SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended September 30, 1994
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 0-10179
ML VENTURE PARTNERS I, L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3115686
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Financial Center, North Tower
New York, New York 10281-1327
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of class)
<PAGE>
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At December 15, 1994, 11,989 units of limited partnership interest ("Units")
were held by non-affiliates of the Registrant. There is no established public
trading market for such Units.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Prospectus of the Registrant dated June 18, 1982, as
supplemented by supplements thereto dated July 13, 1982 and September 28, 1982,
are incorporated by reference in Part I and Part II hereof.
<PAGE>
PART I
Item 1. Business.
Formation
ML Venture Partners I, L.P. (the "Partnership" or the "Registrant") is a
Delaware limited partnership organized on February 12, 1982. Merrill Lynch
Venture Capital Co., L.P. (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the General Partners of the Partnership.
The Managing General Partner is a New York limited partnership in which Merrill
Lynch Venture Capital Inc. (the "Management Company") is the general partner.
The Management Company is an indirect subsidiary of Merrill Lynch & Co., Inc.
and an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S").
On February 17, 1982, the Partnership elected to operate as a business
development company under the Investment Company Act of 1940. The Partnership's
investment objective is to seek long-term capital appreciation by making venture
capital investments in new and developing companies and other special investment
situations. The Partnership considers this activity to constitute the single
industry segment of venture capital investing.
The Partnership publicly offered, through MLPF&S, 12,000 units of limited
partnership interest ("Units") at $5,000 per Unit. The Units were registered
under the Securities Act of 1933 pursuant to a Registration Statement on Form
N-2 (File No. 2-76113) which was declared effective on June 18, 1982. The
offering of the 12,000 Units was completed on October 15, 1982. Gross capital
contributions to the Partnership totaled $60,610,102; $60,000,000 from the
Limited Partners, $606,102 from the Managing General Partner and $4,000 from the
Individual General Partners. Net proceeds from the offering available for
investment, after the payment of selling commissions and offering expenses,
totaled $54,680,135.
The information set forth under the captions "Risk and Other Important Factors",
"Investment Objective and Policies" and "Venture Capital Operations" on pages 8
through 16 of the prospectus of the Partnership dated June 18, 1982 filed with
the Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as supplemented by supplements thereto dated July 13,
1982 and September 28, 1982 filed pursuant to Rule 424(c) under the Securities
Act of 1933 (the "Prospectus"), is incorporated herein by reference.
The Venture Capital Investments
During its first four years of operations, from 1982 through 1986, the
Partnership selected its portfolio of venture capital investments in 34
companies. Through 1986, the Partnership had invested approximately $47 million
in the equity or debt securities of these 34 companies. From 1987 to 1993, the
Partnership's investment activity was limited to follow-on investments in
certain of its existing portfolio companies. As the Partnership's investment
portfolio matured, the rate of follow-on investments declined. The Partnership
did not make any investments in 1994. The Partnership will not make investments
in new portfolio companies and currently does not expect to make additional
follow-on investments in any of its remaining portfolio companies.
Proceeds from the sale of portfolio investments are distributed to Partners as
soon as practicable after receipt and are not reinvested in new portfolio
companies. However, the Partnership can use such proceeds to make follow-on
investments in existing companies or to create a reserve for operating expenses,
if necessary.
As of September 30, 1994, 31 of the Partnership's 34 portfolio investments had
been fully liquidated and one of the three remaining investments had been
partially liquidated. Investments liquidated through September 30, 1994 had a
cost of $52.1 million and returned $72.1 million for a net realized gain of $20
million. At September 30, 1994, the Partnership's remaining investment portfolio
consisted of three investments with a cost basis of $2.6 million and a fair
value of $2.4 million.
Termination
At a meeting held on October 26, 1994, the Individual General Partners voted to
extend the Partnership's termination date for an additional two-year period. As
a result of this extension, the Partnership must terminate no later than
December 31, 1996.
Employees
The Partnership has no employees. The Managing General Partner, subject to the
supervision of the Individual General Partners, manages and controls the
Partnership's venture capital investments. The Management Company performs, or
arranges for others to perform, the management and administrative services
necessary for the operation of the Partnership and is responsible for managing
the Partnership's short-term investments.
Item 2. Properties.
The Partnership does not own or lease physical properties.
Item 3. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this report.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The information with respect to the market for the Units set forth under the
subcaption "Substituted Limited Partners" on page 26 of the Prospectus is
incorporated herein by reference. There is no established public trading market
for the Units as of December 15, 1994.
The approximate number of holders of Units as of December 15, 1994 is 6,700. The
Managing General Partner and the four Individual General Partners of the
Partnership also hold interests in the Partnership.
Cash distributions paid to Partners during the fiscal years ended September 30,
1994, 1993 and 1992 are listed below. The distributions paid in fiscal 1994,
1993 and 1992, primarily represented proceeds received by the Partnership from
the sale of certain portfolio investments. Cumulative distributions paid to
Partners through September 30, 1994 totaled $73 million; $4 million to the
General Partners and $69 million to the Limited Partners, representing $5,750
per $5,000 Unit.
<TABLE>
<S> <C> <C> <C> <C>
Date Date General Limited Per
Approved Paid Partners Partners $5,000 Unit
- -------- ---- -------- -------- -----------
2/4/92 4/27/92 $ 0 $ 6,996,000 $ 583
7/30/92 10/20/92 0 3,000,000 250
11/4/92 1/26/93 0 3,300,000 275
2/8/93 4/12/93 0 4,200,000 350
11/3/93 1/20/94 352,000 1,200,000 100
Cumulative totals $ 3,960,000 $ 69,000,000 $ 5,750
</TABLE>
<PAGE>
Item 6. Selected Financial Data.
($ In Thousands, Except For Per Unit Information)
<TABLE>
Fiscal Years Ended September 30,
<S> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
Cash Distributions to Partners $ 1,552 $ 7,500 $ 9,996 $ 2,400 $ 4,800
Cumulative Cash Distributions to Partners 72,960 71,408 63,908 53,912 51,512
Net Assets 2,948 4,537 9,006 11,895 16,522
Net Realized Gain (Loss) from Operations (762) 4,493 5,839 (711) (532)
Cumulative Net Realized Gain from
Operations 21,372 22,134 17,641 11,802 12,513
Net Realized Gain (Loss) from Investments (573) 4,673 6,228 (341) (125)
Cumulative Net Realized Gain from
Investments 19,955 20,528 15,855 9,627 9,968
PER UNIT OF LIMITED
PARTNERSHIP INTEREST:
Cash Distributions $ 100 $ 625 $ 833 $ 200 $ 400
Cumulative Cash Distributions 5,750 5,650 5,025 4,192 3,992
Net Asset Value, including Net Unrealized
Appreciation (Depreciation) of Investments 185 291 719 1,089 1,442
Net Realized Gain (Loss) from Operations (53) 294 379 (53) (42)
Cumulative Net Realized Gain from
Operations 1,435 1,488 1,194 815 868
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
During its first four years of operations, from 1982 to 1986, the Partnership
completed the selection of its 34 portfolio investments. During that time, the
Partnership invested a majority of the $54.7 million of net proceeds received
from its 1982 public offering. Since 1986, the Partnership made additional
follow-on investments in certain existing portfolio companies. The Partnership
has fully invested its original net proceeds and will not make additional
investments in new portfolio companies. Additionally, the Partnership does not
expect to make additional follow-on investments in any of its remaining
portfolio companies. The Partnership did not make any follow-on investments
during the fiscal year ended September 30, 1994.
