WESTMED VENTURE PARTNERS 2 LP
10-Q, 1995-11-14
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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 September 30, 1995


Commission file number 33-21281


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


Delaware                                                              13-3473015
================================================================================
(State of organization)                     (I.R.S. Employer Identification No.)


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


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

Schedule of Portfolio Investments as of September 30, 1995 (Unaudited)

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

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

Statement  of Changes in Partners'  Capital for the Nine Months Ended  September
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>
                                                                                  September 30, 1995          December 31,
                                                                                         (Unaudited)                 1994
<S>                       <C> <C>           <C>   <C>                                  <C>                     <C>             
ASSETS

Portfolio investments, at fair value
   (cost $9,052,255 at September 30, 1995 and
   $8,364,551 at December 31, 1994) - Notes 2 and 4                                    $      6,606,010        $      6,252,798
Cash and cash equivalents                                                                     6,264,007               6,969,849
Accrued interest receivable and other assets                                                     52,821                  28,887
                                                                                       ----------------        ----------------

TOTAL ASSETS                                                                           $     12,922,838        $     13,251,534
                                                                                       ================        ================




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                  $         25,818        $         25,148
Due to Managing General Partner - Note 4                                                        100,486                  66,057
Due to Independent General Partners - Note 4                                                     11,250                  15,000
                                                                                       ----------------        ----------------
   Total liabilities                                                                            137,554                 106,205
                                                                                       ----------------        ----------------

Partners' Capital:
Managing General Partner                                                                        127,853                 131,453
Limited Partners (38,727 Units)                                                              12,657,431              13,013,876
                                                                                       ----------------        ----------------
   Total Partners' capital                                                                   12,785,284              13,145,329
                                                                                       ----------------        ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                $     12,922,838        $     13,251,534
                                                                                       ================        ================
</TABLE>


See notes to financial statements.



<PAGE>


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

Active Portfolio Investments:

<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
<C>                                                                         <C>             <C>                     <C>        
Gliatech, Inc.*(A)(B)
600,000 shares of Preferred Stock                                        Feb. 1992           $      962,009     $     1,110,000
Warrant to purchase 100,000 shares of Preferred Stock
   at $1.50 per share, expiring 7/29/99                                                                   0                   0
- -------------------------------------------------------------------------------------------------------------------------------
Hepatix, Inc.*(C)
668,346 shares of Preferred Stock                                        Jan. 1992                1,091,913             334,173
398,603 10% Convertible Note due 6/30/97                                                            422,554             422,554
Warrant to purchase 797,206 shares of Common Stock
   at $.01 per share, expiring 10/2/00                                                                    0             395,220
                                                                                             --------------     ---------------
                                                                                                  1,514,467           1,151,947
- -------------------------------------------------------------------------------------------------------------------------------
IVF America, Inc.(A)
211,672 shares of Common Stock                                           Mar. 1989                2,322,426             438,637
Warrant to purchase 18,340 shares of Common Stock
   at $10.34 per share, expiring 7/31/96                                                                  0                   0
- -------------------------------------------------------------------------------------------------------------------------------
KeraVision, Inc.(A)(D)
68,728 shares of Common Stock                                            Nov. 1992                  530,300             563,140
- -------------------------------------------------------------------------------------------------------------------------------
La Jolla Pharmaceutical Company(A)
100,383 shares of Common Stock                                           Nov. 1991                  678,579             380,200
25,076 warrants to purchase 12,538 shares of Common
   Stock at $6 per share, expiring 6/3/99                                                                 0              21,402
Warrant to purchase 5,015 shares of Common Stock
   at $5 per share, expiring 6/3/99                                                                       0                   0
                                                                                             --------------     ---------------
                                                                                                    678,579             401,602
- -------------------------------------------------------------------------------------------------------------------------------
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)(E)
225,395 shares of Common Stock                                           June 1992                1,067,353             963,563
Warrant to purchase 16,666 shares of Common Stock
   at $4.68 per share, expiring 7/31/97                                                                   0                   0
- -------------------------------------------------------------------------------------------------------------------------------

Totals from Active Portfolio Investments                                                     $    9,052,255     $     6,606,010
                                                                                             ==================================
</TABLE>


<PAGE>


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


SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(F)

<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                                                          $    14,202,074        $    (5,356,102)    $     8,845,972
                                                                     ==========================================================
</TABLE>

