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 March 31, 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 March 31, 1996 (Unaudited) and December 31, 1995
Schedule of Portfolio Investments as of March 31, 1996 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 1996 and 1995
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1996 and 1995
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
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>
March 31, 1996 December 31,
(Unaudited) 1995
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $9,462,995 at
<S> <C> <C> <C> <C> <C> <C> <C>
March 31, 1996 and $7,615,357 at December 31, 1995) $ 9,767,501 $ 10,063,211
Short-term investments, at amortized cost 746,930 349,553
Cash and cash equivalents 126,912 206,504
Deposit in escrow 32,985 -
Receivable from securities sold (net of unamortized discount of
$94,016 at March 31, 1996 and $96,957 at December 31, 1995) 191,278 195,724
Accrued interest receivable 4,348 1,546
--------------- ----------------
TOTAL ASSETS $ 10,869,954 $ 10,816,538
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 33,325 $ 31,259
Due to Independent General Partners - Note 5 10,500 10,500
--------------- ----------------
Total liabilities 43,825 41,759
--------------- ----------------
Partners' Capital:
Managing General Partner 417,080 82,416
Individual General Partners 3,556 2,893
Limited Partners (11,217 Units) 10,100,987 8,241,616
Unallocated net unrealized appreciation of investments - Note 2 304,506 2,447,854
--------------- ----------------
Total partners' capital 10,826,129 10,774,779
--------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 10,869,954 $ 10,816,538
=============== ================
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1996
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Cincinnati Bell Inc.(A)(B)
<C> <C> <C> <C>
21,673 shares of Common Stock Nov. 1989 $ 425,199 $ 964,449
- -------------------------------------------------------------------------------------------------------------------------------
EIS International, Inc.(A)(C)
206,267 shares of Common Stock (16,682 shares held in escrow) Mar. 1996 2,726,335 2,644,343
Warrants to purchase 29,015 shares of Common Stock
at $1.41 per share 438,469 424,054
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,254
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 2,969,216
274,862 shares of Common Stock 142,681 1,099,448
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 4/26/96 6,875 0
- -------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS $ 9,462,995 $ 9,767,501
=================================
</TABLE>
(A) Public company
(B) Subsequent to the end of the quarter, on May 1, 1996, the Partnership sold
its remaining 21,673 common shares of Cincinnati Bell Inc. for $1,082,313,
realizing a gain of $657,114.
(C) On March 1, 1996, EIS International, Inc., a public company, completed its
merger with Cybernetics Systems International, Inc. In exchange for its
Cybernetics holdings, the Partnership received $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 are being held in
escrow, the release of which is contingent upon certain events.
* 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)
For the Three Months Ended March 31,
<TABLE>
1996 1995
-------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C>
Interest from short-term investments $ 7,383 $ 9,194
Interest and other income from portfolio investments 9,578 13,321
-------------- -------------
Totals 16,961 22,515
-------------- -------------
Expenses:
Management fee - Note 4 55,961 56,025
Professional fees 16,925 26,908
Mailing and printing 11,760 11,230
Independent General Partners' fees - Note 5 10,500 10,500
-------------- -------------
Totals 95,146 104,663
-------------- -------------
NET INVESTMENT LOSS (78,185) (82,148)
Net realized gain (loss) from portfolio investments 2,272,883 (3,589)
-------------- -------------
NET REALIZED GAIN (LOSS) FROM OPERATIONS
(allocable to Partners) - Note 3 2,194,698 (85,737)
Net change in unrealized appreciation or depreciation of investments (2,143,348) 136,653
-------------- -------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 51,350 $ 50,916
============== =============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,
<TABLE>
1996 1995
------------ -------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (78,185) $ (82,148)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Increase in accrued interest on short-term investments (496) (2,149)
Increase in accrued interest receivable (4,465) (4,749)
Increase in payables 2,066 7,901
------------ ------------
Cash used for operating activities (81,080) (81,145)
------------ ------------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Net return (purchase of) short-term investments (396,881) 165
Cost of portfolio investments purchased (35,000) (250,000)
Proceeds from the sale of portfolio investments 433,369 396,915
------------ ------------
Cash provided from investing activities 1,488 147,080
------------ ------------
Increase (decrease) in cash and cash equivalents (79,592) 65,935
Cash and cash equivalents at beginning of period 206,504 281,341
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 126,912 $ 347,276
============ ============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 1996
<TABLE>
Unallocated
Managing Individual Net Unrealized
General General Limited Appreciation of
Partner Partners Partners 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 1,123 (28) (79,280) - (78,185)
Net realized gain from portfolio
investments - Note 3 333,541 691 1,938,651 - 2,272,883
Net change in unrealized
appreciation of investments - - - (2,143,348) (2,143,348)
------------ -------- --------------- ------------- ----------------
Balance at end of period $ 417,080 $ 3,556 $ 10,100,987(A) $ 304,506 $ 10,826,129
============ ======== =============== ============= ================
</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 $922.
