WESTMED VENTURE PARTNERS 2 LP
10-Q, 1997-05-15
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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 March 31, 1997


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 March 31, 1997 (Unaudited) and December 31, 1996

Schedule of Portfolio Investments as of March 31, 1997 (Unaudited)

Statements of Operations for the Three Months Ended March 31, 1997 and 1996 
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996 
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended March 31, 
1997 (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>
                                                                                       March 31, 1997         December 31,
                                                                                         (Unaudited)                 1996
ASSETS

Portfolio investments, at fair value (cost $10,198,968 at
<S>      <C> <C>      <C>                    <C> <C>                                  <C>                     <C>              
   March 31, 1997 and $9,138,368 at December 31, 1996)                                $     7,546,714         $       6,585,790
Cash and cash equivalents                                                                     806,171                 4,876,135
Accrued interest receivable                                                                     3,936                     2,377
Other assets                                                                                   23,142                    29,710
                                                                                      ---------------         -----------------

TOTAL ASSETS                                                                          $     8,379,963         $      11,494,012
                                                                                      ===============         =================




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                             $             -         $       3,012,100
Accounts payable and accrued expenses                                                         107,474                   106,263
Due to Managing General Partner                                                               103,051                    41,828
Due to Independent General Partners                                                             2,500                    10,000
                                                                                      ---------------         -----------------
   Total liabilities                                                                          213,025                 3,170,191
                                                                                      ---------------         -----------------

Partners' Capital:
Managing General Partner                                                                       81,669                    83,238
Limited Partners (38,727 Units)                                                             8,085,269                 8,240,583
                                                                                      ---------------         -----------------
   Total Partners' capital                                                                  8,166,938                 8,323,821
                                                                                      ---------------         -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $     8,379,963         $      11,494,012
                                                                                      ===============         =================
</TABLE>


See notes to financial statements.


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
December 31, 1996
<TABLE>

Active Portfolio Investments:

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Abtox, Inc. (B)
<C>                                                                           <C>            <C>                <C>            
454,545 shares of Preferred Stock                                        Mar. 1997           $    1,060,600     $     1,060,600
- -------------------------------------------------------------------------------------------------------------------------------
Gliatech, Inc.(A)
124,210 shares of Common Stock                                           Feb. 1992                  962,009           1,044,470
- -------------------------------------------------------------------------------------------------------------------------------
Hepatix, Inc.*
1,484,123 shares of Preferred Stock                                      Jan. 1992                1,558,181           1,484,123
- -------------------------------------------------------------------------------------------------------------------------------
Integramed America, Inc.(A)
211,672 shares of Common Stock                                           Mar. 1989                2,322,426             326,197
- -------------------------------------------------------------------------------------------------------------------------------
KeraVision, Inc.(A)
68,728 shares of Common Stock                                            Nov. 1992                  530,300             695,871
- -------------------------------------------------------------------------------------------------------------------------------
La Jolla Pharmaceutical Company(A)
100,383 shares of Common Stock                                           Nov. 1991                  678,579             489,377
25,076 warrants to purchase 12,538 shares of Common
   Stock at $6.00 per share, expiring 6/3/99                                                              0              14,805
Warrant to purchase 5,015 shares of Common Stock
   at $5.00 per share, expiring 6/3/99                                                                    0                   0
                                                                                             --------------     ---------------
                                                                                                    678,579             504,182
- -------------------------------------------------------------------------------------------------------------------------------
Sennes Drug Innovations, Inc.*
2,750,000 shares of Preferred Stock                                      June 1993                1,175,579             293,895
412,500 shares of Common Stock                                                                        4,375               1,094
$39,976 10% Promissory Note due 10/7/97                                                              42,399              21,200
                                                                                             --------------     ---------------
                                                                                                  1,222,353             316,189
- -------------------------------------------------------------------------------------------------------------------------------
Synaptic Pharmaceutical Corporation(A)
96,395 shares of Common Stock                                            June 1991                  797,167           1,349,531
- -------------------------------------------------------------------------------------------------------------------------------
Targeted Genetics, Inc.(A)
225,395 shares of Common Stock                                           June 1992                1,067,353             765,551
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                                                     $   10,198,968     $     7,546,714
                                                                                             ==================================
</TABLE>


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
March 31, 1997

SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(C)
<TABLE>

                                                                                Cost          Realized Loss              Return

<S>                                                                  <C>                    <C>                 <C>            
Total from Liquidated Portfolio Investments                          $     6,265,683        $    (4,025,721)    $     2,239,962
                                                                     ==========================================================

