ML VENTURE PARTNERS I L P /DE/
10-Q, 1995-08-11
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                       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 June 30, 1995

Or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from                     to
                             Commission file number 0-10179


                          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>


                          ML VENTURE PARTNERS I, L.P.

                                     INDEX


PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of June 30, 1995 (Unaudited) and September 30, 1994

Schedule of Portfolio Investments as of June 30, 1995 (Unaudited)

Statements of  Operations  for the Three and Nine Months Ended June 30, 1995 and
1994 (Unaudited)

Statements  of Cash  Flows  for the Nine  Months  Ended  June 30,  1995 and 1994
(Unaudited)

Statement  of Changes in  Partners'  Capital for the Nine Months  Ended June 30,
1995 (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>
                                                                                         June 30, 1995       September 30,
                                                                                          (Unaudited)              1994

ASSETS

Investments - Note 2
   Portfolio investments, at fair value (cost $1,972,769 at
<S>                                                                                        <C>                    <C>            
     June 30, 1995 and $2,572,769 at September 30, 1994)                                $     2,680,888        $     2,426,548
   Short-term investments, at amortized cost                                                    999,177                      -
Cash and cash equivalents                                                                       209,606                564,048
Accrued interest receivable                                                                       1,981                  1,131
                                                                                                  -----                  -----

TOTAL ASSETS                                                                            $     3,891,652        $     2,991,727
                                                                                        =     =========        =     =========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accounts payable                                                                        $        11,048                 12,071
Due to Management Company - Note 4                                                               19,332                 14,812
Due to Independent General Partners - Note 5                                                     14,250                 17,250
                                                                                                 ------                 ------
   Total liabilities                                                                             44,630                 44,133
                                                                                                 ------                 ------

Partners' Capital:

Managing General Partner                                                                        797,364                756,459
Individual General Partners                                                                         188                    188
Limited Partners (12,000 Units)                                                               2,341,351              2,337,168
Unallocated net unrealized appreciation (depreciation) of
   investments - Note 2                                                                         708,119               (146,221)
                                                                                                -------               -------- 
     Total partners' capital                                                                  3,847,022              2,947,594
                                                                                              ---------              ---------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                 $     3,891,652        $     2,991,727
                                                                                        =     =========        =     =========
</TABLE>


See notes to financial statements.



<PAGE>


ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
June 30, 1995


Active Portfolio Investments:

<TABLE>
                                                                        Initial Investment
Company / Position                                                             Date                Cost              Fair Value
Alpharel, Inc.(A)
<C>                    <C>  <C>                                                 <C>           <C>               <C>            
6% promissory note due 9/24/95                                             Apr. 1984          $      146,852    $       146,852
- ------------------------------                                             ---------          -      -------    -       -------
Inference Corporation*(A)(B)
332,157 shares of common stock                                             Feb. 1984               1,660,983          2,345,859
Warrants to purchase 6,000 shares of common stock
   at $1.05 per share, expiring on 12/16/97                                                                0             10,875
Warrants to purchase 8,391 shares of common stock
   at $1.00 per share, expiring on 4/19/99                                                             4,934             17,302
   Brightware, Inc.(B)
   332,157 shares of common stock                                          Feb. 1984                 160,000            160,000
   Warrants to purchase 6,000 shares of common stock
     at $1.05 per share, expiring on 12/16/97                                                              0                  0
   Warrants to purchase 8,391 shares of common stock
     at $1.00 per share, expiring on 4/19/99                                                               0                  0
     ---------------------------------------                                                               -                  -

Totals From Active Portfolio Investments                                                      $    1,972,769    $     2,680,888
                                                                                              =    =========    =     =========
</TABLE>




SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(D)


<TABLE>
                                                                                                 Net
                                                                            Cost            Realized Gain                Return

<S>                                                                   <C>                 <C>                  <C>             
Totals From Liquidated Portfolio Investments(C)                       $    52,702,160     $     20,170,099     $     72,872,259
                                                                      =    ==========     =     ==========     =     ==========


                                                                                            Combined Net               Combined
                                                                                           Unrealized and            Fair Value
                                                                            Cost            Realized Gain            and Return

