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 March 31, 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>
INDEX
ML VENTURE PARTNERS I, L.P.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 1995 (Unaudited) and September 30, 1994
Schedule of Portfolio Investments as of March 31, 1995 (Unaudited)
Statements of Operations for the Three and Six Months Ended March 31, 1995 and
1994 (Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
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>
March 31, 1995 September 30,
(Unaudited) 1994
<S> <C> <C>
ASSETS
Investments - Note 2
Portfolio investments, at fair value
(cost $2,291,443 at March 31, 1995 and
$2,572,769 at September 30, 1994) $ 2,330,381 $ 2,426,548
Cash and cash equivalents 838,988 564,048
Receivable from securities sold 40,000 -
Accrued interest receivable 1,728 1,131
----- -----
TOTAL ASSETS $ 3,211,097 $ 2,991,727
= ========= = =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 23,028 $ 12,071
Due to Management Company - Note 4 15,869 14,812
Due to Independent General Partners - Note 5 14,250 17,250
------ ------
Total liabilities 53,147 44,133
------ ------
Partners' Capital:
Managing General Partner 786,819 756,459
Individual General Partners 188 188
Limited Partners (12,000 Units) 2,332,005 2,337,168
Unallocated net unrealized appreciation (depreciation)
of investments - Note 2 38,938 (146,221)
------ --------
Total partners' capital 3,157,950 2,947,594
--------- ---------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 3,211,097 $ 2,991,727
= ========= = =========
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1995
ACTIVE PORTFOLIO INVESTMENTS:
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Acuity Imaging, Inc.(A)(B)
<S> <C> <C> <C>
45,311 shares of common stock Aug. 1985 $ 318,674 $ 367,925
- ----------------------------- --------- - ------- - -------
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 $ 2,291,443 $ 2,330,381
= ========= = =========
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(C)
Net
Cost Realized Gain Return
TOTALS FROM LIQUIDATED PORTFOLIO
INVESTMENTS(D) $ 52,383,486 $ 20,117,847 $ 72,501,333
= ========== = ========== = ==========
Combined Net Combined
Unrealized and Fair Value
Cost Realized Gain and Return
TOTALS FROM ACTIVE AND LIQUIDATED
PORTFOLIO INVESTMENTS $ 54,674,929 $ 20,156,785 $ 74,831,714
= ========== = ========== = ==========
</TABLE>
(A) Public company
(B) During the three months ended March 31 1995, the Partnership sold 30,000
shares of Acuity Imaging, Inc. common stock for $262,000, realizing a
gain of $51,000. Subsequent to the end of the quarter, in April 1995, the
Partnership sold the remaining 45,311 shares of Acuity for $371,000,
realizing a gain of $52,000.
(C) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through March 31, 1995.
(D) During January and February 1995, the Partnership sold its remaining
470,000 common shares of DTC Data Technology Corporation, a portfolio
investment previously written-off, for $68,000, realizing a gain of
$68,000.
* 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 Six Months Ended
March 31, March 31,
1995 1994 1995 1994
---- ---- ---- ----
INVESTMENT INCOME AND EXPENSES
<S> <C> <C> <C> <C>
Interest income $ 12,297 $ 8,086 $ 19,097 $ 23,183
- ------ - ----- - ------ - ------
Expenses:
Management fee - Note 4 15,869 15,919 30,676 30,714
Professional fees 29,349 26,728 59,665 51,232
Mailing and printing 15,398 14,774 22,323 21,974
Independent General Partners' fees - Note 5 14,626 14,250 31,876 31,500
Custodial fees 507 419 924 1,219
Miscellaneous 248 85 498 335
--- -- --- ---
Total expenses 75,997 72,175 145,962 136,974
------ ------ ------- -------
NET INVESTMENT LOSS (63,700) (64,089) (126,865) (113,791)
Net realized gain (loss) from portfolio investments 119,394 (584,587) 152,062 (577,784)
------- -------- ------- --------
NET REALIZED GAIN (LOSS) FROM
OPERATIONS (allocable to Partners) - Note 3 55,694 (648,676) 25,197 (691,575)
Net change in unrealized appreciation or
depreciation of investments 155,671 872,425 185,159 874,420
------- ------- ------- -------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 211,365 $ 223,749 $ 210,356 $ 182,845
= ======= = ======= = ======= = =======
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended March 31,
<TABLE>
1995 1994
---- ----
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (126,865) $ (113,791)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Increase in receivables (597) (1,131)
Decrease in accrued interest on short-term investments - 5,131
Increase (decrease) in payables 9,014 (1,077)
----- ------
Cash used for operating activities (118,448) (110,868)
-------- --------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Net proceeds from the sale of portfolio investments 393,388 658,608
Net return of short-term investments - 948,776
- -------
Cash provided from investing activities 393,388 1,607,384
------- ---------
CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distributions to Partners - (1,552,300)
- ----------
Increase (decrease) in cash and cash equivalents 274,940 (55,784)
Cash and cash equivalents at beginning of period 564,048 579,164
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 838,988 $ 523,380
= ======= = =======
</TABLE>
See notes to financial statements.
