WESTMED VENTURE PARTNERS 2 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 33-21281


                        WESTMED VENTURE PARTNERS 2, L.P.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                                    <C>       
Delaware                                                               13-3473015
(State of organization)                                                (I.R.S. Employer Identification No.)
</TABLE>


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


Registrant's telephone number, including area code:  (212) 667-7000


Not applicable
Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No



<PAGE>


                        WESTMED VENTURE PARTNERS 2, 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 as of 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 2, L.P.
BALANCE SHEETS


<TABLE>
                                                                                         June 30, 1995        December 31,
                                                                                          (Unaudited)                1994

ASSETS

Portfolio investments, at fair value
   (cost $8,417,826 at June 30, 1995 and
<S>                       <C> <C>           <C>   <C>                                  <C>                     <C>             
   $8,364,551 at December 31, 1994) - Notes 2 and 4                                    $      6,549,480        $      6,252,798
Cash and cash equivalents                                                                     6,907,300               6,969,849
Accrued interest receivable and other assets                                                     10,391                  28,887
                                                                                                 ------                  ------

TOTAL ASSETS                                                                           $     13,467,171        $     13,251,534
                                                                                       =     ==========        =     ==========




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                  $         15,768        $         25,148
Due to Managing General Partner - Note 4                                                         70,248                  66,057
Due to Independent General Partners - Note 4                                                      7,500                  15,000
                                                                                                  -----                  ------
   Total liabilities                                                                             93,516                 106,205
                                                                                                 ------                 -------

Partners' Capital:
Managing General Partner                                                                        133,736                 131,453
Limited Partners (38,727 Units)                                                              13,239,919              13,013,876
                                                                                             ----------              ----------
   Total Partners' capital                                                                   13,373,655              13,145,329
                                                                                             ----------              ----------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                $     13,467,171        $     13,251,534
                                                                                       =     ==========        =     ==========
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
June 30, 1995


Active Portfolio Investments:

<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Gliatech, Inc.
<C>                                                                           <C>            <C>                <C>            
600,000 shares of Preferred Stock                                        Feb. 1992           $      962,009     $       962,009
Warrant to purchase 100,000 shares of Preferred Stock
   at $1.50 per share, expiring 7/29/99                                                                   0                   0
   ------------------------------------                                                                   -                   -
Hepatix, Inc.
668,346 shares of Preferred Stock                                        Jan. 1992                1,091,913           1,891,913
10% Convertible Note due 10/24/95                                                                    26,637              26,637
10% Convertible Note due 12/31/95                                                                    26,638              26,638
                                                                                                     ------              ------
                                                                                                  1,145,188           1,945,188
                                                                                                  ---------           ---------
IVF America, Inc.(A)
211,672 shares of Common Stock                                           Mar. 1989                2,322,426             355,767
Warrant to purchase 18,340 shares of Common Stock
   at $10.34 per share, expiring 7/31/96                                                                  0                   0
   -------------------------------------                                                                  -                   -
KeraVision, Inc.(A)(C)
171,821 shares of Preferred Stock                                        Nov. 1992                  530,300             530,300
---------------------------------                                        ---------                  -------             -------
La Jolla Pharmaceutical Company(A)
100,383 shares of Common Stock                                           Nov. 1991                  678,579             290,834
25,076 warrants to purchase 12,538 shares of Common
   Stock at $6 per share, expiring 6/3/99                                                                 0              15,045
Warrant to purchase 5,015 shares of Common Stock
   at $5 per share, expiring 6/3/99                                                                       0                   0
                                                                                                          -                   -
                                                                                                    678,579             305,879
                                                                                                    -------             -------
Sennes Drug Innovations, Inc.*
2,750,000 shares of Preferred Stock                                      June 1993                1,175,579           1,175,579
412,500 shares of Common Stock                                                                        4,375               4,375
                                                                                                      -----               -----
                                                                                                  1,179,954           1,179,954
                                                                                                  ---------           ---------
Synaptic Pharmaceutical Corporation
432,870 shares of Preferred Stock                                        June 1991                  797,167             797,167
---------------------------------                                        ---------                  -------             -------
Targeted Genetics, Inc.(A)
158,731 shares of Common Stock                                           June 1992                  802,203             473,216
------------------------------                                           ---------                  -------             -------

Totals from Active Portfolio Investments                                                     $    8,417,826     $     6,549,480
                                                                                             =    =========     =     =========
</TABLE>



<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
June 30, 1995



SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(B)


<TABLE>
                                                                                Cost          Realized Loss              Return

<S>                                                                  <C>                    <C>                 <C>            
Total from Liquidated Portfolio Investments                          $     5,149,819        $    (2,909,857)    $     2,239,962
                                                                     =     =========        =    ===========    =     =========

                                                                                                   Combined            Combined
                                                                                             Unrealized and          Fair Value
                                                                                Cost          Realized Loss          and Return

Totals from Active and Liquidated Portfolio
Investments                                                          $    13,567,645        $    (4,778,203)    $     8,789,442
                                                                     =    ==========        =    ===========    =     =========
</TABLE>

(A)  Public company
(B)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through June 30, 1995.
(C)  Subsequent  to the end of the  quarter,  in  July  1995,  KeraVision,  Inc.
     completed  its initial  public  offering and  effected a 1-for-2.5  reverse
     split of its outstanding stock. As a result, the Partnership  exchanged its
     171,821  shares of preferred  stock of KeraVision  for 68,728 shares of the
     company's common stock.
* Company may be deemed an affiliated  person of the Partnership as such term is
defined in the Investment Company Act of 1940.

