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 June 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 June 30, 1996 (Unaudited) and December 31, 1995
Schedule of Portfolio Investments as of June 30, 1996 (Unaudited)
Statements of Operations for the Three and Six Months Ended June 30, 1996 and
1995 (Unaudited)
Statements of Cash Flows for the Six Months Ended June 30, 1996 and 1995
(Unaudited)
Statement of Changes in Partners' Capital for the Six Months Ended June 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>
June 30, 1996 December 31,
(Unaudited) 1995
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $9,262,796 at
<S> <C> <C> <C> <C> <C> <C> <C>
June 30, 1996 and $7,615,357 at December 31, 1995) $ 10,866,473 $ 10,063,211
Short-term investments, at amortized cost 1,494,521 349,553
Cash and cash equivalents 187,493 206,504
Deposit in escrow 32,985 -
Receivable from securities sold (net of unamortized discount of
$90,965 at June 30, 1996 and $96,957 at December 31, 1995) 179,254 195,724
Accrued interest receivable 6,054 1,546
--------------- ----------------
TOTAL ASSETS $ 12,766,780 $ 10,816,538
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 43,286 $ 31,259
Due to Independent General Partners - Note 5 10,500 10,500
--------------- ----------------
Total liabilities 53,786 41,759
---------------- ----------------
Partners' Capital:
Managing General Partner 554,963 82,416
Individual General Partners 3,716 2,893
Limited Partners (11,217 Units) 10,550,638 8,241,616
Unallocated net unrealized appreciation of investments - Note 2 1,603,677 2,447,854
--------------- ----------------
Total partners' capital 12,712,994 10,774,779
--------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 12,766,780 $ 10,816,538
=============== ================
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
June 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 $ 4,207,847
Warrants to purchase 29,015 shares of Common Stock
at $1.41 per share, expiring between 12/31/98 and 3/23/00 438,469 698,971
- -------------------------------------------------------------------------------------------------------------------------------
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*(B)
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
Demand Promissory Notes at 8% 225,000 225,000
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 12/31/95 6,875 0
- -------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS(C) $ 9,262,796 $ 10,866,473
=================================
</TABLE>
(A) Public company
(B) During the quarter, the exercise date of the Partnership's option to
purchase 5,000 shares of Spectrix Corporation was extended from April 26,
1996 to December 31, 1995 by the company.
(C) 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.
* 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 Six Months Ended
June 30, June 30,
1996 1995 1996 1995
-------------- ----------- -------------- -------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C> <C> <C>
Interest from short-term investments $ 16,548 $ 10,509 $ 23,931 $ 19,703
Interest and other income (loss) from portfolio
investments 9,814 9,562 19,392 22,883
-------------- ----------- -------------- ------------
Totals 26,362 20,071 43,323 42,586
-------------- ----------- -------------- ------------
Expenses:
Management fee - Note 4 55,941 55,986 111,902 112,011
Professional fees 25,898 17,957 42,823 44,865
Mailing and printing 3,444 2,871 15,204 14,101
Independent General Partners' fees - Note 5 10,500 10,500 21,000 21,000
-------------- ----------- -------------- ------------
Totals 95,783 87,314 190,929 191,977
-------------- ----------- -------------- ------------
NET INVESTMENT LOSS (69,421) (67,243) (147,606) (149,391)
Net realized gain (loss) from portfolio investments 657,115 - 2,929,998 (3,589)
-------------- ----------- -------------- ------------
NET REALIZED GAIN (LOSS) FROM
OPERATIONS (allocable to Partners) - Note 3 587,694 (67,243) 2,782,392 (152,980)
Net change in unrealized appreciation or depreciation
of investments 1,299,171 75,314 (844,177) 211,967
-------------- ----------- -------------- ------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 1,886,865 $ 8,071 $ 1,938,215 $ 58,987
============== =========== ============== ============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30,
<TABLE>
1996 1995
-------------- --------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (147,606) $ (149,391)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Increase in accrued interest on short-term investments (2,153) (1,561)
Increase in accrued interest receivable (6,281) (8,708)
Increase (decrease) in payables 12,027 (10,336)
-------------- -------------
Cash used for operating activities (144,013) (169,996)
-------------- -------------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Net return (purchase of) short-term investments (1,142,815) 152
Cost of portfolio investments purchased (360,000) (250,000)
Proceeds from the sale of portfolio investments 1,527,817 401,182
Proceeds from repayment of bridge loan 100,000 -
-------------- -------------
Cash provided from investing activities 125,002 151,334
-------------- -------------
Decrease in cash and cash equivalents (19,011) (18,662)
Cash and cash equivalents at beginning of period 206,504 281,341
-------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 187,493 $ 262,679
============== =============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Six Months Ended June 30, 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 2,379 (53) (149,932) - (147,606)
Net realized gain from portfolio
investments - Note 3 470,168 876 2,458,954 - 2,929,998
Net change in unrealized
appreciation of investments - - - (844,177) (844,177)
------------ -------- --------------- ------------- ----------------
Balance at end of period $ 554,963 $ 3,716 $ 10,550,638(A) $ 1,603,677 $ 12,712,994
============ ======== =============== ============= ================
</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 $1,054.