At September 30, 1994, 31 of the Partnership's 34 portfolio investments had been
fully liquidated and one of its remaining three investments was partially
liquidated. Portfolio investments liquidated through September 30, 1994 had a
cost of $52.1 million and returned $72.1 million, for a cumulative net realized
gain of $20 million. Generally, all cash received from the sale of portfolio
investments, after an adequate reserve for operating expenses, is distributed to
Partners as soon as practicable after receipt. From its inception through
September 30, 1994, the Partnership has made cash distributions to Partners
totaling $73 million, primarily representing proceeds received from the sale of
portfolio investments.
At September 30, 1994, the Partnership held $564,000 in cash and cash
equivalents. Funds needed to cover future operating expenses and follow-on
investments, if any, will be obtained from the Partnership's existing cash
reserves and from the future sale of portfolio investments.
At a meeting held on October 26, 1994, the Individual General Partners voted to
extend the Partnership's termination date for an additional two-year period. As
a result of this extension, the Partnership must terminate no later than
December 31, 1996.
Results of Operations
For the fiscal year ended September 30, 1994, the Partnership had a net realized
loss from operations of $762,000. For the fiscal years ended September 30, 1993
and 1992, the Partnership had a net realized gain from operations of $4.5
million and $5.8 million, respectively. Net realized gain or loss from
operations is comprised of 1) net realized gains or losses from portfolio
investments sold and written-off and 2) net investment income or loss.
Realized Gains and Losses from Portfolio Investments - For the fiscal year ended
September 30, 1994, the Partnership had a $573,000 net realized loss from
portfolio investments sold and written-off. During the fiscal year, the
Partnership sold 284,608 common shares of Alpharel, Inc. in the public market
for $421,000, realizing a gain of $47,000. On March 31, 1994, the Partnership
wrote off its remaining $620,000 investment in DTC Data Technology Corporation
(formerly Qume Corporation) due to the continued depressed public market price
and limited trading volume of the company's common stock.
For the fiscal year ended September 30, 1993, the Partnership had a $4.7 million
net realized gain from portfolio investments sold and written-off. During the
fiscal year, the Partnership sold its remaining 423,082 common shares of
Viewlogic Systems, Inc. for $6.7 million, realizing a gain of $6 million. In
June 1993, the Partnership sold its investment in BehaviorTech, Inc. for
$95,000, resulting in a $126,000 net realized loss for the year. In July 1993,
the Partnership sold its investment in Private Satellite Network, Inc. ("PSN")
for $204,000, resulting in a $46,000 net realized loss for the year. In
September 1993, Optigraphics Corporation was acquired by Alpharel. In connection
with the acquisition, the Partnership sold its preferred shares of Optigraphics
for $333,000 in cash, a $226,100 promissory note and 284,608 Alpharel common
shares. The Partnership realized a loss of $847,000 from this transaction. Also
during the year, the Partnership wrote off $310,000 of its investment in Qume.
For the fiscal year ended September 30, 1992, the Partnership had a $6.2 million
net realized gain from portfolio investments sold and written-off. During fiscal
1992, the Partnership sold the following securities in the public market:
464,324 shares of Viewlogic for $6.4 million, realizing a gain of $5.6 million;
132,844 shares of IDEXX Laboratories, Inc. for $3.1 million, realizing a gain of
$2.2 million; 157,500 shares of Everex Systems, Inc. for $790,000, realizing a
gain of $160,000. Also, during fiscal 1992, the Partnership received 82,178
shares of Everex common stock representing the final payment from an escrow
related to the 1986 acquisition by Everex of Cygnet Technologies, Inc., a
portfolio investment previously written-off. The Partnership also sold these
shares in the public market for $513,000, realizing a gain of $513,000. In
December 1991, the Partnership sold its investment in Twyford International,
Inc. for $172,000, realizing a loss of $28,000. Also in fiscal 1992, the
Partnership realized a loss of $2.2 million from the partial write-off of its
investments in Qume, Optigraphics, PSN and BehaviorTech.
Investment Income and Expenses - Net investment loss (investment income less
operating expenses) for the fiscal years ended September 30, 1994, 1993 and 1992
was $189,000, $180,000 and $388,000, respectively. Although there was no
significant change in net investment loss for fiscal 1994 compared to fiscal
1993, the management fee and other operating expenses declined by $92,000 from
$317,000 in fiscal 1993 to $225,000 in fiscal 1994. This reduction, however, was
more than offset by a $101,000 decline in interest and dividend income from
$137,000 in fiscal 1993 to $36,000 in fiscal 1994. Net investment loss declined
to $180,000 for fiscal 1993 compared to $388,000 for fiscal 1992. This decrease
was the result of a $250,000 decline in the management fee and other operating
expenses from $567,000 in fiscal 1992 to $317,000 in fiscal 1993. This reduction
in operating expenses exceeded a $42,000 decline in interest and dividend income
from $179,000 in fiscal 1992 to $137,000 in fiscal 1993.
The Partnership's other operating expenses, exclusive of the management fee,
have declined steadily from fiscal 1992 to 1994 due to reduced operating
activity, resulting from the declining number of active portfolio investments,
and other operating cost controls initiated by the Management Company. Such
other operating expenses declined by $42,000 in 1994 compared to 1993 and by
$75,000 in 1993 compared to 1992. Additionally, interest and dividend income
also decreased in each consecutive fiscal year from 1992 to 1994 due to a
reduction in interest earned from the Partnership's short-term investments. This
reduction resulted from a decrease in cash available for investment in
short-term securities during such periods.
The management fee for fiscal 1994 was $61,000 compared to $110,000 for fiscal
1993 and $286,000 for fiscal 1992. The decrease in the management fee for the
Partnership's fiscal year ended September 30, 1994 compared to the 1993 period
primarily resulted from a decrease in net assets due to the $1.55 million cash
distribution paid to Partners in January 1994. The decrease in the management
fee for the fiscal year ended September 30, 1993 compared to 1992 period was the
result of a decrease in net assets due to the liquidation of certain portfolio
investments and subsequent cash distributions to Partners. The management fee
will continue to decline in future periods as the Partnership's remaining
portfolio investments are liquidated and cash distributions to Partners are
approved. The Management Company receives a management fee at the annual rate of
2% of the net assets of the Partnership. Such fee is determined and payable on
the basis of the Partnership's net assets at the end of each calendar quarter.
