WESTMED VENTURE PARTNERS LP
10-Q, 1995-11-14
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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


For the Quarterly Period Ended September 30, 1995


Commission file number 0-15681


                         WESTMED VENTURE PARTNERS, L.P.
================================================================================
             (Exact name of registrant as specified in its charter)


Delaware                                                              13-3443230
================================================================================
(State of organization)                     (I.R.S. Employer Identification No.)


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


Registrant's telephone number, including area code:  (212) 667-7000


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>


                         WESTMED VENTURE PARTNERS, L.P.

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of September 30, 1995 (Unaudited) and December 31, 1994

Schedule of Portfolio Investments at September 30, 1995 (Unaudited)

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

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

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

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

Item 4.       Submission of Matters to a Vote of Security Holders.

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION


Item 1.       Financial Statements.

WESTMED VENTURE PARTNERS, L.P.
BALANCE SHEETS


<TABLE>
                                                                                  September 30, 1995          December 31,
                                                                                         (Unaudited)                 1994
<S>                        <C> <C>           <C>   <C>                                  <C>                    <C>             
ASSETS

Portfolio investments, at fair value
   (cost $11,695,448 at September 30, 1995 and
   $11,667,193 at December 31, 1994) - Notes 2 and 4                                    $     13,950,800       $     12,012,688
Cash and cash equivalents - Note 2                                                             2,438,068              2,609,028
Accrued interest receivable and other assets                                                      54,567                 49,016
                                                                                        ----------------       ----------------

TOTAL ASSETS                                                                            $     16,443,435       $     14,670,732
                                                                                        ================       ================




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Due to Managing General Partner - Note 4                                                $         81,989       $         38,059
Due to Independent General Partners - Note 4                                                      11,250                 85,148
Accounts payable and accrued expenses                                                             34,475                 15,000
                                                                                        ----------------       ----------------
   Total liabilities                                                                             127,714                138,207
                                                                                        ----------------       ----------------

Partners' Capital:
Managing General Partner                                                                         163,162                145,329
Limited Partners (66,929 Units)                                                               16,152,559             14,387,196
                                                                                        ----------------       ----------------
   Total Partners' capital                                                                    16,315,721             14,532,525
                                                                                        ----------------       ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                 $     16,443,435       $     14,670,732
                                                                                        ================       ================
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
September 30, 1995


Active Portfolio Investments:

<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
<C>                                                                      <C>                      <C>                <C>  
Aprogenex, Inc.(A)(B)
476,739 shares of Common Stock                                           Jan. 1989           $     1,471,807    $     1,483,850
Warrant to purchase 15,446 shares of Common Stock
   at $7.88 per share, expiring 10/15/98                                                                   0                  0
- -------------------------------------------------------------------------------------------------------------------------------
Bellara Medical Products Ltd.(A)
442,430 shares of Common Stock                                           Sept. 1987                  250,000             33,978
- -------------------------------------------------------------------------------------------------------------------------------
CliniCom Incorporated(A)(C)
4,908 shares of Common Stock                                             Dec. 1987                   165,934            120,246
- -------------------------------------------------------------------------------------------------------------------------------
Cortex Pharmaceuticals, Inc.(A)
140,833 shares of Common Stock                                           May 1988                    504,038            662,943
75,000 shares of Preferred Stock                                                                      53,030             34,641
Warrants to purchase 6,500 shares of Common Stock
   at $9.19 per share, expiring on 12/31/95                                                                0                  0
                                                                                             ---------------    ---------------
                                                                                                     557,068            697,584
- -------------------------------------------------------------------------------------------------------------------------------
Corvita Corporation*(A)
410,765 shares of Common Stock                                           Aug. 1988                 2,394,797          2,118,007
Warrant to purchase 36,916 shares of Common Stock
   at $7 per share, expiring 11/1/99                                                                       0                  0
- -------------------------------------------------------------------------------------------------------------------------------
Exocell, Inc.*
598,083 shares of Preferred Stock                                        Feb. 1988                   714,266            714,266
- -------------------------------------------------------------------------------------------------------------------------------
MNI Group Inc.(A)
211,973 shares of Common Stock                                           Sept. 1987                  451,457             65,404
- -------------------------------------------------------------------------------------------------------------------------------
Nimbus Medical, Inc.
200,709 shares of Common Stock                                           Apr. 1988                   380,431            192,374
   Nimbus Medical, L.P.
   38,340 units of limited partnership interest                                                       88,868             76,316
                                                                                             ---------------    ---------------
                                                                                                     469,299            268,690
- -------------------------------------------------------------------------------------------------------------------------------
Oclassen Pharmaceuticals, Inc.
292,955 shares of Preferred Stock                                        Jan. 1989                 1,351,405          2,705,842
- -------------------------------------------------------------------------------------------------------------------------------
Somatogen, Inc.(A)
125,404 shares of Common Stock                                           Dec. 1988                   657,194          2,736,942
- -------------------------------------------------------------------------------------------------------------------------------
Ultramed, Inc.(D)
954,545 shares of Preferred Stock                                        Oct. 1987                   333,410                  0
18% Convertible Promissory Notes                                                                     159,090            150,000
12% Promissory Note                                                                                    7,500              7,500
Warrant to purchase 7,500 shares of Common Stock
   at $.05 per share, expiring 2/1/97                                                                      0                  0
                                                                                              --------------    ---------------
                                                                                                     500,000            157,500
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
September 30, 1995


