WESTMED VENTURE PARTNERS LP
10-Q, 1995-05-15
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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 March 31, 1995


Commission file number 0-15681


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


<TABLE>
<S>                                                                    <C>       
Delaware                                                               13-3443230
(State of organization)                                                (I.R.S. Employer Identification No.)
</TABLE>


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 March 31, 1995 (Unaudited) and December 31, 1994

Schedule of Portfolio Investments at March 31, 1995 (Unaudited)

Statements  of  Operations  for the Three  Months  Ended March 31, 1995 and 1994
(Unaudited)

Statements  of Cash Flows for the Three  Months  Ended  March 31,  1995 and 1994
(Unaudited)

Statement of Changes in  Partners'  Capital for the Three Months Ended March 31,
1995 (Unaudited)

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION


Item 1.       Financial Statements.

WESTMED VENTURE PARTNERS, L.P.
BALANCE SHEETS

<TABLE>
                                                                                       March 31, 1995         December 31,
                                                                                         (Unaudited)                 1994
ASSETS

Portfolio investments, at fair value
    (cost $11,667,193 at March 31, 1995 and
<S>                                                                                     <C>                      <C>      
    at December 31, 1994) - Notes 2 and 4                                             $    11,549,541          $     12,012,688
Cash and cash equivalents - Note 2                                                          2,556,078                 2,609,028
Accrued interest receivable and other assets                                                   37,508                    49,016
                                                                                               ------                    ------

TOTAL ASSETS                                                                          $    14,143,127          $     14,670,732
                                                                                      =    ==========          =     ==========




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                 $        40,370          $         38,059
Due to Managing General Partner - Note 4                                                       35,489                    85,148
Due to Independent General Partners - Note 4                                                    3,750                    15,000
                                                                                                -----                    ------
    Total liabilities                                                                          79,609                   138,207
                                                                                               ------                   -------

Partners' Capital:
Managing General Partner                                                                      140,639                   145,329
Limited Partners (66,929 Units)                                                            13,922,879                14,387,196
                                                                                           ----------                ----------
    Total Partners' capital                                                                14,063,518                14,532,525
                                                                                           ----------                ----------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $    14,143,127          $     14,670,732
                                                                                      =    ==========          =     ==========
</TABLE>


See notes to financial statements.


<PAGE>


WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1995

Active Portfolio Investments:


<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
Aprogenex, Inc.*(A)
<S>                                                                           <C>            <C>                <C>            
527,739 shares of Common Stock                                           Jan. 1989           $     1,682,187    $     2,404,511
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             47,428
- ------------------------------                                           ----------                  -------             ------
CliniCom Incorporated(A)
4,908 shares of Common Stock                                             Dec. 1987                   165,934             90,126
- ----------------------------                                             ---------                   -------             ------
Cortex Pharmaceuticals, Inc.(A)(B)
140,833 shares of Common Stock                                           May 1988                    504,038            306,812
75,000 shares of Preferred Stock                                                                      53,030             16,032
Warrants to purchase 6,500 shares of Common Stock
    at $9.19 per share, expiring on 12/31/95                                                               0                  0
                                                                                                           -                  -
                                                                                                     557,068            322,844
                                                                                                     -------            -------
Corvita Corporation*(A)
410,765 shares of Common Stock                                           Aug. 1988                 2,394,797          1,317,015
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             49,549
- ------------------------------                                           ----------                  -------             ------
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            887,390
- ------------------------------                                           ---------                   -------            -------
</TABLE>


<PAGE>


WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
March 31, 1995

Active Portfolio Investments:


<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
Ultramed, Inc.
<S>                                                                           <C>             <C>               <C>            
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
Warrants to purchase 46,535 shares of Common Stock
    at $.55 per share, expiring 7/31/95                                                                    0                  0
                                                                                                           -                  -
                                                                                                     500,000            157,500
                                                                                                     -------            -------
UroCor, Inc.*
323,930 shares of Preferred Stock                                        May 1991                    858,623          1,408,623
Warrant to purchase 8,000 shares of Common Stock
    at $1.25 per share, expiring 2/13/01                                                                   0                  0
Warrant to purchase 8,995 shares of Common Stock
    at $4.30 per share, expiring 10/18/98                                                                  0                  0
    -------------------------------------                                                                  -                  -
Xenova Group plc*(A)
304,403 Ordinary shares                                                  Aug. 1988                 1,614,963          1,175,757
- -----------------------                                                  ---------                 ---------          ---------

Totals From Active Portfolio Investments                                                      $   11,667,193    $    11,549,541
                                                                                              =   ==========    =    ==========





SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(C)



                                                                                    Cost        Realized Loss            Return

Totals From Liquidated Portfolio Investments                              $   16,447,936      $   (9,759,442)   $     6,688,494
                                                                          =   ==========      =   ===========   =     =========