The management fee and other expenses incurred directly by the Partnership are
paid with funds provided from operations. Funds provided from operations are
obtained from interest earned from short-term investments and proceeds received
from the sale of certain portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Portfolio Investments - For the fiscal year ended September 30,
1994, the Partnership had a net unrealized gain of $199,000, primarily resulting
from the upward revaluation of its investment in Acuity Imaging. Additionally
for the fiscal year, the Partnership transferred a net $525,000 from unrealized
loss to realized loss due to the write off of its remaining investment in DTC
Data Technology and the sale of its Alpharel shares, as discussed above. As a
result, the Partnership's net unrealized depreciation of investments declined
$724,000 for fiscal 1994.
For the fiscal year ended September 30, 1993, the Partnership had a net
unrealized gain of $810,000, primarily resulting from the upward revaluation of
its investment in Inference Corporation. Additionally, due to the sale or write
off of certain portfolio investments during fiscal 1993 as discussed above, the
Partnership transferred a net $2.3 million from unrealized gain to realized
gain. As a result, the Partnership's net unrealized appreciation of investments
declined $1.5 million for fiscal 1993.
For the fiscal year ended September 30, 1992, the Partnership had a net
unrealized gain from its portfolio investments of $5.6 million, primarily
resulting from the upward revaluation of its investment in Viewlogic. Also, due
to the sale or write off of certain portfolio investments during fiscal 1992 as
discussed above, the Partnership transferred a net $4.3 million from unrealized
gain to realized gain. As a result, the Partnership's net unrealized
appreciation of investments increased $1.3 million for fiscal 1992.
Net Assets - Changes to net assets resulting from operations are comprised of 1)
net realized gain or loss from operations and 2) net changes in unrealized
appreciation or depreciation of investments. For the fiscal year ended September
30, 1994, the Partnership's net assets from operations decreased $37,000. For
the fiscal years ended September 30, 1993 and 1992, the Partnership's net assets
from operations increased $3 million and $7.1 million, respectively.
At September 30, 1994, the Partnership's net assets were $2.9 million, down $1.6
million from $4.5 million at September 30, 1993. This decrease resulted from the
cash distribution paid to Partners totaling $1.55 million and the $37,000 net
decrease in net assets resulting from operations for fiscal 1994.
At September 30, 1993, the Partnership's net assets were $4.5 million, down $4.5
million from $9 million at September 30, 1992. This decrease resulted from cash
distributions approved in fiscal 1993 totaling $7.5 million exceeding the $3
million net increase to net assets resulting from operations for fiscal 1993.
Gains and losses from investments are allocated to the Partners' capital
accounts when realized in accordance with the Partnership Agreement (see Note 3
of Notes to Financial Statements). However, for purposes of calculating the net
asset value per Unit, net unrealized appreciation or depreciation of investments
has been included as if it had been realized and allocated to the Limited
Partners in accordance with the Partnership Agreement. Pursuant to such
calculation, the net asset value per $5,000 Unit at September 30, 1994, 1993 and
1992 was $185, $291 and $719, respectively. The Partnership's net assets and net
asset value per Unit will continue to decline as its remaining portfolio
investments are liquidated and cash distributions are declared and paid to
Partners.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
ML VENTURE PARTNERS I, L.P.
INDEX
Independent Auditors' Report
Balance Sheets as of September 30, 1994 and 1993
Schedule of Portfolio Investments as of September 30, 1994 Schedule of Portfolio
Investments as of September 30, 1993
Statements of Operations for the Years Ended September 30, 1994, 1993 and 1992
Statements of Cash Flows for the Years Ended September 30, 1994, 1993 and 1992
Statements of Changes in Partners' Capital for the Years Ended September 30,
1994, 1993 and 1992
Notes to Financial Statements
Schedule I - Short-Term Investments as of September 30, 1993
NOTE - All schedules, except for Schedule I, are omitted because of the absence
of conditions under which they are required or because the required information
is included in the financial statements or the notes thereto.
<PAGE>
INDEPENDENT AUDITORS' REPORT
ML Venture Partners I, L.P.:
We have audited the accompanying balance sheets of ML Venture Partners
I, L.P., including the schedules of portfolio investments, as of
September 30, 1994 and 1993, and the related statements of operations,
cash flows, and changes in partners' capital for each of the three
years in the period ended September 30, 1994. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned at September 30, 1994 and 1993 by correspondence with
the custodian. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of ML Venture Partners I,
L.P. at September 30, 1994 and 1993, and the results of its operations
and its cash flows for each of the three years in the period ended
September 30, 1994 in conformity with generally accepted accounting
principles.
As explained in Note 2, the financial statements include securities
valued at $2,426,548 and $2,696,280 at September 30, 1994 and 1993,
respectively, representing 82% and 59% of net assets, respectively,
whose values have been estimated by the Managing General Partner in the
absence of readily ascertainable market values. We have reviewed the
procedures used by the Managing General Partner in arriving at its
estimate of value of such securities and have inspected underlying
documentation, and, in the circumstances, we believe the procedures are
reasonable and the documentation appropriate. However, because of the
inherent uncertainty of valuation, those estimated values may differ
significantly from the values that would have been used had a ready
market for the securities existed, and the differences could be
material.
<PAGE>
We also have previously audited, in accordance with generally accepted
auditing standards, the financial statements of ML Venture Partners I,
L.P. for each of the fiscal years in the period October 15, 1982
(commencement of operations) through September 30, 1992 (not presented
herein), and we expressed unqualified opinions on those financial
statements. In our opinion, the supplemental information set forth in
the schedules of portfolio investments, the schedule of money market
investments and the selected financial data for the periods presented,
appearing on pages 14 to 16, 22 and 6, respectively, is fairly stated,
in all material respects, in relation to the financial statements from
which it has been derived.
Deloitte & Touche LLP
New York, New York
November 16, 1994
<PAGE>
ML VENTURE PARTNERS I, L.P.
