (decrease) increase in unrealized
           appreciation of investments                                        (899,110)           3,665,100
                                                                            ----------            ---------

             Net gain on investments                                         1,613,062            1,055,566
                                                                            ----------            ---------

NET INCREASE IN NET ASSETS
      RESULTING FROM OPERATIONS                                             $3,061,710           $2,323,802
                                                                            ==========           ==========
</TABLE>





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

                                       8
<PAGE>   9
                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                    1995               1994
                                                                                    ----               ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                              <C>               <C>
      Net increase in net assets resulting from operations                       $ 3,061,710        $2,323,802
      Adjustments to reconcile net increase in net assets resulting
         from operations to net cash provided by operating activities:
           Accreted discount on portfolio investments                                (58,394)          (27,559)
           Amortization                                                                7,875             7,875
           Change in assets and liabilities:
             Accrued interest receivable                                            (176,249)         (174,185)
             Other assets                                                               (394)            6,561
             Payable to affiliates                                                     5,799            29,957
             Accounts payable and accrued liabilities                                 (5,908)            3,266
             Prepaid interest income                                                 (52,635)           37,149
           Net realized (gain) loss on investments                                (2,512,172)        2,609,534
           Net decrease (increase) in unrealized
             appreciation of investments                                             899,110        (3,665,100)
                                                                                  ----------        ----------
Net cash provided by operating activities                                          1,168,742         1,151,300
                                                                                  ----------        ----------
CASH FLOWS FROM INVESTING ACTIVITIES:

      Purchase of portfolio investments                                           (2,753,876)       (4,146,079)
      Proceeds from dispositions of portfolio investments                          3,927,645         9,886,369
      (Purchase) sale of temporary investments, net                                 (915,881)       (5,477,093)
                                                                                  ----------        ----------
         Net cash provided by investing activities                                   257,888           263,197
                                                                                  ----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:

      Cash distributions paid to partners                                         (1,375,605)       (1,947,204)
                                                                                  ----------        ----------
         Net cash used in financing activities                                    (1,375,605)       (1,947,204)
                                                                                  ----------        ----------
NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                                                            51,025          (532,707)

CASH AND CASH EQUIVALENTS AT
      BEGINNING OF PERIOD                                                            173,095           792,425
                                                                                  ----------        ----------
CASH AND CASH EQUIVALENTS AT
      END OF PERIOD                                                              $   224,120        $  259,718 
                                                                                  ==========        ==========
NONCASH INVESTING AND FINANCING ACTIVITIES:
      Investments exchanged for other investments                                $         -        $  237,375
</TABLE>





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

                                       9
<PAGE>   10
                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                      STATEMENTS OF CHANGES IN NET ASSETS

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995

                    AND FOR THE YEAR ENDED DECEMBER 31, 1994
                                  (unaudited)



<TABLE>
<CAPTION>
                                                                          1995                  1994
                                                                          ----                  ----
<S>                                                                     <C>                  <C>
Increase in net assets from operations:
      Net investment income                                             $ 1,448,648          $ 1,758,135
      Net realized gain (loss) on investments                             2,512,172           (2,089,653)
      Net (decrease) increase in unrealized
         appreciation of investments                                       (899,110)           3,594,544
                                                                        -----------          -----------
           Net increase in net assets resulting
             from operations                                              3,061,710            3,263,026

Repurchase of limited partnership units                                           -           (2,402,951)

Distributions to partners from -                                        
      Net investmet income                                               (1,179,090)          (1,758,135)         
      Realized gain on investments                                                -             (778,614)
                                                                        -----------          -----------
           Total increase (decrease) in net assets                        1,882,620           (1,676,674)

Net assets:

      Beginning of period                                                23,973,892           25,650,566
                                                                        -----------          -----------
      End of period (includes net undistributed
         net investment income of $269,558
         and $0, respectively)                                          $25,856,512          $23,973,892
                                                                        ===========          ===========
</TABLE>