                                                                                                     Combined          Combined
                                                                                               Unrealized and        Fair Value
                                                                                    Cost        Realized Loss        and Return

Totals From Active and Liquidated Portfolio Investments                   $   28,115,129      $   (9,877,094)   $    18,238,035
                                                                          =   ==========      =   ===========   =    ==========
</TABLE>



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
March 31, 1995



(A)  Public company

(B)  During March 1995,  Cortex  Pharmaceuticals,  Inc.  effected a one-for-five
     reverse split of its outstanding common stock. As a result, the Partnership
     exchanged  its  704,167  shares of common  stock and  warrants  to purchase
     32,500 shares of Cortex common stock at $1.84 per share for 140,833  shares
     of common  stock and  warrants to purchase  6,500 shares of common stock at
     $9.19 per share.  Additionally,  the  expiration  date of the  warrant  was
     extended from April 30, 1995 to December 31, 1995.

(C)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through March 31, 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)
For the Three Months Ended March 31,



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

INVESTMENT INCOME AND EXPENSES

    Income:
<S>                                                                                          <C>                <C>            
    Interest from short-term investments                                                     $      33,989      $        23,002
    Interest, dividend and other income from portfolio investments                                  55,593               66,196
                                                                                                    ------               ------
    Total                                                                                           89,582               89,198
                                                                                                    ------               ------

    Expenses:
    Management fee - Note 4                                                                         35,489              108,444
    Professional fees                                                                               10,100                2,961
    General and administrative expenses                                                             46,103               10,157
    Independent General Partners' fees - Note 4                                                      3,750                3,750
    Miscellaneous                                                                                        -                1,308
                                                                                                         -                -----
    Total                                                                                           95,442              126,620
                                                                                                    ------              -------

NET INVESTMENT LOSS                                                                                 (5,860)             (37,422)

Net realized loss from portfolio investments                                                             -             (491,902)
                                                                                                         -             -------- 

NET REALIZED LOSS FROM OPERATIONS                                                                   (5,860)            (529,324)

Net change in unrealized appreciation or depreciation
    of investments                                                                                (463,147)           3,715,395
                                                                                                  --------            ---------

NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS
    (allocable to Partners) - Note 3                                                         $    (469,007)     $     3,186,071
                                                                                             =    ========      =     =========
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,



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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                         <C>                 <C>             
Net investment loss                                                                         $       (5,860)     $       (37,422)

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

(Increase) decrease in accrued interest receivable and other assets                                 11,508               (3,722)
Increase (decrease) in payables                                                                    (58,598)              20,021
                                                                                                   -------               ------
Cash used for operating activities                                                                 (52,950)             (21,123)

CASH FLOWS USED FOR INVESTING ACTIVITIES

Purchase of portfolio investments                                                                        -             (267,249)
                                                                                                         -             -------- 

Decrease in cash and cash equivalents                                                              (52,950)            (288,372)
Cash and cash equivalents at beginning of period                                                 2,609,028            3,063,851
                                                                                                 ---------            ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                  $    2,556,078      $     2,775,479
                                                                                            =    =========      =     =========
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 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 decrease in net assets resulting
from operations - Note 3                                         (4,690)                  (464,317)                   (469,007)
                                                                 ------                   --------                    -------- 

Balance at end of period                                  $     140,639            $    13,922,879(A)         $     14,063,518
                                                          =     =======            =    ==========            =     ==========
</TABLE>


(A)    The net asset value per unit of limited partnership  interest,  including
       the allocation of net unrealized depreciation of investments, was $208 at
       March 31, 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 $117,652 at
March 31, 1995,  which was recorded for financial  statement  purposes,  was not
recognized  for tax purposes.  Additionally,  from  inception to March 31, 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 March 31,  1995,  the  Partnership  had a $9.2 million net realized
loss from its venture capital investments.

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 incurred are recorded as a cost of acquiring
the portfolio investments.  The Partnership incurred no venture capital fees for
the three  months  ended March 31,  1995.  For the three  months ended March 31,
1994, the Partnership incurred venture capital fees totaling $15,000. Cumulative
venture  capital  fees  incurred  from  inception to March 31, 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.     Cash Distributions

No cash  distributions were paid to Partners during the three months ended March
31,  1995 and 1994.  At March 31, 1995  cumulative  cash  distributions  paid to
Partners  total  $5.71  million;  $5.65  million  to the  Limited  Partners,  or
approximately $85 per unit, and $57,000 to the Managing General Partner.

6.     Interim Financial Statements

In  the  opinion  of the  Managing  General  Partner,  the  unaudited  financial
statements  as of March 31,  1995,  and for the three  month  period then ended,
reflect all  adjustments  necessary for the fair  presentation of the results of
the interim period.


<PAGE>


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

Liquidity and Capital Resources

At March 31, 1995, the Partnership had invested an aggregate of $28.1 million in
23 portfolio  companies  (including  acquisition  costs and venture capital fees
totaling  $1.9  million)  representing  approximately  94% of the  original  $30
million of net proceeds received from the offering of Units.