BALANCE SHEETS
September 30,
<TABLE>
1994 1993
---- ----
<S> <C> <C>
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $2,572,769 at
September 30, 1994 and $3,566,707 at September 30, 1993) $ 2,426,548 $ 2,696,280
Short-term investments, at amortized cost - 953,907
Cash and cash equivalents 564,048 579,164
Note receivable - 47,273
Receivable from securities sold - 332,480
Accrued interest receivable 1,131 -
----- -
TOTAL ASSETS $ 2,991,727 $ 4,609,104
= ========= = =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 12,071 $ 31,697
Due to Management Company - Note 4 14,812 22,801
Due to Independent General Partners - Note 5 17,250 17,250
------ ------
Total liabilities 44,133 71,748
------ ------
Partners' Capital:
Managing General Partner 756,459 1,227,489
Individual General Partners 188 2,530
Limited Partners (12,000 Units) 2,337,168 4,177,764
Unallocated net unrealized depreciation of investments - Note 2 (146,221) (870,427)
-------- --------
Total partners' capital 2,947,594 4,537,356
--------- ---------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 2,991,727 $ 4,609,104
= ========= = =========
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
September 30, 1994
ACTIVE PORTFOLIO INVESTMENTS:
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
<S> <C> <C> <C>
Acuity Imaging, Inc.(+)(A)
85,311 shares of Common Stock Aug. 1985 $ 600,000 $ 464,092
- ----------------------------- --------- - ------- - -------
Alpharel, Inc.(+)(B)
6% Promissory Note due 9/24/95 Apr. 1984 146,852 146,852
- ------------------------------ --------- ------- -------
Inference Corporation*
951,671 shares of Preferred Stock Feb. 1984 1,820,983 1,808,670
Warrants to purchase 30,000 shares of Preferred Stock
at $1.05 per share expiring on 12/16/97 0 2,000
Warrants to purchase 41,959 shares of Preferred Stock
at $1.00 per share expiring on 4/19/99 4,934 4,934
-------------------------------------- ----- -----
TOTALS FROM ACTIVE PORTFOLIO INVESTMENTS $ 2,572,769 $ 2,426,548
= ========= = =========
</TABLE>
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(C)
<TABLE>
Liquidation Realized
Company Date Cost Gain (Loss) Return
- ------- ---- ---- ----------- ------
<S> <C> <C> <C> <C>
Auragen Systems Corp. 1985 $ 1,624,200 $ (1,614,725) $ 9,475
- --------------------- ---- - --------- - ----------- - -----
Automatix Incorporated 1990 1,012,913 (999,543) 13,370
- ---------------------- ---- --------- --------- ------
BehaviorTech, Inc. 1991-1993 920,352 (825,807) 94,545
- ------------------ --------- ------- --------- ------
Bytel Corporation 1990 750,120 (750,020) 100
- ----------------- ---- ------- --------- ---
California Devices, Inc. 1987 1,957,701 (1,957,701) 0
- ------------------------ ---- --------- ----------- -
Cimflex Teknowledge Corporation 1990/1991 1,679,576 (1,599,825) 79,751
- ------------------------------- --------- --------- ----------- ------
Contemporary Communications Corporation 1990 1,040,856 70,644 1,111,500
- --------------------------------------- ---- --------- ------ ---------
Cygnet Technologies, Inc. 1986-1992 3,754,289 (2,670,691) 1,083,598
- ------------------------- --------- --------- ----------- ---------
Dallas Semiconductor Corporation 1988/1989 1,690,417 4,914,317 6,604,734
- -------------------------------- --------- --------- --------- ---------
Data Recording Systems, Inc. 1988 3,402,026 (3,271,714) 130,312
- ---------------------------- ---- --------- ----------- -------
DTC Data Technology Corporation(D) 1992-1994 1,552,550 (1,552,550) 0
- ---------------------------------- --------- --------- ----------- -
Envision Technology Inc. 1985 812,235 (805,309) 6,926
- ------------------------ ---- ------- --------- -----
Everex Systems, Inc. 1991/1992 750,000 236,055 986,055
- -------------------- --------- ------- ------- -------
Higher Order Software, Inc. 1987 632,857 (632,857) 0
- --------------------------- ---- ------- --------- -
IDEXX Laboratories, Inc. 1991/1992 1,032,903 2,357,935 3,390,838
- ------------------------ --------- --------- --------- ---------
ImagiTex, Inc. 1990 1,500,018 164,323 1,664,341
- -------------- ---- --------- ------- ---------
Intek Diagnostics, Inc. 1989 3,846,203 (3,846,202) 1
- ----------------------- ---- --------- ----------- -
International Power Technology, Inc. 1990/1992 1,000,035 (692,659) 307,376
- ------------------------------------ --------- --------- --------- -------
</TABLE>
<PAGE>
ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS - continued
September 30, 1994
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(C)
<TABLE>
Liquidation Realized
Company Date Cost Gain (Loss) Return
- ------- ---- ---- ----------- ------
<S> <C> <C> <C> <C>
Mentor Graphics Corporation 1990/1991 $ 1,794,445 $ 3,509,547 $ 5,303,992
- --------------------------- --------- - --------- - --------- - ---------
Network Equipment Technologies, Inc. 1987 1,000,000 3,199,678 4,199,678
- ------------------------------------ ---- --------- --------- ---------
Optigraphics Corporation 1992-1994 2,554,038 (1,800,414) 753,624
- ------------------------ --------- --------- ----------- -------
Private Satellite Network, Inc. 1991-1993 1,060,785 (856,166) 204,619
- ------------------------------- --------- --------- --------- -------
Qubix Graphic Systems Incorporated 1989 4,626,335 (4,605,353) 20,982
- ---------------------------------- ---- --------- ----------- ------
Signode Industries Inc. 1986 1,710,891 16,375,860 18,086,751
- ----------------------- ---- --------- ---------- ----------
Systems Center, Inc. 1989 500,000 476,865 976,865
- -------------------- ---- ------- ------- -------
Twyford International, Inc. 1991 720,398 (548,155) 172,243
- --------------------------- ---- ------- --------- -------
United AgriSeeds, Inc. 1987 1,995,826 1,639,900 3,635,726
- ---------------------- ---- --------- --------- ---------
Valid Logic Systems Incorporated 1985/1986 1,803,884 3,088,241 4,892,125
- -------------------------------- --------- --------- --------- ---------
Viewlogic Systems, Inc. 1991/1992 1,500,000 11,558,456 13,058,456
- ----------------------- --------- --------- ---------- ----------
Visic, Inc. 1986-1991 750,000 (705,723) 44,277
- ----------- --------- ------- --------- ------
Visidata Corp. 1985 601,333 (601,333) 0
- -------------- ---- ------- --------- -
Xidex Corporation 1986/1987 2,524,974 2,710,711 5,235,685
- ----------------- --------- --------- --------- ---------
TOTALS FROM LIQUIDATED PORTFOLIO
INVESTMENTS $ 52,102,160 $ 19,965,785 $ 72,067,945
- ---------- - ---------- - ----------
Combined Net Combined
Unrealized and Fair Value
Cost Realized Gain and Return
TOTALS FROM ACTIVE AND LIQUIDATED
PORTFOLIO INVESTMENTS $ 54,674,929 $ 19,819,564 $ 74,494,493
= ========== = ========== = ==========
</TABLE>
<TABLE>
<S> <C>
(+) Public company
* Company may be deemed an affiliated person of the Partnership as defined in the Investment Company Act of 1940.
(A) On January 26, 1994, Itran Corp. merged with Automatix Incorporated. The combined entity, a public company, was renamed
Acuity Imaging, Inc. As a result of the merger, the Partnership exchanged its 151,572 Itran common shares for 85,311
Acuity common shares.
(B) During the fiscal year, the Partnership sold its 284,608 common shares of Alpharel, Inc. in the public market for
$421,000, realizing a gain of $47,000.
(C) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through September 30, 1994.
(D) During the fiscal year, the Partnership wrote off the remaining $620,000 of its $1.6 million investment in DTC Data
Technology Corporation (formerly Qume Corporation).
