WESTMED VENTURE PARTNERS 2 LP
10-Q, 1997-08-14
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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, 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 June 30, 1997 (Unaudited) and December 31, 1996

Schedule of Portfolio Investments as of June 30, 1997 (Unaudited)

Statements of Operations for the Three and Six Months Ended June 30, 1997 and 
1996 (Unaudited)

Statements of Cash Flows for the Six Months Ended June 30, 1997 and 1996 
(Unaudited)

Statement of Changes in Partners' Capital for the Six Months Ended June 30, 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>

                                                                                        June 30, 1997         December 31,
                                                                                         (Unaudited)                 1996
ASSETS

Portfolio investments, at fair value (cost $10,198,968 at
<S>     <C> <C>      <C>                    <C> <C>                                   <C>                     <C>              
   June 30, 1997 and $9,138,368 at December 31, 1996)                                 $     6,966,017         $       6,585,790
Cash and cash equivalents                                                                     683,631                 4,876,135
Accrued interest receivable                                                                     3,737                     2,377
Other assets                                                                                    9,404                    29,710
                                                                                      ---------------         -----------------

TOTAL ASSETS                                                                          $     7,662,789         $      11,494,012
                                                                                      ===============         =================




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                             $             -         $       3,012,100
Accounts payable and accrued expenses                                                          98,664                   106,263
Due to Managing General Partner                                                                36,696                    41,828
Due to Independent General Partners                                                             5,000                    10,000
                                                                                      ---------------         -----------------
   Total liabilities                                                                          140,360                 3,170,191
                                                                                      ---------------         -----------------

Partners' Capital:
Managing General Partner                                                                       75,224                    83,238
Limited Partners (38,727 Units)                                                             7,447,205                 8,240,583
                                                                                      ---------------         -----------------
   Total Partners' capital                                                                  7,522,429                 8,323,821
                                                                                      ---------------         -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $     7,662,789         $      11,494,012
                                                                                      ===============         =================
</TABLE>


See notes to financial statements.



<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
June 30, 1997

Active Portfolio Investments:
<TABLE>

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Abtox, Inc.
<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             871,023
- -------------------------------------------------------------------------------------------------------------------------------
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             258,727
- -------------------------------------------------------------------------------------------------------------------------------
KeraVision, Inc.(A)
68,728 shares of Common Stock                                            Nov. 1992                  530,300             627,143
- -------------------------------------------------------------------------------------------------------------------------------
La Jolla Pharmaceutical Company(A)
100,383 shares of Common Stock                                           Nov. 1991                  678,579             464,272
25,076 warrants to purchase 12,538 shares of Common
   Stock at $6.00 per share, expiring 6/3/99                                                              0              17,252
Warrant to purchase 5,015 shares of Common Stock
   at $5.00 per share, expiring 6/3/99                                                                    0                   0
                                                                                            ---------------     ---------------
                                                                                                    678,579             481,524
- -------------------------------------------------------------------------------------------------------------------------------
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           1,265,185
- -------------------------------------------------------------------------------------------------------------------------------
Targeted Genetics, Inc.(A)(B)
225,395 shares of Common Stock                                           June 1992                1,067,353             601,503
Warrant to purchase 16,666 shares of Common Stock
   at $4.68 per share, expiring 1/31/98                                                                   0                   0
- -------------------------------------------------------------------------------------------------------------------------------

Totals from Active Portfolio Investments                                                    $    10,198,968     $     6,966,017
                                                                                            ===============     ===============
</TABLE>


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
June 30, 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     $      (7,258,672)     $     9,205,979
                                                                     ===============     ==================     ===============
</TABLE>


(A)  Public company

(B)  On July 28, 1997,  Targeted  Genetics,  Inc.  extended the expiration date
     of its warrants from July 31, 1997 to January 31, 1998.

(C)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through June 30, 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)


<TABLE>

                                                                          Three Months Ended                Six Months Ended
                                                                               June 30,                         June 30,

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

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                              <C>             <C>               <C>             <C>          
   Interest from short-term investments                          $       7,732   $        74,541   $      36,620   $     147,313
   Interest and dividend income from portfolio
      investments                                                        1,070                 -           1,995          10,771
                                                                 -------------   ---------------   -------------   -------------
   Totals                                                                8,802            74,541          38,615         158,084
                                                                 -------------   ---------------   -------------   -------------

   Expenses:
   Management fee                                                       36,696            58,298          79,146         125,413
   Professional fees                                                    14,507            31,967          33,510          56,300
   Mailing and printing                                                  4,780             5,122          12,694          11,881
   Insurance expense                                                    13,738            16,905          27,522          36,173
   Custodial fees                                                          393             1,037           1,512           2,230
   Independent General Partners' fees                                    2,500             3,627           5,000           7,377
   Miscellaneous                                                             -             1,212             250           3,214
                                                                 -------------   ---------------   -------------   -------------
   Totals                                                               72,614           118,168         159,634         242,588
                                                                 -------------   ---------------   -------------   -------------

