<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, 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 September 30, 1997

                                Table of Contents
<TABLE>
<CAPTION>

                                                                        Page
<S>      <C>                                                            <C>
Part I.  FINANCIAL INFORMATION

         Item 1.    Financial Statements (unaudited)                      3

                    Schedule of Investments -
                    September 30, 1997                                    3

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

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

                    Statements of Operations for the nine months
                    ended September 30, 1997 and 1996                     7

                    Statements of Cash Flows for the nine months
                    ended September 30, 1997 and 1996                     8

                    Statements of Changes in Net Assets for
                    the nine months ended September 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                                     19

         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

                               SEPTEMBER 30, 1997
                                   (unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Principal
Amount/                                              Investment          Amortized                    % of Total 
Shares              Investment                          Date               Cost          Value        Investments
--------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                              <C>                <C>           <C>             <C>        
MANAGED COMPANIES:

27,944 sh.          KEMET Corporation,
                    Common Stock(1)*                 07/11/91           $    9,905    $   853,165
--------------------------------------------------------------------------------------------------------------------------
                                                                             9,905        853,165        4.5%
--------------------------------------------------------------------------------------------------------------------------
75,856 sh.          AR Accessories Group,
                    Inc., Warrants to
                    Purchase Class B
                    Common Stock(2)*                 07/30/92              104,091              1
27,392 sh.          AR Accessories Group,
                    Inc., Class A Common
                    Stock(2)*                        07/30/92              273,920        260,223
--------------------------------------------------------------------------------------------------------------------------
                                                                           378,011        260,224        1.3
--------------------------------------------------------------------------------------------------------------------------
$6,087,185          Elgin National Industries, Inc.,
                    13.00% Senior Subordinated
                    Notes due 9/01/01(3)             09/24/93            5,997,905      5,997,905
7,119.71 sh.        ENI Holding Corp.,
                    10.00% Preferred Stock
                    due 12/31/01                     09/24/93              711,971        997,945
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
--------------------------------------------------------------------------------------------------------------------------
                                                                         6,809,881      8,237,052       43.3
--------------------------------------------------------------------------------------------------------------------------
$1,931,524          LMC Operating Corp.,
                    12.00% Senior Subordinated
                    Revolving Notes
                    due 10/31/00(4)                  11/01/96            1,931,524      1,931,524
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
--------------------------------------------------------------------------------------------------------------------------
                                                                         5,073,745      4,532,945       23.8
--------------------------------------------------------------------------------------------------------------------------
</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)

                               SEPTEMBER 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         59,581

4,278 sh.           Mobile Technology, Inc.,
                    Warrants to Purchase             07/06/94 &
                    Common Stock(5)*                 12/28/94               60,492         27,763
--------------------------------------------------------------------------------------------------------------------------
                                                                           287,930         87,344        0.5
--------------------------------------------------------------------------------------------------------------------------
$1,460,000          R.B.M. Precision Metal
                    Products, Inc., 13.00%
                    Senior Subordinated
                    Secured Notes due
                    5/24/02(6)                       05/24/95            1,383,220      1,383,220

11,060.6 sh.        R.B.M. Precision Metal
                    Products, Inc., Warrants
                    to Purchase Common Stock*        05/24/95               82,955         82,955
--------------------------------------------------------------------------------------------------------------------------
                                                                         1,466,175      1,466,175        7.7
--------------------------------------------------------------------------------------------------------------------------
$3,934,080          Atlas Environmental, Inc.,
                    13.50% Senior Subordinated
                    Secured Notes due 1/19/03(7)*    01/25/96            3,819,626              1

407,659 sh.         Atlas Environmental, Inc.,
                    Warrants to Purchase
                    Common Stock(8)*                 01/25/96               40,766              1
--------------------------------------------------------------------------------------------------------------------------
                                                                         3,860,392              2        0.0
--------------------------------------------------------------------------------------------------------------------------
     Total Investments in Managed Companies (89.4% of net assets)       17,886,039     15,436,907       81.1
--------------------------------------------------------------------------------------------------------------------------

TEMPORARY INVESTMENTS:

$3,600,000          Ford Motor Credit
                    Corporation, 5.23%
                    Notes due 10/01/97               09/16/97            3,600,000      3,600,000
--------------------------------------------------------------------------------------------------------------------------
     Total  Temporary Investments (20.9% of net assets)                  3,600,000      3,600,000       18.9
--------------------------------------------------------------------------------------------------------------------------
     Total Investments (110.3% of net assets)                          $21,486,039    $19,036,907      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, Inc. 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 $19.30 per share (1,277 shares) and
     $34.30 per share (3,001 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 com-
     mencing on January 19, 1999. The accrual of interest on the notes was dis-
     continued 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

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


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

     Investments:
         Portfolio investments, at value:
              Managed companies (amortized cost -
                 $17,886,039 and $17,244,123
                 respectively)                                    $ 15,436,907    $ 16,560,005
         Temporary investments, at amortized cost                    3,600,000       3,797,256
                                                                  ------------    ------------
              Total investments                                     19,036,907      20,357,261
     Cash and cash equivalents                                         326,741         272,543
     Accrued interest receivable                                       146,402         113,809
     Other assets                                                       32,769           7,648
                                                                  ------------    ------------
         Total assets                                             $ 19,542,819    $ 20,751,261
                                                                  ============    ============

LIABILITIES:

     Payable to affiliates (Notes 2, 3 and 4)                     $     84,908    $     52,655
     Accounts payable and accrued liabilities                          489,127         479,745
     Distributions payable to partners                               1,705,989         393,690
                                                                  ------------    ------------

         Total liabilities                                           2,280,024         926,090
                                                                  ------------    ------------

COMMITMENTS AND CONTINGENCIES (Note 5)

NET ASSETS:

     Managing General Partner                                          (50,136)        (24,512)
     Limited Partners (equivalent to $13.33
         and $15.28, respectively, per limited
         partnership unit based on 1,299,176 units outstanding)     17,312,931      19,849,683
                                                                  ------------    ------------

              Net assets                                            17,262,795      19,825,171
                                                                  ------------    ------------

                 Total liabilities and net assets                 $ 19,542,819    $ 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 SEPTEMBER 30, 1997 AND 1996
                                   (unaudited)



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

     Income:
         Interest                                  $   357,418    $   491,818
                                                   -----------    -----------

              Total investment income                  357,418        491,818
                                                   -----------    -----------


     Expenses:
         Investment advisory fees (Note 2)              38,671         41,887
         Professional fees                              72,453         30,332
         Fund administration fees (Note 3)              35,843         35,843
         Administrative expenses (Note 3)               20,275         20,275
         Independent General Partner fees
              and expenses (Note 4)                     21,098         12,693
         Other expenses                                  9,335          9,048
                                                   -----------    -----------

              Total expenses                           197,675        150,078
                                                   -----------    -----------
NET INVESTMENT INCOME                                  159,743        341,740
                                                   -----------    -----------

REALIZED AND UNREALIZED
     GAIN (LOSS) ON INVESTMENTS:

         Net realized gain (loss) on investments     1,076,669       (409,453)
         Net change in unrealized (loss) gain
              on investments                          (421,760)        46,029
                                                   -----------    -----------
Net gain (loss) on investments                         654,909       (363,424)
                                                   -----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
     RESULTING FROM OPERATIONS                     $   814,652    $   (21,684)
                                                   ===========    ===========
</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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (unaudited)


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

   Income:
     Interest                                  $ 1,027,725    $ 1,472,041
                                               -----------    -----------

       Total investment income                   1,027,725      1,472,041
                                               -----------    -----------
   Expenses:
     Investment advisory fees (Note 2)             105,085        132,497
     Professional fees                             148,417        111,956
     Fund administration fees (Note 3)             107,528        107,528
     Administrative expenses (Note 3)               60,828         60,828
     Independent General Partner fees
       and expenses (Note 4)                        43,086         44,636
     Other expenses                                 24,873         38,253
                                               -----------    -----------

       Total expenses                              489,817        495,698
                                               -----------    -----------

NET INVESTMENT INCOME                              537,908        976,343
                                               -----------    -----------

REALIZED AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:

     Net realized gain (loss) on investments     1,158,098     (3,948,869)
     Net change in unrealized (loss) gain
       on investments                           (1,765,014)     3,676,789
                                               -----------    -----------

          Net loss on investments                 (606,916)      (272,080)
                                               -----------    -----------

