WESTMED VENTURE PARTNERS LP
10-Q, 1995-08-14
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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 June 30, 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.)


Oppenheimer Tower, World Financial Center
New York, New York                                                     10281
(Address of principal executive offices)                               (Zip Code)
</TABLE>


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 June 30, 1995 (Unaudited) and December 31, 1994

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

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

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

Statement of Changes in Partners' Capital for the Six Months Ended June 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>
                                                                                          June 30, 1995       December 31,
                                                                                           (Unaudited)               1994
ASSETS

Portfolio investments, at fair value
   (cost $11,905,828 at June 30, 1995 and
<S>                        <C> <C>           <C>   <C>                                  <C>                    <C>             
   $11,667,193 at December 31, 1994) - Notes 2 and 4                                    $     12,549,808       $     12,012,688
Cash and cash equivalents - Note 2                                                             2,285,425              2,609,028
Accrued interest receivable and other assets                                                      18,561                 49,016
                                                                                                  ------                 ------

TOTAL ASSETS                                                                            $     14,853,794       $     14,670,732
                                                                                        =     ==========       =     ==========




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Due to Managing General Partner - Note 4                                                $         84,457       $         38,059
Due to Independent General Partners - Note 4                                                       7,500                 85,148
Accounts payable and accrued expenses                                                             15,552                 15,000
                                                                                                  ------                 ------
   Total liabilities                                                                             107,509                138,207
                                                                                                 -------                -------

Partners' Capital:
Managing General Partner                                                                         147,467                145,329
Limited Partners (66,929 Units)                                                               14,598,818             14,387,196
                                                                                              ----------             ----------
   Total Partners' capital                                                                    14,746,285             14,532,525
                                                                                              ----------             ----------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                 $     14,853,794       $     14,670,732
                                                                                        =     ==========       =     ==========
</TABLE>


See notes to financial statements.



<PAGE>


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

Active Portfolio Investments:
<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
Aprogenex, Inc.*(A)(B)
<C>                                                                           <C>            <C>                <C>            
527,739 shares of Common Stock                                           Jan. 1989           $     1,682,187    $     2,261,229
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             33,270
------------------------------                                           ----------                  -------             ------
CliniCom Incorporated(A)
4,908 shares of Common Stock                                             Dec. 1987                   165,934             79,018
----------------------------                                             ---------                   -------             ------
Cortex Pharmaceuticals, Inc.(A)
140,833 shares of Common Stock                                           May 1988                    504,038            350,146
75,000 shares of Preferred Stock                                                                      53,030             18,296
Warrants to purchase 6,500 shares of Common Stock
   at $9.19 per share, expiring on 12/31/95                                                                0                  0
                                                                                                           -                  -
                                                                                                     557,068            368,442
                                                                                                     -------            -------
Corvita Corporation*(A)
410,765 shares of Common Stock                                           Aug. 1988                 2,394,797          1,556,696
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             45,044
------------------------------                                           ----------                  -------             ------
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          1,465,659
------------------------------                                           ---------                   -------          ---------
</TABLE>


<PAGE>


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

Active Portfolio Investments:

<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
Ultramed, Inc.
<C>                                                                           <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.*
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          1,013,205
-----------------------                                                  ---------                 ---------          ---------

Totals From Active Portfolio Investments                                                      $   11,905,828    $    12,549,808
                                                                                              =   ==========    =    ==========
</TABLE>



SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(C)

<TABLE>
                                                                                    Cost        Realized Loss            Return
<S>                                                                       <C>                 <C>               <C>            
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                   $   28,353,764      $   (9,115,462)   $    19,238,302
                                                                          =   ==========      =   ===========   =    ==========
</TABLE>

(A)  Public company
(B)  In July 1995, the Partnership sold 25,100 shares of Aprogenex,  Inc. common
     stock for $139,000, realizing a gain of $35,000.
(C)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through June 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               Six Months Ended
                                                                            June 30,                        June 30,

                                                                     1995            1994              1995           1994
                                                                     ----            ----              ----           ----