Active Portfolio Investments:

<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
<C>                                                                      <C>                      <C>                <C>  
UroCor, Inc.
368,930 shares of Preferred Stock                                        May 1991            $     1,097,258    $     1,844,650
Warrant to purchase 8,000 shares of Common Stock
   at $1.25 per share, expiring 2/13/01                                                                    0             30,000
Warrant to purchase 8,995 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                   0              6,297
Warrant to purchase 9,000 shares of Common Stock
   at $5 per share, expiring 6/2/00                                                                        0                  0
- -------------------------------------------------------------------------------------------------------------------------------
Xenova Group plc*(A)
304,403 Ordinary shares                                                  Aug. 1988                 1,614,963            967,544
- -------------------------------------------------------------------------------------------------------------------------------

Totals From Active Portfolio Investments                                                      $   11,695,448    $    13,950,800
                                                                                              =================================


SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(E)


                                                                                    Cost        Realized Loss            Return

Totals From Liquidated Portfolio Investments                              $   16,658,316      $   (9,693,973)   $     6,964,343
                                                                          =====================================================

                                                                                                     Combined          Combined
                                                                                               Unrealized and        Fair Value
                                                                                    Cost        Realized Loss        and Return

Totals From Active and Liquidated Portfolio Investments                   $   28,353,764      $   (7,438,621)   $    20,915,143
                                                                          =====================================================
</TABLE>

(A)  Public company
(B)  During the quarter,  the Partnership sold 51,000 shares of Aprogenex,  Inc.
     common stock for $275,850, realizing a gain of $65,470.
(C)  Subsequent to the end of the quarter,  in October 1995, HBO & Co., a public
     company,  acquired  CliniCom  Incorporated.  As a result,  the  Partnership
     exchanged its 4,908 shares of CliniCom Incorporated for 1,963 shares of HBO
     & Co.
(D)  On July 31, 1995, the  Partnership's  warrants to purchase 46,535 shares of
     common stock of Ultramed, Inc. expired unexercised.
(E)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through September 30, 1995.
* Company may be deemed an affiliated  person of the Partnership as such term is
defined in the Investment Company Act of 1940.


<PAGE>


WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)


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

                                                                   1995            1994              1995             1994
                                                             --------------   --------------   --------------   ----------
<S>                                                            <C>             <C>               <C>              <C> 
INVESTMENT INCOME AND EXPENSES

   Income:
   Interest from short-term investments                      $       31,118   $       27,557   $       99,639   $        75,008
   Interest, dividend and other income from
     portfolio investments                                                -            3,978           55,593            71,882
                                                             --------------   --------------   --------------   ---------------
   Total                                                             31,118           31,535          155,232           146,890
                                                             --------------   --------------   --------------   ---------------