NET (DECREASE) INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                   $   (69,008)   $   704,263
                                               ===========    ===========
</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 NINE MONTHS ENDED SEPTEMBER 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   $   (69,008)   $   704,263
   Adjustments to reconcile net (decrease) increase in net
     assets resulting from operations to net cash :
       Accreted discount on portfolio investments                        (31,857)       (41,864)
       Change in assets and liabilities:
         Accrued interest receivable                                     (32,593)      (194,068)
         Other assets                                                    (25,121)           368
         Payable to affiliates                                            32,253         (2,876)
         Accounts payable and accrued liabilities                         (3,500)         4,595
       Net realized (gain) loss on investments                        (1,158,098)     3,948,869
       Net change in unrealized loss (gain)
         on investments                                                1,765,014     (3,676,789)
                                                                     -----------    -----------
           Net cash provided by operating activities                     477,090        742,498
                                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of portfolio investments                                    (948,004)    (4,400,998)
   Proceeds from dispositions of portfolio investments                 1,508,925      1,340,631
   Sale of temporary investments, net                                    197,256      3,754,255
                                                                     -----------    -----------
     Net cash provided by investing activities                           758,177        693,888
                                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions paid to partners                                (1,181,069)    (1,279,313)
                                                                     -----------    -----------
     Net cash used in financing activities                            (1,181,069)    (1,279,313)
                                                                     -----------    -----------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                                                       54,198        157,073

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

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                                     $   326,741    $   358,042
                                                                     ===========    ===========
</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 NINE MONTHS ENDED SEPTEMBER 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                            $    537,908    $    951,907
   Net realized gain (loss) on investments             1,158,098      (3,948,869)
   Net change in unrealized (loss) gain
     on investments                                   (1,765,014)      2,591,211
                                                    ------------    ------------
       Net decrease in net assets
         resulting from operations                       (69,008)       (405,751)

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

Distributions to partners from -
   Net investment income                                (537,908)     (1,174,520)
   Realized gain on investments                       (1,170,979)       (498,482)
   Return of capital                                    (784,481)             --
                                                    ------------    ------------

     Total decrease in net assets                     (2,562,376)     (3,798,115)

Net assets:

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

   End of period (including no undistributed
     net investment income)                         $ 17,262,795    $ 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 Nine Months
                                                            Ended September 30,    Ended September 30,
                                                            --------------------   -------------------
                                                              1997        1996      1997       1996
                                                            ---------  ---------  ---------  ---------  
<S>                                                         <C>        <C>        <C>        <C>        
Per Unit Data:

   Investment income                                        $     .27  $     .35  $     .78  $    1.04  
   Expenses                                                      (.15)      (.11)      (.37)      (.35) 
                                                            ---------  ---------  ---------  ---------  
     Net investment income                                        .12        .24        .41        .69  
                                                                                                        
   Net realized gain (loss) on investments                        .82       (.29)       .88      (2.78) 
                                                                                                        
   Net change in unrealized (loss) gain                                                                 
     on investments                                              (.32)       .04      (1.34)      2.59  
                                                                                                        
   Distributions declared to partners                           (1.30)      (.30)     (1.90)      (.90) 
                                                            ---------  ---------  ---------  ---------  
                                                                                                        
     Net decrease in net asset value                             (.68)      (.31)     (1.95)      (.40) 
                                                                                                        
       Net asset value:                                                                                 
         Beginning of period                                    14.01      16.70      15.28      16.79  
                                                            ---------  ---------  ---------  ---------  
         End of period                                      $   13.33  $   16.39  $   13.33  $   16.39  
                                                            =========  =========  =========  =========  
Ratios (annualized):                                                                                   
   Ratio of expenses to average net assets                       4.47%      2.58%      3.53%      2.82% 
   Ratio of net investment income to                                                                    
     average net assets                                          3.61%      5.87%      3.88%      5.55% 
                                                            
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

                               SEPTEMBER 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 September 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
$105,085 were paid by the Fund for the nine months ended September 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 $107,528
were paid by the Fund for the nine months ended September 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 $60,828 for the nine months ended September
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 nine months ended September 30, 1997 totaled $43,086.


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. 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. Beginning July 1, 1997, the
Fund began accruing additional reserves at a 12%

                                       11
<PAGE>   12

                        FIDUCIARY CAPITAL PARTNERS, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1997
                                   (unaudited)

annualized rate, or $12,881 for the three months ended September 30, 1997.

         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 September 30, 1997, the Fund held portfolio investments in seven
Managed Companies, with an aggregate cost of approximately $17.9 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 89.4% 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 September 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 was mailed to the Limited Partners on October 6, 1997. The
actual redemption of tendered Units will occur on November 21, 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 $948,004 during 1997.
This follow-on investment consists of 12% Senior Subordinated Revolving Notes
due October 31, 2000.