                                                                                                   Combined            Combined
                                                                                             Unrealized and          Fair Value
                                                                                Cost          Realized Loss          and Return

Totals from Active and Liquidated Portfolio
Investments                                                          $    16,464,651        $    (6,677,975)    $     9,786,676
                                                                     ==========================================================
</TABLE>


(A)  Public company

(B)  In March 1997, the  Partnership  completed a $999,999  investment in Abtox,
     Inc., acquiring 454,545 shares of series F Preferred stock. The Partnership
     paid the Managing  General Partner $60,601 in venture capital fees relating
     to this investment.

(C)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through March 31, 1997.

* May be deemed  an  affiliated  person of the  Partnership  as  defined  in the
Investment Company Act of 1940.

See notes to financial statements.


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31,


<TABLE>

                                                                                                1997                  1996
                                                                                            --------------         -------

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                                          <C>               <C>             
   Interest from short-term investments                                                      $      28,888     $         72,772
   Interest income from portfolio investments                                                          925               10,771
                                                                                             -------------     ----------------
   Totals                                                                                           29,813               83,543
                                                                                             -------------     ----------------

   Expenses:
   Management fee                                                                                   42,450               67,115
   Professional fees                                                                                14,503               24,333
   Insurance expense                                                                                13,784               19,268
   Mailing and printing                                                                              7,914                6,759
   Independent General Partners' fees                                                                2,500                3,750
   Custodial fees                                                                                    1,119                1,193
   Miscellaneous                                                                                     4,750                2,002
                                                                                             -------------     ----------------
   Totals                                                                                           87,020              124,420
                                                                                             -------------     ----------------

NET INVESTMENT LOSS                                                                                (57,207)             (40,877)

Net change in unrealized depreciation of investments                                               (99,676)           1,204,524
                                                                                             -------------     ----------------

NET (DECREASE) INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS (allocable to Partners)                                                   $    (156,883)    $      1,163,647
                                                                                             =============     ================
</TABLE>


See notes to financial statements.


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,


<TABLE>

                                                                                               1997                  1996
                                                                                         ---------------        ---------

CASH FLOWS PROVIDED FROM (USED FOR)
OPERATING ACTIVITIES

<S>                                                                                       <C>                  <C>              
Net investment loss                                                                       $      (57,207)      $        (40,877)

Adjustments to reconcile  net  investment  loss to cash provided from (used for)
   operating activities:

(Decrease) increase in accrued interest receivable and other assets                                5,009                 (1,379)
Increase in payables                                                                              54,934                 19,357
                                                                                          --------------       ----------------
Cash provided (used) for operating activities                                                      2,736                (22,899)
                                                                                          --------------       ----------------

CASH FLOWS USED FOR INVESTING ACTIVITIES

Cost of portfolio investments purchased                                                       (1,060,600)               (98,939)
                                                                                          --------------       ----------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distribution to Partners                                                                 (3,012,100)                     -
                                                                                          --------------       ----------------

Decrease in cash and cash equivalents                                                         (4,069,964)              (121,838)
Cash and cash equivalents at beginning of period                                               4,876,135              6,226,065
                                                                                          --------------       ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $      806,171       $      6,104,227
                                                                                          ==============       ================
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 1997


<TABLE>

                                                             Managing
                                                              General                  Limited
                                                              Partner                 Partners                     Total

<S>                                                        <C>                     <C>                       <C>             
Balance at beginning of period                             $     83,238            $     8,240,583           $      8,323,821

Net increase in net assets resulting
from operations                                                  (1,569)                  (155,314)                  (156,883)
                                                           ------------            ---------------           ----------------

Balance at end of period                                   $     81,669            $     8,085,269           $      8,166,938
                                                           ============            ===============           ================
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized depreciation of investments,  was $209
     at March 31, 1997. 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 partnership 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 two 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.  Alsacia Venture  Management,  Inc. (the  "Sub-Manager"),  a 
corporation controlled  by Philippe L. Sommer,  is the  sub-manager  of the  
Partnership  pursuant to a  sub-management  agreement  among thePartnership,  
the Managing  General  Partner and the  Sub-Manager.  The Sub-Manager has been
retained by the Managing General Partner to assist the Managing General Partner
in the performance of its duties to 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  and  registered
investment  advisor,   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 closing  public market price for the last trading
day  of  the  accounting  period  discounted  for  sales  restrictions.  Factors
considered in the determination of an appropriate

<PAGE>


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


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 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.