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                             <C>             <C>               <C>             <C>          
   Interest from short-term investments                         $     34,532    $        24,449   $     68,521    $      47,451
   Interest, dividends and other income from
     portfolio investments                                                 -              1,708         55,593           67,904
                                                                           -              -----         ------           ------
   Total                                                              34,532             26,157        124,114          115,355
                                                                      ------             ------        -------          -------

   Expenses:
   Management fee - Note 4                                            70,822             91,493        106,311          199,937
   Professional fees                                                   6,961             18,565         21,561           21,526
   Mailing and printing                                                6,368              3,093         19,912            7,079
   Insurance expense                                                  23,093              4,971         48,926            9,943
   Custodial fees                                                      1,600              2,891          3,376            3,840
   Independent General Partners' fees - Note 4                         3,750              3,750          7,500            7,500
   Miscellaneous                                                         803                  -          1,253            1,558
                                                                         ---                  -          -----            -----
   Total                                                             113,397            124,763        208,839          251,383
                                                                     -------            -------        -------          -------

NET INVESTMENT LOSS                                                  (78,865)           (98,606)       (84,725)        (136,028)

Net realized loss from portfolio investments                               -           (452,330)             -         (944,232)
                                                                           -           --------              -         -------- 

NET REALIZED LOSS FROM OPERATIONS                                    (78,865)          (550,936)       (84,725)      (1,080,260)

Net change in unrealized appreciation or
   depreciation of investments                                       761,632         (2,822,365)       298,485          893,030
                                                                     -------         ----------        -------          -------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS
   (allocable to Partners) - Note 3                             $    682,767    $    (3,373,301)  $    213,760    $    (187,230)
                                                                =    =======    =    ==========   =    =======    =    ======== 
</TABLE>


See notes to financial statements.



<PAGE>


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



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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                         <C>                 <C>             
Net investment loss                                                                         $      (84,725)     $      (136,028)

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

(Increase) decrease in accrued interest receivable and other assets                                 30,455                 (253)
Decrease in payables                                                                               (30,698)             (43,210)
                                                                                                   -------              ------- 
Cash used for operating activities                                                                 (84,968)            (179,491)
                                                                                                   -------             -------- 

CASH FLOWS USED FOR INVESTING ACTIVITIES

Proceeds from the sale of portfolio investments                                                          -              421,875
Cost of portfolio investments purchased                                                           (238,635)            (426,339)
                                                                                                  --------             -------- 
Cash used for investing activities                                                                (238,635)              (4,464)
                                                                                                  --------               ------ 

Decrease in cash and cash equivalents                                                             (323,603)            (183,955)
Cash and cash equivalents at beginning of period                                                 2,609,028            3,063,851
                                                                                                 ---------            ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                  $    2,285,425      $     2,879,896
                                                                                            =    =========      =     =========
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Six Months Ended June 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                                          2,138                     211,622                     213,760
                                                                  -----                     -------                     -------

Balance at end of period                                   $    147,467             $    14,598,818(A)         $     14,746,285
                                                           =    =======             =    ==========            =     ==========
</TABLE>


(A)  The net asset value per unit of limited partnership interest, including the
     allocation of net unrealized appreciation of investments,  was $218 at June
     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 $643,980 at
June 30, 1995,  which was recorded for  financial  statement  purposes,  was not
recognized  for tax  purposes.  Additionally,  from  inception to June 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 June 30, 1995, the Partnership had a $9.2 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  $24,000  for the six  months  ended June 30,  1995 and 1994,  respectively.
Cumulative venture capital fees incurred from inception to June 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 June 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 June 30, 1995,  the  Partnership  made a follow-on
investment of $239,000 in UroCor,  Inc. At June 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 June 30,  1995,  the  Partnership  held $2.3  million of cash and  short-term
investments:  $2 million in short-term  securities  with maturities of less than
one year and $292,000 in an interest-bearing cash account. For the three and six
months  ended June 30,  1995,  the  Partnership  earned  $35,000  and $69,000 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 six months ended June 30, 1995, the  Partnership had a $79,000
and $85,000 net realized loss from operations,  respectively.  For the three and
six months ended June 30, 1994, the  Partnership had a $551,000 and $1.1 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.  Net  realized  loss from
operations for the 1995 periods 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 and six months
ended June 30,  1995.  For the three and six months  ended  June 30,  1994,  the
Partnership  had a net realized loss from portfolio  investments of $452,000 and
$944,000,  respectively.  During April 1994, the Partnership  sold 10,000 common
shares of CliniCom  Incorporated in the public market for $230,000,  realizing a
loss of $452,000.  During March 1994, the Partnership sold an additional  10,000
common shares of CliniCom for $192,000, realizing a loss of $492,000.

