SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended September 30, 1996
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 0-16208
WESTFORD TECHNOLOGY VENTURES, L.P.
===============================================================================
(Exact name of registrant as specified in its charter)
Delaware 13-3423417
===============================================================================
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17 Academy Street, 5th Floor
Newark, New Jersey 07102-2905
===============================================================================
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 624-2131
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>
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of September 30, 1996 (Unaudited) and December 31, 1995
Schedule of Portfolio Investments as of September 30, 1996 (Unaudited)
Statements of Operations for the Three and Nine Months Ended September 30, 1996
and 199 (Unaudited)
Statements of Cash Flows for the Nine Months Ended September 30, 1996 and 1995
(Unaudited)
Statement of Changes in Partners' Capital for the Nine Months Ended September
30, 1996 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
<TABLE>
September 30, 1996 December 31,
(Unaudited) 1995
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $9,612,796 at
<S> <C> <C> <C> <C> <C> <C> <C>
September 30, 1996 and $7,615,357 at December 31, 1995) $ 8,985,240 $ 10,063,211
Short-term investments, at amortized cost 1,198,310 349,553
Cash and cash equivalents 71,969 206,504
Deposit in escrow 32,985 -
Receivable from securities sold (net of unamortized discount of
$88,479 at September 30, 1996 and $96,957 at December 31, 1995) 167,656 195,724
Accrued interest receivable 16,912 1,546
--------------- ----------------
TOTAL ASSETS $ 10,473,072 $ 10,816,538
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 35,226 $ 31,259
Due to Independent General Partners - Note 5 10,500 10,500
--------------- ----------------
Total liabilities 45,726 41,759
----------------------------------------
Partners' Capital:
Managing General Partner 557,100 82,416
Individual General Partners 3,696 2,893
Limited Partners (11,217 Units) 10,494,106 8,241,616
Unallocated net unrealized appreciation (depreciation)
of investments - Note 2 (627,556) 2,447,854
----------------------------------------
Total partners' capital 10,427,346 10,774,779
----------------------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 10,473,072 $ 10,816,538
=============== ================
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
September 30, 1996
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
EIS International, Inc.(A)
<C> <C> <C> <C>
206,267 shares of Common Stock Mar. 1996 $ 2,726,335 $ 2,310,190
Warrants to purchase 29,015 shares of Common Stock
at $1.41 per share, expiring between 12/31/98 and 3/23/00 438,469 365,395
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,253
Demand Promissory Notes at 1% plus prime 105,000 105,000
Warrants to purchase 206,003 shares of Common Stock at
$0.01 per share, expiring between 12/31/97 and 6/30/98 74,603 100,941
- -------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
742,304 shares of Preferred Stock June 1989 3,511,351 2,969,217
274,862 shares of Common Stock 142,681 1,099,448
Demand Promissory Notes at 8% 575,000 575,000
Warrants to purchase 361,894 shares of Common Stock
at $.50 per share, expiring between 12/31/97 and 2/1/00 0 0
Warrants to purchase 50,000 shares of Common Stock at
$5 per share, expiring 12/2/99 and 2/1/00 0 0
Options to purchase 5,000 shares of Common Stock at
$4 per share, expiring 12/31/96 6,875 0
- -------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS $ 9,612,796 $ 8,985,240
=================================
</TABLE>
(A) Public company
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
-------------- ------------ ------------- -------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C> <C> <C>
Interest from short-term investments $ 20,009 $ 9,652 $ 43,940 $ 29,355
Interest and other income from portfolio
investments 13,516 9,579 32,908 32,462
-------------- ------------ ------------- ------------
Totals 33,525 19,231 76,848 61,817
-------------- ------------ ------------- ------------
Expenses:
Management fee - Note 4 55,941 56,001 167,843 168,012
Professional fees 17,501 12,656 60,324 57,521
Mailing and printing 2,868 4,057 18,072 18,158
Independent General Partners' fees - Note 5 10,500 10,500 31,500 31,500
Miscellaneous 1,130 1,000 1,130 1,000
-------------- ------------ ------------- ------------
Totals 87,940 84,214 278,869 276,191
-------------- ------------ ------------- ------------
NET INVESTMENT LOSS (54,415) (64,983) (202,021) (214,374)
Net realized gain (loss) from portfolio investments - - 2,929,998 (3,589)
-------------- ------------ ------------- ------------
NET REALIZED GAIN (LOSS) FROM OPERATIONS
(allocable to Partners) - Note 3 (54,415) (64,983) 2,727,977 (217,963)
Net change in unrealized appreciation or depreciation
of investments (2,231,233) 33,051 (3,075,410) 245,018
--------------- ------------ -------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (2,285,648) $ (31,932) $ (347,433) $ 27,055
================ ============ ============== ============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30,
<TABLE>
1996 1995
-------------- --------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (202,021) $ (214,374)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Increase in accrued interest on short-term investments (6,836) (1,240)
Increase in accrued interest receivable (16,574) (12,662)
Increase (decrease) in payables 3,967 (11,236)
------------- -------------
Cash used for operating activities (221,464) (239,512)