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS - continued
September 30, 1993
ACTIVE PORTFOLIO INVESTMENTS:
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
<S> <C> <C> <C>
Alpharel, Inc.(+)(1)
284,608 shares of Common Stock Apr. 1984 $ 373,549 $ 381,659
6% Promissory Note due 9/24/95 147,241 147,241
- ------------------------------ ------- -------
Inference Corporation*
951,671 shares of Preferred Stock Feb. 1984 1,820,983 1,808,670
Warrants to purchase 30,000 shares of Preferred Stock
at $1.05 per share expiring on 12/16/97 0 2,000
Warrants to purchase 41,959 shares of Preferred Stock
at $1.00 per share expiring on 4/19/99 4,934 4,934
-------------------------------------- ----- -----
Itran Corp.*
151,572 shares of Common Stock Aug. 1985 600,000 262,000
- ------------------------------ --------- ------- -------
Qume Corporation(+)*
620,000 shares of Common Stock Feb. 1986 620,000 89,776
- ------------------------------ --------- ------- ------
TOTALS FROM ACTIVE PORTFOLIO INVESTMENTS $ 3,566,707 $ 2,696,280
- --------- - ---------
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(2)
Net Realized
Cost Gain Return
TOTALS FROM LIQUIDATED PORTFOLIO
INVESTMENTS $ 51,108,222 $ 20,538,579 $ 71,646,801
= ========== = ========== = ==========
Combined Net Combined
Unrealized and Fair Value
Cost Realized Gain and Return
TOTALS FROM ACTIVE AND LIQUIDATED
PORTFOLIO INVESTMENTS $ 54,674,929 $ 19,668,152 $ 74,343,081
= ========== = ========== = ==========
</TABLE>
(+) Public company
* Company may be deemed an affiliated person of the Partnership as defined
in the Investment Company Act of 1940.
(1) In September 1993, Optigraphics Corporation was acquired by Alpharel,
Inc. In connection with this acquisition, the
Partnership received $332,480 in cash, 284,608 common shares of Alpharel
and a 6% promissory note for its 3,752,534 preferred shares of
Optigraphics. The Partnership realized a loss of $847,000 on this
transaction.
(2) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through September 30, 1993.
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF OPERATIONS
For The Years Ended September 30,
<TABLE>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
INVESTMENT INCOME AND EXPENSES
Interest and dividends $ 36,467 $ 137,052 $ 178,984
- ------ - ------- - -------
Expenses:
Management fee - Note 4 60,561 110,353 285,783
Professional fees 60,161 71,510 117,436
Mailing and printing 39,226 65,371 89,219
Independent General Partners' fees - Note 5 63,000 66,000 66,592
Custodial fees 1,958 4,118 6,399
Miscellaneous 435 - 1,905
--- - -----
Total expenses 225,341 317,352 567,334
------- ------- -------
NET INVESTMENT LOSS (188,874) (180,300) (388,350)
Net realized gain (loss) from investments sold and written-off (572,794) 4,673,251 6,227,614
-------- --------- ---------
NET REALIZED GAIN (LOSS) FROM OPERATIONS
(allocable to Partners) - Note 3 (761,668) 4,492,951 5,839,264
Net change in unrealized appreciation (depreciation)
of investments 724,206 (1,461,303) 1,267,469
------- ---------- ---------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (37,462) $ 3,031,648 $ 7,106,733
= ======= = ========= = =========
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF CASH FLOWS
For The Years Ended September 30,
<TABLE>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS PROVIDED FROM (USED FOR)
OPERATING ACTIVITIES
Net investment loss $ (188,874) $ (180,300) $ (388,350)
Adjustments to reconcile net investment loss to cash provided from (used for)
operating activities:
(Increase) decrease in receivables (1,131) 503,472 333,538
(Increase) decrease in accrued interest on short-term
investments 5,131 29,444 (34,575)
Decrease in payables (27,615) (38,228) (24,608)
------- ------- -------
Cash provided from (used for) operating activities (212,489) 314,388 (113,995)
-------- ------- --------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Net proceeds from the sale of portfolio investments 800,897 7,003,609 10,852,639
Purchase of portfolio investments - (175,004) (75,000)
Net return (purchase) of short-term investments 948,776 3,502,495 (4,451,271)
------- --------- ----------
Cash provided from investing activities 1,749,673 10,331,100 6,326,368
--------- ---------- ---------
CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distributions to Partners (1,552,300) (10,500,000) (6,996,000)
---------- ----------- ----------
Increase (decrease) in cash and cash equivalents (15,116) 145,488 (783,627)
Cash and cash equivalents at beginning of period 579,164 433,676 1,217,303
------- ------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 564,048 $ 579,164 $ 433,676
= ======= = ======= = =======
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
For The Years Ended September 30, 1992, 1993 and 1994
<TABLE>
Managing Individual Net Unrealized
General General Limited Appreciation
Partner Partners Partners (Depreciation) Total
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1991 $ (1,034,204) $ 1,992 $ 13,603,780 $ (676,593) $ 11,894,975
Cash distribution paid
April 27, 1992 - Note 6 - - (6,996,000) - (6,996,000)
Accrued cash distribution paid
October 20, 1992 - Note 6 - - (3,000,000) - (3,000,000)
Allocation of net
investment loss - Note 3 (3,884) (26) (384,440) - (388,350)
Allocation of net realized gain
on investments - Note 3 1,295,344 329 4,931,941 - 6,227,614
Net change in unrealized
appreciation of investments - - - 1,267,469 1,267,469
- - - --------- ---------
Balance at September 30, 1992 $ 257,256 $ 2,295 $ 8,155,281(A) $ 590,876 $ 9,005,708
Cash distribution paid
January 26, 1993 - Note 6 - - (3,300,000) - (3,300,000)
Cash distribution paid
April 12, 1993 - Note 6 - - (4,200,000) - (4,200,000)
Allocation of net
investment loss - Note 3 (1,803) (12) (178,485) - (180,300)
Allocation of net realized
gain on investments - Note 3 972,036 247 3,700,968 - 4,673,251
Net change in unrealized
depreciation of investments - - - (1,461,303) (1,461,303)
- - - ---------- ----------
Balance at September 30, 1993 $ 1,227,489 $ 2,530 $ 4,177,764(A) $ (870,427) $ 4,537,356
Cash distribution paid
January 20, 1994 - Note 6 (350,000) (2,300) (1,200,000) - (1,552,300)
Allocation of net
investment loss - Note 3 (1,889) (12) (186,973) - (188,874)
Allocation of net realized loss
on investments - Note 3 (119,141) (30) (453,623) - (572,794)
Net change in unrealized
depreciation of investments - - - 724,206 724,206
- -- - ------- -------
Balance at September 30, 1994 $ 756,459 $ 188 $ 2,337,168(A) $ (146,221) $ 2,947,594
= ======= = === = ========= = ======== = =========
</TABLE>
(A) The net asset value per Unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation (depreciation) of
investments, is $185, $291 and $719 for the fiscal year ended September 30,
1994, 1993 and 1992, respectively. See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Purpose
Venture Partners I, L.P. (the "Partnership") is a Delaware limited partnership
formed on February 12, 1982. The Partnership's operations commenced on October
15, 1982. Merrill Lynch Venture Capital Co., L.P., the managing general partner
of the Partnership (the "Managing General Partner"), is a New York limited
partnership formed on February 12, 1982, the general partner of which is Merrill
Lynch Venture Capital Inc. (the "Management Company"), an indirect subsidiary of
Merrill Lynch & Co., Inc.