(A)  Public company
(B)  On October 18, 1995, Gliatech,  Inc. completed its initial public offering.
     In connection with the offering,  Gliatech effected a 1-for-5 reverse split
     of its common stock.  As a result,  the  Partnership  exchanged its 600,000
     preferred  shares of Gliatech for 120,000  shares of the  Company's  common
     stock.  Additionally,  in  connection  with the offering,  the  Partnership
     exchanged  its warrant to purchase  100,000  shares of  preferred  stock of
     Gliatech for 4,210 common shares of the Company in a non-cash  transaction,
     pursuant to a cashless exercise provision in the warrant agreement.
(C)  During the quarter, the Partnership made follow-on  investments in Hepatix,
     Inc.  totaling  $365,896  including $20,907 of venture capital fees paid to
     the Managing  General Partner  relating to this  investment.  In connection
     with a financial  restructuring  of the  company,  the new  investment  and
     previously held convertible notes were exchanged for a new convertible note
     with a face value of  $398,603  maturing  on June 30, 1997 and a warrant to
     purchase 797,206 common shares of Hepatix at $.01 per share.
(D)  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.
(E)  On July 13, 1995,  the  Partnership  made a follow-on  investment  totaling
     $265,150 in  Targeted  Genetics  Corporation,  acquiring  66,664  shares of
     common  stock and a warrant to  purchase  an  additional  16,666  shares of
     common stock at $4.68 per share.
     The  Partnership  paid a  $15,150  venture  capital  fee  relating  to this
investment.
(F)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through September 30, 1995.
* 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                 Nine Months Ended
                                                                        September 30,                     September 30,

                                                                      1995           1994             1995            1994
                                                                -------------    -------------   -------------    --------
<S>                                                             <C>              <C>             <C>              <C>          
INVESTMENT INCOME AND EXPENSES

   Income:
   Interest from short-term investments                         $      96,450    $      77,865   $     294,400    $     201,313
   Interest and dividend income from portfolio
     investments                                                        3,170             (232)          3,383            1,260
                                                                -------------    -------------   -------------    -------------
   Totals                                                              99,620           77,633         297,783          202,573
                                                                -------------    -------------   -------------    -------------

   Expenses:
   Management fee - Note 4                                             64,429           66,733         199,149          206,270
   Professional fees                                                   15,550           15,113          39,624           31,712
   Mailing and printing                                                 8,513            1,100          19,887            5,409
   Insurance expense                                                   16,037            8,635          47,120           16,910
   Custodial fees                                                       1,753            1,300           5,193            4,811
   Independent General Partners' fees - Note 4                          3,750            3,750          11,250           11,250
   Miscellaneous                                                           60                -           1,113              461
                                                                -------------    -------------   -------------    -------------
   Totals                                                             110,092           96,631         323,336          276,823
                                                                -------------    -------------   -------------    -------------

NET INVESTMENT LOSS                                                   (10,472)         (18,998)        (25,553)         (74,250)

Net change in unrealized appreciation or
   depreciation of investments                                       (577,899)        (310,132)       (334,492)         (77,653)
                                                                -------------    -------------   -------------    -------------

NET DECREASE IN NET ASSETS
   RESULTING FROM OPERATIONS
   (allocable to Partners) - Note 3                             $    (588,371)   $    (329,130)  $    (360,045)   $    (151,903)
                                                                =============    =============   =============    ============= 
</TABLE>


See notes to financial statements.



<PAGE>


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



<TABLE>
                                                                                                   1995              1994
                                                                                              --------------    ---------
<S>                                                                                           <C>               <C>             
CASH FLOWS USED FOR OPERATING ACTIVITIES

Net investment loss                                                                           $      (25,553)   $       (74,250)

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

Increase (decrease) in payables                                                                       31,349            (23,869)
Increase in other assets                                                                             (27,317)           (26,852)
                                                                                              --------------    ---------------
Cash used for operating activities                                                                   (21,521)          (124,971)
                                                                                              --------------    ---------------

CASH FLOWS USED FOR INVESTING ACTIVITIES

Purchase of portfolio investments                                                                   (684,321)        (1,383,740)
                                                                                              --------------    ---------------

Decrease in cash and cash equivalents                                                               (705,842)        (1,508,711)
Cash and cash equivalents at beginning of period                                                   6,969,849          8,474,632
                                                                                              --------------    ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $    6,264,007    $     6,965,921
                                                                                              ==============    ===============
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Nine Months Ended September 30,



<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                                             (3,600)                 (356,445)                  (360,045)
                                                              -------------           ---------------           ----------------

Balance at end of period                                      $     127,853           $    12,657,431(A)        $     12,785,284
                                                              =============           ===============           ================
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized depreciation of investments,  was $327
     at September 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 $2.4
million at September  30,  1995,  which was  recorded  for  financial  statement
purposes, was not recognized for tax purposes.  Additionally,  from inception to
September 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 September  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
$36,100  and  $79,000 for the nine  months  ended  September  30, 1995 and 1994,
respectively.  Cumulative  venture  capital  fees  incurred  from  inception  to
September 30, 1995 totaled $813,000.