Totals From Active and Liquidated Portfolio
Investments                                                           $    54,674,929     $     20,878,218     $     75,553,147
                                                                      =    ==========     =     ==========     =     ==========
</TABLE>



<PAGE>


ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
June 30, 1995



(A)    Public company

(B)    Effective  in May 1995,  Inference  Corporation  completed  a spin-off of
       certain of its  assets and  liabilities,  in a tax free  transaction,  to
       Brightware,  Inc. and all of the shares of Brightware  were issued to the
       Inference   shareholders.   The  Partnership's  ownership  of  Brightware
       coincided with its ownership of Inference prior to the spin-off.  On June
       30, 1995, Inference completed its initial public offering. As a result of
       a  conversion  of preferred  stock into common  stock and a  one-for-five
       reverse split effected in connection  with the offering,  the Partnership
       exchanged its 951,671 shares of preferred  stock and warrants to purchase
       71,959  shares of  preferred  stock of  Inference  for 332,157  shares of
       common stock and warrants to purchase 14,391 shares of common stock.

(C)  In April 1995, the Partnership  sold its remaining  45,311 shares of Acuity
     Imaging, Inc. for $371,000, realizing a gain of $52,000.

(D)    Amounts  provided for  "Supplemental  Information:  Liquidated  Portfolio
       Investments" are cumulative from inception through June 30, 1995.

*    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)



<TABLE>
                                                                       Three Months Ended               Nine Months Ended
                                                                            June 30,                        June 30,

                                                                     1995            1994              1995           1994
                                                                     ----            ----              ----           ----

INVESTMENT INCOME AND EXPENSES

<S>                                                             <C>              <C>              <C>              <C>         
   Interest and dividends                                       $     22,620     $       6,871    $     41,717     $     30,054
                                                                -     ------     -       -----    -     ------     -     ------

   Expenses:

   Management fee - Note 4                                            19,332            15,035          50,008           45,749
   Professional fees                                                  14,282            10,995          73,947           62,227
   Mailing and printing                                                6,426             8,853          28,749           30,827
   Independent General Partners' fees - Note 5                        14,250            14,250          46,126           45,750
   Custodial fees                                                        691               339           1,615            1,558
   Miscellaneous                                                           -               100             498              435
                                                                           -               ---             ---              ---
   Total expenses                                                     54,981            49,572         200,943          186,546
                                                                      ------            ------         -------          -------

NET INVESTMENT LOSS                                                  (32,361)          (42,701)       (159,226)        (156,492)

Net realized gain (loss) from portfolio investments                   52,252             4,990         204,314         (572,794)
                                                                      ------             -----         -------         -------- 

NET REALIZED GAIN (LOSS) FROM
   OPERATIONS (allocable to Partners) - Note 3                        19,891           (37,711)         45,088         (729,286)

Net change in unrealized appreciation or
   depreciation of investments                                       669,181          (138,271)        854,340          736,149
                                                                     -------          --------         -------          -------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                    $    689,072     $    (175,982)   $    899,428     $      6,863
                                                                =    =======     =    ========    =    =======     =      =====
</TABLE>


See notes to financial statements.


<PAGE>


ML VENTURE PARTNERS I, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended June 30,



<TABLE>
                                                                                                 1995                1994
                                                                                                 ----                ----

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                          <C>                <C>             
Net investment loss                                                                          $    (159,226)     $      (156,492)

Adjustments  to  reconcile  net  investment  loss to  cash  used  for  operating
   activities:
Increase in receivables                                                                               (850)              (1,131)
(Increase) decrease in accrued interest on short-term investments                                   (3,789)               5,131
Increase (decrease) in payables                                                                        497              (18,949)
                                                                                                       ---              ------- 
Cash used for operating activities                                                                (163,368)            (171,441)
                                                                                                  --------             -------- 

CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES

Net proceeds from the sale of portfolio investments                                                804,314              800,897
Net return (purchase) of short-term investments                                                   (995,388)             948,776
                                                                                                  --------              -------
Cash provided from (used for) investing activities                                                (191,074)           1,749,673
                                                                                                  --------            ---------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distributions to Partners - Note 6                                                                  -           (1,552,300)
                                                                                                         -           ---------- 

Increase (decrease) in cash and cash equivalents                                                  (354,442)              25,932
Cash and cash equivalents at beginning of period                                                   564,048              579,164
                                                                                                   -------              -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $     209,606      $       605,096
                                                                                             =     =======      =       =======
</TABLE>


See notes to financial statements.