See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)



<TABLE>
                                                                          Three Months Ended                Six Months Ended
                                                                               June 30,                         June 30,

<S>                                                                     <C>             <C>              <C>           <C> 
                                                                        1995            1994             1995          1994
                                                                        ----            ----             ----          ----

INVESTMENT INCOME AND EXPENSES

   Income:
   Interest from short-term investments                              $     98,100   $      63,514   $    197,950    $    123,448
   Interest and dividend income from portfolio
      investments                                                             213             384            213           1,492
                                                                              ---             ---            ---           -----
   Totals                                                                  98,313          63,898        198,163         124,940
                                                                           ------          ------        -------         -------

   Expenses:
   Management fee - Note 4                                                 67,204          68,387        134,720         139,537
   Professional fees                                                        8,500          10,209         24,074          16,599
   Mailing and printing                                                     2,122           1,807         11,374           4,309
   Insurance expense                                                       14,304           4,137         31,083           8,275
   Custodial fees                                                           1,500           1,561          3,440           3,511
   Independent General Partners' fees - Note 4                              3,750           3,750          7,500           7,500
   Miscellaneous                                                              803               -          1,053             461
                                                                              ---               -          -----             ---
   Totals                                                                  98,183          89,851        213,244         180,192
                                                                           ------          ------        -------         -------

NET INVESTMENT INCOME (LOSS)                                                  130         (25,953)       (15,081)        (55,252)

Net change in unrealized appreciation or depreciation
   of investments                                                         (62,099)       (523,863)       243,407         232,479
                                                                          -------        --------        -------         -------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS
   (allocable to Partners) - Note 3                                  $    (61,969)  $    (549,816)  $    228,326    $    177,227
                                                                     =    =======   =    ========   =    =======    =    =======
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30,



<TABLE>
<S>                                                                                                <C>               <C> 
                                                                                                   1995              1994
                                                                                                   ----              ----

CASH FLOWS USED FOR OPERATING ACTIVITIES

Net investment loss                                                                           $      (15,081)   $       (55,252)

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

(Increase) decrease in accrued interest receivable and other assets                                   18,496               (357)
Decrease in payables                                                                                 (12,689)           (34,729)
                                                                                                     -------            -------
Cash used for operating activities                                                                    (9,274)           (90,338)
                                                                                                      ------            -------

CASH FLOWS USED FOR INVESTING ACTIVITIES

Purchase of portfolio investments                                                                    (53,275)        (1,224,650)
                                                                                                     -------         ----------

Decrease in cash and cash equivalents                                                                (62,549)        (1,314,988)
Cash and cash equivalents at beginning of period                                                   6,969,849          8,474,632
                                                                                                   ---------          ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $    6,907,300    $     7,159,644
                                                                                              =    =========    =     =========
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS 2, 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                                $     131,453           $    13,013,876           $     13,145,329

Net increase in net assets resulting
from operations - Note 3                                              2,283                   226,043                    228,326
                                                                      -----                   -------                    -------

Balance at end of period                                      $     133,736           $    13,239,919(A)        $     13,373,655
                                                              =     =======           =    ==========           =     ==========
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized depreciation of investments,  was $342
     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 2, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


1.     Organization and Purpose

WestMed Venture Partners 2, L.P. (the  "Partnership")  was formed under Delaware
law in April 1988. 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 by the  Partnership.  A total of 38,727
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  2, 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,  1998.  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 appropriate discount include,  underwriter
lock-up or Rule 144 trading restrictions, insider status where the

<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


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 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.

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 $1.9
million 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 $2.2 million,  primarily  relating to
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 (the "Priority
Return")  equal  to 6% per  annum,  simple  interest,  on their  total  Adjusted
Invested  Capital;  i.e.,  original  capital  contributions  reduced by previous
distributions.  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

<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


non-venture  capital  investments  in  excess  of the  amount  used to cover the
Priority  Return is  allocated to all Partners in  proportion  to their  capital
contributions.  Realized  losses are  allocated to all Partners is 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 $2.7  million  net  realized  loss from its  venture  capital
investments.

4.     Related Party Transactions

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a one-time venture capital fee equal to 5% of the gross proceeds from
the sale of Units. Such fee is incurred as portfolio investments are made in the
proportion of the cost of each portfolio investment to the net proceeds from the
sale of Units. Venture capital fees incurred are recorded as a cost of acquiring
the portfolio  investments.  The  Partnership  incurred  venture capital fees of
$3,000  and  $70,000  for  the  six  months   ended  June  30,  1995  and  1994,
respectively.  Cumulative  venture  capital fees incurred from inception to June
30, 1995 totaled $777,000.

