ML TECHNOLOGY VENTURES LP
10-Q, 1996-08-14
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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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, 1996

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 2-91941


                          ML TECHNOLOGY VENTURES, L.P.
===============================================================================
             (Exact name of registrant as specified in its charter)


Delaware                                                             13-3213176
===============================================================================
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


World Financial Center, North Tower
New York, New York                                                   10281-1326
===============================================================================
(Address of principal executive offices)                              (Zip Code)


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 TECHNOLOGY VENTURES, L.P.

                                      INDEX


PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of June 30, 1996 (Unaudited) and December 31, 1995

Statements  of  Operations  for the Three and Six Months Ended June 30, 1996 and
1995 (Unaudited)

Statements  of Cash  Flows  for the Six  Months  Ended  June  30,  1996 and 1995
(Unaudited)

Statement of Changes in Partners' Capital for the Six Months Ended June 30, 1996
(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 TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS

<TABLE>
                                                                                        June 30, 1996         December 31,
                                                                                         (Unaudited)                 1995
ASSETS

Cash and cash equivalents                                                             $      255,673           $       243,366
<S>                 <C>   <C>
Investments - Notes 2 and 6
   U.S. Government securities, at amortized cost                                           3,495,246                 4,594,416
   Publicly traded securities (cost $1,125,000 at June 30, 1996
     and $1,770,581 at December 31, 1995)                                                  1,265,476                 1,409,795
   Other equity investments, at cost                                                          73,043                    73,043
   Subordinated Promissory Note - Note 8                                                     130,000                   250,000
Accounts receivable (less unamortized discount of $133,270
   at December 31, 1995) - Note 7                                                                  -                 2,304,772
Other receivables                                                                             42,004                    99,020
                                                                                      --------------           ---------------

TOTAL ASSETS                                                                          $    5,261,442           $     8,974,412
                                                                                      ==============           ===============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                      $       82,381           $        37,464
Due to Management Company - Note 5                                                            50,000                   174,656
Deferred gain on sale of technology - Note 7                                                       -                   535,289
                                                                                      --------------           ---------------
   Total liabilities                                                                         132,381                   747,409
                                                                                      --------------           ---------------

Partners' Capital:
General Partner                                                                               54,873                    94,464
Limited Partners (69,094 Units)                                                            4,933,712                 8,493,325
Unallocated net unrealized appreciation (depreciation) of
   investments - Note 2                                                                      140,476                  (360,786)
                                                                                      --------------           ---------------
     Total partners' capital                                                               5,129,061                 8,227,003
                                                                                      --------------           ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $    5,261,442           $     8,974,412
                                                                                      ==============           ===============
</TABLE>


See notes to financial statements.

<PAGE>

ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)


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

                                                                      1996            1995             1996            1995
                                                                  -----------     ------------    ------------     --------
INCOME
<S>                                                               <C>             <C>             <C>              <C>          
   Royalty and licensing income                                   $    37,567     $    332,000    $     73,571     $     698,978
   Interest on accounts receivable                                          -           86,782          49,716           172,610
   Other interest income                                               45,182           33,586          67,377            59,262
                                                                  -----------     ------------    ------------     -------------
   Total income                                                        82,749          452,368         190,664           930,850
                                                                  -----------     ------------    ------------     -------------

EXPENSES

   Management fee - Note 5                                             50,000          174,656         100,000           349,312
   Professional fees                                                    5,654            6,332         114,003            81,195
   Mailing and printing                                                12,714            9,838          27,528            24,270
   Miscellaneous                                                            -              810           1,050             1,181
                                                                  -----------     ------------    ------------     -------------
   Total expenses                                                      68,368          191,636         242,581           455,958
                                                                  -----------     ------------    ------------     -------------

NET OPERATING INCOME (LOSS)                                            14,381          260,732         (51,917)          474,892
                                                                  -----------     ------------    ------------     -------------

Net realized gain from research and development
   ventures - Note 7                                                        -                -         618,843                 -

