SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 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 2-91941
ML TECHNOLOGY VENTURES, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 13-3213176
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
================================================================================
(Title of class)
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the prospectus of the Registrant dated March 11, 1985, filed with
the Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as supplemented by the supplement thereto dated May 28,
1985 filed pursuant to Rule 424(c) under the Securities Act of 1933,
(collectively the "Prospectus"), are incorporated by reference in Part I, Part
II and Part III hereof.
<PAGE>
PART I
Item 1. Business.
Formation
ML Technology Ventures, L.P., (the "Partnership" or the "Registrant") is a
Delaware limited partnership formed on April 23, 1984. ML R&D Co., L.P., the
general partner of the Partnership (the "General Partner"), is a Delaware
limited partnership formed on April 23, 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") acts as the sub-manager for the Partnership pursuant to a
sub-management agreement, dated May 23, 1991, among the Partnership, the General
Partner, the Management Company and the Sub-Manager.
The objective of the Partnership is 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 will terminate no later than January
31, 2005.
In 1985, the Partnership publicly offered, through Merrill Lynch, Pierce, Fenner
& Smith Incorporated, 100,000 units of limited partnership interest ("Units") at
$1,000 per Unit. The Units were registered under the Securities Act of 1933
pursuant to a Registration Statement on Form S-1 (File No. 2-91941) which was
declared effective on March 11, 1985. On August 28, 1985, the offering of the
Units was completed. A total of 69,094 Units were sold and the General Partner
admitted the additional limited partners (the "Limited Partners") to the
Partnership. The total capital contributed to the Partnership by the Limited
Partners is $69,094,000. Additionally, the General Partner contributed $768,488,
representing 1.1% of the total capital contributions to the Partnership.
Research and Development Activities
The Partnership was formed to participate in research and development ventures
("R&D Ventures") for the development of new technology through contracts, joint
ventures and its participation in other partnerships. The Partnership's
principal focus is managing the progress of its R&D Ventures, monitoring its
royalty arrangements and maximizing cash returns to the Partnership from its R&D
Ventures. Since its inception, the Partnership entered into 16 R&D Ventures with
14 companies representing research and development commitments of approximately
$60 million. The Partnership completed the funding of such research and
development commitments during 1991. The Partnership will not enter into new R&D
Ventures.
During 1995, the Partnership terminated its R&D Ventures with Photon Technology
International, Inc. Additionally, ML/MS Associates, L.P., a limited partnership
in which ML Technology Ventures is a 36% owner, terminated its R&D Venture with
IDEC Pharmaceuticals Corporation. Such terminations included the cancellation of
the associated royalty agreements with each of these development companies. As
of December 31, 1995, the Partnership had terminated its activities or sold its
proprietary technology or joint venture interest in all 16 of its original R&D
Ventures. In exchange for each such sale or termination, the Partnership
received cash and/or equity securities of the acquiring company. In addition to
the termination of the royalty agreements with IDEC Pharmaceuticals and Photon
Technology, royalty agreements with Calgene, Inc. and Gen-Probe Incorporated
(relating to the Gen-Probe R&D Venture I) expired during 1995. As a result of
the termination or cancellation of these four royalty agreements during the
year, at December 31, 1995, the Partnership had active royalty agreements
covering payments from the potential future commercial sales of products
developed by development companies associated with four of the original 16 R&D
Ventures. The four development companies with active royalty agreements with the
Partnership at December 31, 1995 were: Upjohn Company (Berlex Biosciences,
Inc.), Bolt Beranek and Newman Inc., Wyse Technology Inc. and Gen-Probe
Incorporated (R&D Venture II). Subsequent to December 31, 1995, the Partnership
was notified by the Upjohn Company, who had taken over the development of the
original R&D Venture with Berlex, that it was discontinuing its research and
development efforts. As a result, the Partnership does not expect to realize any
additional returns from its royalty agreement with Upjohn.
Bolt Beranek and Newman Inc., Wyse Technology Inc. and Gen-Probe Incorporated
have commercialized the technology developed through the respective R&D Venture
with the Partnership. During 1995, the Partnership received royalties from
Gen-Probe (relating to the Gen-Probe R&D Venture II) totaling $133,400, from
Bolt Beranek and Newman totaling $2,900 and did not receive and royalty payments
from Wyse Technology.
The development companies of each of the Partnership's 16 R&D Ventures were U.S.
companies, the majority of which are publicly-held. No single R&D Venture
involved a commitment of more than 12.5% of the Partnership's original
contributed capital. The Partnership closely monitored the research and
development activities related to its R&D Ventures and negotiated and arranged
for modifications of research, budgets and other terms of its R&D Venture
contracts, where appropriate. Each R&D venture contract provided for regular
monitoring by the Partnership of the results from research and development
activities and subsequent commercial sales activities. The Partnership relies on
the technical and business expertise of the officers and employees of the
Sub-Manager for the continued monitoring and management of the Partnership's
royalty agreements, portfolio investments and remaining assets.