NET INVESTMENT INCOME (LOSS)                                           (63,812)          (43,627)       (121,019)        (84,504)

Net change in unrealized depreciation
   of investments                                                     (580,697)       (1,715,801)       (680,373)       (511,277)
                                                                 -------------   ---------------   -------------   -------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                     $    (644,509)  $    (1,759,428)  $    (801,392)  $    (595,781)
                                                                 =============   ===============   =============   ============= 
</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>

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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>               <C>             
Net investment loss                                                                           $     (121,019)   $       (84,504)

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

Decrease in accrued interest receivable and other assets                                              18,946             15,526
Increase (decrease) in payables                                                                      (17,731)            29,318
                                                                                              --------------    ---------------
Cash used for operating activities                                                                  (119,804)           (39,660)
                                                                                              --------------    ---------------

CASH FLOWS USED FOR INVESTING ACTIVITIES

Purchase of portfolio investments                                                                 (1,060,600)          (130,303)
                                                                                              --------------    ---------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

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

Decrease in cash and cash equivalents                                                             (4,192,504)          (169,963)
Cash and cash equivalents at beginning of period                                                   4,876,135          6,226,065
                                                                                              --------------    ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $      683,631    $     6,056,102
                                                                                              ==============    ===============
</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, 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                                                  (8,014)                  (793,378)                  (801,392)
                                                           ------------            ---------------           ----------------

Balance at end of period                                   $     75,224            $     7,447,205           $      7,522,429
                                                           ============            ===============           ================
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized depreciation of investments,  was $192
     at June 30, 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 the Partnership,  
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 (UNAUDITED) - continued


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 $3.2
million at June 30, 1997, which was recorded for financial  statement  purposes,
was not  recognized for tax purposes.  Additionally,  from inception to June 30,
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 (UNAUDITED) - continued



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 June 30, 1997, the Partnership had a $3.8
million net loss from its venture  capital  investments,  including  $243,000 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 six month period ended June 30, 1997. Cumulative venture capital
fees incurred from inception to June 30, 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 (UNAUDITED) - continued


5.       Classification of Investments

As of June 30, 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            $    4,106,199                 54.59%
Preferred Stock                                             3,794,360                 2,838,618                 37.74%
Debt Securities                                                42,399                    21,200                  0.27%
                                                     ----------------            --------------              ---------
                                                     $     10,198,968            $    6,966,017                 92.60%
                                                     ================            ==============              =========

Country/Geographic Region
Eastern U.S.                                         $      3,119,593            $    1,523,912                 20.26%
Midwestern U.S.                                             2,022,609                 1,931,623                 25.68%
Western U.S.                                                3,834,413                 3,194,293                 42.46%
Southwestern U.S.                                           1,222,353                   316,189                  4.20%
                                                     ----------------            --------------             ----------
Total                                                $     10,198,968            $    6,966,017                 92.60%
                                                     ================            ==============             ==========

Industry
Biotechnology                                        $      5,788,061            $    4,596,024                 61.09%
Medical Devices                                             2,088,481                 2,111,266                 28.07%
Medical Services                                            2,322,426                   258,727                  3.44%
                                                     ----------------            --------------              ---------
                                                     $     10,198,968            $    6,966,017                 92.60%
                                                     ================            ==============              =========
</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

At June 30, 1997, the  Partnership  held $684,000 in cash and cash  equivalents,
consisting of $399,000 in short-term securities with maturities of less than one
year and $285,000 in an  interest-bearing  cash account.  The Partnership earned
$8,000  and  $37,000 of  interest  from such  investments  for the three and six
months  ended June 30,  1997,  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 in such securities.

The  Partnership  made no new or  follow-on  investments  during the three month
period  ended June 30, 1997.  From its  inception  through  June 30,  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.

Results of Operations

Investment  Income and  Expenses - For the three  months ended June 30, 1997 and
1996, the  Partnership  had a net investment  loss (interest and dividend income
less operating expenses) of $64,000 and $44,000,  respectively.  The increase in
net  investment  loss for the 1997  period  compared  to the same period in 1996
resulted from a $66,000 decrease in interest earned from short-term  investments
partially  offset by a $46,000 decrease in operating  expenses.  The decrease in
interest earned from short-term  investments  primarily  resulted from a reduced
amount of funds  available  for  investment in such  securities  during the 1997
period. The reduced amount of cash invested in short-term  securities during the
1997 period  reflects  the $3.0 million  cash  distribution  paid to Partners in
January 1997 and the $1.0 million  investment  in Abtox,  Inc., a new  portfolio
investment,  purchased  in  March  1997.  The  decrease  in  operating  expenses
primarily  resulted  from a $21,000  decrease in  management  fees, as discussed
below, and a $17,000 reduction in professional  fees for the 1997 period.  Legal
fees were  higher  during  the 1996  period due to legal  work  relating  to the
preparation  of a proxy  statement  in  connection  with the Special  Meeting of
Limited Partners held on June 21, 1996.