Net realized loss from investments - Note 6                                 -                -        (323,693)         (221,681)
                                                                  -----------     ------------    ------------     -------------

NET REALIZED GAIN (LOSS)                                                    -                -         295,150          (221,681)
                                                                  -----------     ------------    ------------     -------------

NET INCOME (allocable to Partners) - Note 3                       $    14,381     $    260,732    $    243,233     $     253,211
                                                                  ===========     ============    ============     =============


Net income per unit of limited partnership interest                     $ .21         $  3.73          $  3.48         $  3.62
                                                                        =====         =======          =======         =======
</TABLE>


See notes to financial statements.

<PAGE>

ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30,


<TABLE>
                                                                                                  1996               1995
                                                                                             --------------     ---------
CASH FLOWS PROVIDED FROM (USED FOR) OPERATING
   ACTIVITIES
<S>                                                                                          <C>                <C>            
     Interest and other income received                                                      $      194,777     $       772,515
     Other operating expenses paid                                                                 (321,477)           (461,949)
                                                                                             --------------     ---------------
     Cash provided from (used for) operating activities                                            (126,700)            310,566
                                                                                             --------------     ---------------

CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES
     Net return (purchase) of investments in U.S. Treasury Bills                                  1,090,252            (761,452)
     Proceeds from the sale or termination of research and
       development ventures                                                                       2,350,284                   -
     Proceeds from the repayment of subordinated note                                               120,000                   -
     Proceeds from the sale of investments in equity securities                                     420,908             372,794
                                                                                             --------------     ---------------
     Cash provided from (used for) investing activities                                           3,981,444            (388,658)
                                                                                             --------------     ---------------

CASH FLOWS USED FOR FINANCING ACTIVITIES
   Cash distributions:
     General Partner                                                                                (42,267)                  -
     Limited Partners                                                                            (3,800,170)                  -
                                                                                             --------------     ---------------
Cash used for financing activities                                                               (3,842,437)                  -
                                                                                             --------------     ---------------

Increase (decrease) in cash and cash equivalents                                                     12,307             (78,092)
Cash and cash equivalents at beginning of period                                                    243,366             359,001
                                                                                             --------------     ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $      255,673     $       280,909
                                                                                             ==============     ===============

Reconciliation  of net  income  to  cash  provided  from  (used  for)  operating
     activities:
   Net income                                                                                $      243,233     $       253,211
                                                                                             --------------     ---------------
   Adjustments to reconcile net income to cash provided from
     (used for) operating activities:
       Net realized (gain) loss                                                                    (295,150)            221,681
       (Increase) decrease in receivables                                                             4,956            (160,168)
       Decrease in payables                                                                         (79,739)             (4,158)
                                                                                             --------------     ---------------
   Total adjustments                                                                               (369,933)             57,355
                                                                                             --------------     ---------------

Cash provided from (used for) operating activities                                           $     (126,700)    $       310,566
                                                                                             ==============     ===============
</TABLE>

See notes to financial statements.

<PAGE>

ML TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Six Months Ended June 30, 1996


<TABLE>
                                                                                           Unallocated
                                                                                         Net Unrealized
                                                                                          Appreciation
                                                       General         Limited           (Depreciation)
                                                       Partner        Partners           of Investments              Total
<S>                                                 <C>            <C>                   <C>                  <C>             
Balance at beginning of period                      $    94,464    $     8,493,325       $     (360,786)      $      8,227,003

Cash distribution paid
January 19, 1996 - Note 9                               (42,267)        (3,800,170)                   -             (3,842,437)

Allocation of net income - Note 3                         2,676            240,557                    -                243,233

Change in net unrealized appreciation
(depreciation) of investments                                 -                  -              501,262                501,262
                                                    -----------    ---------------       --------------       ----------------

Balance at end of period                            $    54,873    $     4,933,712       $      140,476       $      5,129,061
                                                    ===========    ===============       ==============       ================
</TABLE>


See notes to financial statements.