The Partnership may have entered into R&D Ventures with companies subject to
environmental legislation. Earnings from the developed technology and products
of such R&D Ventures with such companies may be affected in future periods.
Seasonality
There are no seasonal trends which affect the Partnership's activities.
Patents, Trademarks, Licenses
At December 31, 1995, the Partnership owned certain patents, trademarks or trade
names and owns a number of patent applications. The Partnership obtains licenses
or sublicenses of both patented and unpatented background technology for
purposes of developing new technology through its R&D Ventures. Access to this
background technology may be important to the Partnership's ability to develop
or commercialize its technology. The Partnership believes that its technology
licenses are adequate for its purposes. If patentable technology is developed by
the Partnership, whether the Partnership is able to obtain patents on such
technology could affect the income or value the Partnership will be able to
derive from such technology.
Competition
The information set forth under the heading "Substantial Competition, Technical
Advances of Others and Technological Obsolescence" of the section of the
Prospectus entitled "Risk and Other Important Factors" on pages 12 and 13 is
incorporated herein by reference.
Employees
The Partnership has no employees. The Partnership Agreement provides that the
General Partner manages and controls the Partnership's R&D Ventures and
investment activities. The Sub-Manager, subject to the supervision of the
Management Company, provides the management services in connection with the
Partnership's R&D Ventures and investment activities under a sub-management
agreement. The Management Company is responsible for the management and
administrative services necessary for the operation of the Partnership and is
responsible for managing the Partnership's short-term investments in U.S.
Government securities ("Permitted Temporary Investments").
Item 2. Properties.
The Partnership does not own or lease physical properties.
Item 3. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The information with respect to the market for the Units set forth under the
caption "Transferability of Units" on pages 50 and 51 of the Prospectus is
incorporated herein by reference. There is no established public trading market
for the Units. There are approximately 6,600 Unit holders as of March 18, 1996.
Effective November 9, 1992, Registrant was advised that Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") introduced a new limited
partnership secondary service available to its clients through Merrill Lynch's
Limited Partnership Secondary Transaction Department.
Beginning with the December 1994 client account statements, Merrill Lynch
implemented new guidelines for providing estimated values of limited
partnerships and other direct investments reported on client account statements.
Pursuant to the guidelines, estimated values for limited partnership interests
originally sold by Merrill Lynch (such as Registrant's Units) will be provided
two times per year to Merrill Lynch by independent valuation services. The
estimated values will be based on financial and other information available to
the independent services on the prior August 15th for reporting on December
year-end client account statements, and on information available to the services
on March 31st for reporting on June month-end Merrill Lynch client account
statements. Merrill Lynch clients may contact their Merrill Lynch Financial
Consultants or telephone the number provided to them on their account statements
to obtain a general description of the methodology used by the independent
valuation services to determine their estimates of value. The estimated values
provided by the independent services are not market values and Unit holders may
not be able to sell their Units or realize the amounts upon a sale. In addition,
Unit holders may not realize the independent estimated value upon the
liquidation of the Registrant over its remaining life.
The Partnership makes cash distributions to its Partners as soon as practicable
after proceeds are received. Cash distributions paid to Partners during the
years ended December 31, 1995, 1994 and 1993 and cumulative cash distributions
paid from inception to December 31, 1995 are set forth below:
<TABLE>
Distribution General Limited Per
Date Partner Partners $1,000 Unit
- --------------- ------------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Cumulative at December 31, 1992 $ 468,011 $ 42,078,246 $ 609
March 26, 1993 84,534 7,600,340 110
January 21, 1994 38,424 3,454,700 50
------------- ---------------- ---------
Cumulative at December 31, 1995 $ 590,969 $ 53,133,286 $ 769
============= ================ =========
</TABLE>
Additionally, in November 1995, the General Partner approved a cash distribution
to Partners totaling $3,842,437; $3,800,170, or $55 per Unit to the Limited
Partners, and $42,267 to the General Partner. The distribution was paid on
January 19, 1996 to Limited Partners of record on January 1, 1996.
<PAGE>
Item 6. Selected Financial Data.
($ In Thousands, Except For Per Unit Information)
<TABLE>
Years Ended December 31,
1995 1994 1993 1992 1991
---------- ----------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C>
Net income $ 1,374 $ 222 $ 2,417 $ 20,825 $ 9,768
Research and development expenses, net - - - - 883
Royalty and licensing income 762 1,300 1,193 1,002 573
Net realized gain from research and
development ventures 1,321 335 1,117 1,599 7,721
Net realized gain (loss) from investments (317) (952) 492 17,971 2,429
Total assets 8,974 7,943 11,992 18,378 26,181
Cash distributions paid to Partners - 3,493 7,685 27,596 2,096
Cumulative cash distributions paid to Partners 53,724 53,724 50,231 42,546 14,950
PER UNIT OF LIMITED
PARTNERSHIP INTEREST:
Net income $ 20 $ 3 $ 35 $ 298 $ 140
Net realized gain from research and
development ventures 19 5 16 23 111
Net realized gain (loss) from investments (5) (14) 7 257 35
Cash distributions - 50 110 395 30
Cumulative cash distributions 769 769 719 609 214
</TABLE>
<PAGE>
Item 7. 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 to 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 remaining research and
development commitments and will not enter into new R&D Ventures in the future.