-------------- -------------
CASH FLOWS PROVIDED FROM
INVESTING ACTIVITIES
Net purchase of short-term investments (841,921) (129)
Cost of portfolio investments purchased (710,000) (250,000)
Proceeds from the sale of portfolio investments 1,538,850 412,179
Repayment of promissory notes 100,000 -
------------- -------------
Cash provided from investing activities 86,929 162,050
------------- -------------
Decrease in cash and cash equivalents (134,535) (77,462)
Cash and cash equivalents at beginning of period 206,504 281,341
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 71,969 $ 203,879
============= =============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Nine Months Ended September 30, 1996
<TABLE>
Unallocated
Net Unrealized
Managing Individual Appreciation
General General Limited (Depreciation)
Partner Partners Partners of Investments Total
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 82,416 $ 2,893 $ 8,241,616 $ 2,447,854 $ 10,774,779
Net investment loss - Note 3 4,517 (74) (206,464) - (202,021)
Net realized gain from portfolio
investments - Note 3 470,167 877 2,458,954 - 2,929,998
Net change in unrealized
appreciation of investments - - - (3,075,410) (3,075,410)
------------ -------- --------------- -------------- -----------------
Balance at end of period $ 557,100 $ 3,696 $ 10,494,106(A) $ (627,556) $ 10,427,346
============ ======== =============== ============== ================
</TABLE>
(A) The net asset value per $1,000 unit of limited partnership interest,
including an assumed allocation of net unrealized appreciation of
investments, is $891.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed on September 3, 1987. WTVI Co., L.P., the managing general
partner of the Partnership (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the general partners of the Partnership.
Hamilton Capital Management Inc. (the "Management Company") is the general
partner of the Managing General Partner and the management company of the
Partnership. The Partnership began its principal operations on December 1, 1988.
The Partnership's objective is to achieve long-term capital appreciation by
making venture capital investments in new and developing companies and other
special investment situations. The Partnership will not engage in any other
business or activity. The Partnership will terminate on December 31, 1998,
subject to the right of the Individual General Partners to extend the term for
up to two additional two-year periods.
2. Significant Accounting Policies
Valuation of Investments - Short-term investments are carried at amortized cost
which approximates market. Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Individual General Partners. The fair value of publicly-held portfolio
securities is adjusted to the closing public market price for the last trading
day of each quarter discounted by a factor of 0% to 50% for sales restrictions.
Factors considered in the determination of an 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 or is
greater than a 10% shareholder, 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 1) to
reflect meaningful third-party transactions in the private market or 2) to
reflect significant progress or slippage in the development of the company's
business such that cost is no longer reflective of 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.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Investment Transactions - Investment transactions are recorded on the accrual
method. Portfolio investments are recorded on the trade date, the date the
Partnership obtains an enforceable right to demand the securities or payment
therefor. Realized gains and losses on investments sold are computed on a
specific identification basis.
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the Partners for inclusion in their respective income
tax returns. The Partnership's net assets for financial reporting purposes
differ from its net assets for tax purposes. Net unrealized depreciation of
$627,556 at September 30, 1996, which was recorded for financial statement
purposes, was not recognized for tax purposes. Additionally, from inception to
September 30, 1996, timing differences relating to realized losses totaling
$390,000 have been deducted on the Partnership's financial statements and
syndication costs relating to the selling of Units totaling $1.2 million were
charged to partners' capital on the financial statements. These amounts have not
been deducted or charged against partners' capital for tax purposes.
Statements of Cash Flows - The Partnership considers cash held in its interest
bearing cash account to be cash equivalents.
Organizational Costs - Organizational costs of $331,596 were amortized over a
sixty-month period which commenced on December 1, 1988.
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that the Managing General Partner will be
allocated, on a cumulative basis over the life of the Partnership, 20% of the
Partnership's aggregate investment income and net realized gains from venture
capital investments, provided that such amount is positive. All other gains and
losses of the Partnership are allocated among all the Partners, including the
Managing General Partner, in proportion to their respective capital
contributions to the Partnership.
4. Related Party Transactions
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. For these services, the
Management Company receives a management fee at an annual rate of 2.5% of the
gross capital contributions to the Partnership (net of selling commissions and
organizational expenses paid by the Partnership), reduced by capital distributed
and realized losses, with a minimum fee of $200,000 per annum. Such fee is
determined quarterly and paid monthly.
