WESTMED VENTURE PARTNERS 2 LP
10-Q, 2000-05-15
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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, 2000


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.)


CIBC 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, 2000 (Unaudited) and December 31, 1999

Schedule of Portfolio Investments as of March 31, 2000 (Unaudited)

Statements of Operations for the Three Months Ended March 31, 2000 and 1999
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended March 31,
2000 (Unaudited)

Notes to Financial Statements (Unaudited)

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

Item 3.       Quantitative and Qualitative Disclosure about Market Risk.


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>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                          March 31, 2000          December 31,
                                                                                            (Unaudited)               1999

ASSETS

Portfolio investment at fair value (cost of $0 as of March 31, 2000
   and December 31, 1999)                                                                 $           0         $             0
Cash and cash equivalents                                                                       537,605               4,867,693
Receivable from security sold                                                                         -                   5,743
Accrued interest receivable                                                                         963                   1,205
Prepaid insurance                                                                                15,500                  22,289
                                                                                          -------------         ---------------

TOTAL ASSETS                                                                              $     554,068         $     4,896,930
                                                                                          =============         ===============



LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                                 $           -         $     4,342,118
Accounts payable and accrued expenses                                                            39,502                  40,445
Due to Managing General Partner                                                                   9,597                   2,572
Due to Independent General Partners                                                               2,500                       -
                                                                                          -------------         ---------------
   Total liabilities                                                                             51,599               4,385,135
                                                                                          -------------         ---------------

Partners' Capital:
Managing General Partner                                                                          5,026                   5,119
Limited Partners (38,727 Units)                                                                 497,443                 506,676
                                                                                          -------------         ---------------
   Total Partners' capital                                                                      502,469                 511,795
                                                                                          -------------         ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $     554,068         $     4,896,930
                                                                                          =============         ===============
</TABLE>


See notes to financial statements.


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of March 31, 2000
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                           Initial
                                                                         Investment
Company / Position                                                          Date                  Cost               Fair Value

La Jolla Pharmaceutical Company

Warrant to purchase 5,015 shares of Common Stock                         Nov. 1991          $                   $
   at $5.00 per share, expiring 6/3/00                                                                    0                   0
                                                                                            ---------------     ---------------

Active Portfolio Investment                                                                 $             0     $             0
                                                                                            ===============     ===============

Supplemental Information: Liquidated Portfolio Investments (A)

                                                                            Cost            Realized Loss       Return

Liquidated Portfolio Investments                                     $      16,842,427      $    (9,549,586)    $     7,292,841
                                                                     =================      ===============     ===============

                                                                                               Combined             Combined
                                                                                            Unrealized and         Fair Value
                                                                          Cost              Realized Loss          and Return

Active and Liquidated Portfolio Investments                          $      16,842,427      $    (9,549,586)    $     7,292,841
                                                                     =================      ===============     ===============

</TABLE>

(A)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through March 31, 2000.

See notes to financial statements.


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.
STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended March 31,
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                                 2000                 1999
                                                                                            --------------      -------------

INVESTMENT INCOME AND EXPENSES

   Income:
   Interest from short-term investments                                                        $   22,714       $       34,137
                                                                                               ----------       --------------
     Total investment income                                                                       22,714               34,137
                                                                                               ----------       --------------

   Expenses:
   Management fee                                                                                   2,525               25,253
   Professional fees                                                                               14,483               14,774
   Insurance expense                                                                                6,789                8,278
   Mailing and printing                                                                             5,589                5,609
   Independent General Partners' fees                                                               2,500                2,500
   Custodial fees                                                                                      91                  623
   Other                                                                                               63                  113
                                                                                               ----------       --------------
     Total investment expenses                                                                     32,040               57,150
                                                                                               ----------       --------------

NET INVESTMENT LOSS                                                                                (9,326)             (23,013)

Net realized gain from portfolio investments                                                            -               36,509
                                                                                               ----------       --------------

NET REALIZED (LOSS) GAIN FROM OPERATIONS                                                           (9,326)              13,496

Change in net unrealized depreciation of portfolio investments                                          -             (578,490)
                                                                                               ----------       --------------

NET DECREASE IN NET ASSETS RESULTING

   FROM OPERATIONS                                                                             $   (9,326)      $     (564,994)
                                                                                               ==========       ==============

</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>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                                2000                 1999
                                                                                            -------------       ---------------

CASH FLOWS USED FOR OPERATING ACTIVITIES

Net investment loss                                                                         $     (9,326)       $       (23,013)