   Expenses:
   Management fee - Note 4                                           81,989           88,064          188,300           288,001
   Professional fees                                                 23,325           20,093           44,886            41,619
   Mailing and printing                                               7,998            1,500           27,910             8,579
   Insurance expense                                                 20,545           14,113           69,471            24,056
   Custodial fees                                                       907            2,964            4,283             6,804
   Independent General Partners' fees - Note 4                        3,750            3,750           11,250            11,250
   Miscellaneous                                                         10                -            1,263             1,558
                                                             --------------   --------------   --------------   ---------------
   Total                                                            138,524          130,484          347,363           381,867
                                                             --------------   --------------   --------------   ---------------

NET INVESTMENT LOSS                                                (107,406)         (98,949)        (192,131)         (234,977)

Net realized gain (loss) from portfolio investments                  65,470                -           65,470          (944,232)
                                                             --------------   --------------   --------------   ---------------

NET REALIZED LOSS FROM OPERATIONS                                   (41,936)         (98,949)        (126,661)       (1,179,209)

Net change in unrealized appreciation or
   depreciation of investments                                    1,611,372         (583,443)       1,909,857           309,587
                                                             --------------   --------------   --------------   ---------------

NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS
   (allocable to Partners) - Note 3                          $    1,569,436   $     (682,392)  $    1,783,196   $      (869,622)
                                                             ==============   ==============   ==============   ===============
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30,


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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>               <C>             
Net investment loss                                                                           $     (192,131)   $      (234,977)

Adjustments  to  reconcile  net  investment  loss to  cash  used  for  operating
   activities:

Increase in accrued interest receivable and other assets                                              (5,551)           (68,682)
Decrease in payables                                                                                 (10,493)           (36,493)
                                                                                              --------------    ---------------
Cash used for operating activities                                                                  (208,175)          (340,152)
                                                                                              --------------    ---------------

CASH FLOWS PROVIDED FROM (USED FOR)
   INVESTING ACTIVITIES

Proceeds from the sale of portfolio investments                                                      275,850            421,875
Cost of portfolio investments purchased                                                             (238,635)          (480,845)
                                                                                              --------------    ---------------
Cash provided from (used for) investing activities                                                    37,215            (58,970)
                                                                                              --------------    ---------------

Decrease in cash and cash equivalents                                                               (170,960)          (399,122)
Cash and cash equivalents at beginning of period                                                   2,609,028          3,063,851
                                                                                              --------------    ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $    2,438,068    $     2,664,729
                                                                                              ==============    ===============
</TABLE>


See notes to financial statements.



<PAGE>


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


<TABLE>
                                                             Managing
                                                              General                    Limited
                                                              Partner                   Partners                     Total
<S>                                                        <C>                      <C>                        <C>     
Balance at beginning of period                             $    145,329             $    14,387,196            $     14,532,525

Net increase in net assets resulting
from operations - Note 3                                         17,833                   1,765,363                   1,783,196
                                                           ------------             ---------------            ----------------

Balance at end of period                                   $    163,162             $    16,152,559(A)         $     16,315,721
                                                           ============             ===============            ================
</TABLE>


(A)  The net asset value per unit of limited partnership interest, including the
     allocation  of net  unrealized  appreciation  of  investments,  was $241 at
     September 30, 1995. Such per unit amount is based on average allocations to
     all  limited  partners  and  does  not  reflect  specific  limited  partner
     allocations,  which are determined by the original  closing date associated
     with  the  units  of  limited  partnership  interest  held by each  limited
     partner.


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


1.     Organization and Purpose

WestMed Venture Partners, L.P. (the "Partnership") was formed under Delaware law
on February 5, 1987. The Partnership  operates as a business development company
under the  Investment  Company Act of 1940,  as amended.  The  Partnership  is a
closed-end  investment  fund and  accordingly  its units of limited  partnership
interest  ("Units")  are not  redeemable.  A total of 66,929  Units were sold to
limited  partners  ("Limited  Partners" and together  with the Managing  General
Partner (as hereinafter defined), the "Partners") at $500 per Unit.

The  general  partners  of  the  Partnership   include  three  individuals  (the
"Independent  General  Partners")  and the  managing  general  partner,  WestMed
Venture Management,  L.P., a Delaware limited partnership (the "Managing General
Partner" and collectively with the Independent  General  Partners,  the "General
Partners").  The  general  partner of the  Managing  General  Partner is Medical
Venture  Holdings,  Inc., a Delaware  corporation  affiliated with Oppenheimer &
Co., Inc.  ("Opco").  The limited  partners of the Managing  General Partner are
Oppenheimer  Holdings,  Inc.,  MVP  Holdings,  Inc.  and BSW,  Inc.,  a Delaware
corporation  owned  by John A.  Balkoski,  Philippe  L.  Sommer  and  Howard  S.
Wachtler.  Messrs. Sommer and Wachtler are principally  responsible for managing
the investments of the Partnership.