In June 1988, the Partnership terminated its interest in its R&D Venture with
United AgriSeeds, Inc. The Partnership has been receiving cash payments related
to this transaction in installments since 1988. In October 1995, the Partnership
received a $2 million installment payment from United AgriSeeds. Remaining cash
payments due from United AgriSeeds at December 31, 1995 total $2.4 million.
The Partnership invests its available cash in Permitted Temporary Investments
("PTIs") as defined in the Partnership Agreement. At December 31, 1995, the
Partnership had $4.6 million invested in PTI's with maturities of less than one
year and $243,000 in an interest-bearing cash account. For the years ended
December 31, 1995, 1994 and 1993, the Partnership earned interest of $154,000,
$33,000 and $4,000 from its PTI's, respectively. Interest earned from PTI's in
future periods will be subject to fluctuations in short-term interest rates and
changes in amounts available for investment in PTI's.
On January 19, 1996, the Partnership made a cash distribution to Partners
totaling $3.84 million; $3.8 million to Limited Partners of record on January 1,
1996, and $42,267 to the General Partner. Cumulative cash distributions to
Partners, including the January 1996 distribution, total $57.6 million; $56.9
million, or $824 per Unit, to the Limited Partners and $633,000 to the General
Partner.
The Partnership anticipates the final liquidation of its assets and termination
of the Partnership will occur 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
restrictions and no assurances can be given that the Partnership will be able to
complete all steps necessary to liquidate its assets and terminate in the
timeframe mentioned above.
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. As stated above, although no assurances can be
given, the Partnership anticipates the final liquidation of its assets and the
termination of the Partnership will occur during 1998 or earlier, if possible.
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.
It is anticipated that funds needed to cover future operating expenses will be
obtained first from the Partnership's existing cash reserves, then from
operating income, installment sale payments and asset sales.
The Partnership, through the authority of its General Partner, has the ability
to borrow funds. Such borrowing may be used for any Partnership purpose,
including working capital, follow-on expenditures for research and development
ventures or to exercise warrants. The Partnership is not permitted to borrow
more than 10% of the aggregate capital contributions to the Partnership. The
Partnership has made no such borrowings to date and does not expect to borrow
funds in the future.
Results of Operations
For the years ended December 31, 1995, 1994 and 1993, the Partnership had net
income of $1.4 million, $222,000 and $2.4 million, respectively. Net income or
loss is comprised of net operating income or loss and net realized gain or loss.
Net Operating Income or Loss - For the years ended December 31, 1995, 1994 and
1993, the Partnership had net operating income of $369,000, $840,000 and
$808,000, respectively.
The decrease in net operating income for 1995 compared to 1994 was due to a
$526,000 decline in total income partially offset by a $55,000 decline in
operating expenses, primarily mailing and printing costs. The decrease in total
income for 1995 primarily was due to a $538,000 reduction in royalty income
earned from the first research and development venture with Gen-Probe
Incorporated (R&D Venture 1). During the June 1995 quarter, the Partnership
reached the maximum cumulative royalties to be paid under the agreement with
Gen-Probe relating to R&D Venture #1 and will not receive any future royalties
from Gen-Probe relating to this venture. Additionally, a $121,000 increase in
other interest income was mostly offset by a $109,000 decrease in interest
earned on the receivable due from United AgriSeeds. The decrease in interest
earned on accounts receivable for 1995 compared to 1994 resulted from the lower
outstanding receivable balance due from United AgriSeeds during 1995 compared to
1994. The increase in other interest income was due to an increase in amounts
invested in PTI's and higher short-term interest rates during 1995 compared to
1994.
The increase in net operating income for 1994 compared to 1993 was the result of
an aggregate increase in royalty and licensing income and other interest income
totaling $137,000 which was partially offset by a $105,000 decrease in interest
on accounts receivable. The increase in royalty and licensing income was due to
an increase in royalties received from the Partnership's two R&D Ventures with
Gen-Probe Incorporated. The increase in other interest income was due to an
increase in interest earned from PTI's for 1994 compared to 1993. The increase
in interest earned from PTI's was the result of an increase in funds invested in
PTI's during 1994 compared to 1993. The decrease in interest earned on accounts
receivable for 1994 compared to 1993 resulted from the receipt of final
installment payments related to the sale of proprietary technology to Interleaf,
Inc. during 1993 and a reduction in interest earned during 1994 from the lower
outstanding receivable balance due from United AgriSeeds.
Realized Gains and Losses - The Partnership realizes gains and losses from the
sale of its joint venture interests or proprietary technology in R&D Ventures
and from the sale of its equity securities.