         Accrued interest receivable increased $32,593 from $113,809 at December
31, 1996 to $146,402 at September 30, 1997. This increase resulted primarily
from the accrued interest related to the additional LMC subordinated debt, which
is discussed in the preceding paragraph.

         Other assets increased $25,121 from $7,648 at December 31, 1996 to
$32,769 at September 30, 1997. This increase resulted primarily from an increase
in prepaid insurance associated with a new liability insurance policy for the
Fund's general partners.

         Payable to affiliates increased $32,253 from $52,655 at December 31,
1996 to $84,908 at September 30, 1997. This increase resulted primarily from the
$32,500 annual premium that is payable with respect to the new liability
insurance policy for the Fund's general partners.

         Distributions payable to partners increased $1,312,299 from $393,690 at
December 31, 1996 to $1,705,989 at September 30, 1997. This increase represents
the special distribution of proceeds from the sale of the Fund's Neodata
Corporation ("Neodata") investment. This special distribution, which is equal to
$1.00 per Unit, will be paid along with the regular quarterly distribution of
$.30 per Unit on November 14, 1997 to investors of record on September 30, 1997.

                                       13
<PAGE>   14

         During the nine months ended September 30, 1997, the Fund paid cash
distributions pertaining to the fourth quarter of 1996 and the first and second
quarters of 1997, each in the amount of $393,690. These quarterly distributions
were 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.


RESULTS OF OPERATIONS


Investment Income and Expenses

         The Fund's net investment income was $159,743 for the three months
ended September 30, 1997 as compared to net investment income of $341,740 for
the corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.24 to $.12 and the ratio of net investment
income to average net assets decreased from 5.87% to 3.61% for the three months
ended September 30, 1997 as compared to the corresponding period of the prior
year.

         The Fund's net investment income was $537,908 for the nine months ended
September 30, 1997 as compared to net investment income of $976,343 for the
corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.69 to $.41 and the ratio of net investment
income to average net assets decreased from 5.55% to 3.88% for the nine months
ended September 30, 1997 as compared to the corresponding period of the prior
year.

         Net investment income for the three months ended September 30, 1997
decreased both as a result of a decrease in investment income and an increase in
total expenses. Net investment income for the nine months ended September 30,
1997 decreased primarily as a result of a decrease in investment income. The
decrease in investment income for the nine months ended September 30, 1997 was
partially offset by a small decrease in total expenses.

         Investment income decreased $134,400 and $444,316, or 27.3% and 30.2%,
for the three and nine month periods ended September 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 increased $47,597, or 31.7%, for the three months ended
September 30, 1997 as compared to the corresponding period of the prior year.
This increase resulted primarily from increases in professional fees and
Independent General Partner fees and expenses. These increases were partially
offset by a decrease in investment advisory fees.

         Total expenses decreased $5,881, or 1.2%, for the nine months ended
September 30, 1997 as compared to the corresponding period of the prior year.
This decrease resulted primarily from decreases in investment advisory fees and
other expenses. These decreases were partially offset by an increase in
professional fees.

                                       14
<PAGE>   15

         Professional fees increased during both the three and nine month
periods ended September 30, 1997 because of fees incurred in connection with the
Fund's analysis of a proposal pursuant to which its Units would have been
exchanged for shares in a newly-formed Delaware Business Trust. FCM has decided
not to pursue this proposal at this time.

         Independent General Partner fees and expenses increased during the
three months ended September 30, 1997 because the Fund was obligated to pay fees
and expenses to both incoming and outgoing Independent General Partners during
the transition period during which new Independent General Partners were being
elected.

         The investment advisory fees paid to FCM decreased during both the
three and nine month periods ended September 30, 1997, 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 and as a result of the
repurchase of Units during November 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. The repurchase of Units 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 during the nine months ended September 30,
1997 primarily as a result of consulting fees and expenses paid during 1996 in
connection with the Canadian's bankruptcy proceedings.


Net Realized Gain on Investments

         The net realized gain for the three months ended September 30, 1997
consisted of a gain on sale of the Fund's Neodata investment and a realized loss
on the Fund's Canadian's investment. The net realized gain for the nine months
ended September 30, 1997 also included a gain from the sale of the Fund's
investment in Huntington Holdings, Inc. ("Huntington").