<PAGE>


ML VENTURE PARTNERS I, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Nine Months Ended June 30, 1995



<TABLE>
                                                                                              Unallocated
                                                                                            Net Unrealized
                                        Managing        Individual                           Appreciation
                                         General          General          Limited          (Depreciation)
                                         Partner         Partners         Partners          of Investments           Total

Balance at beginning of
<S>                                   <C>                 <C>          <C>                   <C>                <C>            
period                                $    756,459        $  188       $    2,337,168        $    (146,221)     $     2,947,594

Net investment loss                         (1,592)          (11)            (157,623)                   -             (159,226)

Net realized gain from
portfolio investments                       42,497            11              161,806                    -              204,314

Net change in unrealized
appreciation (depreciation)
of investments                                   -             -                    -              854,340              854,340
                                                 -             -                    -              -------              -------

Balance at end of period              $    797,364        $  188       $    2,341,351(A)     $     708,119      $     3,847,022
                                      =    =======        =  ===       =    =========        =     =======      =     =========
</TABLE>


(A)  The net asset value per Unit of limited partnership interest,  including an
     assumed  allocation  of net  unrealized  appreciation,  is $242.  Each Unit
     represents an original  capital  contribution  of $5,000.  Cumulative  cash
     distributions paid through June 30, 1995 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.  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 appreciation of $708,119 at
June 30, 1995,  which was recorded for  financial  statement  purposes,  was not
recognized for tax purposes.

<PAGE>


ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), continued


Additionally, from inception to June 30, 1995, 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.

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 June 30,
1995,  the  Partnership  had  cumulative  net  realized  capital  gains of $20.2
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).



<PAGE>


ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), continued


6.       Cash Distributions

Cash  distributions  paid  during the  periods  presented  and  cumulative  cash
distributions paid from inception to June 30, 1995 are listed below.

<TABLE>
                                                             General                  Limited                    Per
          Date of Distribution                              Partners                 Partners                $5,000 Unit
          --------------------                              --------                 --------                -----------

<S>                    <C> <C>                          <C>                       <C>                        <C>      
Inception to September 30, 1993                         $     3,608,000           $    67,800,000            $   5,650
January 20, 1994                                                352,000                 1,200,000                  100
                                                                -------                 ---------                  ---

Cumulative totals at June 30, 1995                      $     3,960,000           $    69,000,000            $   5,750
                                                        =     =========           =    ==========            =   =====
</TABLE>

7.       Subsequent Event

On July 27, 1995, the General Partners  approved a cash distribution to Partners
totaling $975,000;  $375,000 to the Managing General Partner and $600,000 to the
Limited Partners, representing $50 per unit of limited partnership interest. The
distribution  will be paid in  October  1995 to  Limited  Partners  of record on
September  30,  1995 and will  bring  cumulative  distributions  paid to Limited
Partners to $69,600,000, or $5,800 per $5,000 Unit.

8.       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 June 30,
1995,  and for the  three  and  nine  month  periods  then  ended,  reflect  all
adjustments  necessary for the fair  presentation  of the results of the interim
periods.



<PAGE>


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

Liquidity and Capital Resources
At  June  30,  1995,  the  Partnership  held  $1.2  million  in  cash  and  cash
equivalents:  $1 million in short-term  investments with maturities of less than
one year and $210,000 in an interest  bearing cash  account.  During April 1995,
the Partnership  sold its remaining  45,311 shares of Acuity  Imaging,  Inc. for
$371,000.  For the nine months ended June 30, 1995, the Partnership had received
proceeds from the sale of portfolio  investments  totaling $804,000.  Generally,
all cash  received  from  liquidated  portfolio  investments,  after an adequate
reserve for future  operating  expenses,  is  distributed to Partners as soon as
practicable.  The Partnership  will not invest in any new portfolio  investments
and  does  not  expect  to make  any  additional  follow-on  investments  in the
remaining portfolio companies.