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

                                       10
<PAGE>   11

                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                       SELECTED PER UNIT DATA AND RATIOS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                            For the Three Months              For the Nine Months
                                                             Ended September 30,              Ended September 30,
                                                            ---------------------             -------------------
                                                             1995          1994                1995           1994
                                                             ----          ----                ----           ----
<S>                                                         <C>         <C>                  <C>          <C>
Per Unit Data:

    Investment income                                       $   .48     $    .40             $  1.42      $  1 .19
    Expenses                                                   (.10)       ( .10)               (.31)        ( .31)
                                                            -------     --------             -------      -------- 
      Net investment income                                     .38          .30                1.11           .88

    Net realized gain (loss) on investments                     .41        (2.15)               1.92        (1 .81)

    Net (decrease) increase in unrealized
      appreciation of investments                              (.23)       2 .58                (.69)        2 .54

    Distributions declared to partners                         (.30)       ( .45)               (.90)       (1 .35)
                                                            -------     --------             -------      -------- 

      Net increase in net asset value                           .26          .28                1.44           .26

         Net asset value:
           Beginning of period                                19.65        17.94               18.47         17.96
                                                            -------     --------             -------      -------- 
           End of period                                    $ 19.91     $ 18 .22             $ 19.91      $ 18 .22
                                                            =======     ========             =======      ========

Ratios (annualized):
    Ratio of expenses to average net assets                  2.09%         2 .21%               2.17%        2 .28%
    Ratio of net investment income to
      average net assets                                     7.80%         6 .77%               7.75%        6 .55%

Number of limited partnership units at end of period    1,296,999      1,427,950           1,296,999     1,427,950
                                                                                                             
</TABLE>















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

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

                         NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995
                                  (unaudited)

1.           GENERAL

             The accompanying unaudited interim financial statements include
all adjustments (consisting solely of normal recurring adjustments) which are,
in the opinion of the Managing General Partner, necessary to fairly present the
financial position of the Fund as of September 30, 1995 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, 1994.


2.           INVESTMENT ADVISORY FEES

             As compensation for its services as investment adviser, FCM
Fiduciary Capital Management Company ("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 $149,270 were paid by the
Fund for the nine months ended September 30, 1995.


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 $88,745 were paid by the Fund for the nine months ended September 30, 1995.
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 $51,671 for the nine
months ended September 30, 1995.


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
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 nine months ended September 30, 1995 totaled $38,565.


5.           CONTINGENCIES

             FCM, the Managing General Partner of the Fund, had been named as a
defendant in a class action lawsuit brought in March 1995 against PaineWebber
Incorporated and a number of its affiliates.  During May 1995, the Court
entered an order certifying the class and dismissing the class action against
FCM without prejudice.  FCM believes that this litigation will be resolved
without any material adverse effect on the Fund's financial condition.


                                       12
<PAGE>   13
                    FIDUCIARY CAPITAL PENSION PARTNERS, L.P.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1995
                                  (unaudited)


6.           NON-ACCRUAL STATUS OF INVESTMENTS

             In accordance with the Fund's accounting policies, the Fund
stopped accruing interest on the Canadian's Holdings, Inc. Exchangeable
Redeemable Debentures effective April 1, 1995.

7.           SUBSEQUENT EVENTS

             On October 13, 1995, Carr-Gottstein Foods Co. ("Carr-Gottstein")
announced an offer to purchase up to 7,500,000 shares (approximately 49%) of
its outstanding common stock at a purchase price of $11.00 per share.  The
offer, which is subject to various contingencies, will expire on November 15, 
1995.  If more than 7,500,000 shares are tendered, the tendered shares will 
generally be purchased on a pro rata basis.  The Fund has tendered all of its 
shares.  However, it is likely that the number of shares actually purchased 
will be pro rated.

             On November 6, 1995, the Fund sold 22,604 shares of KEMET
Corporation common stock.  The Fund received $789,049 of sales proceeds,
resulting in a realized gain of $781,040.

             During November 1995, the Fund sold all of its Protection One,
Inc. common stock.  The Fund received $124,173 of sales proceeds, resulting in
a realized gain of $39,189.