For the year ended December 31, 1995, the Partnership had a net realized gain of
$1 million comprised of a $1.3 million gain from the termination of certain R&D
ventures and a $317,000 loss from the sale of equity securities. In December
1995, the Partnership sold its interest in its R&D venture with Photon
Technology International, Inc. for 1,000,000 shares of Photon common stock,
resulting in a realized gain of $875,000. In October 1995, the Partnership
realized a $446,000 gain resulting from the receipt of an installment payment
relating to the receivable due from United AgriSeeds. Additionally during 1995,
the Partnership sold its 72,368 shares of Interleaf, Inc. common stock for
$373,000, realizing a loss of $222,000. The Interleaf shares were received as a
result of a cashless exercise of the Partnership's warrant to purchase 275,000
shares of the company's common stock. Also during 1995, the Partnership sold
66,682 shares of Ecogen, Inc. common stock for $99,000, realizing a loss of
$95,000.
For the year ended December 31, 1994, the Partnership had a net realized loss of
$618,000 comprised of a $335,000 gain from the termination of certain R&D
Ventures and a $952,000 loss from the write-off of certain portfolio securities.
During the year, the Partnership realized a $228,000 loss from the write-off of
its warrants to purchase common shares of IDEC Pharmaceuticals Corporation,
which expired in February 1995. Also on December 31, 1994, the Partnership
wrote-off $250,000 of its $500,000 subordinated note due from Photon Technology
International due to uncertainty regarding repayment of the note. Additionally
during 1994, the Partnership realized a $474,000 loss due to the expiration of
its warrants to purchase common shares of Photon Technology International, Inc.
and Bolt Beranek and Newman Inc. Also during 1994, the Partnership realized a
gain of $335,000 from the installment sale of proprietary technology to United
AgriSeeds.
For the year ended December 31, 1993, the Partnership had a net realized gain of
$1.6 million comprised of a $1.1 million gain from the termination of certain
R&D Ventures and a $492,000 gain from its portfolio securities. During 1993, the
Partnership recorded realized gains of $871,000 and $245,000 relating to the
installment sale of proprietary technology to Interleaf, Inc. and United
AgriSeeds, Inc., respectively. Also during 1993, the Partnership realized a gain
of $492,000 from the receipt of a settlement payment relating to its
participation as a plaintiff in a class action suit. The class action suit was
filed on behalf of former shareholders of Gen-Probe who contended that they did
not receive fair and adequate compensation for their Gen-Probe shares in
connection with the 1989 Chugai Pharmaceutical Company acquisition of Gen-Probe.
In connection with the 1989 merger, the Partnership sold its warrants to
purchase 1,175,000 common shares of Gen-Probe.
<PAGE>
Item 8. Financial Statements and Supplementary Data.
ML TECHNOLOGY VENTURES, L.P.
INDEX
Independent Auditors' Report
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the years ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993
Statements of Changes in Partners' Capital for the years ended December 31,
1993, 1994 and 1995
Notes to Financial Statements
NOTE - All other schedules are omitted because of the absence of conditions
under which they are required or because the required information is included in
the financial statements or the notes thereto.
<PAGE>
INDEPENDENT AUDITORS' REPORT
ML Technology Ventures, L.P.:
We have audited the accompanying balance sheets of ML Technology Ventures, L.P.
(the "Partnership") as of December 31, 1995 and 1994, and the related statements
of operations, cash flows, and changes in partners' capital for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of ML Technology Ventures, L.P. at December 31,
1995 and 1994, and the results of its operations, its cash flows and the changes
in its partners' capital for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
As discussed in Notes 2 and 6 to the financial statements, the Partnership
changed its method of accounting for certain investments in debt and equity
securities as of January 1, 1994 to conform with Statement of Financial
Accounting Standard No.
115.