<PAGE>

ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


1.       Organization and Purpose

ML  Technology  Ventures,   L.P.  (the  "Partnership")  is  a  Delaware  limited
partnership  formed in April 1984. ML R&D Co., L.P., the general  partner of the
Partnership  (the "General  Partner"),  is also a Delaware  limited  partnership
formed  in April  1984,  the  general  partner  of which is  Merrill  Lynch  R&D
Management Inc. (the "Management  Company"),  an indirect  subsidiary of Merrill
Lynch & Co., Inc. DLJ Capital  Management  Corporation (the  "Sub-Manager"),  an
indirect subsidiary of Donaldson, Lufkin & Jenrette, Inc., is the sub-manager of
the Partnership,  pursuant to a sub-management  agreement among the Partnership,
the Management Company, the General Partner and the Sub-Manager.

The  objective  of the  Partnership  has  been to  achieve  cash  flow  from the
commercialization of a broad range of technologies developed and owned by, or on
behalf of, the  Partnership.  The  Partnership  has been engaged in research and
development  activities for the development of new technology through contracts,
joint ventures and investments in other partnerships.  The Partnership, which is
in the process of liquidation, will terminate no later than January 31, 2005.

2.       Significant Accounting Policies

Research and  Development  Costs - In prior periods,  the  Partnership  incurred
costs in connection with its research and development ventures, including patent
application  costs,  which were  expensed in the period  incurred.  Research and
development  expenses  were  shown net of value  received  for the  granting  of
options to purchase  technology being  developed.  Valuation of Investments - In
accordance with Statement of Financial Accounting Standards No. 115, investments
in available-for-sale  securities (publicly traded securities) are accounted for
at market value based on the closing  public market price on the last day of the
accounting period. Non-publicly traded securities are accounted for at cost. The
cost of an investment  is written down to its fair value when the  investment is
determined  to be  other  than  temporarily  impaired.  Use of  Estimates  - The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual  results could differ from those  estimates.  Investment  Transactions  -
Investment  transactions are recorded on the accrual method.  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.  Statements of Cash Flows - The Partnership  considers cash held in its
interest-bearing  cash  account  to be  cash  equivalents.  Reclassifications  -
Certain  reclassifications were made to the prior period financial statements in
order to conform to the current period presentation.

<PAGE>

ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


3.       Allocation of Partnership Profits and Losses

The  Partnership  Agreement  provides  that  profits  shall be  allocated to all
Partners in  proportion  to their  capital  contributions  until there have been
distributions  to the Limited  Partners  equal to their  capital  contributions,
after which time 90% will be  allocated  to the Limited  Partners and 10% to the
General  Partner  until there has been  distributed  to the Limited  Partners an
aggregate amount,  since the inception of the Partnership,  equal to twice their
capital  contributions  and  thereafter  80% will be  allocated  to the  Limited
Partners  and 20% to the  General  Partner.  Losses  shall be  allocated  to all
Partners in proportion to their capital contributions,  provided,  however, that
to the extent  profits have been  credited in the 90-10 or 80-20  ratio,  losses
shall be charged in such ratios in reverse order in which profits were credited.

4.       Commitment

The  Partnership  has an outstanding  commitment of $388,957  payable on demand,
when and if called for by MLMS Cancer Research, Inc. The Partnership has a 36.5%
ownership interest in MLMS Cancer Research which is the general partner of ML/MS
Associates,  L.P.,  formerly a research and development  joint venture with IDEC
Pharmaceuticals   Corporation.   The  Partnership  also  owns  a  36.2%  limited
partnership interest in ML/MS Associates.

5.       Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services  necessary for the  operation of the  Partnership.  Effective  with the
management  fee payment due for the quarter  ended March 31,  1996,  the General
Partner and the  Management  Company agreed to reduce the management fee payable
by the  Partnership to $200,000 per annum from the previous fee payable of 1% of
the aggregate capital contributions to the Partnership, or $698,624 per annum.