                                       13
<PAGE>   14
Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

LIQUIDITY AND CAPITAL RESOURCES


             As of September 30, 1995, the Fund held portfolio investments in
twelve Managed Companies, with an aggregate cost of approximately $18.0
million. These portfolio investments, which were made from net offering
proceeds and the reinvestment of proceeds from the sale of other portfolio
investments, represent approximately 78.5% 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 were 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 continues
to hold all of the equity components of its original investments, except for a
substantial portion of its KEMET Corporation ("KEMET") stock and its Protection
One, Inc. stock.

             As of September 30, 1995, the Fund's remaining assets were
invested in short-term commercial paper.  These funds are available for
investment, for distribution to the partners or to fund the annual repurchase
offer.

             The Fund sold a portion of its KEMET common stock during the nine
months ended September 30, 1995.  In addition, the Fund's subordinated debt
investment in Protection One was prepaid during the nine months ended September
30, 1995.  In the aggregate, the Fund received $3,395,193 of proceeds,
including applicable prepayment premiums, from these transactions.

             On November 6, 1995, the Fund received $789,049 of sales proceeds
from the sale of 22,604 shares of KEMET common stock.

             During November 1995, the Fund received $124,173 of sales proceeds
from the sale of all of its Protection One, Inc. common stock.

             A portion of the proceeds representing gains from these
transactions were used by the Fund to fund a portion of the cost of the
follow-on investments in Canadian's Corp. ("Canadian's"), which were acquired
on December 29, 1994, May 8, 1995 and September 22, 1995 (see following
discussion).  The remaining portion of the gains from these transactions have
been reserved by the Managing General Partner to partially fund either the 1995
repurchase offer or any additional follow-on investments that the Fund may make
in existing portfolio companies during 1995.

             On October 13, 1995, Carr-Gottstein announced an offer to purchase
up to 7,500,000 shares (approximately 49%) of its outstanding common stock at a
purchase price of $11.00 per share.  The offer, which is subject to various
contingencies, will expire on November 15, 1995.  If more than 7,500,000 
shares are tendered, the tendered shares will generally be purchased on a pro 
rata basis.  The Fund has tendered all of its shares.  However, it is likely 
that the number of shares actually purchased will be pro rated.

             The Fund made its initial investment in Canadian's during
September 1994 as part of a financing used to settle Canadian's liabilities and
allow the company to emerge from bankruptcy.  A follow-on investment was made
during December 1994 in order to finance the acquisition of store leases and
certain fixed assets of The Ormonds Shops ("Ormonds").  The company expected to
be able to fund certain costs relating to conversion of the Ormonds stores to
the Canadian's format out of operating cash flow.  Unfortunately,



                                       14
<PAGE>   15
the retail market, and particularly women's specialty retailing, has suffered a
prolonged and worsening downturn which has continued throughout 1995.  As a
consequence, the company has not generated sufficient cash flow to fund its
operations, let alone fund the  capital expenditures relating to the Ormonds
acquisition.

             During May 1995, the Fund made a follow-on investment in
Canadian's at a cost of $117,000.  The investment consisted of $130,000 of
floating rate Promissory Notes, with warrants to acquire common stock.  The
Fund and certain of Canadian's equity investors provided a loan to the company
in order to finance unanticipated cash shortfalls arising from operations which
were below expectations.  By August 1995, the company was facing a significant
working capital shortage and requested the Funds and its other investors to
make an additional investment in the company.

             The company's major equity owners and the Funds agreed to provide
the requested funding.  The Funds insisted that the new investment rank senior
to previous loans made to the company by all parties other than the company's
revolving line of credit lender.  In order to accomplish this level of
seniority, the new financing was structured as a collateralized guarantee that
would support an overadvance under the company's revolving line of credit.
This new investment of $1,369,166 carries an interest rate of 13.75% and is due
on August 31, 2004.  In consideration of the new financing, the Funds and the
other parties which participated now own approximately 92.5% of Canadian's
Holdings, Inc. ("Canadian's Holdings") common stock, which in turn owns 96.5%
of the company's common stock.  All holders of the company's warrants,
including the Fund, surrendered their warrants in exchange for common stock of
Canadian's Holdings.  The Fund's ownership of the company has increased from
approximately 7%  to approximately 20% .