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

Decrease in accrued interest receivable and other assets                                           7,031                  8,965
Increase (decrease) in payables, net                                                               8,582                (10,602)
                                                                                            ------------        ---------------
Cash provided from (used for) operating activities                                                 6,287                (24,650)
                                                                                            ------------        ---------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Proceeds from the sale of portfolio investments                                                    5,743                224,311
                                                                                            ------------        ---------------
Cash provided from investing activities                                                                -                224,311
                                                                                            ------------        ---------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distribution paid to partners                                                            (4,342,118)                     -
                                                                                            ------------        ---------------
Cash used for financing activities                                                            (4,342,118)                     -
                                                                                            ------------        ---------------

(Decrease) increase in cash and cash equivalents                                              (4,330,088)               199,661
Cash and cash equivalents at beginning of period                                               4,867,693              3,076,472
                                                                                            ------------        ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                  $    537,605        $     3,276,133
                                                                                            ============        ===============

</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, 2000
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                             Managing
                                                                             General          Limited
                                                                             Partner          Partners                Total

Balance as of December 31, 1999                                           $     5,119       $      506,676      $       511,795

Net decrease in net assets from operations                                        (93)              (9,233)              (9,326)
                                                                          -----------       --------------      ---------------

Balance as of March 31, 2000                                              $     5,026       $      497,443(A)   $       502,469
                                                                          ===========       ==============      ===============

</TABLE>




(A)  The net asset  value  per  $1,000  unit of  limited  partnership  interest,
     including  an  assumed   allocation  of  net  unrealized   depreciation  of
     investments, is $13.

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 CIBC
Oppenheimer Corp. ("Opco").  Opco is the successor  corporation to Oppenheimer &
Co., Inc., following the acquisition and subsequent merger of Oppenheimer & Co.,
Inc.  and CIBC Wood Gundy  Corp.  in  November  1997.  Opco is a  subsidiary  of
Canadian Imperial Bank of Commerce. The limited partners of the Managing General
Partner are Opco, 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,   serves  as  the   sub-manager  of  the   Partnership   pursuant  to  a
sub-management   agreement   between  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 certain of its
duties to the Partnership.

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's  originally  scheduled  termination
date was December 31, 1998,  with  provision for  extension  for two  additional
two-year  periods.   The  General  Partners  have  elected  not  to  extend  the
Partnership's  termination date. However,  pursuant to the Partnership Agreement
(as  hereinafter  defined) and Delaware Law, the Managing  General  Partner will
continue to manage the Partnership  through its date of liquidation,  which will
occur when it has satisfied all liabilities and obligations to creditors and has
sold,  distributed  or  otherwise  disposed  of  its  investments  in  portfolio
companies.

2.     Summary of Significant Accounting Policies

Valuation of  Investments - Portfolio  investments  are valued  quarterly by the
Managing  General  Partner  under the  supervision  of the  Independent  General
Partners.  Publicly-held  portfolio  securities are valued at the closing public
market price on the valuation date  discounted for sales  restrictions.  Factors
considered in the determination of an appropriate discount include,  underwriter
lock-up or Rule 144 trading  restrictions,  insider status where the 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


<PAGE>


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

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 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.  From  inception to March 31, 2000,  other
timing differences  totaling $3.3 million,  primarily relating to original sales
commissions paid and other costs of selling the Units, have been recorded on the
Partnership's  financial  statements  but  have not yet  been  deducted  for tax
purposes.

3.     Allocations of Partnership Profits and Losses

Pursuant to the Partnership's agreement of limited partnership,  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


<PAGE>


WESTMED VENTURE PARTNERS 2, L.P.

NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

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,  2000,  the
Partnership  had a $9.3  million  net  realized  loss from its  venture  capital
investments,  including approximately $240,000 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 no venture capital fees for
the period ended March 31, 2000.  Cumulative  venture capital fees incurred from
inception to March 31, 2000 totaled approximately $964,000.

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.

The Managing  General  Partner also provides  certain  shareholder  services and
database  management  support for the Limited Partners of the  Partnership.  For
such services,  the Managing General Partner charges the Partnership  $4,500 per
quarter.  This amount is paid to the Managing General Partner in addition to the
regular management fee discussed above.

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.

5.       Subsequent Event

In May 2000, the Partnership  received a final cash settlement  payment totaling
$916,666 in connection with additional claims relating to an earlier  settlement
agreement  involving  Sennes Drug  Innovations,  Inc.,  certain  shareholders of
Sennes, including the Partnership, and certain other parties.

6        Interim Financial Statements

In  the  opinion  of the  Managing  General  Partner,  the  unaudited  financial
statements  as of March 31,  2000,  and for the  three-month  period then ended,
reflect all  adjustments  necessary for the fair  presentation of the results of
the interim period.