Opco, a member firm of the New York Stock Exchange,  the National Association of
Securities Dealers,  Inc., and all principal United States securities exchanges,
is a diversified investment banking and securities firm, a registered investment
advisor and Futures  Commission  Merchant providing a broad range of services to
individual,  corporate, and institutional clients. Opco operates in the capacity
of broker and dealer for its  customers,  as well as trader for its own account.
The services provided by Opco and its subsidiaries,  and the activities in which
it is engaged,  include  securities  brokerage,  securities  research,  customer
financing,  securities  trading,  corporate  finance,  mergers and acquisitions,
underwriting and investment advisory services.

The Partnership's  objective is to achieve  long-term capital  appreciation from
its portfolio of venture capital investments, consisting of companies engaged in
the health care industry.  The Partnership is scheduled to terminate on December
31,  1997.  However,  the  General  Partners  can  extend the term for up to two
additional  two-year periods,  if they determine that such extensions are in the
best interest of the Partnership.

2.     Summary of Significant Accounting Policies

Valuation of  Investments - Portfolio  investments  are carried at fair value as
determined  quarterly by the Managing  General  Partner under the supervision of
the Independent  General  Partners.  The fair value of  publicly-held  portfolio
securities is adjusted to the average  closing  public market price for the last
five trading days of each quarter  discounted  for sales  restrictions.  Factors
considered in the determination of an

<PAGE>


WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


appropriate   discount   include   underwriter   lock-up  or  Rule  144  trading
restrictions,  insider status where the Partnership  either has a representative
serving on the board of directors of the portfolio  company under  consideration
or is greater than a 5% shareholder thereof, and other liquidity factors such as
the  size of the  Partnership's  position  in a given  company  compared  to the
trading history of the public security.  Privately-held portfolio securities are
carried at cost until significant  developments  affecting the portfolio company
provide a basis for change in valuation. The fair value of private securities is
adjusted  (i) to reflect  meaningful  third-party  transactions  in the  private
market and (ii) to reflect  significant  progress or slippage in the development
of the  company's  business such that cost no longer  reflects fair value.  As a
venture capital investment fund, the Partnership's portfolio investments involve
a high  degree of business  and  financial  risk that can result in  substantial
losses.  The Managing  General  Partner  considers such risks in determining the
fair value of the Partnership's portfolio investments.

Investment  Transactions - Investment  transactions  are recorded on the accrual
method. For portfolio  investments,  transactions are recorded on the date which
the Partnership obtains an enforceable right to demand the securities or payment
thereof.  Realized  gains  and  losses on  investments  sold are  computed  on a
specific identification basis.

Statements  of  Cash  Flows  - Cash  and  cash  equivalents  include  short-term
interest-bearing   investments  in  commercial  paper  and  other  money  market
investments.  The Partnership  considers its interest bearing cash account to be
cash equivalents.

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable  to the partners for  inclusion  in their  respective  tax
returns.  The Partnership's net assets for financial  reporting  purposes differ
from its net assets for tax purposes. Net unrealized  depreciation of $2,255,352
at September 30, 1995, which was recorded for financial statement purposes,  was
not recognized for tax purposes.  Additionally,  from inception to September 30,
1995, other timing differences totaling $10.1 million,  relating to net realized
losses,  original sales  commissions  paid and other costs of selling the Units,
have been recorded on the  Partnership's  financial  statements but have not yet
been deducted for tax purposes.