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.

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 $2.7
million at March 31, 1997, which was recorded for financial  statement purposes,
was not recognized for tax purposes.  Additionally,  from inception to March 31,
1997,  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.



<PAGE>


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


3.     Allocations of Partnership Profits and Losses

Pursuant to the Partnership's agreement of limited partnership,  as amended (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  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  in   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 March 31, 1997, the Partnership had a $3.8
million net loss from its venture  capital  investments,  including  $242,000 of
interest and other income from portfolio 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  investment.  The  Partnership  incurred  venture  capital fees of
$60,601 for the quarter ended March 31, 1997.  Cumulative  venture  capital fees
incurred from inception to March 31, 1997 totaled $942,000.

Pursuant to a  management  agreement  between the  Partnership  and the Managing
General Partner, the Managing General Partner is responsible for 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.  The  compensation of the Sub-Manager is paid
directly by the Managing General Partner.

For services  rendered to the Partnership,  each of the two 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.




<PAGE>


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

5.       Classification of Investments

As of March 31, 1997, the Partnership's investments were categorized as follows:
<TABLE>

                                                                                                             Percentage of
Type of Investments                                        Cost                    Fair Value                 Net Assets*
- -------------------                                  ----------------            --------------               -----------
<S>                                                  <C>                         <C>                            <C>   
Common Stock                                         $      6,362,209            $    4,686,896                 57.39%
Preferred Stock                                             3,794,360                 2,838,618                 34.76%
Debt Securities                                                42,399                    21,200                  0.26%
                                                     ----------------            --------------                -------
                                                     $     10,198,968            $    7,546,714                 92.41%
                                                     ================            ==============                 ======

Country/Geographic Region
United States                                        $     10,198,968            $    7,546,714                 92.41%
                                                     ================            ==============                 ======

Industry
Biotechnology                                        $      5,788,061            $    5,040,523                 61.73%
Medical Devices                                             2,088,481                 2,179,994                 26.69%
Medical Services                                            2,322,426                   326,197                  3.99%
                                                     ----------------            --------------                -------
                                                     $     10,198,368            $    7,546,714                 92.41%
                                                     ================            ==============                 ======
</TABLE>


* Percentage of net assets is based on fair value.


<PAGE>


Item 2.       Management's Discussion and Analysis of Financial Condition and 
              Results of Operations.

Liquidity and Capital Resources

In March 1997, the Partnership made a $1,061,000  investment  (including venture
capital  fees of  $61,000)  in  Abtox,  Inc.,  a new,  privately-held  portfolio
company. From its inception through March 31, 1997, the Partnership had invested
an aggregate of $16.5 million  (including  acquisition costs and venture capital
fees totaling $1,042,000),  representing approximately 95% of the original $17.3
million of net proceeds received from the offering of Units.

At March 31, 1997, the  Partnership  held $806,000 in an  interest-bearing  cash
account.  It is anticipated that funds needed to cover the Partnership's  future
investments  and  operating  expenses  will be obtained  from its existing  cash
reserves,  interest from short-term  investments and proceeds  realized from the
sale of portfolio investments.

Results of Operations

Investment  Income and  Expenses - For the three months ended March 31, 1997 and
1996,  the  Partnership  had a  net  investment  loss  (investment  income  less
operating  expenses) of $57,207 and $40,877,  respectively.  The increase in net
investment  loss for the  1997  period  compared  to the  same  period  in 1996,
resulted  from a $53,730  decrease  in income  which was  partially  offset by a
$37,400  decrease in operating  expenses  for the 1997  period.  The decrease in
investment  income resulted  mainly from a $43,884  reduction in interest earned
from short-term  investments,  reflecting reduced funds available for investment
in  such  securities.  The  reduced  amount  of  funds  invested  in  short-term
securities  resulted from the $3.0 million cash distribution paid to Partners in
January 1997 and the $1.0 million new portfolio  investment  made in March 1997,
as discussed above.  Investment  income also declined due to a $9,846 decline in
interest  income from  portfolio  investments,  due to a  reduction  of interest
bearing  securities  outstanding  during the 1997  period  compared  to the same
period in 1996.