<PAGE>


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

Liquidity and Capital Resources

On January  28,  2000,  the  Partnership  paid a cash  distribution  to Partners
totaling  $4,342,118.  Limited  Partners of record on December 31, 1999 received
$4,298,697, or $111 per Unit, and the Managing General Partner received $43,421.
Cumulative cash distributions paid to Partners from inception of the Partnership
through  March 31, 2000 total  $7,631,835,  including  $7,555,517 to the Limited
Partners,  or  approximately  $195 per Unit, and $76,318 to the Managing General
Partner.

As of March 31, 2000, the Partnership held $537,605 in an interest-bearing  cash
account.  For the three  months  ended March 31, 2000,  the  Partnership  earned
interest of $22,714 on its cash balances.  Interest  earned in future periods is
subject  to  fluctuations  in  short-term  interest  rates and  changes  in cash
balances held.

As  a  result  of  the  portfolio   liquidations   completed  during  1999,  the
Partnership's  only remaining  portfolio security is a warrant to purchase 5,015
common shares of La Jolla Pharmaceutical Company, a public company, at $5.00 per
share, expiring on June 3, 2000. The warrant, acquired in a private transaction,
is not publicly traded,  has no cost basis and was carried at a fair value of $0
as of March 31, 2000.

As previously  disclosed,  in September  1998,  the  Partnership  liquidated its
investment in Sennes Drug Innovations,  Inc. as part of a litigation  settlement
involving Sennes and certain  shareholders,  including the Partnership,  against
Baylor College of Medicine.  As a result of certain claims pursued by parties to
the settlement agreement,  the Partnership received an additional and final cash
settlement payment totaling $916,666 in May 2000.

The General  Partners  have elected not to extend the  Partnership's  originally
scheduled termination date of December 31, 1998. The Managing General Partner is
working toward the ultimate  termination of the Partnership and will continue to
manage the Partnership  through the date of  termination,  which will occur when
all  liabilities  and  obligations  to  creditors  have been  satisfied  and all
investments  in portfolio  companies  have been sold,  distributed  or otherwise
disposed.

Funds  needed to cover  the  Partnership's  future  operating  expenses  will be
obtained  primarily  from existing  cash  reserves and interest from  short-term
investments.

Results of Operations

For the three months ended March 31, 2000,  the  Partnership  had a net realized
loss from  operations of $9,326.  For the three months ended March 31, 1999, the
Partnership  had a net realized gain from  operations  of $13,496.  Net realized
gain or loss from  operations is comprised of (i) net realized gain or loss from
portfolio  investments  and (ii) net  investment  income or loss  (interest  and
dividend income less operating expenses).

Realized Gains and Losses from Portfolio  Investments - The  Partnership  had no
realized gains or losses from its portfolio  investments during the three months
ended March 31, 2000. For three months ended March 31, 1999, the Partnership had
a $36,509 net realized gain from the sale of 10,000 common shares of KeraVision,
Inc. in the public market for net proceeds of $113,668.

Investment  Income and  Expenses - For the three months ended March 31, 2000 and
1999,  the  Partnership  had  a net  investment  loss  of  $9,326  and  $23,013,
respectively.  The $13,687  favorable change in net investment loss for the 2000
period  compared to the same period in 1999,  resulted from a $25,110 decline in
operating  expenses  offset by an  $11,423  decrease  in  interest  income.  The
decrease in interest  income,  resulted from the lower cash and cash equivalents
balances held during the 2000 period  compared to the same period in 1999.  Cash
balances were reduced as a result of the $4.3 million cash  distribution paid to
Partners in January 2000, as discussed above. The decrease in operating expenses
primarily  resulted from a $22,728  decrease in the management fee, as discussed
below.

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 paid  quarterly.  For the three  months ended March 31, 2000 and
1999, the management  fee was $2,525 and $25,253,  respectively.  The decline in
the management fee for the 2000 period  compared to the 1999 period reflects the
reduced  net  asset  value of the  Partnership,  resulting  from  the  continued
liquidation of the  Partnership's  portfolio  investments  and  subsequent  cash
distribution to Partners.
<PAGE>
Changes in Unrealized Appreciation or Depreciation of Portfolio Investments - As
discussed above, the Partnership' only remaining  portfolio  investment had a $0
cost and fair value as of March 31, 2000. As a result,  the  Partnership  had no
unrealized appreciation as of March 31, 2000 and had no change in net unrealized
appreciation for the three months ended March 31, 2000.

For the three  months  ended  March 31,  1999,  the  Partnership  had a $578,490
unfavorable  change in net unrealized  depreciation of  investments.  During the
quarter, the Partnership reduced the fair value of its portfolio  investments by
$512,524 due to a net downward revaluation of its publicly held securities as of
the  end  of  the  quarter.  Additionally,   during  the  quarter,  $65,966  was
transferred from unrealized gain to realized gain in connection with the sale of
10,000 shares of KeraVision, as discussed above.