             The Canadian's Holdings Exchangeable Redeemable Debentures are
secured by preferred stock issued by the company and the company has elected
not to pay dividends on the preferred stock.  Therefore, Canadian's Holdings is
unable to pay interest on the debentures and is in default.  The holders of
these debentures, other than the Funds (which hold a portion of the
debentures), were unable to participate in the latest financing.  As a result,
holders of the  debentures were diluted to an ownership percentage of
approximately 3.1%.  This dilution reduced the Fund's interest in Canadian's
Holdings that is held through the debentures to less than 1%.

             Officers of FCM are providing the company with managerial
assistance in order to identify areas where the company can save money and
reduce costs.  Under consideration are steps such as closing unprofitable or
marginally profitable stores and staff reductions.  The company is also
considering various proposals designed to raise additional equity capital.
With a lower cost structure and possibly additional capital, the company is
hopeful that its market strategy will be successful if the overall environment
improves.

             One May 24, 1995, the Fund acquired a new portfolio investment in
R.B.M. Precision Metal Products, Inc.  ("RBM") at a cost of approximately $1.26
million.  The investment consists of $1,290,000 of 13.00% Senior Subordinated
Secured Notes due May 24, 2002, with warrants to acquire common stock.

             The Fund anticipates being able to reinvest all available funds,
including the principal amount of any future prepayments received, in
additional portfolio investments.  The Partnership Agreement provides that the
Fund's investment period will end on December 31, 1995.  Although the Fund is
permitted to make additional investments in existing portfolio companies after
1995, the Fund will no longer be permitted to acquire investments in new
portfolio companies.

             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
will annually offer 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


                                       15
<PAGE>   16
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 1995 repurchase offer was mailed to the Limited
Partners on October 6, 1995.  Limited Partners tendered 245,447 Units for
repurchase.  The Fund anticipates repurchasing approximately 40% of the
tendered Units, or approximately 100,435 Units, at the Fund's net asset value
per Unit as of November 14, 1995.   The actual redemption of tendered Units
will occur on November 21, 1995.

             Accrued interest receivable increased $176,249 from $521,794 at
December 31, 1994 to $698,043 at September 30, 1995.  This increase resulted
primarily from a $178,299 increase in the deferred portion of the interest
receivable from KB Alloys, Inc. ("KB Alloys") with respect to the Fund's
investment in $2,938,997 principal amount of 20.00% Senior Subordinated Term
Notes due June 30, 2001.  KB Alloys is required to pay 13.00% interest
currently, while the remaining 7.00% of the interest may be deferred at KB
Alloys' option.  During any period in which the payment of interest is
deferred, the interest rate on the notes increases from 20.00% to 21.00%.  To
date, KB Alloys has elected to defer payment of the interest.  At September 30,
1995, the cumulative amount of deferred interest totaled $560,124.  The Fund's
agreement with KB Alloys requires KB Alloys to pay all accumulated deferred
interest in excess of $452,153 no later than August 28, 1998, and the amount of
deferred interest cannot exceed $452,153 at any time thereafter.  The amount of
accrued interest receivable with respect to other portfolio investments
decreased slightly during the nine months ended September 30, 1995.

             Other assets decreased $539,933, from $544,921 at December 31,
1994 to $4,988 at September 30, 1995.  The balance at December 31, 1994
included a $532,452 receivable from the sale of KEMET common stock during
December 1994.  This amount was received by the Fund during January 1995.

             Prepaid interest income decreased from $52,635 at December 31,
1994 to zero at September 30, 1995.  This prepaid interest income was related
to the Canadian's 13.50% Subordinated Notes, which required interest to be paid
quarterly, in advance, to the Fund.  Effective June 1, 1995, the notes were
amended to provide for the interest to be paid monthly, in advance, on the
first day of each month.

             Distributions payable to partners decreased $196,515, from
$589,545 at December 31, 1994 to $393,030 at September 30, 1995.  This decrease
corresponds to the percentage decrease in the quarterly distribution rate from
$.45 per Unit to $.30 per Unit (as discussed in the following paragraphs).