From its inception to June 30, 1995, the Partnership had liquidated  investments
with an aggregate cost of $52.7 million.  These liquidated  investments returned
$72.9  million to the  Partnership,  resulting  in a $20.2  million net realized
gain. At June 30, 1995, the Partnership's  remaining investment portfolio had an
aggregate cost of $2 million and a carrying value of $2.7 million.

From its  inception  through  June  30,  1995,  the  Partnership  had made  cash
distributions  to  Partners  totaling  $73  million;  $69 million to the Limited
Partners,  or $5,750 per Unit,  and $4 million to the  General  Partners.  These
distributions primarily represented proceeds received from the sale of portfolio
investments. On July 27, 1995, the General Partners approved a cash distribution
totaling $975,000; $375,000 to the Managing General Partner and $600,000, or $50
per Unit, to Limited Partners.  The distribution will be paid in October 1995 to
Limited  Partners of record on September 30, 1995. The  distribution  will bring
cumulative cash distributions paid to Limited Partners to $69,600,000, or $5,800
per Unit.

Results of Operations
For the three and nine months ended June 30,  1995,  the  Partnership  had a net
realized  gain from  operations  of $20,000 and $45,000,  respectively.  For the
three and nine months ended June 30, 1994,  the  Partnership  had a net realized
loss from operations of $38,000 and $729,000, respectively. Net realized gain or
loss  from  operations  is  comprised  of (i) net  realized  gain  or loss  from
portfolio  investments and (ii) net investment  income or loss (interest  income
less operating expenses).

Realized  Gains or Losses from  Portfolio  Investments  - For the three and nine
months  ended  June 30,  1995,  the  Partnership  had a net  realized  gain from
portfolio investments of $52,000 and $204,000,  respectively. In April 1995, the
Partnership  sold its  remaining  45,311  shares of  Acuity  Imaging,  Inc.  for
$371,000,  realizing  a gain of $52,000.  During the six months  ended March 31,
1995, the Partnership  sold 40,000 shares of Acuity Imaging,  Inc. for $343,000,
realizing a gain of $62,000.  Also during the six months  ended March 31,  1995,
the  Partnership  sold its  620,000  shares of DTC Data  Technology  Corporation
("DTC"),  formerly  Qume  Corporation,  for $90,000.  This sale  resulted in the
recognition of a $90,000 realized gain since DTC was a portfolio investment that
had been previously written-off.

For the three and nine months ended June 30,  1994,  the  Partnership  had a net
realized gain from portfolio  investments of $5,000 and a net realized loss from
portfolio investments of $573,000,  respectively.  During the three months ended
June 30, 1994,  the  Partnership  sold its  remaining  104,608  common shares of
Alpharel,  Inc. in the public market for  $142,000,  realizing a gain of $5,000.
During the six months  ended  March 31,  1994,  the  Partnership  wrote-off  the
remaining  $620,000 cost of its original  $1.6 million  investment in DTC due to
the continued  depressed  public market price and limited  trading volume of the
company's  common  stock.  Also during the six months ended March 31, 1994,  the
Partnership  sold 180,000  common shares of Alpharel for  $278,000,  realizing a
gain of $42,000.

Investment  income and expenses - Net investment loss for the three months ended
June 30, 1995 and 1994 was $32,000 and  $43,000,  respectively.  Net  investment
loss for the nine months ended June 30, 1995 and 1994 was $159,000 and $156,000,
respectively. The smaller net investment loss for the three month period in 1995
compared  to the same period in 1994  primarily  was  attributable  to a $16,000
increase  in interest  earned from  short-term  investments,  resulting  from an
increase in short-term  interest  rates and an increase in the average amount of
funds  invested  in  such  securities  during  the  1995  period.  There  was no
significant  change in net  investment  loss for the nine months  ended June 30,
1995 compared to the same period in 1994.

