SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 Or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period Ended March 31, 1995
Or
[ ] Transition Report Pursuant To Section 13 Or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 0-17198
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Oklahoma 73-1329487
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Meridian Tower, Suite 1060
5100 East Skelly Drive
Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (918) 663-2500
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>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 1995 (Unaudited) and December 31, 1994
Schedule of Portfolio Investments as of March 31, 1995 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 1995 and 1994
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
March 31, 1995 December 31,
(Unaudited) 1994
<S> <C> <C>
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $6,143,245 at
March 31, 1995 and $6,582,245 at December 31, 1994) $ 8,925,310 $ 10,506,209
Short-term investments, at amortized cost 1,995,667 597,738
Cash and cash equivalents 688,514 291,508
Accrued interest and other receivables 29,072 76,706
Receivable from securities sold (net of reserve for
contingent payments 208,835 -
------- -
TOTAL ASSETS $ 11,847,398 $ 11,472,161
= ========== = ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Cash distribution payable - Note 7 $ 2,049,600
Accounts payable 28,104 $ 26,710
Due to Management Company - Note 4 50,000 62,032
Due to Independent General Partners - Note 6 21,000 13,000
------ ------
Total liabilities 2,148,704 101,742
--------- -------
Partners' Capital:
Managing General Partner 89,662 74,464
Individual General Partners 3,465 2,878
Limited Partners (10,248 Units) 6,823,502 7,369,113
Unallocated net unrealized appreciation of investments - Note 2 2,782,065 3,923,964
--------- ---------
Total partners' capital 9,698,694 11,370,419
--------- ----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 11,847,398 $ 11,472,161
= ========== = ==========
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1995
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Americo Publishing, Inc.
<C> <C> <C> <C>
10% Demand Promissory Notes Feb. 1994 $ 225,000 $ 225,000
- --------------------------- --------- - ------- - -------
C.R. Anthony Company
275,317 shares of Common Stock Oct. 1992 600,191 600,191
- ------------------------------ --------- ------- -------
Data Critical Corp.*(B)(C)
1,312,500 shares of Preferred Stock April 1993 600,000 1,050,000
Warrant to purchase 875,000 shares of Common Stock
at $.40 per share, expiring 10/6/97 0 350,000
----------------------------------- - -------
Diagnetics, Inc.*(B)
314,807 shares of Preferred Stock April 1991 800,582 800,582
10,006 shares of Common Stock 13,028 13,028
- ----------------------------- ------ ------
Eckerd Corporation*(A)
15,491 shares of Common Stock July 1992 142,992 358,152
- ----------------------------- --------- ------- -------
Enerpro International, Inc.*
35,000 shares of Preferred Stock Aug. 1993 350,000 350,000
- -------------------------------- --------- ------- -------
Envirogen, Inc.(A)
150,000 shares of Common Stock Sept. 1991 525,000 264,450
90,000 Warrants to purchase 45,000 shares of Common
Stock at $5.20 per share, expiring 10/13/98 0 9,855
------------------------------------------- - -----
Excel Energy Technologies, Ltd.*(B)
16,304 shares of Preferred Stock Oct. 1993 500,000 339,375
17,336 shares of Common Stock 2,500 0
9% Debenture due 12/8/95 150,000 150,000
- ------------------------ ------- -------
Great Outdoors Publishing, Inc.*(B)
275,000 shares of Preferred Stock Aug. 1992 275,000 0
8% Demand Promissory Notes 50,000 0
- -------------------------- ------ -
Independent Gas Company Holdings, Inc.*
450 shares of Preferred Stock June 1993 450,000 450,000
4,786 shares of Common Stock 3,336 3,336
10% Promissory Note due 2/20/95 14,100 14,100
- ------------------------------- ------ ------
</TABLE>
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
March 31, 1995
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Silverado Foods, Inc.*(A)(B)
<C> <C> <C> <C>
683,181 shares of Common Stock June 1992 $ 520,000 $ 1,761,582
Warrant to purchase 22,500 shares of Common Stock
at $0.44 per share, expiring 1/19/98 0 48,116
Warrant to purchase 12,121 shares of Common Stock
at $8.25 per share, expiring 6/2/99 0 0
----------------------------------- - -
UroCor, Inc.*(B)
474,007 shares of Preferred Stock May 1991 921,305 2,137,332
Warrant to purchase 12,539 shares of Common Stock
at $4.30 per share, expiring 10/18/98 0 0
------------------------------------- - -
ZymeTx, Inc.