             During the nine months ended September 30, 1995, the Fund paid
cash distributions pertaining to the fourth quarter of 1994 and the first and
second quarters of 1995, in the amounts of $589,545, $393,030 and $393,030,
respectively.  These quarterly distributions were equal to $.45, $.30 and $.30
per Unit, respectively, and represented annualized rates equal to 9.0%, 6.0%
and 6.0%, respectively, of contributed capital.

             As discussed in previous reports, the quarterly distributions for
1995 are being paid at a reduced rate.  The distribution for the third quarter
of 1995 will be paid on November 14, 1995 in an amount equal to $.30 per Unit,
or an annualized rate equal to 6.0% of contributed capital.  This distribution
consists entirely of net investment income earned during the three months ended
September 30, 1995.

             It is expected that the distribution for the fourth quarter 1995
will also be made at the same 6.0% rate.  In the past, the Fund realized gains
from its investments that provided additional sources of cash for
distributions.  Although there can be no assurances, the Fund may realize gains
during the fourth quarter of 1995 that could in turn result in a higher
distribution rate for the quarter.  Gains can also be utilized to fund the
annual repurchase



                                       16
<PAGE>   17
offer or to fund any follow-on investments that the Fund may make in existing
portfolio companies.

             The Fund's investment period will end on December 31, 1995.
Although the Fund is permitted to make additional investments in existing
portfolio companies after 1995, the Fund will no longer be permitted to acquire
investments in new portfolio companies.  This will impact the amount of the
Fund's quarterly distributions for 1996 and subsequent years because all
proceeds from dispositions or maturities of investments after December 31, 1995
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.

             FCM, the Managing General Partner of the Fund, had been named as a
defendant in a class action lawsuit brought in March 1995 against PaineWebber
Incorporated and a number of its affiliates.  During May 1995, the Court
entered an order certifying the class and dismissing the class action against
FCM without prejudice.  FCM believes that this litigation will be resolved
without any material adverse effect on the Fund's financial condition.


RESULTS OF OPERATIONS


Investment Income and Expenses

             The Fund's net investment income was $500,660 for the three months
ended September 30, 1995 as compared to net investment income of $437,012 for
the corresponding period of the prior year.  Net investment income per limited
partnership unit increased from $.30 to $.38 and the ratio of net investment
income to average net assets increased from 6.77% to 7.80% for the three months
ended September 30, 1995 as compared to the corresponding period of the prior
year.

             The Fund's net investment income was $1,448,648 for the nine
months ended September 30, 1995 as compared to net investment income of
$1,268,236 for the corresponding period of the prior year.  Net investment
income per limited partnership unit increased from $.88 to $1.11 and the ratio
of net investment income to average net assets increased from 6.55% to 7.75%
for the nine months ended September 30, 1995 as compared to the corresponding
period of the prior year.

             Net investment income for both the three and nine month periods
ended September 30, 1995 increased as a result of slight increases in
investment income and slight decreases in total expenses.

             Investment income increased $55,169 and $144,210, or 9.5% and
8.4%, for the three and nine month periods ended September 30, 1995,
respectively, as compared to the corresponding periods of the prior year.
These increases were primarily the result of higher interest rates on both the
Fund's temporary investments and the Fund's higher- yielding subordinated debt
investments.  The positive effect of the higher interest rates was partially
offset by a decrease in the amount of the Fund's average net assets.

             The Fund had average net assets of approximately $24.9 million
during the nine months ended September 30, 1995 as compared to approximately
$25.8 million during the corresponding period of the prior year.  This 3.5%
decrease in average net assets occurred primarily as a result of the Fund's
repurchase of 9.17% of its Units during the fourth quarter of 1994.  The
negative effect of the repurchase of Units was partially offset by gains
achieved with respect to the Fund's investments (primarily the KEMET common
stock).