The Partnership's objective is to realize long-term capital appreciation from
its portfolio of venture capital investments. From 1982 to 1986, the Partnership
assembled a portfolio of 34 venture capital investments in new and developing
companies and other special investment situations. The Partnership does not
engage in any other business or activity. At September 30, 1994, 31 of the 34
investments had been fully liquidated. The Partnership will not make investments
in new companies and will not reinvest the proceeds from the sale of its
remaining investments, except to make follow-on investments in existing
companies, if necessary.
At a meeting held in October 1994, the Individual General Partners voted to
extend the Partnership's termination date for an additional two-year
period. As a result of this extension, the
Partnership must terminate no later than December 31, 1996.
2. Significant Accounting Policies
Valuation of Investments - Portfolio investments are carried at cost until
significant developments affecting an investment provide a basis for valuation.
Thereafter, portfolio investments are carried at fair value as determined
quarterly by the Managing General Partner under the supervision of the
Individual General Partners. The venture capital portfolio investments held by
the Partnership involve a high degree of business and financial risk that can
result in substantial losses. The Managing General Partner considers such risks
in determining the valuation of the Partnership's portfolio investments.
Short-term investments are carried at amortized cost which approximates market.
Investment Transactions - Investment transactions are recorded on the accrual
method. Portfolio investments are recorded on the trade date, the date on which
the Partnership obtains an enforceable right to demand the securities or payment
therefor. Realized gains and losses on investments sold are computed on a
specific identification basis.
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the Partners for inclusion in their respective tax
returns. The Partnership's net assets for financial reporting purposes differ
from its net assets for tax purposes. Net unrealized depreciation of $146,221 at
September 30, 1994, which was recorded for financial statement purposes, was not
recognized for tax purposes. Additionally, from inception to September 30, 1994,
other timing differences relating to realized losses totaling $1.6 million have
been recorded on the Partnership's financial statements but have not yet been
reflected as realized losses for tax purposes.
Statements of Cash Flows - The Partnership considers its interest-bearing cash
account to be cash equivalents.
<PAGE>
ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that the Managing General Partner will be
allocated, on a cumulative basis over the life of the Partnership, 20% of net
realized capital gains or 10% of net realized capital losses. The Partnership's
net realized gains or losses in excess of this allocation to the Managing
General Partner, as well as all other income, losses, deductions and credits, if
any, will be allocated among all the Partners, including the Managing General
Partner, in the proportion of their capital contributions to the Partnership.
For the period from October 15, 1982 (commencement of operations) to September
30, 1994, the Partnership had a cumulative net realized gain of $20 million.
4. Related Party Transactions
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives compensation at the annual rate of
2% of the net assets of the Partnership. Such fee is determined and payable
quarterly.
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives $15,000 annually in quarterly
installments, $1,000 for each meeting of the General Partners attended or for
each other meeting, conference or engagement in connection with Partnership
activities at which attendance by an Independent General Partner is required and
$1,000 for each committee meeting attended ($500 if a committee meeting is held
on the same day as a meeting of the General Partners).
6. Cash Distributions
Cash distributions paid during fiscal 1994, 1993 and 1992 and cumulative cash
distributions paid from inception through September 30, 1994 are listed below:
<TABLE>
Date Date General Limited Per
Approved Paid Partners Partners $5,000 Unit
- -------- ---- -------- -------- -----------
<C> <C> <C> <C> <C>
2/4/92 4/27/92 $ 0 $ 6,996,000 $ 583
7/30/92 10/20/92 0 3,000,000 250
11/4/92 1/26/93 0 3,300,000 275
2/8/93 4/12/93 0 4,200,000 350
11/3/93 1/20/94 352,000 1,200,000 100
Cumulative totals $ 3,960,000 $ 69,000,000 $ 5,750
</TABLE>
<PAGE>
ML VENTURE PARTNERS I, L.P. SCHEDULE I
SHORT-TERM INVESTMENTS
<TABLE>
Name of Issuer Principal Amount Original Cost Carrying Value
<S> <C> <C> <C>
BANKER'S ACCEPTANCE AT
SEPTEMBER 30, 1993 -
Bank Nationale De Paris $ 954,900 $ 948,776 $ 953,907
= ======= = ======= = =======
</TABLE>
<PAGE>
Item 9. Disagreements on Accounting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership
GENERAL PARTNERS
The five General Partners of the Partnership are responsible for the management
and administration of the Partnership. The General Partners consist of four
Individual General Partners and the Managing General Partner. As required by the
Investment Company Act of 1940 (the "Investment Company Act"), a majority of the
General Partners must be individuals who are not "interested persons" of the
Partnership as defined in the Investment Company Act. In 1982, the Securities
and Exchange Commission ("SEC") issued an order declaring that the three
independent General Partners of the Partnership, Cornelius H. Borman, Jr., Eric
M. Javits and William M. Kelly (the "Independent General Partners"), are not
"interested persons" of the Partnership as defined in the Investment Company Act
solely by reason of their being general partners of the Partnership. The
Managing General Partner and the four Individual General Partners will serve as
General Partners until successors have been elected or until their earlier
resignation or removal.
The Individual General Partners have full authority over the management of the
Partnership and provide overall guidance and supervision with respect to the
operations of the Partnership and perform the various duties imposed on the
directors of business development companies by the Investment Company Act. In
addition to general fiduciary duties, the Individual General Partners, among
other things, supervise the management arrangements of the Partnership and
supervise the activities of the Managing General Partner.
The Managing General Partner, subject to the supervision of the Individual
General Partners, has exclusive power and authority to manage and control the
Partnership's venture capital investments. Subject to the supervision of the
Individual General Partners, the Managing General Partner is authorized to make
all decisions regarding the Partnership's venture capital investment portfolio
including, among other things, authority to find, evaluate, structure, monitor
and liquidate such investments and to provide, or arrange for the provision of,
managerial assistance to the portfolio companies in which the Partnership
invests.
Individual General Partners
Cornelius H. Borman, Jr. (1)
23 Smith Street
Chappaqua, New York 10514
Age 79
Individual General Partner since 1982
Units of the Partnership beneficially owned at December 15, 1994 - None (3)
Investment Adviser with Rockefeller Family & Associates from 1952 to
1980; General Partner of Venrock Associates, a venture capital
partnership formed by the Rockefeller family, from 1969 to 1980.