Deloitte & Touche LLP
New York, New York
February 9, 1996, except for Note 13, as to which the date is March 27, 1996
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,
<TABLE>
1995 1994
-------------- ---------
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 243,366 $ 359,001
Investments - Notes 2, 6 and 11
U.S. Government securities, at amortized cost 4,594,416 1,748,819
Publicly traded securities, at market value (cost $1,770,581 at
December 31, 1995 and $1,684,325 at December 31, 1994) 1,409,795 1,244,954
Other equity investments, at cost 73,043 49,304
Subordinated Promissory Note - Note 12 250,000 250,000
Accounts receivable (less unamortized discount of $133,270 at
December 31, 1995 and $443,878 at December 31, 1994) - Note 7 2,304,772 4,291,425
Receivable from securities sold 99,020 -
-------------- ---------------
TOTAL ASSETS $ 8,974,412 $ 7,943,503
============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 37,464 $ 12,658
Due to Management Company - Note 5 174,656 174,656
Deferred gain on sale of technology - Note 7 535,289 981,363
-------------- ---------------
Total liabilities 747,409 1,168,677
-------------- ---------------
Partners' Capital:
General Partner 94,464 79,354
Limited Partners (69,094 Units) 8,493,325 7,134,843
Unallocated net unrealized depreciation of investments - Note 2 (360,786) (439,371)
-------------- ---------------
Total partners' capital 8,227,003 6,774,826
-------------- ---------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 8,974,412 $ 7,943,503
============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
<TABLE>
1995 1994 1993
-------------- -------------- ----------
INCOME
<S> <C> <C> <C>
Royalty and licensing income $ 762,125 $ 1,300,178 $ 1,192,510
Interest on accounts receivable 310,608 419,221 523,832
Other interest income 153,993 33,059 3,933
-------------- -------------- ---------------
Total income 1,226,726 1,752,458 1,720,275
-------------- -------------- ---------------
EXPENSES
Management fee - Note 5 698,624 698,624 698,624
Professional fees 110,313 122,124 116,254
Mailing and printing 47,160 90,952 97,578
Miscellaneous 1,181 1,050 171
-------------- -------------- ---------------
Total expenses 857,278 912,750 912,627
-------------- -------------- ---------------
NET OPERATING INCOME 369,448 839,708 807,648
-------------- -------------- ---------------
Net realized gain from research and development
ventures - Note 9 1,321,074 334,556 1,116,577
Net realized gain (loss) from investments - Note 10 (316,930) (952,111) 492,438
-------------- -------------- ---------------
NET REALIZED GAIN (LOSS) 1,004,144 (617,555) 1,609,015
-------------- -------------- ---------------
NET INCOME (allocable to Partners) - Note 3 $ 1,373,592 $ 222,153 $ 2,416,663
============== ============== ===============
Net income per unit of limited partnership interest $ 19.66 $ 3.18 $ 34.59
======== ======== ========
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
<TABLE>
1995 1994 1993
--------------- -------------- ---------
CASH FLOWS PROVIDED FROM OPERATING
ACTIVITIES
<S> <C> <C> <C>
Interest and other income received $ 1,567,186 $ 1,748,825 $ 1,764,427
Other operating expenses paid (834,305) (916,060) (901,318)
--------------- -------------- ---------------
Cash provided from operating activities 732,881 832,765 863,109
--------------- -------------- ---------------
CASH FLOWS PROVIDED FROM (USED FOR)
INVESTING ACTIVITIES
Purchase of equity investments (23,739) - (7,304)
Net return (purchase) of investments in U.S.
Treasury Bills (2,849,489) 1,500,599 4,963,204
Proceeds from the sale or termination of research
and development ventures 1,651,918 1,056,806 1,518,441
Proceeds from the sale of investments in equity securities 372,794 - 492,438
--------------- -------------- ---------------
Cash provided from (used for) investing activities (848,516) 2,557,405 6,966,779
--------------- -------------- ---------------
CASH FLOWS FOR FINANCING ACTIVITIES
Cash distributions:
General Partner - (38,424) (84,534)
Limited Partners - (3,454,700) (7,600,340)
--------------- -------------- ---------------
Cash used for financing activities - (3,493,124) (7,684,874)
--------------- -------------- ---------------
Increase (decrease) in cash and cash equivalents (115,635) (102,954) 145,014
Cash and cash equivalents at beginning of period 359,001 461,955 316,941
--------------- -------------- ---------------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 243,366 $ 359,001 $ 461,955
=============== ============== ===============
Reconciliation of net income to cash provided from operating activities:
Net income $ 1,373,592 $ 222,153 $ 2,416,663
--------------- -------------- ---------------
Adjustments to reconcile net income to cash
provided from operating activities:
Net realized (gain) loss (1,004,144) 617,555 (1,609,015)
(Increase) decrease in receivables 338,627 (3,633) 56,934
Increase (decrease) in payables 24,806 (3,310) (1,473)
--------------- -------------- ---------------
Total adjustments (640,711) 610,612 (1,553,554)
--------------- -------------- ---------------
Cash provided from operating activities $ 732,881 $ 832,765 $ 863,109
=============== ============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1993, 1994 and 1995
<TABLE>
Unallocated
Net Unrealized
Appreciation
General Limited (Depreciation)
Partner Partners of Investments Total
<S> <C> <C> <C> <C>
Balance at December 31, 1992 $ 173,285 $ 15,580,094 $ 15,753,379
Cash distribution, paid
March 26, 1993 - Note 8 (84,534) (7,600,340) (7,684,874)
Allocation of net income 26,583 2,390,080 2,416,663
------------ ---------------- ----------------
Balance at December 31, 1993 115,334 10,369,834 10,485,168
Valuation adjustment - Note 6 - - $ 1,188,818 1,188,818
Cash distribution, paid
January 21, 1994 - Note 8 (38,424) (3,454,700) - (3,493,124)
Allocation of net income 2,444 219,709 - 222,153
Change in net unrealized appreciation
or depreciation of investments - - (1,628,189) (1,628,189)
------------ ---------------- --------------- ----------------
Balance at December 31, 1994 79,354 7,134,843 (439,371) 6,774,826
Allocation of net income 15,110 1,358,482 - 1,373,592
Change in net unrealized appreciation
or depreciation of investments - - 78,585 78,585
------------ ---------------- --------------- ----------------
Balance at December 31, 1995 $ 94,464 $ 8,493,325 $ (360,786) $ 8,227,003
============ ================ =============== ================
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
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 is 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 engages in research and development
activities for the development of new technology through contracts, joint
ventures and investments in other partnerships. The Partnership 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 the 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 quarter. 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.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
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 a $388,957 commitment to fund MLMS Cancer Research, Inc. The
Partnership is a shareholder of MLMS Cancer Research which is the general
partner of ML/MS Associates, L.P., a research and development joint venture with
IDEC Pharmaceuticals Corporation.