3.     Allocations of Partnership Profits and Losses

Pursuant to the Partnership's agreement of limited partnership (the "Partnership
Agreement"),  the  Partnership's  net  income  and net  realized  gains from all
sources  are  allocated  to  all  Partners,   in  proportion  to  their  capital
contributions,  until all Partners have been allocated an amount equal to 6% per
annum, simple interest, on their total Adjusted Invested Capital; i.e., original
capital contributions reduced by previous distributions (the "Priority Return").
Thereafter,  net income and net realized gains from venture capital  investments
in excess of the amount used to cover the Priority  Return are  allocated 20% to
the  Managing  General  Partner and 80% to all Partners in  proportion  to their
capital  contributions.  Any net income from non-venture  capital investments in
excess of the amount used to cover the Priority Return is allocated to all

<PAGE>


WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


Partners in  proportion  to their  capital  contributions.  Realized  losses are
allocated to all Partners in proportion to their capital contributions. However,
if realized gains had been previously  allocated in the 80-20 ratio, then losses
are  allocated in the reverse order in which  profits were  allocated.  From its
inception to September 30, 1995, the Partnership had a $9.1 million net realized
loss from its venture  capital  investments  which  includes  interest and other
income from portfolio investments of $550,325.

4.     Related Party Transactions

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a one-time venture capital fee equal to 5% of the gross proceeds from
the sale of Units. Such fee is incurred as portfolio investments are made in the
proportion of the cost of each portfolio investment to the net proceeds from the
sale of Units.  Venture  capital fees are  recorded as a cost of  acquiring  the
portfolio investments.  The Partnership incurred venture capital fees of $14,000
and $27,000 for the nine months ended September 30, 1995 and 1994, respectively.
Cumulative  venture  capital fees incurred from  inception to September 30, 1995
totaled $1.6 million.

Pursuant to a  management  agreement  between the  Partnership  and the Managing
General Partner,  the Managing General Partner performs,  or arranges for others
to perform,  the  management,  administrative  and certain  investment  advisory
services necessary for the operation of the Partnership.  For such services, the
Managing  General Partner  receives a management fee at the annual rate of 2% of
the lesser of the net assets of the Partnership or the net  contributed  capital
of the Partnership; i.e., gross capital contributions to the Partnership (net of
selling commissions and organizational expenses) reduced by capital distributed.
Such fee is determined and payable quarterly.

For services rendered to the Partnership,  each of the three Independent General
Partners  receives a $5,000 annual fee and  reimbursement  for all out-of-pocket
expenses relating to attendance at meetings of the General Partners.

5.     Interim Financial Statements

In  the  opinion  of the  Managing  General  Partner,  the  unaudited  financial
statements  as of September  30, 1995,  and for the three and six month  periods
then ended,  reflect all adjustments  necessary for the fair presentation of the
results of the interim periods.


<PAGE>


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

Liquidity and Capital Resources

During the three  months  ended  September  30, 1995,  the  Partnership  made no
follow-on  investments.  At September 30, 1995, the  Partnership had invested an
aggregate of $28.4  million in 23  portfolio  companies  (including  acquisition
costs and venture capital fees totaling $1.9 million) representing approximately
95% of the original $30 million of net  proceeds  received  from the offering of
Units.

At September 30, 1995, the Partnership  held $2.4 million of cash and short-term
investments:  $2 million in short-term  securities  with maturities of less than
one year and $443,000 in an  interest-bearing  cash  account.  For the three and
nine months  ended  September  30,  1995,  the  Partnership  earned  $31,000 and
$100,000 of interest from such investments,  respectively.  Interest earned from
short-term   investments  in  future  periods  is  subject  to  fluctuations  in
short-term interest rates and changes in funds available for investment.

It is anticipated that funds needed to cover the Partnership's  future follow-on
investments and operating expenses will be obtained from existing cash reserves,
interest and dividend  income and proceeds  received  from the sale of portfolio
investments.

Results of Operations

For the three and nine months ended  September 30, 1995, the  Partnership  had a
$42,000 and $127,000 net realized loss from  operations,  respectively.  For the
three and nine months ended  September 30, 1994, the  Partnership  had a $99,000
and $1.2 million net realized loss from operations,  respectively.  Net realized
gain or loss from  operations is comprised of (i) net realized gain or loss from
portfolio  investments  and (ii) net  investment  income or loss  (interest  and
dividend income less operating expenses).

Realized  Gains and Losses from  Portfolio  Investments - For the three and nine
months ended  September 30, 1995, the  Partnership  had a net realized gain from
its  portfolio  investments  of  $65,000.  During  July and August of 1995,  the
Partnership  sold 51,000 shares of Aprogenex  common shares in the public market
for $276,000,  realizing a gain of $65,000. The Partnership had no realized gain
or loss from its portfolio  investments for the three months ended September 30,
1994. For the nine months ended  September 30, 1994, the  Partnership  had a net
realized loss from its portfolio investments of $944,000. During March and April
1994, the Partnership sold 20,000 common shares of CliniCom  Incorporated in the
public market for $422,000, realizing a loss of $944,000.