6.       Investments in Equity Securities as of June 30, 1996

In accordance with the Statement of Financial Accounting Standards No. 115 ("FAS
115"),  "Accounting  for  Certain  Investments  in Debt and Equity  Securities",
unrealized  gain or loss from  securities  available for sale  (publicly  traded
securities)  is  reflected  as  a  separate   component  of  partners'  capital.
Additionally,  debt and equity securities which do not have readily determinable
market values are not marked to market and the market values of these securities
are not reflected in the balance sheet.

Investment in Publicly Traded Securities at June 30, 1996:

<TABLE>
                                                             Common                            Unrealized            Market
                                                             Shares            Cost               Gain                Value
<S>                                                          <C>          <C>                  <C>              <C>            
Photon Technology International, Inc.                        1,190,476    $    1,125,000       $    140,476     $     1,265,476
                                                                          ==============       ============     ===============
</TABLE>

<PAGE>

ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


During the quarter  ended March 31, 1996,  the  Partnership  sold its  remaining
common shares of Ecogen Inc. for $322,000, realizing a loss of $324,000.

During March 1995,  in a non-cash  transaction,  the  Partnership  exchanged its
warrant to purchase 275,000 shares of Interleaf,  Inc. common stock at $3.50 per
share for 72,368 shares of Interleaf common stock.  Such shares were sold during
March 1995 in the public  market for  $373,000,  resulting in a realized loss of
$222,000.

The Partnership owns a 36.2% limited  partnership  interest in ML/MS Associates,
L.P. and holds 420,000 common shares  representing a 36.5% ownership interest in
MLMS Cancer Research, Inc. ("CRI"), the general partner of ML/MS Associates. CRI
has a 1% ownership interest in ML/MS Associates. On March 16, 1995, the research
and development joint venture between IDEC Pharmaceuticals Corporation and ML/MS
Associates was terminated.  In connection with the termination and  cancellation
of all  future  rights  to  receive  royalties  from the sale of  commercialized
products, ML/MS Associates received 1,000,000 shares of unregistered IDEC common
stock and 69,375 shares of 10% dividend  accumulating  preferred  stock of IDEC.
The  preferred  stock will  convert  into  common  stock on March 15,  1997 at a
conversion  rate equal to $120 per share of preferred  stock and at a conversion
price  which is equal to the greater of $3.75 or the  average  closing  price of
IDEC common stock from  February 1, 1997 to March 1, 1997. At March 16, 1995 and
June 28, 1996 (the last trading day of the fiscal  quarter),  the public  market
price  of  IDEC  common  stock  was  $4.50  per  share  and  $23.13  per  share,
respectively.

7.       Accounts Receivable

In June 1988,  the  Partnership  terminated its research and  development  joint
venture  with United  AgriSeeds,  Inc.  Pursuant to the  termination  agreement,
accounted for as an installment sale, the Partnership  received $10 million over
an eight-year period which began in January 1989. In March 1996, the Partnership
received the final  installment  payment of $2.4  million from United  AgriSeeds
which  was due in  September  1996.  The  $2.4  million  payment  resulted  in a
$1,731,441 return of capital, $49,716 of interest income and a $618,843 realized
gain.  The  early  receipt  of the final  installment  payment  resulted  in the
recognition of a $618,843  realized gain compared to the $535,289  deferred gain
recorded at December 31, 1995.

8.       Subordinated Promissory Note

In  December  1995,  Photon  Technology  International,  Inc.  agreed to pay the
Partnership  $770,761 to satisfy its $500,000  subordinated  note obligation and
related accrued interest.  The $770,761 is being paid in 24 monthly installments
of  $20,000  plus a final  balloon  payment of  $290,761.  The  Partnership  had
written-off  $250,000 of the principal amount of such note in 1994. As a result,
the first $250,000 paid under the new

<PAGE>

ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


arrangement  will be recorded as a return of principal  on the note.  As of June
30, 1996, the Partnership had received 6 installment  payments totaling $120,000
from Photon  Technology.  In June 1996, the  Partnership  agreed to allow Photon
Technology to defer its monthly payments from June 1996 through  September 1996.
The monthly  payments are  scheduled to resume in October  1996.  Such  deferred
payments  are due and  payable in  December  1997  along with the final  balloon
payment.