<PAGE>
ML VENTURE PARTNERS I, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Six Months Ended March 31, 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 (1,269) (8) (125,588) - (126,865)
Net realized gain from
portfolio investments 31,629 8 120,425 - 152,062
Net change in unrealized
appreciation or depreciation
of investments - - - 185,159 185,159
- - - ------- -------
Balance at end of period $ 786,819 $ 188 $ 2,332,005(A) $ 38,938 $ 3,157,950
= ======= = === = ========= = ====== = =========
</TABLE>
(A) The net asset value per Unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation, is $197. Each Unit
represents an original capital contribution of $5,000. Cumulative cash
distributions paid through March 31, 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. At March 31, 1995, 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 appreciation of $38,938 at
March 31, 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 March 31, 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 March 31,
1995, the Partnership had cumulative net realized capital gains of $20.1
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 March 31, 1995 are listed below.
<TABLE>
General Limited Per
Date of distribution Partners Partners $5,000 Unit
- -------------------- -------- -------- -----------
<S> <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 March 31, 1995 $ 3,960,000 $ 69,000,000 $ 5,750
= ========= = ========== = =====
</TABLE>
7. 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 March 31,
1995, and for the three and six month periods 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
The Partnership is in its final liquidation phase. At March 31, 1995, 31 of the
Partnership's original 34 portfolio investments had been fully liquidated and
two of the remaining three investments were partially liquidated. Additionally,
subsequent to the end of the quarter, in April 1995, the Partnership sold its
remaining holdings of Acuity Imaging, Inc., leaving only two active portfolio
investments.
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. Investments liquidated through March 31, 1995, had a
cost of $52.4 million and returned $72.5 million, for a cumulative net realized
gain of $20.1 million. From its inception through March 31, 1995, the
Partnership has made cash distributions to Partners totaling $73 million,
primarily representing the proceeds received from the sale of portfolio
investments.
At March 31, 1995, the Partnership held $839,000 in an interest bearing cash
account. In April 1995, the Partnership received cash proceeds totaling
$411,000, which includes the $40,000 receivable at March 31, 1995, from the sale
of its remaining shares of Acuity Imaging, Inc. 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.
The Partnership will terminate no later than December 31, 1996.
Results of Operations
For the three and six months ended March 31, 1995, the Partnership had a net
realized gain from operations of $56,000 and $25,000, respectively. For the
three and six months ended March 31, 1994, the Partnership had a net realized
loss from operations of $649,000 and $692,000, 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 six
months ended March 31, 1995, the Partnership had a net realized gain from
portfolio investments of $119,000 and $152,000, respectively. During the quarter
ended March 31, 1995, the Partnership sold 30,000 shares of Acuity Imaging, Inc.
for $262,000, realizing a gain of $51,000. Also during the quarter, the
Partnership sold its remaining 470,000 shares of DTC Data Technology Corporation
(formerly Qume Corporation) for $68,000. This sale resulted in the recognition
of a $68,000 gain since DTC was a portfolio investment that had been previously
written-off. For the quarter ended December 31, 1994, the Partnership realized
gains totaling $33,000 from the sale of 10,000 shares of Acuity and 150,000
shares of DTC.