21,052 shares of Common Stock July 1994 211 211
- ----------------------------- --------- --- ---
TOTALS(D) $ 6,143,245 $ 8,925,310
= ========= = =========
</TABLE>
(A) Public company
(B) Qualifies as an "Oklahoma business venture" under Oklahoma law.
(C) During the quarter, Data Critical Corp. effected a 10-for-1 split of its
outstanding stock. As a result, the Partnership exchanged its 75,000 shares
of preferred stock and warrant to purchase 87,500 shares of common stock at
$4.00 per share for 750,000 shares of preferred stock and a warrant to
purchase 875,000 shares of common stock at $.40 per share. Additionally, in
February 1995, the Partnership exchanged $350,000 of Data Critical Corp.
promissory notes and $100,000 for 562,500 preferred shares of the company.
(D) In February 1995, the Partnership sold its investment in BACE
Manufacturing, Inc. for $2,208,087, of which $278,447 is being held in
escrow, the release of which is contingent upon certain future events. The
Partnership recorded a reserve of $69,612 relating to such contingencies.
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31,
<TABLE>
1995 1994
---- ----
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C>
Interest from short-term investments $ 18,879 $ 10,718
Interest and other income from portfolio investments 10,546 34,829
------ ------
Totals 29,425 45,547
------ ------
Expenses:
Management fee - Note 4 50,000 50,000
Professional fees 25,456 31,819
Independent General Partners' fees - Note 6 23,339 12,467
Mailing and printing 8,231 7,992
Amortization of deferred organizational costs - Note 2 - 2,386
Custodial fees 1,850 1,615
Miscellaneous 250 250
--- ---
Totals 109,126 106,529
------- -------
NET INVESTMENT LOSS (79,701) (60,982)
Net realized gain (loss) from portfolio investments 1,599,475 (146,000)
--------- --------
NET REALIZED GAIN (LOSS) FROM OPERATIONS
(allocable to Partners) - Note 3 1,519,774 (206,982)
Net change in unrealized appreciation of investments (1,141,899) 879,732
---------- -------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 377,875 $ 672,750
= ======= = =======
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,
<TABLE>
1995 1994
---- ----
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (79,701) $ (60,982)
Adjustments to reconcile net investment loss to cash
used for operating activities:
Amortization of deferred organizational costs - 2,386
Increase (decrease) in payables (2,638) 24,233
(Increase) decrease in accrued interest on short-term investments (8,782) 219
(Increase) decrease in receivables and other assets 21,347 (20,153)
------ -------
Cash used for operating activities (69,774) (54,297)
------- -------
CASH FLOWS PROVIDED FROM (USED FOR)
INVESTING ACTIVITIES
Purchase of portfolio investments (100,000) (433,596)
Net return (purchase) of short-term investments (1,389,147) 248,893
Proceeds from the sale of portfolio investments 1,955,927 -
--------- -
Cash provided from (used for) investing activities 466,780 (184,703)
------- --------
Increase (decrease) in cash and cash equivalents 397,006 (239,000)
Cash and cash equivalents at beginning of period 291,508 880,833
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 688,514 $ 641,833
= ======= = =======
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31,
<TABLE>
Unallocated
Managing Individual Net Unrealized
General General Limited Appreciation
Partner Partners Partners of Investments Total
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 74,464 $ 2,878 $ 7,369,113 $ 3,923,964 $ 11,370,419
Accrued cash distribution, paid
April 17, 1995 - Note 7 - - (2,049,600) - (2,049,600)
Net investment loss - Note 3 (797) (31) (78,873) - (79,701)
Net realized gain from portfolio
investments - Note 3 15,995 618 1,582,862 - 1,599,475
Net change in unrealized
appreciation of investments - - - (1,141,899) (1,141,899)
- - - ---------- ----------
Balance at end of period $ 89,662 $ 3,465 $ 6,823,502(A) $ 2,782,065 $ 9,698,694
= ====== = ===== = ========= = ========= = =========
</TABLE>
(A) The net asset value per unit of limited partnership interest, including
an assumed allocation of net unrealized appreciation of investments, was
$934. Additionally, the Partnership's first cash distribution to Limited
Partners of $200 per unit was paid on April 17, 1995.
