SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period Ended December 31, 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)
</TABLE>
Registrant's telephone number, including area code: (212) 449-1000
Not applicable
Former name, former address and former fiscal year, if changed since last report
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>
INDEX
ML VENTURE PARTNERS I, L.P.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of December 31, 1994 (Unaudited) and September 30, 1994
Schedule of Portfolio Investments as of December 31, 1994 (Unaudited)
Statements of Operations for the Three Months Ended December 31, 1994 and 1993
(Unaudited)
Statements of Cash Flows for the Three Months Ended December 31, 1994 and 1993
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended December
31, 1994 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ML VENTURE PARTNERS I, L.P.
BALANCE SHEETS
<TABLE>
December 31, 1994 September 30,
(Unaudited) 1994
<S> <C> <C>
ASSETS
Investments - Note 2
Portfolio investments, at fair value
(cost $2,502,437 at December 31, 1994 and
$2,572,769 at September 30, 1994) $ 2,385,704 $ 2,426,548
Short-term investments, at amortized cost 497,934 -
Cash and cash equivalents 109,053 564,048
Accrued interest receivable 1,131 1,131
----- -----
TOTAL ASSETS $ 2,993,822 $ 2,991,727
= ========= = =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 15,180 $ 12,071
Due to Management Company - Note 4 14,807 14,812
Due to Independent General Partners - Note 5 17,250 17,250
------ ------
Total liabilities 47,237 44,133
------ ------
Partners' Capital:
Managing General Partner 762,622 756,459
Individual General Partners 186 188
Limited Partners (12,000 Units) 2,300,510 2,337,168
Unallocated net unrealized depreciation of investments - Note 2 (116,733) (146,221)
-------- --------
Total partners' capital 2,946,585 2,947,594
--------- ---------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 2,993,822 $ 2,991,727
= ========= = =========
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
December 31, 1994
ACTIVE PORTFOLIO INVESTMENTS:
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
<S> <C> <C> <C>
Acuity Imaging, Inc.(A)(B)
75,311 shares of Common Stock Aug. 1985 $ 529,668 $ 423,248
- ----------------------------- --------- - ------- - -------
Alpharel, Inc.(A)
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 $ 2,502,437 $ 2,385,704
= ========= = =========
</TABLE>
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(C)
<TABLE>
Net
Cost Realized Gain Return
<S> <C> <C> <C>
TOTALS FROM LIQUIDATED PORTFOLIO
INVESTMENTS(D) $ 52,172,492 $ 19,998,453 $ 72,170,945
= ========== = ========== = ==========
</TABLE>
<TABLE>
Combined Net Combined
Unrealized and Fair Value
Cost Realized Gain and Return
<S> <C> <C> <C>
TOTALS FROM ACTIVE AND LIQUIDATED
PORTFOLIO INVESTMENTS $ 54,674,929 $ 19,881,720 $ 74,556,649
= ========== = ========== = ==========
</TABLE>
(A) Public company
(B) During December 1994, the Partnership sold 10,000 shares of Acuity
Imaging, Inc. common stock for $81,000, realizing a gain of $11,000.
Subsequent to the end of the quarter, in January 1995, the Partnership
sold 10,000 shares of Acuity for $80,000, realizing a gain of $10,000.
(C) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through December 31, 1994.
(D) During December 1994, the Partnership sold 150,000 common shares of DTC
Data Technology Corporation, a portfolio investment previously
written-off, for $22,000, realizing a gain of $22,000.