9.       Cash Distributions

Cash  distributions paid to Partners during the periods presented and cumulative
cash distributions paid from inception of the Partnership  through June 30, 1996
are listed below:

<TABLE>
                                                            General               Limited              Per $1,000
Distribution Date                                           Partner              Partners                 Unit
<S>                   <C> <C>                           <C>                  <C>                         <C>   
Inception to December 31, 1995                          $     590,969        $     53,133,286            $  769
January 19, 1996                                               42,267               3,800,170                55
                                                        -------------        ----------------            ------
Cumulative totals at June 30, 1996                      $     633,236        $     56,933,456            $  824
                                                        =============        ================            ======
</TABLE>

In May 1996, the General  Partner  approved an additional  cash  distribution to
Partners  totaling  $3,493,124;  $3,454,700,  or $50 per  Unit,  to the  Limited
Partners and $38,424 to the General Partner.  This distribution was paid on July
23, 1996 to Limited Partners of record on July 1, 1996.

10.      Interim Financial Statements

In the  opinion  of ML R&D  Co.,  L.P.,  the  managing  general  partner  of the
Partnership, the unaudited financial statements as of June 30, 1996, 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

From  1985 to 1991,  the  Partnership  funded  $59.6  million  of  research  and
development  commitments in 16 individual research and development ventures (the
"R&D Ventures"). This amount represents 95% of the original $62.5 million of net
proceeds  to the  Partnership.  The  Partnership  has no unfunded  research  and
development commitments and will not enter into new R&D Ventures in the future.

As of June 30, 1996,  the  Partnership  had $3.5  million  invested in Permitted
Temporary  Investments  ("PTIs"),  as such term is  defined  in the  Partnership
Agreement,  with  maturities  of less than one year and  $256,000 in an interest
bearing cash  account.  For the three and six months  ended June 30,  1996,  the
Partnership earned $44,000 and $57,000 of interest from its PTIs,  respectively.
Interest  earned  from PTIs in future  periods  is subject  to  fluctuations  in
short-term  interest  rates and amounts  available for investment in PTIs. It is
anticipated  that  funds  needed  to cover  future  operating  expenses  will be
obtained from the  Partnership's  existing  cash  reserves,  future  royalty and
licensing  income,  interest  income  from  PTIs and  proceeds  received  by the
Partnership from the sale of its remaining assets.

On July 23, 1996, the Partnership made a cash  distribution to Partners totaling
$3,493,124;  $3,454,700,  or $50 per Unit, to Limited Partners of record on July
1, 1996, and $38,424 to the General Partner.

The  Partnership is working toward the  liquidation of its remaining  assets and
subsequent  termination  in 1998 or  earlier,  if  possible.  The timing of such
liquidation of the  Partnership's  assets and  termination of the Partnership is
contingent  upon,  among other things,  market  conditions and  contractual  and
securities laws restrictions and no assurances can be given that the Partnership
will be able to  complete  all steps  necessary  to  liquidate  its  assets  and
terminate within such time frame.

As was provided in the Partnership's prospectus delivered to Limited Partners in
connection  with their  investment,  and as disclosed in subsequent  filings and
reports,  the  Partnership  is obligated to pay,  and has paid  accordingly,  an
annual management fee equal to 2% of aggregate capital  contributions during the
four years subsequent to its closing ($1,397,250  annually) and, thereafter,  1%
of aggregate capital contributions ($698,624 annually).  The original objectives
of the Partnership anticipated that the bulk of the Partnership's revenues would
be  earned  between  1988  and  1996.   Therefore,   in   consideration  of  the
Partnership's originally contemplated objectives,  the reduction of assets under
management  and the  anticipated  termination  of the  Partnership,  the General
Partner and the  Management  Company,  while not required to do so, have reduced
the annual  management fee payable by the Partnership from $698,624 to $200,000,
commencing with the management fee payment due for the first quarter of 1996.