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 September  30, 1995,  and for the three and nine 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 September 30, 1995, the Partnership made follow-on
investments  in  Hepatix,  Inc.  totaling  $366,000  and  in  Targeted  Genetics
Corporation  for $265,000.  From its inception  through  September 30, 1995, the
Partnership  had  invested  an  aggregate  of  $14.2  million  in ten  portfolio
companies  (including  acquisition  costs  and  venture  capital  fees  totaling
$912,000)  representing  approximately  82% of the original $17.3 million of net
proceeds received from the offering of Units.

At September 30, 1995, the Partnership  held $6.3 million in cash and short-term
investments:  $6.0 million in short-term securities with maturities of less than
one year and $275,000 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 $96,000 and $294,000 of interest from such  investments  for
the three and nine months  ended  September  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  September 30, 1995
and 1994, the  Partnership  had net investment  losses  (investment  income less
operating  expenses) of $10,000 and $19,000,  respectively.  Net investment loss
for the nine  months  ended  September  30, 1995 and 1994 was 26,000 and 74,000,
respectively.  The decline in net investment loss for the 1995 periods  compared
to the 1994  periods  primarily  was due to an increase in interest  income from
short-term  investments due to higher short-term  interest rates during the 1995
periods,  partially  offset by increases in insurance  expense and mailing costs
for the 1995  periods.  The increase in  insurance  expense for the 1995 periods
resulted from directors and officers liability  insurance which was initiated in
August 1994.

The  management  fee  paid to the  Managing  General  Partner,  pursuant  to the
management  agreement  between the Partnership and the Managing General Partner,
was $64,000 and $67,000 for the three months ended  September 30, 1995 and 1994,
respectively.  The management  fee for the nine months ended  September 30, 1995
and 1994 was $199,000 and $206,000, respectively. The decrease in the management
fee for the 1995 periods was due to a decrease in the  Partnership's  net assets
at  September  30, 1995,  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.



<PAGE>


Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  or
Depreciation of Portfolio  Investments - For the nine months ended September 30,
1995, the  Partnership had a $334,000 net unrealized loss resulting from the net
downward revaluation of its portfolio  investments thereby decreasing unrealized
appreciation of investments for the nine month period.

For the nine months ended  September 30, 1994, the Partnership had a $78,000 net
unrealized  loss  resulting  from the net downward  revaluation of its portfolio
investments  thereby  decreasing net unrealized  appreciation of investments for
the nine month period.

Net Assets - At September  30,  1995,  the  Partnership's  net assets were $12.8
million,  a decrease of $360,000 from $13.1  million at December 31, 1994.  This
decrease resulted from the $334,000 net unrealized loss from investments and the
$26,000 net investment loss for the nine month period.

At September  30,  1994,  the  Partnership's  net assets were $13.3  million,  a
decrease of $152,000  from $13.4  million at December  31, 1993.  This  decrease
resulted from the $78,000 net unrealized  loss from  investments and the $74,000
net investment loss for the nine month period.

The net asset value per $500 Unit at  September  30, 1995 and December 31, 1994,
including an allocation of net unrealized depreciation of investments,  was $327
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.

During the quarter, the Partnership made follow-on  investments in Hepatix, Inc.
totaling $365,896 including $20,907 of venture capital fees paid to the Managing
General  Partner  relating to this  investment.  In connection  with a financial
restructuring of the company, the new investment and previously held convertible
notes were  exchanged for a new  convertible  note with a face value of $398,603
maturing  on June 30, 1997 and a warrant to purchase  797,206  common  shares of
Hepatix at $.01 per share.

On July 13, 1995, the Partnership  purchased 66,664 shares of common stock and a
warrant to  purchase an  additional  16,666  shares of common  stock of Targeted
Genetics  Corporation  for  $265,150.  The  Partnership  paid a $15,150  venture
capital fee relating to this investment

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:         November 14, 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
SEPTEMBER  30,  1995 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE>                                                              9-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1995
<PERIOD-START>                                                        JAN-1-1995
<PERIOD-END>                                                         SEP-30-1995
<INVESTMENTS-AT-COST>                                                  9,052,255
<INVESTMENTS-AT-VALUE>                                                 6,606,010
<RECEIVABLES>                                                             52,821
<ASSETS-OTHER>                                                                 0
<OTHER-ITEMS-ASSETS>                                                   6,264,007
<TOTAL-ASSETS>                                                        12,922,838
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                137,554
<TOTAL-LIABILITIES>                                                      137,554
<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>                                             (2,446,245)
<NET-ASSETS>                                                          12,785,284
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                        297,783
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                           323,336
<NET-INVESTMENT-INCOME>                                                 (25,553)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                              (334,492)
<NET-CHANGE-FROM-OPS>                                                  (360,045)
<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>                                                 (328,697)
<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>                                                          327
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0



</TABLE>


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