Investment  Income and Expenses - Net investment loss for the three months ended
September 30, 1995 and 1994 was $107,000 and $99,000, respectively. The increase
in net  investment  loss for the three month  period  ended  September  30, 1995
compared to the same period in 1994 was due to an $8,000  increase in  operating
expenses, primarily due to an increase in insurance expense for the 1995 period.
Net  investment  loss for the nine months ended  September 30, 1995 and 1994 was
$192,000 and $235,000,  respectively. The decline in net investment loss for the
1995  periods  compared  to the 1994  periods  primarily  is  attributable  to a
decrease  in the  management  fee for the  1995  periods,  as  discussed  below,
partially offset by an increase in insurance  expense for the 1995 periods.  The
increase in insurance  expense for the 1995 periods  resulted from directors and
officers liability insurance coverage initiated in August 1994.

The  management  fee  paid  to  the  Managing  General  Partner,  pursuant  to a
management  agreement  between the Partnership and the Managing General Partner,
was $82,000 and $88,000 for the three months ended  September 30, 1995 and 1994,
respectively.  For the nine  months  ended  September  30,  1995 and  1994,  the
management fee was $188,000 and $288,000,  respectively.  The management fee for
the nine months  ended  September  30,  1995 was reduced by $38,000  relating to
director's  fees  received  by  the  Managing  General  Partner.  The  remaining
reduction in the management fee incurred  during the 1995 periods  resulted from
the Partnership's lower net asset value at September 30, 1995, June 30, 1995 and
March 31, 1995 as compared to the same periods in 1994.

To the extent possible, the management fee and other operating expenses are paid
with funds provided from operations. Funds provided from operations are obtained
from interest received from short-term investments, interest and dividend income
from  portfolio  investments  and proceeds  received  from the sale of portfolio
investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  or
Depreciation of Portfolio  Investments - For the nine months ended September 30,
1995, the  Partnership  had a $1,918,000 net unrealized  gain resulting from the
net  upward  revaluation  of its  portfolio  investments,  primarily  due to the
increased market values of its publicly traded securities.  Additionally, during
the nine months ended September 30, 1995, $8,000 was transferred from unrealized
gain to realized  gain in  connection  with the sale of Aprogenex  common shares
during the three  months ended  September  30, 1995,  as  discussed  above.  The
$1,918,000  unrealized gain from the revaluation of portfolio investments offset
by the $8,000  transfer  from  unrealized  gain to realized  gain  resulted in a
$1,910,000 increase to net unrealized appreciation for the nine month period.

For the nine months ended September 30, 1994, the Partnership had a $627,000 net
unrealized  loss  resulting  from the net downward  revaluation of its portfolio
investments.   Additionally,   during  the  nine  month  period,   $936,000  was
transferred  from unrealized loss to realized loss relating to the 20,000 shares
of CliniCom sold during the period, as discussed above. The $936,000 transfer to
realized  loss  partially  offset by the  additional  $626,000  unrealized  loss
resulted in a $310,000  increase to net unrealized  appreciation  of investments
for the nine month period.

Net Assets - Changes to net assets  resulting  from  operations are comprised of
(i) net realized gain or loss from operations and (ii) changes to net unrealized
appreciation or depreciation of portfolio investments.

At September  30, 1995,  the  Partnership's  net assets were $16.3  million,  an
increase of $1.8 million from $14.5 million at December 31, 1994.  This increase
was comprised of the $1.9 million  increase in net  unrealized  appreciation  of
investments  partially  offset by the $127,000 net realized loss from operations
for the nine month period.

At September  30,  1994,  the  Partnership's  net assets were $17.5  million,  a
decrease of $870,000  from $18.4  million at December  31, 1993.  This  decrease
resulted from the $1.2 million net realized loss from  operations for the period
partially  offset by the $310,000  increase in net  unrealized  appreciation  of
investments for the nine month period.