5. 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 a management fee at an annual rate
of 1% of the aggregate capital contributions to the Partnership payable
quarterly in arrears. Subsequent to the year ended December 31, 1995, the
management fee was reduced to $200,000 per annum effective with the payment due
for the quarter ended March 31, 1996 (see Note 13 of Notes to Financial
Statements).
6. Investments in Equity Securities at December 31, 1995 and 1994
As of January 1, 1994, the Partnership adopted Financial Accounting Standards
Board No. 115 ("FASB" 115) ("Accounting for Certain Investments in Debt and
Equity Securities"). The effect on partners' capital of initially applying this
FASB was a change in accounting principle, and the unrealized gain for
securities available for sale is reflected as a separate component of partners'
capital. In accordance with this statement, 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.
Investments in Publicly Traded Securities at December 31, 1995:
<TABLE>
Common Unrealized Market
Shares Cost Gain (Loss) Value
<S> <C> <C> <C> <C>
Ecogen Inc. 256,000 $ 645,581 $ (277,453) $ 368,128
Photon Technology International, Inc. 1,190,476 1,125,000 (83,333) 1,041,667
-------------- ------------- ---------------
Total $ 1,770,581 $ (360,786) $ 1,409,795
============== ============= ===============
</TABLE>
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
On March 16, 1995, the research and development joint venture between IDEC
Pharmaceuticals Corporation and ML/MS Associates, L.P. was terminated. In
connection with the termination and cancellation of all future rights to
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. On March 15, 1997, the preferred
stock will convert into $8,325,000 of IDEC common stock, representing $120 worth
of common stock per share of preferred stock. The Partnership owns a 36.2%
limited partnership interest in ML/MS Associates and 420,000 shares of MLMS
Cancer Research, Inc. ("CRI") common stock, the general partner of ML/MS
Associates, representing a 36.5% ownership of CRI. CRI has a 1% ownership
interest in ML/MS Associates. On March 16, 1995 and December 29, 1995 (the last
trading day of the fiscal year), the closing market price of IDEC's common stock
was $4.50 and $19.50, respectively.
In March 1995, in a non-cash transaction, the Partnership exchanged its 275,000
Interleaf, Inc. warrants for 72,368 shares of common stock and sold such shares
in the public market.
In December 1995, the Partnership received 1,000,000 common shares of Photon
Technology International, Inc. in connection with the termination of the
Partnership's research and development venture with the company.
In December 1995, the Partnership sold 66,682 shares of Ecogen Inc. common stock
in the public market.
Investments in Publicly Traded Securities at December 31, 1994:
<TABLE>
Shares/ Unrealized Market
Warrants Cost Gain (Loss) Value
<S> <C> <C> <C> <C>
Ecogen Inc. - common stock 322,682 $ 839,850 $ 309,866 $ 1,149,716
Interleaf, Inc. - warrant 275,000 594,475 (594,475) 0
Photon Technology International, Inc.
- common stock 190,476 250,000 (154,762) 95,238
-------------- ------------- ---------------
Total $ 1,684,325 $ (439,371) $ 1,244,954
============== ============= ===============
</TABLE>
7. Accounts Receivable
In June 1988, the Partnership terminated its research and development joint
venture with United AgriSeeds, Inc. Under the terms of the termination
agreement, accounted for as an installment sale, the Partnership will receive
$10 million over an eight-year period which began in January 1989. The $10
million payment will result in a $4.1 million return of capital, a $2.2 million
gain from the sale of technology and $3.7 million of interest income to be
recorded over the payment period. At December 31, 1995, the balance due from
United AgriSeeds, net of unamortized discount, was $2.3 million and the deferred
gain from the sale was $535,000. The cash payments due from United AgriSeeds
total $2.4 million at December 31, 1995.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
8. Cash Distributions
Cash distributions paid to Partners during 1995, 1994 and 1993 and cumulative
cash distributions paid from inception of the Partnership through December 31,
1995 are listed below:
<TABLE>
General Limited Per $1,000
Distribution Date Partner Partners Unit
- ---------------------------------------------------- ------------ --------------- ---------
<S> <C> <C> <C> <C> <C>
Inception to December 31, 1992 $ 468,011 $ 42,078,246 $ 609
March 26, 1993 84,534 7,600,340 110
January 21, 1994 38,424 3,454,700 50
------------ --------------- ------
Cumulative totals as of December 31, 1995 $ 590,969 $ 53,133,286 $ 769
============ =============== ======
</TABLE>
In November 1995, the General Partner approved a cash distribution to Partners
totaling $3,842,437; $3,800,170, or $55 per Unit to the Limited Partners, and
$42,267 to the General Partner. The distribution was paid on January 19, 1996 to
Limited Partners of record on January 1, 1996.