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 appreciation of
$1,603,677 at June 30, 1996, which was recorded for financial statement
purposes, was not recognized for tax purposes. Additionally, from inception to
June 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 June 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 $ 3,758,012 30%
Common Stock 4,632,649 6,778,461 53%
Debt Securities 330,000 330,000 3%
--------------- --------------- --------
Total $ 9,262,796 $ 10,866,473 86%
=============== =============== ========
Country/Geographic Region
Midwestern U.S. $ 5,309,196 $ 5,170,859 41%
Eastern U.S. 3,953,600 5,695,614 45%
--------------- --------------- --------
Total $ 9,262,796 $ 10,866,473 86%
=============== =============== ========
Industry
Wireless Communications $ 3,885,907 $ 4,293,664 34%
Computer Software 3,164,804 4,906,818 39%
Vending Equipment 1,423,289 877,195 7%
Semiconductors 788,796 788,796 6%
--------------- --------------- --------
Total $ 9,262,796 $ 10,866,473 86%
=============== =============== ========
</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 June 30, 1996, 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
In May 1996, the Partnership sold its remaining investment in Cincinnati Bell
Inc. for $1.1 million, realizing a gain of $657,000. Also during the three
months ended June 30, 1996, the Partnership made follow-on investments in
Spectrix Corporation totaling $325,000. From December 1, 1988 (commencement of
operations) to June 30, 1996, the Partnership had invested $9.8 million in eight
portfolio companies, representing 96% of the original $10.2 million of net
proceeds to the Partnership.
At June 30, 1996, the Partnership held $1.7 million in cash and short-term
investments: $1.5 million in short-term securities with maturities of less than
one year and $187,000 in an interest-bearing cash account. The Partnership
earned $17,000 and $24,000 of interest on such investments for the three and six
months ended June 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 income from portfolio investments and from proceeds from the sale of
portfolio investments.
Results of Operations
For the three and six months ended June 30, 1996, the Partnership had a net
realized gain from operations of $588,000 and $2.8 million, respectively. For
the three and six months ended June 30, 1995, the Partnership had a net realized
loss from operations of $67,000 and $153,000, 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 and six
months ended June 30, 1996, the Partnership had a net realized gain from its
portfolio investments of $657,000 and $2.9 million, respectively. In May 1996,
the Partnership sold its remaining 21,673 shares of Cincinnati Bell Inc. common
stock for $1.1 million, realizing a gain of $657,000. During the three months
ended March 31, 1996, EIS International, Inc., a public company, merged 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. The Partnership recognized a realized gain of
$2.2 million in connection with the transaction.