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 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 June 30, 1995, the Partnership  made two follow-on
investments in Hepatix,  Inc. totaling $53,000.  From its inception through June
30, 1995,  the  Partnership  had  invested an aggregate of $13.6  million in ten
portfolio  companies  (including  acquisition  costs and  venture  capital  fees
totaling $876,000) representing  approximately 79% of the original $17.3 million
of net proceeds received from the offering of Units.

At June 30,  1995,  the  Partnership  held $6.9  million in cash and  short-term
investments:  $6.2 million in short-term securities with maturities of less than
one year and $699,000 in an  interest-bearing  cash  account.  Such  investments
provide  the  Partnership  with  the  liquidity  necessary  to  make  additional
investments in venture  situations as  opportunities  for investment  arise. The
Partnership  earned $98,000 and $198,000 of interest from such  investments  for
the three and six months ended June 30, 1995, 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
investments and operating expenses will be obtained from existing cash reserves,
interest and dividend  income and proceeds  realized  from the sale of portfolio
investments.

Results of Operations

Investment  Income and  Expenses - For the three  months ended June 30, 1995 and
1994,  the  Partnership  had  net  investment  income  (investment  income  less
operating expenses) of $130 and a net investment loss of $26,000,  respectively.
The $26,000 increase in net investment income primarily  resulted from a $34,000
increase in interest from short-term  investments  partially offset by an $8,000
increase in operating  expenses  for the 1995  period.  The increase in interest
earned from  short-term  investments  for the 1995 period  primarily  was due to
higher  short-term  interest  rates during the 1995 period  compared to the 1994
period.  The  increase  in  operating  expenses  for the 1995  period  primarily
resulted from directors and officers liability  insurance which was initiated in
August 1994.

Net  investment  loss for the six months  ended June 30,  1995 was  $15,000  and
$55,000,  respectively.  The decrease in net investment loss for the 1995 period
primarily  was the result of a $75,000  increase  in  interest  from  short-term
investments  due to higher  short-term  interest  rates during  1995,  partially
offset by a $33,000 increase in operating expenses,  primarily insurance expense
and mailing costs, for the 1995 period.

The  management  fee  paid to the  Managing  General  Partner,  pursuant  to the
management  agreement  between the Partnership and the Managing General Partner,
was  $67,000  and  $68,000  for the three  months  ended June 30, 1995 and 1994,
respectively. The management fee for the six months ended June 30, 1995 and 1994
was $135,000 and $140,000,  respectively. The decrease in the management fee for
the 1995 periods was due to a decrease in the  Partnership's  net assets at June
30, 1995 and March 31, 1995  compared to 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 earned 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 $243,000 net unrealized gain resulting from the net upward
revaluation  of its  publicly-held  investments  thereby  increasing  unrealized
appreciation of investments for the six month period.

For the six months  ended June 30,  1994,  the  Partnership  had a $232,000  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.

Net Assets - At June 30, 1995, the  Partnership's net assets were $13.4 million,
an increase of $228,000 from $13.1  million at December 31, 1994.  This increase
resulted from the $243,000 net unrealized gain from investments partially offset
by the $15,000 net investment loss for the six month period.

At June 30, 1994, the Partnership's  net assets were $13.6 million,  an increase
of $177,000 from $13.4 million at December 31, 1993. This increase resulted from
the  $232,000 net  unrealized  gain from  investments  offset by the $55,000 net
investment loss for the six month period.

The net asset  value  per $500  Unit at June 30,  1995 and  December  31,  1994,
including an allocation of net unrealized depreciation of investments,  was $342
and $336,  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 April 13,  1995,  the  Partnership  deposited  $50,231  in an escrow  account
relating to a follow-on  investment  in Hepatix,  Inc.  During the quarter ended
June 30, 1995, the Partnership  received two 10% promissory  notes from Hepatix,
representing funds released from escrow to Hepatix during April and May 1995.

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 2, L.P.


By:           WestMed Venture Management 2, 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 2, 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>                                                  8,417,826
<INVESTMENTS-AT-VALUE>                                                 6,549,480
<RECEIVABLES>                                                             10,391
<ASSETS-OTHER>                                                                 0
<OTHER-ITEMS-ASSETS>                                                   6,907,300
<TOTAL-ASSETS>                                                        13,467,171
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                 93,516
<TOTAL-LIABILITIES>                                                       93,516
<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>                                             (1,868,346)
<NET-ASSETS>                                                          13,373,655
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                        198,163
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                           213,244
<NET-INVESTMENT-INCOME>                                                 (15,081)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                                243,407
<NET-CHANGE-FROM-OPS>                                                    228,326
<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>                                                   215,637
<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>                                                        336
<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>                                                          342
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0


</TABLE>


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