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 average closing public market price for the last
five trading days 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 appreciation of
$305,000 at March 31, 1996, which was recorded for financial statement purposes,
was not recognized for tax purposes. Additionally, from inception to March 31,
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 March 31, 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 $ 3,758,012 35%
Common Stock 5,057,848 5,904,489 54%
Debt Securities 105,000 105,000 1%
--------------- --------------- ----
Total $ 9,462,995 $ 9,767,501 90%
=============== =============== ===
Country/Geographic Region
Midwestern U.S. $ 5,509,395 $ 5,910,308 54%
Eastern U.S. 3,953,600 3,857,193 36%
--------------- --------------- ---
Total $ 9,462,995 $ 9,767,501 90%
=============== =============== ===
Industry
Wireless Communications $ 3,660,907 $ 4,068,664 38%
Computer Software 3,164,804 3,068,397 28%
Vending Equipment 1,423,289 877,195 8%
Semiconductors 788,796 788,796 7%
Utilities 425,199 964,449 9%
--------------- --------------- ----
Total $ 9,462,995 $ 9,767,501 90%
=============== =============== ===
</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 March 31, 1996, 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
During the three months ended March 31, 1996, the Partnership made a $35,000
follow-on investment in Inn-Room Systems, Inc. From December 1, 1988
(commencement of operations) to March 31, 1996, the Partnership had invested
$9.5 million in eight portfolio companies, representing 92% of the original
$10.2 million of net proceeds to the Partnership.
Additionally, during the quarter, the Partnership received proceeds from the
sale of portfolio investments totaling $433,000 primarily relating to the
acquisition of Cybernetics Systems International, Inc., as discussed below.
At March 31, 1996, the Partnership held $874,000 in cash and short-term
investments: $747,000 in short-term securities with maturities of less than one
year and $127,000 in an interest-bearing cash account. The Partnership earned
$7,000 of interest on such investments for the three months ended March 31,
1996. 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 income from portfolio investments and from proceeds from the sale of
portfolio investments.
Results of Operations
For the three months ended March 31, 1996 and 1995, the Partnership had a net
realized gain from operations of $2.2 million and a net realized loss from
operations of $86,000, 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 March 31, 1996, the Partnership had a $2.3 million net realized gain from
portfolio investments, relating to the acquisition of Cybernetics Systems
International, Inc. by EIS International, Inc. On March 1, 1996, EIS
International, a public company, completed its merger with Cybernetics. In
exchange for its Cybernetics holdings, the Partnership received $460,245,
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 and 16,682 shares of EIS common stock are being held in
escrow, the release of which is contingent upon certain events.
For the three months ended March 31, 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 $388,787.
Investment Income and Expenses - Net investment loss for the three months ended
March 31, 1996 and 1995 was $78,000 and $82,000, respectively. The decrease in
net investment loss for the 1996 period as compared to the same period in 1995,
resulted from a $9,500 decrease in operating expenses, primarily professional
fees, partially offset by a $5,500 reduction in interest and other investment
income earned during the 1996 period. The decrease in professional fees
primarily was due to the correction of accounting fee accruals during the 1996
period. The decrease in investment income primarily resulted from a decrease in
interest and other income from portfolio investments for the 1996 period
compared to the 1995 period due to the reduced amount of Cincinnati Bell Inc.
dividends received during the 1996 period.
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 March 31, 1996 and 1995 was $56,000 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 received from short-term
investments, income earned 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,
1996, the Partnership had a $130,000 net unrealized gain primarily resulting
from an increase in the public market price of its Cincinnati Bell common stock.
Additionally during the three month period, $2.2 million was transferred from
unrealized gain to realized gain due to the sale of Cybernetics, as discussed
above. The $2.2 million transfer to realized gain, partially offset by the
$130,000 additional net unrealized gain, resulted in a $2.1 million decrease in
net unrealized appreciation of investments for the three month period.
For the three months ended March 31, 1995, the Partnership had a $94,000 net
unrealized gain resulting from an increase in the public market price of its
Cincinnati Bell common stock. Additionally during the three month period,
$42,000 was transferred from unrealized loss to realized loss due to the sale of
20,000 shares of Cincinnati Bell common stock, as discussed above. The $94,000
net unrealized gain and the $42,000 transfer from unrealized loss to realized
loss, resulted in a $137,000 increase in net unrealized appreciation of
investments for the three 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 March 31, 1996, the Partnership's net assets were $10,826,000, up $51,000
from $10,775,000 at December 31, 1995. The $51,000 increase was comprised of the
$2.2 million net realized gain from operations offset by the $2.1 million
decrease to net unrealized appreciation for the three month period.
At March 31, 1995, the Partnership's net assets were $8.5 million, up $51,000
from $8.4 million at December 31, 1994. The $51,000 increase was comprised of
the $137,000 increase to net unrealized appreciation of investments offset by
the $86,000 net realized loss from operations for the three 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 March 31, 1996 and December 31, 1995 was $922 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.
The 1996 Annual Meeting of Limited Partners is scheduled to be held on June 21,
1996.
Item 5. Other Information.
On January 17, 1996, the Partnership purchased an additional $35,000 demand note
of Inn-Room Systems, Inc.
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>
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: May 14, 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
MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 10,512,540
<INVESTMENTS-AT-VALUE> 10,514,431
<RECEIVABLES> 195,626
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 159,897
<TOTAL-ASSETS> 10,869,954
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43,825
<TOTAL-LIABILITIES> 43,825
<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> 304,506
<NET-ASSETS> 10,826,129
<DIVIDEND-INCOME> 4,335
<INTEREST-INCOME> 12,626
<OTHER-INCOME> 0
<EXPENSES-NET> 95,146
<NET-INVESTMENT-INCOME> (78,185)
<REALIZED-GAINS-CURRENT> 2,272,883
<APPREC-INCREASE-CURRENT> (2,143,348)
<NET-CHANGE-FROM-OPS> 51,350
<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> 53,416
<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> 10,800,454
<PER-SHARE-NAV-BEGIN> 920
<PER-SHARE-NII> (7)
<PER-SHARE-GAIN-APPREC> 9
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 922
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