             Total expenses decreased $8,479 and $36,202, or 5.9% and 8.2%, for
the three

                                       17
<PAGE>   18
and nine month periods ended September 30, 1995, respectively, as compared to
the corresponding periods of the prior year.  These decreases resulted
primarily from decreases in investment advisory fees and other expenses.  The
investment advisory fees decreased as a result of the repurchase of Units by
the Fund during the fourth quarter of 1994 and the realization during July 1994
of the loss on the Fund's Mobile Technology, Inc. ("MTI") investment.  Both the
repurchase of Units and the realization of the MTI loss decreased the amount of
the Fund's available capital (as defined in the Partnership Agreement), which
is the base with respect to which the investment advisory fees are calculated.
Other expenses decreased primarily as a result of a decrease in consulting
fees.  These decreases were partially offset by an increase in professional
fees.


Net Realized Gain on Investments 

             On February 28, 1995, the Fund sold 8,705 shares of KEMET common
stock.  The Fund received $269,333 of sales proceeds, resulting in a realized
gain of $263,165.

             During April and May 1995, the Fund sold an additional 37,080
shares of KEMET common stock.  The Fund received $1,629,089 of sales proceeds,
resulting in realized gain of $1,602,802.

             On May 17, 1995, Protection One prepaid its $917,000 of 12.00%
Senior Subordinated Notes that were carried by the Fund at an amortized cost of
$844,958.  The Fund received $962,850 of proceeds, including a prepayment
premium, resulting in a realized gain of $117,892.

             On July 25, 1995, the Fund sold 7,913 shares of KEMET common
stock.  The Fund received $533,921 of sales proceeds, resulting in a realized
gain of $528,313.


Net Unrealized Appreciation of 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, 1994, the Fund had recorded $3,629,064 of
unrealized appreciation and $(407,097) of unrealized depreciation of
investments.  Therefore, as of December 31, 1994, the Fund had recorded a total
net unrealized appreciation of investments of $3,221,967.

             The net increase in unrealized appreciation of investments during
the three and nine month periods ended September 30, 1995 and the cumulative
net unrealized appreciation of

                                       18
<PAGE>   19
investments as of September 30, 1995, consisted of the following components:


<TABLE>
<CAPTION>
                                                         Unrealized Appreciation (Depreciation) Recorded
                                                         -----------------------------------------------
                                                  During the Three      During the Nine                            
                                                    Months Ended         Months Ended                 As of        
             Portfolio Company                   September 30, 1995    September 30, 1995       September 30, 1995 
--------------------------------------           ------------------    ------------------       ------------------ 
<S>                                                 <C>                 <C>                     <C>
Unrealized net appreciation recorded
         during prior periods with respect to
         investments disposed of during
         the period                                 $(410,814)          $(1,460,453)            $           -
Carr-Gottstein                                        (52,610)              (70,147)                  103,371 
Neodata-                                             (268,395)             (278,914)                          
KE356,719                                             921,050             1,541,968                          
                                                                                                              
Huntington                                             62,696               107,285                   583,467 
Amity  -                                               72,307               719,828                          
Elgin / ENI                                            14,690                44,394                   118,501 
Protection One                                         43,648                68,701                    54,624 
MTI           -                                             -              (206,131)                          
Canadian's Holdings                                  (313,852)             (313,852)                 (313,852)  
                                                    ---------           -----------             -------------   
                                                    $(299,523)          $  (899,110)            $   2,322,862 
                                                    =========           ===========             ============= 
</TABLE>


             Carr-Gottstein completed an IPO of its common stock on July 1,
1993.  The stock, which trades on the New York Stock Exchange, closed at $6.00
on September 30, 1995.  This price compares to closing prices of $6.50 on
December 31, 1994 and $6.375 on June 30, 1995.  Based on the $6.00 closing
trading price of the common stock, the Fund's 147,678 shares of common stock
would have a market value of $886,068.  However, the Fund's valuation
guidelines require the stock to be valued at a 5% discount to the public market
price to reflect the potential market impact that could result from the sale of
the material number of shares owned by the Funds.

             The Neodata Corporation ("Neodata") stock was written down at
March 31, 1995.  The Partnership has consistently valued this investment based
upon a multiple of Neodata's cash flow.  Because Neodata's long-term debt
presently provides for the accrual, rather than current payment, of interest,
the Company's debt has grown to a level which now exceeds the Partnership's
valuation.