9. Net Realized Gains from Research and Development Ventures
For the year ended December 31, 1995, the Partnership realized a $446,000 gain
relating to the receipt of an installment sale payment from United AgriSeeds,
Inc. and also realized an $875,000 gain relating to the termination of its R&D
venture with Photon Technology International, Inc. For the year ended December
31, 1994, the Partnership realized a gain of $335,000 relating to the receipt of
an installment sale payment from United AgriSeeds. For the year ended December
31, 1993, the Partnership realized gains totaling $1.1 million relating to the
receipt of Interleaf, Inc. and United AgriSeeds installment sale payments.
10. Net Realized Gains or Losses from Investments
During the year ended December 31, 1995, the Partnership realized a $222,000
loss from the sale of its investment in Interleaf, Inc. and also realized a
$95,000 loss from the sale of 66,682 shares of Ecogen, Inc. common stock. For
the year ended December 31, 1994, the Partnership realized a $702,000 loss from
the expiration and write-off of warrants to purchase common stock of Photon
Technology International, Inc., IDEC Pharmaceuticals Corporation and Bolt
Beranek and Newman, Inc. Additionally during 1994, the Partnership wrote-off
$250,000 of its $500,000 subordinated note due from Photon Technology
International, Inc. For the year ended December 31, 1993, the Partnership
realized a gain of $492,000 from the settlement of a class action lawsuit
related to the 1989 acquisition of Gen-Probe Incorporated by Chugai
Pharmaceutical Company.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS
11. Investments in U.S. Government Securities
At December 31, 1995 and 1994, the Partnership had the following investments in
U. S. Government securities.
<TABLE>
Maturity Purchase Amortized
Yield Date Price Cost Face Value
At December 31, 1995:
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Bill 5.29% 1/4/96 $ 3,883,381 $ 3,897,708 $ 3,900,000
U.S. Treasury Bill 5.29% 2/1/96 694,137 696,708 700,000
-------------- -------------- ---------------
Total $ 4,577,518 $ 4,594,416 $ 4,600,000
============== ============== ===============
At December 31, 1994:
U.S. Treasury Bill 4.86% 1/5/95 $ 1,728,029 $ 1,748,819 $ 1,750,000
============== ============== ===============
</TABLE>
12. Subordinated Promissory Note
In December 1995, the R&D venture between the Partnership and Photon Technology
International, Inc. was terminated. In connection with the termination, Photon
agreed to pay the Partnership $770,761 to satisfy its $500,000 subordinated note
obligation and related accrued interest. The $770,761 will be paid in
installments beginning in January 1996. As discussed in Note 10 of these Notes
to Financial Statements, 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 arrangement will be recorded as a return of principal on the note.
13. Subsequent Events
On March 27, 1996, the General Partner and the Management Company agreed to
reduce the management fee payable by the Partnership from 1% of the aggregate
capital contributions to the Partnership, or $698,624 per annum, to $200,000 per
annum. The reduction will commence with the quarterly management fee payable for
the quarter ending March 31, 1996.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership
The information set forth under the subcaption "The General Partner" on page 23
of the section of the Prospectus entitled "Management of the Partnership" is
incorporated herein by reference.
The Management Company
Merrill Lynch R&D Management Inc. (the "Management Company") performs, or
arranges for others to perform, the management and administrative services
necessary for the operation of the Partnership pursuant to a Management
Agreement, dated as of October 15, 1984, between the Partnership and the
Management Company. As of March 18, 1996, the directors of the Management
Company and the officers of the Management Company involved in the
administrative and operational support of the Partnership are:
<TABLE>
Served in Present
Name and Age Position Held Capacity Since
<S> <C> <C>
Kevin K. Albert (43) Director April 2, 1990
President July 5, 1991
Robert F. Aufenanger (42) Director April 2, 1990
Executive Vice President February 2, 1993
Michael E. Lurie (52) Director August 10, 1995
Vice President August 11, 1995
Diane T. Herte (35) Treasurer August 11, 1995
Vice President August 11, 1995
</TABLE>
The directors of the Management Company will serve as directors until their
successors are elected and qualify at the next annual meeting of stockholders.
The executive officers of the Management Company will hold office until their
successors are elected and qualify at the next annual meeting of the Board of
Directors of the Management Company.