Investment  Income and Expenses - Net investment loss for the three months ended
June 30, 1995 and 1994 was $79,000 and  $99,000,  respectively.  Net  investment
loss for the six months  ended June 30, 1995 and 1994 was $85,000 and  $136,000,
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 for
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  $71,000  and  $91,000  for the three  months  ended June 30, 1995 and 1994,
respectively.  For the six months ended June 30, 1995,  the  management  fee was
$106,000 and $200,000,  respectively.  The  management fee for the three and six
months ended June 30, 1995 was reduced by $3,000 and $38,000 of director's  fees
received directly by the Managing General Partner,  respectively.  The remaining
reduction in the management fee incurred  during the 1995 periods  resulted from
the  Partnership's  lower net asset value at June 30, 1995 and March 31, 1995 as
compared 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 six months ended June 30, 1995,
the Partnership had a $298,000 net unrealized gain resulting from the net upward
revaluation  of its portfolio  investments,  thereby  increasing  net unrealized
appreciation of investments for the six month period.

For the six months  ended  June 30,  1994,  the  Partnership  had a $43,000  net
unrealized  loss  resulting  from the net downward  revaluation of its portfolio
investments. Additionally, during the six 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  $43,000  unrealized loss resulted in a
$893,000  increase to net unrealized  appreciation  of  investments  for the six
month period.

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

At June 30, 1995, the Partnership's  net assets were $14.7 million,  an increase
of $214,000 from $14.5 million at December 31, 1994. This increase was comprised
of the $298,000 increase in net unrealized appreciation of investments partially
offset  by the  $85,000  net  realized  loss from  operations  for the six month
period.

At June 30, 1994, the Partnership's net assets were $18.2 million, a decrease of
$187,000  from $18.4 million at December 31, 1993.  This decrease  resulted from
the $1.1  million net realized  loss from  operations  for the period  partially
offset by the $893,000  increase in net unrealized  appreciation  of investments
for the six month period.

The net asset value per $500 Unit,  including an  allocation  of net  unrealized
appreciation  or  depreciation  of portfolio  investments,  at June 30, 1995 and
December  31, 1994 was $218 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.

On June 2, 1995, the Partnership  purchased  45,000 shares of preferred stock of
UroCor,  Inc. and a warrant to purchase  9,000 shares of UroCor common stock for
$238,635 (including a venture capital fee of $13,635).

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:         August 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 JUNE
30,  1995 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
<PERIOD-TYPE>                                                              6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1995
<PERIOD-START>                                                        JAN-1-1995
<PERIOD-END>                                                         JUN-30-1995
<INVESTMENTS-AT-COST>                                                 11,905,828
<INVESTMENTS-AT-VALUE>                                                12,549,808
<RECEIVABLES>                                                             18,561
<ASSETS-OTHER>                                                                 0
<OTHER-ITEMS-ASSETS>                                                   2,285,425
<TOTAL-ASSETS>                                                        14,853,794
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                107,509
<TOTAL-LIABILITIES>                                                      107,509
<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>                                               (643,980)
<NET-ASSETS>                                                          14,746,285
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                        124,114
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                           208,839
<NET-INVESTMENT-INCOME>                                                 (84,725)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                                298,485
<NET-CHANGE-FROM-OPS>                                                    213,760
<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>                                                   183,062
<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>                                                          218
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0


</TABLE>


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