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
ML Oklahoma Venture Partners, Limited Partnership (the "Partnership") was formed
on July 15, 1988 under the Revised Uniform Limited Partnership Act of the State
of Oklahoma. The Partnership's operations commenced on August 14, 1989. MLOK
Co., Limited Partnership, the managing general partner of the Partnership (the
"Managing General Partner"), is an Oklahoma limited partnership formed on July
15, 1988, the general partner of which is Merrill Lynch Venture Capital Inc.
(the "Management Company"), an indirect subsidiary of Merrill Lynch & Co., Inc.
The Partnership's objective is to achieve long-term capital appreciation by
making venture capital investments in new or developing companies, primarily
Oklahoma companies, and other special investment situations. The Partnership
does not engage in any other business or activity. The Partnership will
terminate on December 31, 1998, subject to the right of the Individual General
Partners to extend the term for up to two additional two-year periods.
2. Significant Accounting Policies
Valuation of Investments - Short-term investments are carried at amortized cost
which approximates market. Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Individual General Partners. The Managing General Partner determines the
fair value of its portfolio investments by applying consistent guidelines. The
fair value of public securities is adjusted to the average closing public market
price for the last five trading days of the quarter less an appropriate discount
for sales restrictions, the size of the Partnership's holdings and the public
market trading volume. Private securities are carried at cost until significant
developments affecting a portfolio investment provide a basis for change in
valuation. The fair value of private securities is adjusted 1) to reflect
meaningful third-party transactions in the private market or 2) to reflect
significant progress or slippage in the development of the company's business
such that cost is no longer reflective of fair value. As a venture capital
investment fund, the Partnership's portfolio investments involve a high degree
of business and financial risk that can result in substantial losses. The
Managing General Partner considers such risks in determining the fair value of
the Partnership's portfolio investments.
Investment Transactions - Investment transactions are recorded on the accrual
method. Portfolio investments are recorded on the trade date, the date the
Partnership obtains an enforceable right to demand the securities or payment
therefor. Realized gains and losses on investments sold are computed on a
specific identification basis.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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 appreciation of $2.8
million at March 31, 1995, which was recorded for financial statement purposes,
was not recognized for tax purposes.
Additionally, from inception to March 31, 1995, other timing differences
totaling $1.2 million relating to the 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.
Statements of Cash Flows - The Partnership considers its interest-bearing cash
account to be cash equivalents.
Organizational Costs - Organizational costs of $47,718 were amortized over a
sixty-month period which commenced August 14, 1989.
3. Allocation of Partnership Profits and Losses
Pursuant to the Partnership Agreement, profits from venture capital investments
are allocated to all Partners in proportion to their capital contributions until
all Partners have been allocated a 10% Priority Return from liquidated
investments. Profits in excess of this amount are allocated 30% to the Managing
General Partner and 70% to all Partners in proportion to their capital
contributions until the Managing General Partner has been allocated 20% of the
total profits from venture capital investments. Thereafter, profits from venture
capital investments are allocated 20% to the Managing General Partner and 80% to
all Partners in proportion to their capital contributions. Profits from other
sources are allocated to all Partners in proportion to their capital
contributions.
Losses are allocated to all Partners in proportion to their capital
contributions. However, if profits had been previously allocated in the 70-30 or
80-20 ratios as discussed above, then losses will be allocated in the reverse
order in which profits were allocated.
4. Related Party Transactions
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives a management fee at an annual rate
of 2.5% of the gross capital contributions to the Partnership, reduced by
selling commissions and organizational and offering expenses paid by the
Partnership, capital distributed and realized losses, with a minimum annual fee
of $200,000. Such fee is determined and paid quarterly.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
5. Limitation on Operating Expenses
The Management Company has undertaken to the Partnership that it will reduce its
management fee or otherwise reimburse the Partnership in order to limit the
annual operating expenses of the Partnership, exclusive of the management fee,
to an amount equal to $203,720.
6. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives $16,000 annually in quarterly
installments, $1,000 for each meeting of the General Partners attended, $1,000
for each committee meeting attended ($500 if a committee meeting is held on the
same day as a meeting of the General Partners) and $500 for meetings held by
telephone conference.
7. Cash Distribution
On March 16, 1995, the General Partners approved a cash distribution to the
Limited Partners totaling $2,049,600, or $200 per Unit. The distribution was
paid on April 17, 1995 to Limited Partners of record on March 31, 1995.