<PAGE>
On May 23, 1991, the Management Company entered into a sub-management agreement
with DLJ Capital Management Corporation (the "Sub-Manager") pursuant to which
the Sub-Manager, an indirect wholly-owned subsidiary of Donaldson, Lufkin &
Jenrette, Inc., provides management and advisory services in connection with the
research and development activities (the "R&D Activities") and investments of
the Partnership.
Such arrangements provide that the Sub-Manager, subject to the overall
responsibility and control of the Management Company and the Partnership, will
make all decisions regarding the Partnership's R&D Activities and investments
and, among other things, structure, negotiate and monitor the status of the
Partnership's joint ventures and portfolio limited partnerships and exercise the
rights and fulfill the responsibilities of the Partnership under direct
development contracts or joint ventures and exercise any rights the Partnership
may have as a limited partner in portfolio limited partnerships. The Management
Company continues to serve as the management company for the Partnership. Fees
of the Sub-Manager are paid directly by the Management Company.
The Management Company has arranged for Palmeri Fund Administrators, Inc., an
independent administrative services company, to provide administrative services
to the Partnership. Fees for such services are paid directly by the Management
Company.
Item 11. Executive Compensation.
The information set forth under the heading "Allocations of Profits and Loss" of
Section 3.3 of Article 3 of the Restated Certificate and Agreement of Limited
Partnership attached as Exhibit A to the Prospectus is incorporated herein by
reference.
The information set forth in the fourth paragraph of the section of the
Prospectus entitled "The Management Company Fees" on page 23 is incorporated
herein by reference.
On March 27, 1996, the General Partner and the Management Company agreed to
reduce the management fee payable by the Partnership from 1% of the aggregate
capital contributions to the Partnership, or $698,624 per annum, to $200,000 per
annum. The reduction will commence with the quarterly management fee payable for
the quarter ending March 31, 1996.
Under the sub-management agreement, as amended, with the Sub-Manager, the
Management Company pays the Sub-Manager 95% of the compensation which it
receives under its management agreement with the Partnership. In addition,
effective with the quarterly management fee payable for the quarter ending March
31, 1996, the Management Company will pay the Sub-Manager an annual fee of
$225,000. The Sub-Manager and an affiliated entity, DLJ Associates VI L.P., are
limited partners of ML R&D Co., L.P., the general partner of the Partnership.
Pursuant to the sub-management agreement, the Sub-Manager and DLJ Associates VI
L.P. will be allocated profits, if any, that otherwise would have been allocated
to the Management Company as the general partner of ML R&D Co., L.P.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of March 18, 1996, no person or group is known by the Partnership to be the
beneficial owner of more than 5 percent of the Units. In addition, no director
or officer of the Management Company is known by the Partnership to be the
beneficial owner of any Units.
The Partnership is not aware of any arrangement which may, at a subsequent date,
result in a change of control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
Kevin K. Albert, a Director and President of the Management Company and a
Managing Director of Merrill Lynch Investment Banking Group ("ML Investment
Banking"), joined Merrill Lynch in 1981. Robert F. Aufenanger, a Director and
Executive Vice President of the Management Company, a Vice President of Merrill
Lynch & Co. Corporate Credit and a Director of the Partnership Management
Department, joined Merrill Lynch in 1980. Messrs. Albert and Aufenanger are
involved with certain other entities affiliated with Merrill Lynch or its
affiliates. Michael E. Lurie, a Director and Vice President of the Management
Company, a First Vice President of Merrill Lynch & Co. Corporate Credit and the
Director of the Asset Recovery Management Department, joined Merrill Lynch in
1970. Diane T. Herte, a Vice President and Treasurer of the Management Company
and an Assistant Vice President of Merrill Lynch & Co. Corporate Credit joined
Merrill Lynch in 1984.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Independent Auditors' Report
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the years ended December 31,
1995, 1994 and 1993
Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993
Statements of Changes in Partners' Capital for the years
ended December 31, 1993, 1994 and 1995
Notes to Financial Statements
2. 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.***
(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.
(27) Financial Data Schedule.
(b) No reports on Form 8-K have been filed since the beginning of the last
quarter 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 22nd day of March
1996.
ML TECHNOLOGY VENTURES, L.P.
By: ML R&D CO., L.P.
General Partner
By: MERRILL LYNCH R&D MANAGEMENT INC.
its General Partner
By: /s/ Kevin K. Albert
Kevin K. Albert
President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities indicated on the 22nd day of March 1996.
By: /s/ Kevin K. Albert
Kevin K. Albert
President
(Principal Executive Officer and Director)
By: /s/ Diane T. Herte
Diane T. Herte
Treasurer
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ML
TECHNOLOGY VENTURES, L.P.'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 243,366
<SECURITIES> 6,327,254
<RECEIVABLES> 2,403,792
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,974,412
<CURRENT-LIABILITIES> 747,409
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,974,412
<SALES> 0
<TOTAL-REVENUES> 1,226,726
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 857,278
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,373,592
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