For the three months ended June 30, 1995, the Partnership had no realized gains
or losses from portfolio investments. For the six months ended June 30, 1995,
the Partnership had a $3,600 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
June 30, 1996 and 1995 was $69,000 and $67,000, respectively. The nominal
increase in net investment loss for the 1996 period as compared to the same
period in 1995, resulted from an $8,000 increase in operating expenses,
primarily professional fees, partially offset by a $6,000 increase in interest
earned from short-term investments during the 1996 period. The increase in
professional fees primarily was due to the adjustment of accounting fee accruals
during 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
Cincinnati Bell proceeds totaling $1.1 million, as discussed above. Net
investment loss for the six months ended June 30, 1996 and 1995 was $148,000 and
$149,000, respectively.
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 June 30, 1996 and 1995 was $56,000 for both periods. The management
fee for the six months ended June 30, 1996 and 1995 was $112,000 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 six months ended June 30, 1996,
the Partnership had a $2 million net unrealized gain primarily resulting the net
upward revaluation of its publicly-traded securities. Additionally during the
six month period, $2.8 million was transferred from unrealized gain to realized
gain due to the sale of Cybernetics and Cincinnati Bell, as discussed above. The
$2.8 million transfer to realized gain, partially offset by the additional $2
million net unrealized gain, resulted in an $844,000 decrease in net unrealized
appreciation of investments for the six month period.
For the six months ended June 30, 1995, the Partnership had a $170,000 net
unrealized gain resulting from an increase in the public market price of
Cincinnati Bell common stock. Additionally, for the six month period, $42,000
was transferred from unrealized loss to realized loss relating to the sale of
20,000 shares of Cincinnati Bell common stock, as discussed above. The $170,000
net unrealized gain and the $42,000 transfer from unrealized loss to realized
loss, resulted in a $212,000 increase in net unrealized appreciation of
investments for the six 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 June 30, 1996, the Partnership's net assets were $12.7 million, up $1.9
million from $10.8 million at December 31, 1995. The $1.9 million increase was
comprised of the $2.8 million net realized gain from operations offset by the
$844,000 decrease to net unrealized appreciation of investments for the six
month period.
At June 30, 1995, the Partnership's net assets were $8.5 million, up $59,000
from $8.4 million at December 31, 1994. The $59,000 increase was comprised of
the $212,000 increase in net unrealized appreciation of investments offset by
the $153,000 net realized loss from operations for the six 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 June 30, 1996 and December 31, 1995 was $1,054 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 was held on June 21, 1996. At the
meeting, the four Individual General Partners, Jeffrey T. Hamilton, Robert S.
Ames, Alfred M. Bertocchi and George M. Weimer, were elected to continue to
serve as Individual General Partners of the Partnership and WTVI Co., L.P. was
elected to continue to serve as the Managing General Partner. The following
other matters were also voted on and were approved.
<TABLE>
Affirmative Negative
Votes Votes Abstentions
Approval of the continuance of the
Management Agreement between the
<S> <C> <C> <C>
Partnership and the Management Company 4,690 826 324
Ratification of the selection of
BDO Seidman LLP as independent
auditors for the Partnership's fiscal
year ending December 31, 1996 5,118 443 279
</TABLE>
Item 5. Other Information.
During the quarter, the Partnership made follow-on investments in Spectrix
Corporation totaling $225,000, acquiring 8% promissory demand notes.
Additionally, the Partnership provided a $100,000 bridge loan to Spectrix which
was repaid during the quarter.
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>
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: August 13, 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
JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 10,753,769
<INVESTMENTS-AT-VALUE> 12,360,994
<RECEIVABLES> 185,308
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 220,478
<TOTAL-ASSETS> 12,766,780
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 53,786
<TOTAL-LIABILITIES> 53,786
<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> 1,603,677
<NET-ASSETS> 12,712,994
<DIVIDEND-INCOME> 8,670
<INTEREST-INCOME> 34,653
<OTHER-INCOME> 0
<EXPENSES-NET> 190,929
<NET-INVESTMENT-INCOME> (147,606)
<REALIZED-GAINS-CURRENT> 2,929,998
<APPREC-INCREASE-CURRENT> (844,177)
<NET-CHANGE-FROM-OPS> 1,938,215
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,950,242
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</TABLE>