8. Interim Financial Statements
In the opinion of MLOK Co., Limited Partnership, the managing general partner of
the Partnership, the unaudited financial statements as of March 31, 1995, and
for the three month period then ended, reflect all adjustments necessary for the
fair presentation of the results of the interim periods.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
During the three months ended March 31, 1995, the Partnership received net cash
proceeds of $2 million from the sale of certain portfolio investments;
$1,929,640 from the sale of BACE Manufacturing Inc. and $26,287 from the 1994
sale of QuanTem Laboratories, Inc. As a result, on March 16, 1995, the General
Partners approved a cash distribution to Limited Partners totaling $2,049,600,
or $200 per $1,000 Unit. The distribution was paid on April 17, 1995 to Limited
Partners of record on March 31, 1995.
During the three months ended March 31, 1995, the Partnership made a $100,000
follow-on investment in Data Critical Corp. From August 14, 1989 (commencement
of operations) to March 31, 1995, the Partnership had invested $9 million in 18
portfolio companies, representing 98% of the original net proceeds to the
Partnership. The Partnership does not intend to purchase investments in any new
portfolio companies.
At March 31, 1995, the Partnership held $2.7 million of cash and short-term
investments; $2 million in short-term investments with maturities of less than
one year and $689,000 in an interest-bearing cash account. Interest earned on
such investments for the three months ended March 31, 1995 was $19,000. Interest
earned from short-term investments in future periods is subject to fluctuations
in short-term interest rates and changes in amounts available for investment in
such securities. As discussed above, $2 million of the $2.7 million of cash and
short-term investments was distributed to the Limited Partners in April 1995.
Funds needed to cover the Partnership's operating expenses and any future
follow-on investments in existing companies will be obtained from existing cash
reserves, interest and other investment income and proceeds from the sale of
portfolio investments.
Results of Operations
For the three months ended March 31, 1995 and 1994, the Partnership had a net
realized gain from operations of $1.5 million and a net realized loss from
operations of $207,000, respectively. Net realized gain or loss from operations
is comprised of 1) net realized gain or loss from portfolio investments and 2)
net investment income or loss (interest and dividend income less operating
expenses).
Realized Gains and Losses from Portfolio Investments - For the three months
ended March 31, 1995, the Partnership had a $1.6 million net realized gain from
portfolio investments. In February 1995, the Partnership sold its investment in
BACE Manufacturing, Inc. in a private transaction for $2,208,087, of which
$278,447 is being held in escrow. The Partnership recorded a $69,612 reserve for
contingencies on the escrow funds, which resulted in the recognition of a
$1,599,475 realized gain from this transaction for the period.
During the three months ended March 31, 1994, the Partnership had a $146,000 net
realized loss relating to the write-off of its remaining investment in Symex
Corp.
Investment Income and Expenses - For the three months ended March 31, 1995 and
1994, the Partnership had a net investment loss of $80,000 and $61,000,
respectively. The increase in net investment loss for the 1995 period compared
to the 1994 period primarily is due to a decrease in interest and other income
earned from portfolio investments which totaled $11,000 and $35,000 for the
three months ended March 31, 1995 and 1994, respectively. This decrease is due
to a reduction in amounts invested in interest bearing debt securities of
portfolio companies during the 1995 period compared to the 1994 period.
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives a management fee of 2.5% of the
gross capital contributions to the Partnership, reduced by selling commissions
and organizational and offering expenses paid by the Partnership, capital
distributed and realized losses, with a minimum fee of $200,000 annually. Such
fee is determined and paid quarterly. The management fee for the three months
ended March 31, 1995 and 1994 was $50,000 for each period. The management fee
will remain fixed at $50,000 per quarter until the termination of the
Partnership. To the extent possible, the management fee and other expenses
incurred directly by the Partnership are paid with funds provided from
operations. Funds provided from operations for the period resulted from interest
and other investment income and proceeds received from the sale of certain
portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Portfolio Investments - For the three months ended March 31,
1995, the Partnership had a $250,000 net unrealized gain from its portfolio
investments primarily resulting from the upward revaluation of its investment in
Data Critical Corp. Additionally for the three month period, $1.4 million was
transferred from unrealized gain to realized gain due to the sale of BACE
Manufacturing, as discussed above. The $1.4 million transfer from unrealized
gain to realized gain partially offset by the $250,000 net unrealized gain
resulted in a $1.1 million decrease to net unrealized appreciation of
investments for the three month period.
For the three months ended March 31, 1994, the Partnership had a $734,000
unrealized gain primarily resulting from the upward revaluation of its
investment in UroCor, Inc. (formerly CytoDiagnostics, Inc.). Additionally for
the three month period, the Partnership transferred $146,000 from unrealized
loss to realized loss relating to the write-off of Symex, as discussed above.