             KEMET completed an IPO of its common stock on October 21, 1992.
KEMET declared a two-for-one stock split effective September 20, 1995.  The
stock, which trades on the NASDAQ National Market System, closed at $34.125 (an
average of the closing bid and ask prices) on September 30, 1995.  This price
is up from the closing prices (as restated for the two-for-one stock split) of
$14.6875 on December 31, 1994 and $26.3125 on June 30, 1995.  Based on the
$34.125 closing trading price of the common stock, the  45,660 shares of common
stock that the Fund held at September 30, 1995 had a market value of
$1,558,148.

             During June 1995, the Fund received an unsolicited offer from a
third party to purchase the  Huntington Holdings, Inc. ("Huntington") warrants
which are held by the Fund.  Although the Fund decided not to sell the
warrants, the warrants were written up in value at June 30, 1995 based upon the
offer price.  During August 1995, the Fund received the right to an additional
27.7 shares of Huntington stock, in accordance with the terms of the Fund's
warrant agreement with Huntington.  The warrants were written up in value at
September 30, 1995 in consideration of the receipt of these additional
warrants.

             The Amity warrants and common stock were written up in value at
March 31, 1995 to bring Amity's valuation more in line with the valuation of
other comparable companies in



                                       19
<PAGE>   20
its industry.

             The ENI Holding Corp. 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.

             Protection One, Inc. ("Protection One") completed an IPO of its
common stock on September 29, 1994.  The stock, which trades on the NASDAQ
National Market System, closed at $9.0625 (an average of the closing bid and
ask prices) on September 30, 1995.  This price compares to closing prices of
$4.875 on December 31, 1994 and $6.0625 on June 30, 1995.  Based on the $9.0625
closing trading price of the common stock, the Fund's 15,405 shares of common
stock had a market value of $139,608 at September 30, 1995.

             The current status of Canadian's operations and the Fund's
investments in Canadian's and Canadian's Holdings are discussed above.  As a
result of the uncertainties currently surrounding the retail industry in
general, and Canadian's in particular, the Fund wrote the Canadian's Holdings
debentures and common stock down in value to a negligible amount during the
third quarter of 1995.  The debentures, which in essence represent ownership of
Canadian's preferred stock, are in default and were significantly diluted in
connection with the most recent financing.

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





                                       20
<PAGE>   21
                          Part II.  OTHER INFORMATION


Item 1.      Legal Proceedings

             As previously reported, FCM, the Managing General Partner of the
Fund, had been named as a defendant in a class action lawsuit against
PaineWebber Incorporated ("PaineWebber") and a number of its affiliates
relating to PaineWebber's direct investment offerings, including the offering
of the Units.  Plaintiffs in the lawsuit allege, among other things, that the
defendants violated federal securities laws and committed common law fraud in
the marketing of direct investments.

             On May 30, 1995, the United States District Court for the Southern
District of New York entered an order certifying the class and dismissing the
class action against FCM without prejudice.  PaineWebber and Mezzanine Capital
Corporation, a minority general partner of FCM  and an affiliate of
PaineWebber, remain as defendants.

             The Fund was not named as a defendant in the lawsuit; however,
pursuant to certain contractual arrangements between FCM and PaineWebber in
connection with the offering of the Units, the Fund may be required to
indemnify PaineWebber and its affiliates for their costs and liability in
connection with any class action claims relating to the Fund.  FCM believes
that the Fund's exposure in respect of the indemnity will not have any material
adverse effect on the Fund's financial condition.


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 third quarter of the fiscal year ending December 31, 1995.





                                       21
<PAGE>   22

                                   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 Pension Partners, L.P.
                                    (Registrant)


                                    By: FCM Fiduciary Capital Management Company
                                        Managing General Partner




Date: November 14, 1995             By:   /s/ Donald R. Jackson
                                          --------------------------------------
                                          Donald R. Jackson
                                          Chief Financial Officer





                                       22
<PAGE>   23
                                 EXHIBIT INDEX


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

   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.





                                      E-1