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives $10,000 annually in quarterly installments
and $1,000 for each meeting of the Independent General Partners attended, plus
out-of-pocket expenses.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
6. Classification of Portfolio Investments
As of September 30, 1996, the Partnership's investments were categorized as
follows:
<TABLE>
Type of Investments Cost Fair Value % of Net Assets*
- ------------------- --------------- --------------- ----------------
<S> <C> <C> <C>
Preferred Stock $ 4,300,147 $ 3,758,013 36%
Common Stock 4,632,649 4,547,227 44%
Debt Securities 680,000 680,000 7%
--------------- --------------- --------
Total $ 9,612,796 $ 8,985,240 87%
=============== =============== ========
Country/Geographic Region
Midwestern U.S. $ 5,659,196 $ 5,520,859 53%
Eastern U.S. 3,953,600 3,464,381 34%
--------------- --------------- --------
Total $ 9,612,796 $ 8,985,240 87%
=============== =============== ========
Industry
Wireless Communications $ 4,235,907 $ 4,643,665 45%
Computer Software 3,164,804 2,675,585 26%
Vending Equipment 1,423,289 877,194 8%
Semiconductors 788,796 788,796 8%
--------------- --------------- --------
Total $ 9,612,796 $ 8,985,240 87%
=============== =============== ========
</TABLE>
* Percentage of net assets is based on fair value.
7. Interim Financial Statements
In the opinion of WTVI Co., L.P., the managing general partner of the
Partnership, the unaudited financial statements at September 30, 1996, and for
the three and nine 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, 1996, the Partnership made follow-on
investments in Spectrix Corporation totaling $350,000. From December 1, 1988
(commencement of operations) to September 30, 1996, the Partnership had invested
$10.1 million in eight portfolio companies, representing 99% of the original
$10.2 million of net proceeds to the Partnership.
At September 30, 1996, the Partnership held $1.3 million in cash and short-term
investments comprised of $1.2 million in short-term securities with maturities
of less than one year and $72,000 in an interest-bearing cash account. The
Partnership earned interest totaling $20,000 and $44,000 from such investments
for the three and nine months ended September 30, 1996, respectively. Interest
earned from short-term investments in future periods is subject to fluctuations
in short-term interest rates and changes in amounts available for investment in
such securities.
Funds needed to cover the Partnership's future follow-on investments and
operating expenses will be obtained from existing cash reserves, interest and
other investment income and from proceeds from the sale of portfolio
investments.
Results of Operations
For the three and nine months ended September 30, 1996, the Partnership had a
net realized loss from operations of $54,000 and a net realized gain from
operations of $2.7 million, respectively. For the three and nine months ended
September 30, 1995, the Partnership had a net realized loss from operations of
$65,000 and $218,000, respectively. Net realized gain or loss from operations is
comprised of 1) net realized gain or loss from portfolio investments and 2) net
investment income or loss (investment income less operating expenses).
Realized Gains and Losses from Portfolio Investments - For the three months
ended September 30, 1996, the Partnership had no realized gains or losses from
portfolio investments. For the nine months ended September 30, 1996, the
Partnership had a net realized gain from its portfolio investments of $2.9
million. In May 1996, the Partnership sold its remaining 21,673 shares of
Cincinnati Bell Inc. common stock in the public market for $1.1 million,
realizing a gain of $657,000. In March 1996, EIS International, Inc., a public
company, completed its merger with Cybernetics Systems International, Inc. In
connection with the merger, the Partnership exchanged its Cybernetics holdings
for $460,245 in cash, 206,267 shares of restricted EIS common stock and warrants
to purchase 29,015 shares of EIS common stock at $1.41 per share. Of the total
merger consideration, $32,985 of cash and 16,682 shares of EIS common stock were
placed in escrow, the release of which is contingent upon certain events. The
Partnership recognized a $2.2 million realized gain in connection with the
transaction.
For the three months ended September 30, 1995, the Partnership had no realized
gains or losses from portfolio investments. For the nine months ended September
30, 1995, the Partnership had a $4,000 net realized loss resulting from the sale
of 20,000 shares of Cincinnati Bell Inc. common stock in the public market for
$389,000.
Investment Income and Expenses - Net investment loss for the three months ended
September 30, 1996 and 1995 was $54,000 and $65,000, respectively. The smaller
net investment loss for the 1996 period compared to the same period in 1995,
primarily resulted from a $10,000 increase in interest earned from short-term
investments for the 1996 period. The increase in interest earned from short-term
investments primarily resulted from an increase in funds available for
investment in such securities during the 1996 period due to the receipt of
proceeds from the sale of portfolio investments during the period, as discussed
above.