The  decrease in  operating  expenses  for the three months ended March 31, 1997
compared to the same period in 1996 resulted mainly from a $24,665  reduction in
management  fees  incurred.  Pursuant  to a  management  agreement  between  the
Partnership and the Managing  General  Partner,  the Managing General Partner is
responsible for 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 (1) the net assets of the  Partnership or (2) 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.  For the three months ended March 31, 1997 and 1996, the management
fee was $42,450 and $67,115 respectively. The decrease in the management fee for
the 1997 period  compared  to the same period in 1996,  was due to a decrease in
the  Partnership's net asset value at March 31, 1997 compared to March 31, 1996,
primarily resulting from the $3.0 million cash distribution  accrued at December
31, 1996 and paid to  Partners  in January  1997.  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 three months ended March 31,
1997, the Partnership had a $99,676 net unrealized loss primarily resulting from
the net downward revaluation of its publicly-traded securities. As a result, net
unrealized  depreciation of investments increased by $99,676 for the three-month
period.

For the three months ended March 31, 1996,  the  Partnership  had a $1.2 million
net unrealized gain primarily  resulting from the net upward  revaluation of its
publicly-traded   securities.  As  a  result,  net  unrealized  depreciation  of
investments decreased by $1.2 million for the three-month period.

Net Assets - At March 31, 1997 the Partnership's net assets were $8.2 million, a
decrease of $156,883  from $8.3  million at December  31,  1996.  This  decrease
resulted from the $99,676  unrealized loss from  investments and the $57,207 net
investment loss for the three-month period.

At March 31, 1996, the Partnership's net assets were $13.4 million,  an increase
of $1.2 million from $12.2 million at December 31, 1995. This increase  resulted
from the $1.2 million  unrealized gain from investments  partially offset by the
$40,877 net investment loss for the three-month period.

The net asset value per $500 Unit,  including an  allocation  of net  unrealized
depreciation  of  investments,  at March 31, 1997 and December 31, 1996 was $209
and $213,  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.

Not applicable.

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.
              Managing General Partner


By:           Medical Venture Holdings, Inc.
              General Partner

<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
By:  /s/ Stephen McGrath                         Executive Vice President (principal executive officer) of Medical
Stephen McGrath                                  Venture Holdings, Inc.


By:  /s/ Ann Oliveri Fusco                       Vice President (principal financial and accounting officer) of Medical    Ann
Oliveri Fusco                                    Venture Holdings, Inc.
</TABLE>



Date:         May 15, 1997




<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
MARCH 31, 1997 AND IS QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                                                                          <C>
<PERIOD-TYPE>                                                              3-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1997
<PERIOD-START>                                                        JAN-1-1997
<PERIOD-END>                                                         MAR-31-1997
<INVESTMENTS-AT-COST>                                                 10,198,968
<INVESTMENTS-AT-VALUE>                                                 7,546,714
<RECEIVABLES>                                                              3,936
<ASSETS-OTHER>                                                            23,142
<OTHER-ITEMS-ASSETS>                                                           0
<TOTAL-ASSETS>                                                         8,379,963
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                213,025
<TOTAL-LIABILITIES>                                                      213,025
<SENIOR-EQUITY>                                                                0
<PAID-IN-CAPITAL-COMMON>                                                       0
<SHARES-COMMON-STOCK>                                                     38,727
<SHARES-COMMON-PRIOR>                                                     38,727
<ACCUMULATED-NII-CURRENT>                                                      0
<OVERDISTRIBUTION-NII>                                                         0
<ACCUMULATED-NET-GAINS>                                                        0
<OVERDISTRIBUTION-GAINS>                                                       0
<ACCUM-APPREC-OR-DEPREC>                                             (2,652,254)
<NET-ASSETS>                                                           8,166,938
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                         29,813
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                            87,020
<NET-INVESTMENT-INCOME>                                                 (57,207)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                               (99,676)
<NET-CHANGE-FROM-OPS>                                                  (156,883)
<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>                                                 (156,883)
<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>                                                   8,245,380
<PER-SHARE-NAV-BEGIN>                                                        213
<PER-SHARE-NII>                                                              (1)
<PER-SHARE-GAIN-APPREC>                                                      (3)
<PER-SHARE-DIVIDEND>                                                           0
<PER-SHARE-DISTRIBUTIONS>                                                      0
<RETURNS-OF-CAPITAL>                                                           0
<PER-SHARE-NAV-END>                                                          209
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0
        


</TABLE>


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