The $734,000 net unrealized gain and the $146,000 transfer from unrealized loss
to realized loss resulted in a $880,000 increase to net unrealized appreciation
of investments for the three month period.
Net Assets - Changes to net assets resulting from operations are comprised of 1)
net realized gain or loss from operations and 2) changes to net unrealized
appreciation of portfolio investments.
For the three months ended March 31, 1995, the Partnership had a $378,000
increase in net assets resulting from operations comprised of the $1.5 million
net realized gain from operations offset by the $1.1 million decrease in
unrealized appreciation of investments for the period. At March 31, 1995, the
Partnership's net assets were $9.7 million, down $1.7 million from $11.4 million
at December 31, 1994. This decrease was a result of the $2,049,600 accrued cash
distribution paid to Limited Partners in April 1995 partially offset by the
$378,000 increase in net assets resulting from operations for the three month
period.
At March 31, 1994, the Partnership's net assets were $9 million, an increase of
$673,000 from $8.4 million at December 31, 1993. This increase resulted from the
$880,000 increase in net unrealized appreciation of investments offset by the
$207,000 net realized loss from operations for the three month period.
Gains or losses from investments are allocated to the Partners' capital accounts
when realized in accordance with the Partnership Agreement (see Note 3 of Notes
to Financial Statements). However, for purposes of calculating the net asset
value per unit of limited partnership interest, net unrealized appreciation or
depreciation of investments has been included as if the net appreciation had
been realized and allocated to the Limited Partners in accordance with the
Partnership Agreement. Pursuant to such calculation, the net asset value per
$1,000 Unit at March 31, 1995 and December 31, 1994 was $934 and $1,098,
respectively.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the quarter covered
by this report.
Item 5. Other Information.
During the quarter, Data Critical Corp. effected a 10-for-1 split of its
outstanding stock. As a result, the Partnership exchanged its 75,000 shares of
preferred stock and warrant to purchase 87,500 shares of common stock at $4.00
per share for 750,000 shares of preferred stock and a warrant to purchase
875,000 shares of common stock at $.40 per share. Additionally, in February
1995, the Partnership exchanged $350,000 of Data Critical Corp. promissory notes
and $100,000 for 562,500 preferred shares of the company.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
<TABLE>
<S> <C> <C> <C>
(3) (a) Amended and Restated Certificate of Limited Partnership of the Partnership dated as of November
29, 1988.*
(b) Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November
29, 1988.*
(c) Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 14,
1989.**
(10) Management Agreement dated as of November 29, 1988 between the Partnership and the Management
Company.*
(27) Financial Data Schedule.
(28) (a) Prospectus of the Partnership dated December
1, 1988 filed with the Securities and Exchange
Commission pursuant to Rule 497 (b) under the
Securities Act of 1933, as supplemented by a
supplement dated April 25, 1989 filed pursuant to
Rule 497 (d) under the Securities Act of 1933.***
(b) No reports on Form 8-K have been filed during the quarter for which this report is filed.
</TABLE>
- ------------------------------
* Incorporated by reference to the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1988 filed with the
Securities and Exchange Commission on April 3, 1989.
** Incorporated by reference to the Partnership's Quarterly Report on Form
10-Q for the quarter ended September 30, 1989 filed with the Securities
and Exchange Commission on November 14, 1989.
*** Incorporated by reference to the Partnership's Quarterly Report on Form
10-Q for the quarter ended June 30, 1989 filed with the Securities and
Exchange Commission on May 15, 1989.
<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.
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
By: MLOK Co., Limited Partnership
its Managing General Partner
By: Merrill Lynch Venture Capital Inc.
its General Partner
By: /s/ Kevin K. Albert
Kevin K. Albert
President
(Principal Executive Officer)
By: /s/ Joseph W. Sullivan
Joseph W. Sullivan
Treasurer
(Principal Financial and Accounting Officer)
Date: May 11, 1995
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ML OKLAHOMA
VENTURE PARTNERS, LIMITED PARTNERSHIP'S QUARTERLY REPORT ON FORM 10-Q FOR THE
PERIOD ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 6,143,245
<INVESTMENTS-AT-VALUE> 8,925,310
<RECEIVABLES> 237,907
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 2,684,181
<TOTAL-ASSETS> 11,847,398
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,148,704
<TOTAL-LIABILITIES> 2,148,704
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</TABLE>