Net investment loss for the nine months ended September 30, 1996 and 1995 was
$202,000 and $214,000, respectively. The decrease in net investment loss for the
1996 period, compared to the same period in 1995, primarily resulted from a
$15,000 increase in interest earned from short-term investments due to an
increase in funds available for investment in such securities, as discussed
above.
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. The Management Company
receives a management fee at the annual rate of 2.5% of the gross capital
contributions to the Partnership (net of selling commissions and organizational
expenses paid by the Partnership), reduced by capital distributed and realized
losses, with a minimum annual fee of $200,000. The management fee for the three
months ended September 30, 1996 and 1995 was $56,000 for both periods. The
management fee for the nine months ended September 30, 1996 and 1995 was
$168,000 for both periods. To the extent possible, the management fee and other
expenses incurred directly by the Partnership are paid with funds provided from
operations. Funds provided from operations primarily are obtained from interest
and other investment income 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,
1996, the Partnership had a $263,000 net unrealized loss, primarily resulting
from the net downward revaluation of its publicly-traded securities.
Additionally, during the nine month period, $2.8 million of unrealized gain was
transferred to realized gain relating to the sale of Cybernetics and Cincinnati
Bell, as discussed above. As a result, net unrealized appreciation of
investments decreased $3.1 million for the nine month period.
For the nine months ended September 30, 1995, the Partnership had a $203,000 net
unrealized gain resulting from an increase in the public market price of
Cincinnati Bell common stock. Additionally, during the nine month period,
$42,000 of unrealized loss was transferred to realized loss relating to the sale
of 20,000 shares of Cincinnati Bell common stock, as discussed above. As a
result, net unrealized appreciation of investments increased $245,000 for the
nine month period.
Net Assets - Changes in net assets resulting from operations are comprised of
1) net realized gain or loss from operations and 2) changes in net unrealized
appreciation or depreciation of investments.
At September 30, 1996, the Partnership's net assets were $10.4 million, down
$347,000 from $10.8 million at December 31, 1995. The $347,000 decrease was
comprised of the $3.1 million decrease to net unrealized appreciation of
investments exceeding the $2.7 million net realized gain from operations for the
nine month period.
At September 30, 1995, the Partnership's net assets were $8.5 million, up
$27,000 from $8.4 million at December 31, 1994. The $27,000 increase was
comprised of the $245,000 increase in net unrealized appreciation of investments
exceeding the $218,000 net realized loss from operations for the nine month
period.
Gains and losses from investments are allocated to the Partners' capital
accounts when realized in accordance with the Partnership Agreement (see Note 3
of Notes to Financial Statements). However, for purposes of calculating the net
asset value per unit of limited partnership interest ("Unit"), net unrealized
appreciation or depreciation of investments has been included as if it had been
realized and allocated to the Limited Partners in accordance with the
Partnership Agreement. Pursuant to such calculation, the net asset value per
$1,000 Unit at September 30, 1996 and December 31, 1995 was $891 and $920,
respectively.
<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.
None
Item 5. Other Information.
During the quarter, the Partnership made follow-on investments in Spectrix
Corporation totaling $350,000, acquiring 8% promissory demand notes.
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
covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant, in the capacities, and on the dates indicated.
WESTFORD TECHNOLOGY VENTURES, L.P.
By: WTVI Co., L.P.
its managing general partner
By: Hamilton Capital Management Inc.
its general partner
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
By: /s/ Jeffrey T. Hamilton President, Secretary and Director (Principal
Jeffrey T. Hamilton Executive Officer) of Hamilton Capital
Management Inc. and Individual General
Partner of Westford Technology Ventures, L.P.
By: /s/ Susan J. Trammell Treasurer and Director (Principal Financial
Susan J. Trammell and Accounting Officer) of Hamilton Capital
Management Inc.
</TABLE>
Date: November 12, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WESTFORD
TECHNOLOGY VENTURES, L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 10,802,875
<INVESTMENTS-AT-VALUE> 10,183,550
<RECEIVABLES> 184,568
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 104,954
<TOTAL-ASSETS> 10,473,072
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 45,726
<TOTAL-LIABILITIES> 45,726
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 11,217
<SHARES-COMMON-PRIOR> 11,217
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (627,556)
<NET-ASSETS> 10,427,556
<DIVIDEND-INCOME> 8,670
<INTEREST-INCOME> 68,178
<OTHER-INCOME> 0
<EXPENSES-NET> 278,869
<NET-INVESTMENT-INCOME> (202,021)
<REALIZED-GAINS-CURRENT> 2,929,998
<APPREC-INCREASE-CURRENT> (3,075,410)
<NET-CHANGE-FROM-OPS> (347,433)
<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> (343,466)
<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> 10,601,063
<PER-SHARE-NAV-BEGIN> 920
<PER-SHARE-NII> (18)
<PER-SHARE-GAIN-APPREC> (11)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 891
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