The net asset value per $500 Unit,  including an  allocation  of net  unrealized
appreciation or depreciation of portfolio investments, at September 30, 1995 and
December  31, 1994 was $241 and $215,  respectively.  Such per Unit  amounts are
based on average allocations to all Limited Partners and do not reflect specific
Limited Partner  allocations,  which are determined by the original closing date
associated with the Units held by each Limited Partner.



<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

The Partnership is not a party to any material pending legal proceedings.

Item 2.       Changes in Securities.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the quarter covered
by this report.

Item 5.       Other Information.

Not applicable.

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

(a)           Exhibits

              (27)    Financial Data Schedule.

(b)           No reports on Form 8-K have been filed during the quarter for 
              which this report is filed.



<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.


              WESTMED VENTURE PARTNERS, L.P.


By:           WestMed Venture Management, L.P.
              The Managing General Partner


By:           MEDICAL VENTURE HOLDINGS, INC.
              General Partner


By:           /s/    Howard S. Wachtler
              Howard S. Wachtler
              Executive Vice President


By:           /s/    Philippe L. Sommer
              Philippe L. Sommer
              Executive Vice President and Principal
                  Financial and Accounting Officer



Date:         November 14, 1995


<TABLE> <S> <C>


<ARTICLE>                                                                      6
<LEGEND>
THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM WESTMED
VENTURE  PARTNERS,  L.P.'S  QUARTERLY  REPORT ON FORM 10-Q FOR THE PERIOD  ENDED
SEPTEMBER  30,  1995 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE>                                                              9-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1995
<PERIOD-START>                                                        JAN-1-1995
<PERIOD-END>                                                         SEP-30-1995
<INVESTMENTS-AT-COST>                                                 11,695,448
<INVESTMENTS-AT-VALUE>                                                13,950,800
<RECEIVABLES>                                                             54,567
<ASSETS-OTHER>                                                                 0
<OTHER-ITEMS-ASSETS>                                                   2,438,068
<TOTAL-ASSETS>                                                        16,443,435
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                127,714
<TOTAL-LIABILITIES>                                                      127,714
<SENIOR-EQUITY>                                                                0
<PAID-IN-CAPITAL-COMMON>                                                       0
<SHARES-COMMON-STOCK>                                                          0
<SHARES-COMMON-PRIOR>                                                          0
<ACCUMULATED-NII-CURRENT>                                                      0
<OVERDISTRIBUTION-NII>                                                         0
<ACCUMULATED-NET-GAINS>                                                        0
<OVERDISTRIBUTION-GAINS>                                                       0
<ACCUM-APPREC-OR-DEPREC>                                             (2,255,352)
<NET-ASSETS>                                                          16,315,721
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                        155,232
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                           347,363
<NET-INVESTMENT-INCOME>                                                (192,131)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                              1,909,857
<NET-CHANGE-FROM-OPS>                                                  1,783,196
<EQUALIZATION>                                                                 0
<DISTRIBUTIONS-OF-INCOME>                                                      0
<DISTRIBUTIONS-OF-GAINS>                                                       0
<DISTRIBUTIONS-OTHER>                                                          0
<NUMBER-OF-SHARES-SOLD>                                                        0
<NUMBER-OF-SHARES-REDEEMED>                                                    0
<SHARES-REINVESTED>                                                            0
<NET-CHANGE-IN-ASSETS>                                                 1,772,703
<ACCUMULATED-NII-PRIOR>                                                        0
<ACCUMULATED-GAINS-PRIOR>                                                      0
<OVERDISTRIB-NII-PRIOR>                                                        0
<OVERDIST-NET-GAINS-PRIOR>                                                     0
<GROSS-ADVISORY-FEES>                                                          0
<INTEREST-EXPENSE>                                                             0
<GROSS-EXPENSE>                                                                0
<AVERAGE-NET-ASSETS>                                                           0
<PER-SHARE-NAV-BEGIN>                                                        215
<PER-SHARE-NII>                                                                0
<PER-SHARE-GAIN-APPREC>                                                        0
<PER-SHARE-DIVIDEND>                                                           0
<PER-SHARE-DISTRIBUTIONS>                                                      0
<RETURNS-OF-CAPITAL>                                                           0
<PER-SHARE-NAV-END>                                                          241
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0



</TABLE>


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