Eric M. Javits (1)
1345 Avenue of the Americas
New York, New York 10105
Age 63
Individual General Partner since 1982
Units of the Partnership beneficially owned at December 15, 1994 - None (3)
Senior counsel to Robinson, Brog, Leinwand, Reich, Genovese & Gluck,
P.C. since 1994; Consultant to the United States Department of State
from 1989 to 1990; Member of the law firm of Robinson, Brog, Leinwand,
Reich, Genovese & Gluck, P.C. and its predecessor firms from 1958 to
1989 and a senior partner of such firm from 1964 to 1989.
William M. Kelly (1)
40 Wall Street
New York, New York 10005
Age 50
Individual General Partner since 1982
Units of the Partnership beneficially owned at December 15, 1994 - One (3)
Associate of William T. Golden, Corporate Director and Trustee, since
1980; Vice President of National Aviation and Technology Company, a
registered investment company, from 1977 to 1980; Individual General
Partner of ML Venture Partners II, L.P.
Kevin K. Albert (2)
World Financial Center
North Tower
New York, New York 10281-1327
Age 42
Individual General Partner since 1991
Units of the Partnership beneficially owned at December 15, 1994 - None (3)
President of the Management Company; Managing Director of Merrill Lynch
& Co. Investment Banking Division ("MLIBK") since 1988; Vice President
of MLIBK from 1983 to 1988.
(1) Member of Audit Committee of the Individual General Partners.
(2) Interested person, as defined in the Investment Company Act.
(3) Messrs. Borman, Javits and Kelly have each contributed $1,000 to the
capital of the Partnership. Mr. Albert succeeded to the interest of a
former Individual General Partner who contributed $1,000 to the capital of
the Partnership.
<PAGE>
The Managing General Partner
Merrill Lynch Venture Capital Co., L.P. (the "Managing General Partner") is a
limited partnership organized on February 12, 1982 under the laws of the State
of New York. The Managing General Partner maintains its principal office at
North Tower, World Financial Center, New York, New York 10281-1327. The Managing
General Partner has acted as the managing general partner of the Partnership
since the Partnership commenced operations on October 15, 1982. The Managing
General Partner is engaged in no other activities at the date hereof.
The general partner of the Managing General Partner is Merrill Lynch Venture
Capital Inc. (the "Management Company"). Information concerning the Management
Company is set forth below under the Management Company.
The Partnership Agreement obligates the Managing General Partner to contribute
cash to the capital of the Partnership so that the Managing General Partner's
capital contribution at all times will be equal to one percent (1%) of the
aggregate capital contributions of all Partners of the Partnership. The Managing
General Partner has contributed $606,102 to the capital of the Partnership.
The Management Company
Merrill Lynch Venture Capital Inc. (the "Management Company") has served as the
management company for the Partnership since the Partnership commenced
operations. The Management Company performs, or arranges for others to perform,
the management and administrative services necessary for the operation of the
partnership pursuant to a Management Agreement, dated as of July 12, 1982,
between the Partnership and the Management Company.
The Management Company is an indirect subsidiary of Merrill Lynch & Co., Inc.
The Management Company, which was incorporated under Delaware law on January 25,
1982, maintains its principal office at North Tower, World Financial Center, New
York, New York 10281-1327. Set forth below is information concerning the
directors and officers of the Management Company. Unless otherwise noted, the
address of each such person is in North Tower, World Financial Center, New York,
New York, 10281-1327.
Kevin K. Albert
Director, President
Age 42
Officer or Director since 1990
Managing Director of MLIBK since 1988; Vice President of MLIBK from
1983 to 1988.
Robert F. Aufenanger
Director, Executive Vice President
Age 41
Officer or Director since 1990
Vice President of Merrill Lynch & Co. Corporate Strategy, Credit and
Research and Director of the Partnership Management Group since 1991;
Director of MLIBK from 1990 to 1991; Vice President of MLIBK from 1984
to 1990.
<PAGE>
Robert W. Seitz
Director, Vice President
Age 48
Officer or Director since 1993
First Vice President of Merrill Lynch & Co. Corporate Strategy, Credit
and Research and a Managing Director within the Corporate Credit
Division of Merrill Lynch since 1987.
Joseph W. Sullivan
Treasurer
Age 37
Officer or Director since 1993
Vice President of MLIBK since 1994; Assistant Vice President of MLIBK
from 1993 to 1994; Controller in the Partnership Analysis and
Management Department of MLIBK from 1990 to 1993; Assistant Vice
President of Standard & Poors Corporation from 1988 to 1990.
The directors of the Management Company will serve as directors until the next
annual meeting of stockholders and until their successors are elected and
qualify. The officers of the Management Company will hold office until the next
annual meeting of the Board of Directors of the Management Company and until
their successors are elected and qualify.
There are no family relationships among any of the Individual General Partners
of the Partnership and the officers and directors of the Management Company.
Item 11. Executive Compensation.
Compensation - The Partnership pays each Independent General Partner an annual
fee of $15,000 in quarterly installments, $1,000 per meeting of the General
Partners attended ($500 if a committee meeting is held on the same day as a
meeting of the General Partners) and pays all non-interested Individual General
Partners' actual out-of-pocket expenses relating to attendance at meetings. The
Independent General Partners receive $1,000 for each meeting of the audit
committee attended ($500 if the audit committee meeting is held on the same day
as a meeting of the General Partners). The aggregate fees and expenses paid by
the Partnership to the Independent General Partners for the fiscal years ended
September 30, 1994, 1993 and 1992 totaled $63,000, $66,000 and $66,592,
respectively.
Allocations and Distributions - The profits and losses of the Partnership are
determined and allocated as of the end of and within sixty days after the end of
each fiscal year. The Managing General Partner is allocated the Partnership's
net realized capital gains or losses, as the case may be, for such year so that
it receives (i) 20% of the Partnership's net capital gains calculated on a
cumulative basis over the life of the Partnership through such year, if the
Partnership has generated net realized capital gains on such cumulative basis
through such year or (ii) 10% of the Partnership's net capital losses calculated
on a cumulative basis over the life of the Partnership through such year, if the
Partnership has generated net realized capital losses on such cumulative basis
through such year. Such allocation is referred to herein as the "Managing
General Partner's Allocation". The Partnership's net realized capital gains or
losses in excess of the Managing General Partner's Allocation and all other
profits and losses, including interest or other income on funds not invested in
venture capital investments are allocated among all the Partners of the
Partnership (including the Managing General Partner) in proportion to their
capital contributions. Distributions to the Managing General Partner are not
made to the extent that the net realized gains allocated to the Managing General
Partner are offset by an amount equal to 20% of the net unrealized losses of the
Partnership determined as of the end of the fiscal year for which such
distributions were made.