Net Assets - Changes to net assets resulting from operations is comprised of (i)
net realized gains and losses from operations and (ii) changes to net unrealized
appreciation or depreciation of portfolio investments.

As of March 31, 2000, the Partnership's  net assets were $502,469,  reflecting a
decrease of $9,326 from net assets of $511,795  as of December  31,  1999.  This
change  resulted  from the  decrease in net assets  resulting  from  operations,
comprised of the $9,326 net  investment  loss for the  three-month  period ended
March 31, 2000.

As of March 31, 1999, the Partnership's net assets were $5,024,905, reflecting a
decrease of $564,994 from net assets of $5,589,899 as of December 31, 1998. This
change  represents the decrease in net assets  resulting from operations for the
three-month  period,  comprised  of  the  $578,490  unfavorable  change  in  net
unrealized  depreciation  of  investments  partially  offset by the  $13,496 net
realized gain from operations for the three-month period March 31, 1999.

The net asset value of the Partnership per $500 Unit, including an allocation of
net unrealized  depreciation  of  investments,  was $13 as of March 31, 2000 and
December 31, 1999. 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.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

The  Partnership  is subject to market risk arising from changes in the value of
its portfolio  investments  and  interest-bearing  cash  equivalents,  including
short-term securities,  which may result from fluctuations in interest rates and
equity  prices.  The  Partnership  has calculated its market risk related to its
holdings  of these  investments  based on changes in  interest  rates and equity
prices utilizing a sensitivity analysis.  The sensitivity analysis estimates the
hypothetical  change in fair values, cash flows and earnings based on an assumed
10% change  (increase  or  decrease)  in interest  rates and equity  prices.  To
perform the  sensitivity  analysis,  the assumed 10% change is applied to market
rates and prices on  investments  held by the  Partnership  as of the end of the
accounting period.

Market risk relating to the Partnership's remaining portfolio investment held as
of March 31, 2000 is considered to be immaterial.

As of March 31, 2000, the Partnership had no short-term investments.

Market risk relating to the Partnership's interest-bearing cash equivalents held
as of March 31, 2000 is also considered to be immaterial.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.
              -----------------

Not applicable.

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 period 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/        Gerald A. Rothstein

              Gerald A. Rothstein

              President and Principal Executive Officer

By:           /s/        Ann Oliveri Fusco

              Ann Oliveri Fusco

              Vice President and Principal Financial
                 and Accounting Officer

Date:    May 15, 2000


<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, 2000 AND IS QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS </LEGEND>

<S>                                                                          <C>
<PERIOD-TYPE>                                                              3-MOS
<FISCAL-YEAR-END>                                                    DEC-31-2000
<PERIOD-START>                                                       JAN-01-2000
<PERIOD-END>                                                         MAR-31-2000
<INVESTMENTS-AT-COST>                                                          0
<INVESTMENTS-AT-VALUE>                                                         0
<RECEIVABLES>                                                                963
<ASSETS-OTHER>                                                            15,500
<OTHER-ITEMS-ASSETS>                                                     537,605
<TOTAL-ASSETS>                                                           554,068
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                 51,599
<TOTAL-LIABILITIES>                                                       51,599
<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>                                                       0
<NET-ASSETS>                                                             554,068
<DIVIDEND-INCOME>                                                              0
<INTEREST-INCOME>                                                         22,714
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                            32,040
<NET-INVESTMENT-INCOME>                                                  (9,326)
<REALIZED-GAINS-CURRENT>                                                       0
<APPREC-INCREASE-CURRENT>                                                      0
<NET-CHANGE-FROM-OPS>                                                    (9,326)
<EQUALIZATION>                                                                 0
<DISTRIBUTIONS-OF-INCOME>                                                      0
<DISTRIBUTIONS-OF-GAINS>                                                       0
<DISTRIBUTIONS-OTHER>                                                          0
<NUMBER-OF-SHARES-REDEEMED>                                                    0
<SHARES-REINVESTED>                                                            0
<NUMBER-OF-SHARES-SOLD>                                                        0
<NET-CHANGE-IN-ASSETS>                                                   (9,326)
<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>                                                     507,132
<PER-SHARE-NAV-BEGIN>                                                      13.08
<PER-SHARE-NII>                                                           (0.24)
<PER-SHARE-GAIN-APPREC>                                                        0
<PER-SHARE-DIVIDEND>                                                           0
<PER-SHARE-DISTRIBUTIONS>                                                      0
<RETURNS-OF-CAPITAL>                                                           0
<PER-SHARE-NAV-END>                                                        12.84
<EXPENSE-RATIO>                                                                0



</TABLE>


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