For the three and six months ended March 31, 1994, the Partnership had net
realized losses from portfolio investment transactions totaling $585,000 and
$578,000, respectively. During the quarter ended March 31, 1994, the Partnership
wrote-off the remaining $620,000 cost of its original $1.6 million investment in
DTC. Also during the quarter, the Partnership sold 135,000 shares of Alpharel,
Inc. in the public market for $213,000, realizing a gain of $35,000. The
Partnership had sold an additional 45,000 shares of Alpharel during the quarter
ended December 31, 1993 for $66,000, realizing a gain of $7,000.
Investment income and expenses - Net investment loss for the three months ended
March 31, 1995 and 1994 was $63,700 and $64,089, respectively. Net investment
loss for the six months ended March 31, 1995 and 1994 was $126,865 and $113,791,
respectively. The increase in net investment loss for the six months ended March
31, 1995 compared to the 1994 period results from a $4,000 reduction in interest
earned from short-term investments and a $9,000 increase in operating expenses,
primarily professional fees, for the 1995 period.
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 March 31, 1995 was $15,869 compared to $15,919 for the
same period in 1994. The management fee for the six months ended March 31, 1995
was $30,676 compared to $30,714 for the same period in 1994. The management fee
is expected to 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 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, when
available, 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 three and six months ended March
31, 1995, the Partnership had an unrealized gain of $14,000 and $113,000,
respectively, from the upward revaluation of its investment in Acuity Imaging,
Inc. due to the increased public market price of the company's common stock for
these periods. Additionally, for the six month period ended March 31, 1995, the
Partnership reversed $58,000 of prior period loss reserves due to the sale of
Acuity shares during this period, as discussed above. As a result, the
Partnership's net unrealized appreciation of investments increased $185,000 for
the six month period.
For the three and six months ended March 31, 1994, the Partnership had an
unrealized gain of $347,000 and $350,000, respectively, primarily resulting from
the upward revaluation of its investment in Acuity Imaging, Inc. Additionally,
for the six month period ended March 31, 1994, the Partnership transferred a net
$525,000 from unrealized loss to realized loss primarily due to the write-off of
its remaining investment in DTC during this period, as discussed above. As a
result, the Partnership's net unrealized appreciation of investments increased
$874,000 for the six month period.
Net Assets - Changes to net assets resulting from operations are comprised of
(i) net realized gain or loss from operations and (ii) changes to net unrealized
appreciation or depreciation of investments. For the six months ended March 31,
1995 and 1994, the Partnership's net assets from operations increased $210,356
and $182,845, respectively.
At March 31, 1995, the Partnership's net assets were $3,157,950, up $210,356
from $2,947,594 at September 30, 1994.
At March 31, 1994, the Partnership's net assets were $3.2 million, down $1.4
million for $4.5 million at September 30, 1993. This decrease resulted from the
$1.6 million cash distribution paid to Partners in January 1994, offset by the
$182,845 increase to net assets from operations for the 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 March 31, 1995 and September 30, 1994, was
$197 and $185 per $5,000 Unit, respectively. The Partnership's net assets and
net asset value per Unit will decline as cash distributions are approved and
paid to Partners. Cumulative cash distributions paid to Limited Partners from
inception to March 31, 1995 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: May 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 MARCH 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-1-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 2,291,443
<INVESTMENTS-AT-VALUE> 2,330,381
<RECEIVABLES> 41,728
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 838,988
<TOTAL-ASSETS> 3,211,097
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 53,147
<TOTAL-LIABILITIES> 53,147
<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> 38,938
<NET-ASSETS> 3,157,950
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,297
<OTHER-INCOME> 0
<EXPENSES-NET> 75,997
<NET-INVESTMENT-INCOME> (63,700)
<REALIZED-GAINS-CURRENT> 119,394
<APPREC-INCREASE-CURRENT> 155,671
<NET-CHANGE-FROM-OPS> 211,365
<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> 219,370
<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> 197
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