         The Fund has owned an equity position in Neodata since 1990, which it
acquired at a cost of $337,946. In addition, the Fund previously owned Neodata
subordinated notes, which were prepaid during May 1993.

         During August 1997, Electronic Data Systems Corporation ("EDS") offered
to purchase all of Neodata's stock that it did not already own. Hicks Muse, the
owner of a controlling portion of Neodata's common stock, accepted the offer.
The purchase by EDS closed on September 2, 1997. The Fund received $1,427,496 of
cash proceeds from the sale of its Neodata stock, resulting in a realized gain
of $1,089,550.

         Beginning July 1, 1997, the Fund began accruing additional Canadian's
sale tax related reserves at a 12% annualized rate, or $12,881 for the three
months ended September 30, 1997. This additional accrued amount was recorded as
an additional realized loss in the Fund's Statements of Operations.

         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

                                       15
<PAGE>   16

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
are 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.

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

<TABLE>
<CAPTION>
                                                                 Unrealized Gain (Loss) Recorded
                                                                 -------------------------------
                                            During the Three         During the Nine
                                             Months Ended             Months Ended                 As of
          Portfolio Company                September 30, 1997      September 30, 1997     September 30, 1997
------------------------------------       ------------------      --------------------   ------------------
<S>                                        <C>                     <C>                    <C>             
Unrealized net loss recorded during
   prior periods with respect to
   investments disposed of during
   the period                                   $   337,944            $   337,944            $         -     
KEMET                                               156,311                208,706                843,260     
ARA                                                      --               (852,283)              (117,787)    
Elgin / ENI                                          17,799              1,194,595              1,427,171     
LMC                                                      --                     --               (540,800)    
MTI                                                  31,288                 26,190               (200,586)    
Atlas                                              (965,102)            (2,680,166)            (3,860,390)    
                                                -----------            -----------            -----------     
                                                $  (421,760)           $(1,765,014)           $(2,449,132)    
                                                ===========            ===========            ===========     
</TABLE>
         
         KEMET completed an IPO of its common stock during 1992. The stock,
which trades on the NASDAQ National Market System, closed at $30.53125 (an
average of the closing bid and ask prices) on September 30, 1997. This price is
up from the closing prices of $23.0625 on December 31, 1996 and $24.9375 on June
30, 1997. Based on the $30.53125 closing trading price of the common stock, the
27,944 shares of common stock that the Fund held at September 30, 1997 had a
market value of $853,165.


                                       16

<PAGE>   17

         AR Accessories Group, Inc. ("ARA") 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 ARA warrants and common
stock were written down in value by $852,283 at March 31, 1997.

         During June 1997, the Fund received a written offer from ENI Holding
Corp. ("ENI") management to prepay the Fund's subordinated debt, redeem the
Fund's preferred stock and purchase the Fund's Class B common stock and
warrants. The offer, which was contingent on management's ability to secure
adequate financing on satisfactory terms, was reviewed by all of the
subordinated debt holders and rejected as inadequate. 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 recent weeks, ENI management has made an improved offer, which is currently
under consideration and negotiation. In addition, the ENI preferred stock is
being written up in value quarterly to reflect the accrual of the cumulative 10%
preferential dividend.

         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 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
reduced by $5,098 at March 31, 1997 and increased by $31,288 at September 30,
1997 based upon an analysis of MTI's reported earnings and cash flows.

         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, including 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, $1,715,064 and $965,102 in the carrying value of the investment
during the fourth quarter of 1996 and the second and third quarters of 1997,
respectively. The remaining carrying value of the Fund's Atlas investment is $2.


                                       17
<PAGE>   18

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

                                       18
<PAGE>   19


                           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.
Beginning July 1, 1997, the Fund began accruing additional reserves at a 12%
annualized rate, or $12,881 for the three months ended September 30, 1997.

         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 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 filed one report on Form 8-K during the third
                  quarter of the fiscal year ending December 31, 1997. The
                  report was dated September 2, 1997, and was filed with the
                  Securities and Exchange Commission on September 18, 1997, to
                  report the sale of the Fund's Neodata stock and the amount and
                  record date of the Fund's cash distribution for the third
                  quarter of 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: November 4, 1997                By:  /s/ Donald R. Jackson
                                           -------------------------------------
                                           Donald R. Jackson
                                           Chief Financial Officer


                                       20
<PAGE>   21

                                  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