The Management Company receives compensation 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 quarter ended June 30, 1995 was $19,000  compared to $15,000 for the
same period in 1994.  The management fee for the nine months ended June 30, 1995
was $50,000  compared to $46,000 for the same period in 1994. The management fee
and other  operating  expenses  incurred 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 Portfolio Investments - For the nine months ended June 30, 1995,
the  Partnership  had a net  unrealized  gain from its portfolio  investments of
$845,000. This unrealized gain primarily resulted from the upward revaluation of
the Partnership's  investment in Inference Corporation  reflecting the company's
increased valuation due to the completion of its initial public offering on June
30, 1995.  Additionally,  for the nine month  period  ended June 30,  1995,  the
Partnership  reversed  $9,000  of  unrealized  losses  due to the sale of Acuity
shares  which were sold at a gain during the period,  as discussed  above.  As a
result, the Partnership's net unrealized  appreciation of investments  increased
$854,000 for the nine month period ended June 30, 1995.

For the nine months ended June 30, 1994,  the  Partnership  had a net unrealized
gain from its portfolio  investments of $211,000,  primarily  resulting from the
upward revaluation of its investment in Acuity Imaging, Inc.  Additionally,  for
the nine months ended June 30, 1994,  $525,000 was  transferred  from unrealized
loss to realized  loss due to the write-off of the  Partnership's  investment in
DTC and the sale of  Alpharel  shares,  as  discussed  above.  As a result,  the
Partnership's net unrealized  appreciation of investments increased $736,000 for
the nine month period ended June 30, 1995.

Net Assets - At June 30, 1995, the  Partnership's  net assets were $3.8 million,
up $899,000 from $2.9 million at September 30, 1994. The increase  resulted from
the $45,000 net realized gain from  operations and the $854,000  increase in net
unrealized appreciation for the nine month period.

For the nine  months  ended  June 30,  1994,  the  Partnership  had a $7,000 net
increase  in net  assets  resulting  from  operations  comprised  of a  $736,000
increase in  unrealized  appreciation  of  investments  offset by a $729,000 net
realized loss from  operations for the nine month period.  At June 30, 1994, the
Partnership's net assets were $3 million, down $1.5 million from $4.5 million at
September 30, 1993. This decrease resulted from the $1,552,300 cash distribution
paid to Partners in January 1994 partially  offset by the $7,000 net increase in
net assets resulting from operations for the nine month period.

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 at June 30, 1995 and September  30, 1994,  was
$242 and $185 per $5,000 Unit, respectively.



<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.


By:      /s/    Kevin K. Albert
         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/    Diane T. Herte
         Diane T. Herte
         Vice President and Treasurer
         (Principal Financial and Accounting Officer)


Date:    August 11, 1995


<TABLE> <S> <C>


<ARTICLE>                                                                      6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM ML VENTURE
PARTNERS I, L.P.'S  QUARTERLY  REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE>                                                              9-MOS
<FISCAL-YEAR-END>                                                    SEP-30-1995
<PERIOD-START>                                                        OCT-1-1994
<PERIOD-END>                                                         JUN-30-1995
<INVESTMENTS-AT-COST>                                                  1,972,769
<INVESTMENTS-AT-VALUE>                                                 2,680,888
<RECEIVABLES>                                                              1,981
<ASSETS-OTHER>                                                                 0
<OTHER-ITEMS-ASSETS>                                                   1,208,783
<TOTAL-ASSETS>                                                         3,891,652
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                 44,630
<TOTAL-LIABILITIES>                                                       44,630
<SENIOR-EQUITY>                                                                0
<PAID-IN-CAPITAL-COMMON>                                                       0
<SHARES-COMMON-STOCK>                                                          0
<SHARES-COMMON-PRIOR>                                                          0
<ACCUMULATED-NII-CURRENT>                                                      0
<OVERDISTRIBUTION-NII>                                                         0
<ACCUMULATED-NET-GAINS>                                                        0
<OVERDISTRIBUTION-GAINS>                                                       0
<ACCUM-APPREC-OR-DEPREC>                                                 708,119
<NET-ASSETS>                                                           3,847,022
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                         41,717
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                           200,943
<NET-INVESTMENT-INCOME>                                                (159,226)
<REALIZED-GAINS-CURRENT>                                                 204,314
<APPREC-INCREASE-CURRENT>                                                854,340
<NET-CHANGE-FROM-OPS>                                                    899,428
<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>                                                   899,925
<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>                                                        185
<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>                                                          242
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0


</TABLE>


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