At March 31, 1995,  the  Partnership  held $2.6  million of cash and  short-term
investments:  $2 million in short-term  securities  with maturities of less than
one year and $567,000 in an interest-bearing  cash account. For the three months
ended March 31,  1995,  the  Partnership  earned  $34,000 of interest  from such
investments.  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  from  short-term  investments  and proceeds  received from the sale of
portfolio investments.

Results of Operations

For the three months ended March 31, 1995 and 1994, the Partnership had a $6,000
and $529,000 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. The net realized
loss from operations for the 1995 period was comprised  solely of net investment
loss.

Realized Gains and Losses from Portfolio  Investments - The  Partnership  had no
realized gains or losses from portfolio  investments  for the three months ended
March 31, 1995. For the three months ended March 31, 1994, the Partnership had a
$492,000 net realized  loss  resulting  from the sale of 10,000 common shares of
CliniCom, Incorporated in the public market for $192,000 during the period.

Investment  Income and Expenses - Net investment loss for the three months ended
March 31, 1995 and 1994 was $6,000 and  $37,000,  respectively.  The decrease in
net investment loss for the 1995 period compared to the 1994 period primarily is
attributable  to a  decrease  in the  management  fee for the  1995  period,  as
discussed below,  partially offset by an increase in general and  administrative
expenses and professional fees for the 1995 period.  General and  administrative
expenses  were $46,000 and $10,000 for the three months ended March 31, 1995 and
1994, respectively.  This increase primarily was due to an increase in insurance
costs for the 1995 period.

The  management  fee  paid  to  the  Managing  General  Partner,  pursuant  to a
management  agreement  between the Partnership and the Managing General Partner,
was $35,000 and  $108,000  for the three  months  ended March 31, 1995 and 1994,
respectively.  The  management fee for the 1995 period was reduced by $35,000 of
director's  fees received  directly by the Managing  General  Partner during the
1995 period.  The remaining  reduction in the management fee incurred during the
1995 period  results from the lower net asset value of the  Partnership at March
31, 1995 compared to March 31, 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 three months ended March 31,
1995, the  Partnership had a $463,000 net unrealized loss resulting from the net
downward revaluation of its publicly-held portfolio investments,  resulting in a
reduction to net unrealized appreciation of investments for the 1995 period.

For the three months ended March 31, 1994,  the  Partnership  had a $3.2 million
net unrealized gain from its portfolio investments, primarily resulting from the
net upward  revaluation of its investments in Aprogenex,  Inc. and UroCor,  Inc.
(formerly CytoDiagnostics, Inc.). Additionally, during the 1994 period, $481,000
was  transferred  from  unrealized  loss to realized loss related to the sale of
10,000  common  shares  CliniCom,  as  discussed  above.  The $3.2  million  net
unrealized gain and the $481,000  transfer from unrealized loss to realized loss
resulted  in  a  $3.7  million  increase  to  net  unrealized   appreciation  of
investments for the 1994 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 March 31, 1995, the Partnership's  net assets were $14.1 million,  a decrease
of $469,000 from $14.5 million at December 31, 1994. This decrease resulted from
the $463,000  decrease in net unrealized  appreciation  of  investments  and the
$6,000 net realized loss from operations for the three month period.

At March 31, 1994, the Partnership's net assets were $21.6 million,  an increase
of $3.2 million from $18.4 million at December 31, 1993. This increase  resulted
from the $3.7 million  increase in net  unrealized  appreciation  of investments
partially offset by the $529,000 net realized loss from operations for the three
month period.

The net asset value per $500 Unit,  including an  allocation  of net  unrealized
appreciation  or depreciation  of portfolio  investments,  at March 31, 1995 and
December  31, 1994 was $208 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:         May 11, 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
MARCH 31, 1995 AND IS QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
<PERIOD-TYPE>                                                              3-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1995
<PERIOD-START>                                                        JAN-1-1995
<PERIOD-END>                                                         MAR-31-1995
<INVESTMENTS-AT-COST>                                                 11,667,193
<INVESTMENTS-AT-VALUE>                                                11,549,541
<RECEIVABLES>                                                             37,508
<ASSETS-OTHER>                                                                 0
<OTHER-ITEMS-ASSETS>                                                   2,556,078
<TOTAL-ASSETS>                                                        14,143,127
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                 79,609
<TOTAL-LIABILITIES>                                                       79,609
<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>                                               (117,652)
<NET-ASSETS>                                                          14,063,518
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                         89,582
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                            95,442
<NET-INVESTMENT-INCOME>                                                  (5,860)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                              (463,147)
<NET-CHANGE-FROM-OPS>                                                  (469,007)
<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>                                                 (527,605)
<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>                                                          208
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0


</TABLE>


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