Net investment loss for the six months ended June 30, 1997 and 1996 was $121,000
and  $85,000,  respectively.  The increase in net  investment  loss for the 1997
period  includes a $110,000  decrease in interest from  short-term  investments,
primarily  resulting  from a decrease in funds  available for investment in such
securities  during the 1997 period,  as discussed  above.  Interest  income from
portfolio  investments  also  declined  $9,000 due to a  reduction  of  interest
bearing  securities  held during the 1997 period  compared to the same period in
1996.  The $119,000  decrease in investment  income was  partially  offset by an
$83,000  decrease in  operating  expenses,  primarily  resulting  from a $46,000
decrease in management  fees,  as discussed  below,  and a $23,000  reduction in
professional  fees for the 1997 period  compared to the same period in 1996.  As
discussed  above,  1996  professional  fees included  legal fees relating to the
preparation  of a proxy  statement  in  connection  with the Special  Meeting of
Limited Partners held on June 21, 1996.  Professional  fees in 1996 also include
certain  adjustments to accrued audit and tax fees for the six months ended June
30, 1996.

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.  Such  fee is
determined  and paid  quarterly.  The  management fee for the three months ended
June 30, 1997 and 1996 was $37,000 and $58,000, respectively. For the six months
ended June 30, 1997 and 1996,  the  management  fee was  $79,000  and  $125,000,
respectively.  The  decrease in the  management  fee is due to a decrease in the
Partnership's  net asset value for the 1997 periods compared to the same periods
in 1996. The reduced net asset value reflects 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 six months ended June 30, 1997,
the  Partnership  had a $680,000  net  unrealized  loss  resulting  from the net
downward  revaluation  of  its  publicly-traded  securities.  As a  result,  net
unrealized  depreciation of investments  increased by $680,000 for the six month
period.

For the six months  ended June 30,  1996,  the  Partnership  had a $511,000  net
unrealized   loss   resulting   from  the  net  downward   revaluation   of  its
publicly-traded   securities.  As  a  result,  net  unrealized  depreciation  of
investments increased by $511,000 for the six month period.

Net Assets - At June 30, 1997, the  Partnership's  net assets were $7.5 million,
reflecting a decrease of $801,000  from $8.3 million at December 31, 1996.  This
decrease resulted from the $680,000 net unrealized loss from investments and the
$121,000 net investment loss for the six month period.

At June 30, 1996, the Partnership's net assets were $11.6 million,  reflecting a
decrease of $596,000  from $12.2  million at December  31, 1995.  This  decrease
resulted from the $511,000 net unrealized loss from  investments and the $85,000
net investment loss for the six month period.

The net asset value per $500 Unit,  including an  allocation  of net  unrealized
depreciation of investments, at June 30, 1997 and December 31, 1996 was $192 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.
              The Managing General Partner


By:           MEDICAL VENTURE HOLDINGS, INC.
              General Partner


By:           /s/        Stephen McGrath
              Stephen McGrath
              Executive Vice President


By:           /s/        Ann Oliveri Fusco
              Ann Oliveri Fusco
              Vice President and Principal Financial
                 and Accounting Officer



Date:    August 14, 1997


<PAGE>

<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, 1997 AND IS QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                                                                          <C>
<PERIOD-TYPE>                                                              6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1997
<PERIOD-START>                                                        JAN-1-1997
<PERIOD-END>                                                         JUN-30-1997
<INVESTMENTS-AT-COST>                                                 10,198,968
<INVESTMENTS-AT-VALUE>                                                 6,966,017
<RECEIVABLES>                                                              3,737
<ASSETS-OTHER>                                                             9,404
<OTHER-ITEMS-ASSETS>                                                     683,631
<TOTAL-ASSETS>                                                         7,662,789
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                140,360
<TOTAL-LIABILITIES>                                                      140,360
<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>                                             (3,232,951)
<NET-ASSETS>                                                           7,522,429
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                         38,615
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                           159,634
<NET-INVESTMENT-INCOME>                                                (121,019)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                              (680,373)
<NET-CHANGE-FROM-OPS>                                                  (801,392)
<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>                                                 (801,392)
<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>                                                   7,923,125
<PER-SHARE-NAV-BEGIN>                                                        213
<PER-SHARE-NII>                                                              (3)
<PER-SHARE-GAIN-APPREC>                                                     (18)
<PER-SHARE-DIVIDEND>                                                           0
<PER-SHARE-DISTRIBUTIONS>                                                      0
<RETURNS-OF-CAPITAL>                                                           0
<PER-SHARE-NAV-END>                                                          192
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0
        



</TABLE>


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