Results of Operations

For the three and six months ended June 30, 1996, the Partnership had net income
of $14,000 and $243,000,  respectively.  For the three and six months ended June
30, 1995, the Partnership had net income of $261,000 and $253,000, respectively.
Net income or loss is  comprised of 1) net  operating  income or loss and 2) net
realized gain or loss.

Net  Operating  Income or Loss - For the three  months  ended June 30,  1996 and
1995,  the  Partnership  had net  operating  income  of  $14,000  and  $261,000,
respectively.  The decrease in net operating income for the 1996 period compared
to the 1995  period  was the  result  of a  $370,000  decrease  in total  income
partially  offset by a $123,000 decline in operating  expenses.  The decrease in
total income  resulted from a decrease in royalty and licensing  income relating
to  the  expiration  of  the  first  R&D  Venture  with  Gen-Probe  Incorporated
(Gen-Probe R&D Venture 1). During the June 1995 quarter, the Partnership reached
the maximum cumulative royalties to be paid under the royalty agreement relating
to Gen-Probe R&D Venture 1 and,  therefore,  will not receive  future  royalties
from Gen-Probe  relating to this venture.  Also  contributing  to the decline in
total income was an $87,000  decline in interest  earned on accounts  receivable
due to the reduced  receivable balance due from United AgriSeeds during the 1996
period compared to the same period in 1995. The  Partnership  received the final
payment  due from United  AgriSeeds  in March 1996.  The  decrease in  operating
expenses  primarily was due to a $125,000 decrease in the management fee for the
1996 period due to the reduction of the management fee from $175,000 per quarter
to $50,000 per quarter  effective  with the payment due for the first quarter of
1996, as discussed above.

For the six  months  ended June 30,  1996 and 1995,  the  Partnership  had a net
operating  loss of $52,000 and net operating  income of $475,000,  respectively.
The decrease in net  operating  income for the 1996 period  compared to the 1995
period resulted from a $625,000  decrease in royalty and licensing income due to
the expiration of the royalty  agreement  relating to Gen-Probe R&D Venture,  as
discussed  above,  and a $123,000  reduction in interest  earned from the United
AgriSeeds  receivable,  also discussed above.  Partially  offsetting the reduced
income  in 1996  was a  $213,000  reduction  in  operating  expenses,  primarily
reflecting a lower management fee for the 1996 period, as discussed above.

Realized Gains and Losses - The  Partnership had no realized gains or losses for
the three months ended June 30, 1996.  However,  the  Partnership had a $295,000
net realized gain for the six months ended June 30, 1996. During March 1996, the
Partnership  received  the final $2.4  million  installment  payment from United
AgriSeeds,   resulting  in  the   recognition  of  a  $619,000   realized  gain.
Additionally, during the three months ended March 31, 1996, the Partnership sold
its  remaining  common  shares  of  Ecogen  for  $322,000,  realizing  a loss of
$324,000.

The  Partnership had no realized gains or losses for the three months ended June
30, 1995. However,  the Partnership had a $222,000 net realized loss for the six
months ended June 30, 1995.  During March 1995, in a non-cash  transaction,  the
Partnership exchanged its warrant to purchase 275,000 shares of Interleaf,  Inc.
common  stock at $3.50 per share for 72,368  shares of Interleaf  common  stock.
Such shares were sold in March 1995 in the public market for $373,000, resulting
in a realized loss of $222,000.

<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.

Not applicable.

Item 5.       Other Information.

None.

<PAGE>

Item 6.       Exhibits and Reports on Form 8-K.