For its fiscal year ended September 30, 1994, the Partnership had a net realized
loss from its portfolio investments of $572,794. In accordance with the
allocation procedure described above, the Managing General Partner was allocated
$119,141 of such realized loss. For its fiscal year ended September 30, 1993,
the Partnership had a net realized gain from its portfolio investments of
$4,673,251. In accordance with the allocation procedure described above, the
Managing General Partner was allocated $972,036 of such realized gain. For its
fiscal year ended September 30, 1992, the Partnership had a net realized gain
from its portfolio investments of $6,227,614. In accordance with the allocation
procedure described above, the Managing General Partner was allocated $1,295,344
of such realized capital gain. The General Partners declared a cash distribution
totaling $1.2 million payable to Limited Partners of record during the fiscal
year ended September 30, 1994. The General Partners also received a distribution
totaling $352,300 during fiscal 1994. The General Partners declared two cash
distributions totaling $7.5 million payable to Limited Partners of record during
the fiscal year ended September 30, 1993. The General Partners declared two cash
distributions totaling $10 million to Limited Partners of record during the
fiscal year ended September 30, 1992.
Management Fee - The Management Agreement provides that as compensation for its
services to the Partnership, the Management Company will receive a fee at the
annual rate of 2% of the amount of the net assets of the Partnership. Such fee
is determined and payable quarterly on the basis of the net assets of the
Partnership at the end of each calendar quarter. For the fiscal years ended
September 30, 1994, 1993 and 1992, management fees earned by the Management
Company aggregated $61,000, $110,000 and $286,000, respectively.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning the security ownership of the Individual General
Partners set forth in Item 10 under the subcaption "Individual General Partners"
is incorporated herein by reference.
As of December 15, 1994, no person or group is known by the Partnership to be
the beneficial owner of more than 5 percent of the Units. Mr. Kelly, an
Individual General Partner of the Partnership, owns one Unit or less than one
percent of the total Units outstanding. The Individual General Partners and the
directors and officers of the Management Company own as a group one Unit or less
than one percent of the total Units outstanding.
The Partnership is not aware of any arrangement which may result, at a
subsequent date, in a change of control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
Kevin K. Albert, a Director and President of the Management Company and a
Managing Director of MLIBK, joined Merrill Lynch in 1981. Robert F. Aufenanger,
a Director and Executive Vice President of the Management Company, a Vice
President of Merrill Lynch & Co. Corporate Strategy, Credit and Research and a
Director of the Partnership Management Department, joined Merrill Lynch in 1980.
Robert W. Seitz, a Director and Vice President of the Management Company, a
First Vice President of Merrill Lynch & Co. Corporate Strategy, Credit and
Research and a Managing Director within the Corporate Credit Division of Merrill
Lynch, joined Merrill Lynch in 1981. Joseph W. Sullivan, a Treasurer of the
Management Company and a Controller in the Partnership Analysis and Management
Department, joined Merrill Lynch in 1990. From 1988 to 1990, Mr. Sullivan was an
Assistant Vice President with Standard & Poor's Debt Rating Group.
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
(a) 1. Financial Statements
Balance Sheets as of September 30, 1994 and 1993
Schedule of Portfolio Investments as of September 30, 1994
Schedule of Portfolio Investments as of September 30, 1993
Statements of Operations for the Years Ended September 30,
1994, 1993 and 1992
Statements of Cash Flows for the Years Ended September 30,
1994, 1993 and 1992
Statement of Changes in Partners' Capital for the Year Ended
September 30, 1994 Statement of Changes in Partners' Capital
for the Year Ended September 30, 1993 Statement of Changes
in Partners' Capital for the Year Ended September 30, 1992
Notes to Financial Statements
Schedule I - Short-Term Investments at September 30, 1993
2. All schedules, except for Schedule I, are omitted because of
the absence of conditions under which they are required or
because the required information is included in the
financial statements or the notes thereto.
3. Exhibits
(3) Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership, dated as
of February 12, 1982 and amended through October
6, 1982.*
(10) Management Agreement dated as of July 12, 1982 between
the Partnership and the Management Company.*
(27) Financial Data Schedule.
(28) (a) Prospectus of the Partnership dated June 18,
1982 filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as supplemented by
supplements thereto dated July 13, 1982 and
September 28, 1982, filed pursuant to Rule 424(c)
under the Securities Act of 1933.*
(28) (b) Custody Agreement dated May 31, 1983 between the
Partnership and Chemical Bank.**
(b) No reports on Form 8-K have been filed during the fourth quarter of the
fiscal year covered by this report.
- -----------------------------
* Incorporated by reference to the Partnership's Annual Report on Form
10-K for the fiscal year ended September 30, 1982 filed with the
Securities and Exchange Commission on December 29, 1982.
** Incorporated by reference to the Partnership's Quarterly Report on Form
10-Q for the quarter ended June 30, 1983 filed with the Securities and
Exchange Commission on August 15, 1983.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 7th day of December.
ML VENTURE PARTNERS I, L.P.
By: /s/ Kevin K. Albert
Kevin K. Albert
General Partner
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrants and in the capacities indicated on the 7th day of December.
<TABLE>
<S> <C> <C> <C>
By: Merrill Lynch Venture Capital Co., L.P. By: /s/ Eric M. Javits
its Managing General Partner Eric M. Javits
General Partner
By: Merrill Lynch Venture Capital Inc. ML Venture Partners I, L.P.
its General Partner
By: /s/ Kevin K. Albert By: /s/ William M. Kelly
---------------------- -----------------------
Kevin K. Albert William M. Kelly
President General Partner
(Principal Executive Officer) ML Venture Partners I, L.P.
By: /s/ Joseph W. Sullivan By: /s/ Cornelius H. Borman, Jr.
Joseph W. Sullivan Cornelius H. Borman, Jr.
Treasurer General Partner
(Principal Financial and Accounting Officer) ML Venture Partners I, L.P.
</TABLE>
<PAGE>
Exhibit Index
Exhibits Page
(3) Amended and Restated Certificate and Agreement of Limited Partnership of
the Partnership, dated as of February 12, 1982 and amended through October
6, 1982.*
(10) Management Agreement dated as of July 12, 1982 between the Partnership and
the Management Company.*
(27) Financial Data Schedule.
(28) (a) Prospectus of the Partnership dated June 18, 1982 filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as supplemented by supplements thereto dated July
13, 1982 and September 28, 1982, filed pursuant to Rule 424(c) under the
Securities Act of 1933.*
(28) (b) Custody Agreement dated May 31, 1983 between the Partnership and
Chemical Bank.**
* Incorporated by reference to the Partnership's Annual Report on Form
10-K for the fiscal year ended September 30, 1982 filed with the
Securities and Exchange Commission on December 29, 1982.
** Incorporated by reference to the Partnership's Quarterly Report on Form
10-Q for the quarter ended June 30, 1983 filed with the Securities and
Exchange Commission on August 15, 1983.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ML VENTURE
PARTNERS I, L.P.'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30,
1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> SEP-30-1994
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 2,572,769
<INVESTMENTS-AT-VALUE> 2,426,548
<RECEIVABLES> 1,131
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 564,048
<TOTAL-ASSETS> 2,991,727
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44,133
<TOTAL-LIABILITIES> 44,133
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,093,815
<SHARES-COMMON-STOCK> 12,000
<SHARES-COMMON-PRIOR> 12,000
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</TABLE>