* Company may be deemed an affiliated person of the Partnership as defined in
the Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended December 31,
<TABLE>
1994 1993
---- ----
<S> <C> <C>
INVESTMENT INCOME AND EXPENSES
Interest income $ 6,800 $ 15,097
- ----- - ------
Expenses:
Management fee - Note 4 14,807 14,795
Professional fees 30,316 24,504
Mailing and printing 6,925 7,200
Independent General Partners' fees - Note 5 17,250 17,250
Custodial fees 417 800
Miscellaneous 250 250
--- ---
Total expenses 69,965 64,799
------ ------
NET INVESTMENT LOSS (63,165) (49,702)
Net realized gain from investments sold and written-off 32,668 6,803
------ -----
NET REALIZED LOSS FROM OPERATIONS
(allocable to Partners) - Note 3 (30,497) (42,899)
Net change in unrealized appreciation or depreciation of investments 29,488 1,995
------ -----
NET DECREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ (1,009) $ (40,904)
= ====== = =======
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended December 31,
<TABLE>
1994 1993
---- ----
<S> <C> <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES
Net investment loss $ (63,165) $ (49,702)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Increase in receivables - (1,131)
Increase in accrued interest on short-term investments (248) (3,627)
Increase (decrease) in payables 3,104 (7,209)
----- ------
Cash used for operating activities (60,309) (61,669)
------- -------
CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Net proceeds from the sale of portfolio investments 103,000 380,141
Net purchase of short-term investments (497,686) (340,558)
-------- --------
Cash provided from (used for) investing activities (394,686) 39,583
-------- ------
Decrease in cash and cash equivalents (454,995) (22,086)
Cash and cash equivalents at beginning of period 564,048 579,164
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 109,053 $ 557,078
= ======= = =======
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended December 31, 1994
<TABLE>
Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation of
Partner Partners Partners Investments Total
<S> <C> <C> <C> <C> <C>
Balance at beginning of
period $ 756,459 $ 188 $ 2,337,168 $ (146,221) $ 2,947,594
Net investment loss (632) (4) (62,529) - (63,165)
Net realized gain from
investments 6,795 2 25,871 - 32,668
Net change in unrealized
depreciation of investments - - - 29,488 29,488
- - - ------ ------
Balance at end of period $ 762,622 $ 186 $ 2,300,510(A) $ (116,733) $ 2,946,585
= ======= = === = ========= = ======== = =========
</TABLE>
(A) The net asset value per Unit of limited partnership interest, including an
assumed allocation of net unrealized depreciation, is $184. Each Unit
represents an original capital contribution of $5,000. Cumulative cash
distributions paid through December 31, 1994 total $5,750 per Unit.
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
ML 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 December 31, 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 $116,733 at December 31, 1994, which was recorded for
financial statement purposes, was not recognized for tax purposes. Additionally,
from inception to December 31, 1994, other timing differences relating to
realized losses totaling $1.3 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 (UNAUDITED)
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 December
31, 1994, the Partnership had cumulative net realized capital gains 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. Interim Financial Statements
In the opinion of Merrill Lynch Venture Capital Co., L.P., the managing general
partner of the Partnership, the unaudited financial statements as of December
31, 1994, and for the three month period then ended, reflect all adjustments
necessary for the fair presentation of the results of the interim period.
<PAGE>
Item 2. 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. From 1986 to 1993, the Partnership made
additional follow-on investments in several 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 three months ended December 31, 1994.
At December 31, 1994, 31 of the Partnership's 34 portfolio investments had been
fully liquidated and two of its remaining three investments were partially
liquidated. Portfolio investments liquidated through December 31, 1994 had a
cost of $52.2 million and returned $72.2 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
December 31, 1994, the Partnership has made cash distributions to Partners
totaling $73 million, primarily representing proceeds received from the sale of
portfolio investments.
At December 31, 1994, the Partnership held $607,000 in cash and short-term
investments; $498,000 in short-term investments with maturities of less than one
year and $109,000 in an interest bearing cash account. 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 sale of the remaining
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.
This is the final extension available under the Partnership Agreement. As a
result, the Partnership must terminate no later than December 31, 1996.
Results of Operations
For the three months ended December 31, 1994 and 1993, the Partnership had a net
realized loss from operations of $30,000 and $43,000, respectively. Net realized
gain or loss from operations is comprised of 1) net realized gains or losses
from portfolio investments and 2) net investment income or loss.
Realized Gains and Losses from Portfolio Investments - The Partnership had a
$33,000 net realized gain from portfolio investments sold during the three
months ended December 31, 1994. In December 1994, the Partnership sold 10,000
common shares of Acuity Imaging, Inc. in the public market for $81,000,
realizing a gain of $11,000. Additionally in December 1994, the Partnership sold
150,000 common shares of DTC Data Technology Corporation, a portfolio investment
previously written-off, for $22,000, realizing a gain of $22,000.