              (a)   Exhibits

                    (4)             (A) Amended  and  Restated  Certificate  and
                                    Agreement  of  Limited  Partnership  of  the
                                    Partnership  dated as of April 23, 1984,  as
                                    amended through February 22, 1985,  included
                                    as  Exhibit  A  to  the  Prospectus  of  the
                                    Partnership dated March 11, 1985.*

                          (B)       (i)  Amendment  dated August 20, 1985 to the
                                    Amended   and   Restated   Certificate   and
                                    Agreement  of  Limited  Partnership  of  the
                                    Partnership.**

                          (B)       (ii) Amendment  dated August 28, 1985 to the
                                    Amended   and   Restated   Certificate   and
                                    Agreement  of  Limited  Partnership  of  the
                                    Partnership.***

<TABLE>
<S>                 <C>    <C>      <C>    
                    (10)  (a)       Management  Agreement dated as of May 23, 1991 among the Partnership,  Management Company and
                                    the Managing General Partner.****

                    (10)  (b)       Sub-Management Agreement dated as of May 23, 1991 among the Partnership,  Management Company,
                                    the Managing General Partner and the Sub-Manager.****

                    (10)  (c)       Amendment dated March 27, 1996 to the Management Agreement among the Partnership,  Management
                                    Company and the Managing General Partner.*****

                    (10)  (d)       Amendment  dated  March 27,  1996 to the  Sub-Management  Agreement  among  the  Partnership,
                                    Management Company, the Managing General Partner and the Sub-Manager.*****

                    (27)            Financial Data Schedule.
</TABLE>

              (b) No reports on Form 8-K have been filed since the  beginning of
                  the period covered by this report.
- ------------------------------

*        Incorporated  by reference to the  Partnership's  Annual Report on Form
         10-K for the  fiscal  year  ended  December  31,  1984  filed  with the
         Securities and Exchange Commission on August 12, 1985.
**       Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended September 30, 1985 filed with the Securities
         and Exchange Commission on November 12, 1985.
***      Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1986 filed with the Securities and
         Exchange Commission on May 14, 1986.
****     Incorporated  by reference to the  Partnership's  Annual Report on Form
         10-K for the  fiscal  year  ended  December  31,  1991  filed  with the
         Securities and Exchange Commission on March 30, 1992.
*****    Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1996 filed with the Securities and
         Exchange Commission on May 15, 1996.

<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 TECHNOLOGY VENTURES, L.P.


By:           ML R&D Co., L.P.
              its General Partner

By:           Merrill Lynch R&D Management 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 13, 1996


<TABLE> <S> <C>


<ARTICLE>                                                                      5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION   EXTRACTED  FROM  ML
TECHNOLOGY  VENTURES,  L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
JUNE 30, 1996 AND IS QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                                                                          <C>
<PERIOD-TYPE>                                                              6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1996
<PERIOD-START>                                                        JAN-1-1996
<PERIOD-END>                                                         JUN-30-1996
<CASH>                                                                   255,673
<SECURITIES>                                                           4,963,765
<RECEIVABLES>                                                             42,004
<ALLOWANCES>                                                                   0
<INVENTORY>                                                                    0
<CURRENT-ASSETS>                                                               0
<PP&E>                                                                         0
<DEPRECIATION>                                                                 0
<TOTAL-ASSETS>                                                         5,261,442
<CURRENT-LIABILITIES>                                                    132,381
<BONDS>                                                                        0
                                                          0
                                                                    0
<COMMON>                                                                       0
<OTHER-SE>                                                             5,129,061
<TOTAL-LIABILITY-AND-EQUITY>                                           5,261,442
<SALES>                                                                        0
<TOTAL-REVENUES>                                                         190,664
<CGS>                                                                          0
<TOTAL-COSTS>                                                                  0
<OTHER-EXPENSES>                                                         242,581
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                             0
<INCOME-PRETAX>                                                                0
<INCOME-TAX>                                                                   0
<INCOME-CONTINUING>                                                            0
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                             243,233
<EPS-PRIMARY>                                                                  0
<EPS-DILUTED>                                                                  0
        


</TABLE>


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