For the three months ended December 31, 1993, the Partnership sold 45,000 common
shares of Alpharel, Inc. in the public market for $66,000, realizing a gain of
$7,000.
<PAGE>
Investment Income and Expenses - Net investment loss (investment income less
operating expenses) for the three months ended December 31, 1994 and 1993 was
$63,200 and $49,700, respectively. The increase in net investment loss primarily
resulted from an $8,300 decline in interest income from $15,100 in 1993 to
$6,800 in 1994 and a $5,800 increase in professional fees from $24,500 in 1993
to $30,300 in 1994. The decline in interest income for the 1994 period compared
to the 1993 period was 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 for the 1994 period.
Professional fees increased during the 1994 period compared to the 1993 period
due to increased liquidation activities during the 1994 period.
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 for the three months ended December 31, 1994 and 1993 was $15,000
for each period. The management fee will decline in future periods as the
Partnership's remaining portfolio investments are liquidated and cash
distributions to Partners are approved. 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 portfolio
investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Investments - For the three months ended December 31, 1994, the
Partnership had an unrealized gain from its portfolio investments of $13,600
resulting from the increased public market price of the common stock of Acuity
Imaging. Additionally during the period, the Partnership reversed unrealized
loss reserves of $15,900 as a result of selling Acuity shares, as discussed
above. As a result, the Partnership's net unrealized depreciation of investments
declined $29,500 for the period.
For the three months ended December 31, 1993, the Partnership had a net
unrealized gain from its portfolio investments of $3,000, primarily resulting
from an upward revaluation of its investment in Alpharel. Additionally during
the period, the Partnership transferred $1,000 from unrealized gain to realized
gain as a result of selling Alpharel shares, as discussed above. As a result,
the Partnership's net unrealized depreciation of investments declined $2,000 for
the period.
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 three months ended December
31, 1994 and 1993, the Partnership's net assets from operations decreased $1,000
and $41,000, respectively.
At December 31, 1994, the Partnership's net assets were $2,947,000, down $1,000
from $2,948,000 at September 30, 1994. This decrease resulted from the $1,000
net decrease in net assets resulting from operations comprised of a $62,000
increase in net assets from portfolio transactions offset by a $63,000 net
investment loss for the period.
At December 31, 1993, 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
$1,552,000 accrued cash distribution paid to Partners during January 1994 and
the $41,000 net decrease in net assets resulting from operations for the period.
<PAGE>
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 December 31, 1994 and
September 30, 1994 was $184 and $185, respectively.
Cumulative cash distributions paid to Limited Partners from the inception of the
Partnership to December 31, 1994 total $69 million, or $5,750 per $5,000 Unit.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fiscal quarter
covered by this report.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) 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 period covered
by this report.
- ------------------------------
* Incorporated by reference to the Partnership's Annual Report on Form 10-K
for the three months 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 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.
ML VENTURE PARTNERS I, L.P.
/s/ Kevin K. Albert
By: Kevin K. Albert
General Partner
By: Merrill Lynch Venture Capital Co., L.P.
its Managing General Partner
By: Merrill Lynch Venture Capital Inc.
its General Partner
By: /s/ Kevin K. Albert
Kevin K. Albert
President
(Principal Executive Officer)
By: /s/ Joseph W. Sullivan
Joseph W. Sullivan
Treasurer
(Principal Financial and Accounting Officer)
Date: February 6, 1995
<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 three months 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 FIRST QUARTER REPORT ON FORM 10-Q FOR THE PERIOD ENDED
DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 2,502,437
<INVESTMENTS-AT-VALUE> 2,385,704
<RECEIVABLES> 1,131
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 606,987
<TOTAL-ASSETS> 2,993,822
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 47,237
<TOTAL-LIABILITIES> 47,237
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,063,318
<SHARES-COMMON-STOCK> 12,000
<SHARES-COMMON-PRIOR> 12,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (116,733)
<NET-ASSETS> 2,946,585
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,800
<OTHER-INCOME> 0
<EXPENSES-NET> 69,965
<NET-INVESTMENT-INCOME> (63,165)
<REALIZED-GAINS-CURRENT> 32,668
<APPREC-INCREASE-CURRENT> 29,488
<NET-CHANGE-FROM-OPS> (1,009)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,009)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
