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 September 30, 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
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(Exact name of registrant as specified in its charter)
Oklahoma 73-1329487
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(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
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(Address of principal executive offices) (Zip Code)
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 September 30, 1995 (Unaudited) and December 31, 1994
Schedule of Portfolio Investments as of September 30, 1995 (Unaudited)
Statements of Operations for the Three and Nine Months Ended September 30, 1995
and 1994 (Unaudited)
Statements of Cash Flows for the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
Statement of Changes in Partners' Capital for the Nine Months Ended September
30, 1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
September 30, 1995 December 31,
(Unaudited) 1994
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $6,099,153 at
September 30, 1995 and $6,582,245 at December 31, 1994) $ 9,525,475 $ 10,506,209
Short-term investments, at amortized cost 799,488 597,738
Cash and cash equivalents 277,767 291,508
Accrued interest and other receivables 49,609 50,419
Receivable from securities sold 39,344 26,287
---------------- ----------------
TOTAL ASSETS $ 10,691,683 $ 11,472,161
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Cash distribution payable - Note 7 $ 539,289
Accounts payable 22,516 $ 26,710
Due to Management Company - Note 4 58,956 62,032
Due to Independent General Partners - Note 6 18,000 13,000
---------------- ----------------
Total liabilities 638,761 101,742
---------------- ----------------
Partners' Capital:
Managing General Partner 66,265 74,464
Individual General Partners 2,562 2,878
Limited Partners (10,248 Units) 6,557,773 7,369,113
Unallocated net unrealized appreciation of investments - Note 2 3,426,322 3,923,964
---------------- ----------------
Total partners' capital 10,052,922 11,370,419
---------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 10,691,683 $ 11,472,161
================ ================
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
September 30, 1995
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
<C> <C> <C> <C>
Americo Publishing, Inc.
10% Demand Promissory Note Feb. 1994 $ 225,000 $ 112,500
8% Demand Promissory Note 30,000 15,000
9% Demand Promissory Notes 59,000 54,500
- -------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company
275,317 shares of Common Stock Oct. 1992 600,191 600,191
- -------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
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
- -------------------------------------------------------------------------------------------------------------------------------
Enerpro International, Inc.*
35,000 shares of Preferred Stock Aug. 1993 350,000 350,000
- -------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)(C)
150,000 shares of Common Stock Sept. 1991 525,000 581,250
- -------------------------------------------------------------------------------------------------------------------------------
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.*(D)
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 11/2/95 14,100 14,100
- -------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.*(A)(B)(E)
705,681 shares of Common Stock June 1992 529,900 2,262,590
Warrant to purchase 12,121 shares of Common Stock
at $8.25 per share, expiring 6/2/99 0 0
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - continued
September 30, 1995
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
<C> <C> <C> <C>
UroCor, Inc.*(B)
474,007 shares of Preferred Stock May 1991 $ 921,305 $ 2,370,035
Warrant to purchase 12,539 shares of Common Stock
at $4.30 per share, expiring 10/18/98 0 8,777
- -------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.
21,052 shares of Common Stock July 1994 211 211
- -------------------------------------------------------------------------------------------------------------------------------
Totals(F) $ 6,099,153 $ 9,525,475
===================================
</TABLE>
(A) Public company
(B) Qualifies as an "Oklahoma business venture" under Oklahoma law.
(C) In September 1995, the Partnership sold its 90,000 warrants to purchase
common stock of Envirogen, Inc. for $39,344, realizing a gain of $39,344.
(D) During September 1995, the Partnership agreed to extend the maturity date
of its promissory note due from Independent Gas Company Holdings, Inc. to
November 2, 1995.
(E) In July 1995, the Partnership exercised its warrant to purchase 22,500
shares of Silverado Foods, Inc. common stock for $9,900, or $0.44 per
share.
(F) In July 1995, the Partnership sold its 15,491 shares of Eckerd Corporation
common stock for $479,911, realizing a gain of $336,919.
* 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)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
------------- ------------ -------------- ---------
<S> <C> <C> <C> <C>
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 10,150 $ 9,295 $ 39,333 $ 29,339
Interest and other income from portfolio investments 11,081 63,329 31,685 128,408
------------- ------------ -------------- ---------------
Totals 21,231 72,624 71,018 157,747
------------- ------------ -------------- ---------------
Expenses:
Management fee - Note 4 50,000 50,000 150,000 150,000
Professional fees 4,958 4,455 58,913 45,455
Independent General Partners' fees - Note 6 18,503 15,359 56,912 39,826
Mailing and printing 3,431 4,187 13,636 15,819
Amortization of deferred organizational costs
- Note 2 - 1,192 - 5,964
Custodial fees 1,294 1,725 4,747 4,625
Miscellaneous 920 10 1,170 1,180
------------- ------------ -------------- ---------------
Totals 79,106 76,928 285,378 262,869
------------- ------------ -------------- ---------------
NET INVESTMENT LOSS (57,875) (4,304) (214,360) (105,122)
Net realized gain (loss) from portfolio investments 383,919 - 1,983,394 (225,511)
------------- ------------ -------------- ---------------
NET REALIZED GAIN (LOSS) FROM
OPERATIONS (allocable to Partners) - Note 3 326,044 (4,304) 1,769,034 (330,633)
Net change in unrealized appreciation of investments 221,280 117,995 (497,642) 4,197,205
------------- ------------ -------------- ---------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 547,324 $ 113,691 $ 1,271,392 $ 3,866,572
============= ============ ============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30,
<TABLE>
1995 1994
-------------- --------
<S> <C> <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES
Net investment loss $ (214,360) $ (105,122)
Adjustments to reconcile net investment loss to cash used for
operating activities:
Amortization of deferred organizational costs - 5,964
Decrease in payables (2,270) (23,975)
Increase in accrued interest on short-term investments (2,187) (670)
(Increase) decrease in receivables 810 (913)
-------------- -------------
Cash used for operating activities (218,007) (124,716)
-------------- -------------
CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Cost of portfolio investments purchased (198,900) (921,278)
Proceeds from the sale of portfolio investments 2,652,329 22,664
Net return (purchase) of short-term investments (199,563) 249,495
Repayment of investment in notes - 280,000
-------------- -------------
Cash provided from (used for) investing activities 2,253,866 (369,119)
-------------- -------------
CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distribution to Limited Partners (2,049,600) -
-------------- -------------
Decrease in cash and cash equivalents (13,741) (493,835)
Cash and cash equivalents at beginning of period 291,508 880,833
-------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 277,767 $ 386,998
============== =============
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Nine Months Ended September 30, 1995
<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
Cash distribution, paid
April 17, 1995 - - (2,049,600) - (2,049,600)
Accrued cash distribution,
paid October 19, 1995 (25,889) (1,000) (512,400) - (539,289)
Net investment loss (2,144) (82) (212,134) - (214,360)
Net realized gain from portfolio
investments 19,834 766 1,962,794 - 1,983,394
Net change in unrealized
appreciation of investments - - - (497,642) (497,642)
---------- -------- ------------- ------------- ----------------
Balance at end of period $ 66,265 $ 2,562 $ 6,557,773(A) $ 3,426,322 $ 10,052,922
========== ======== ============= ============= ================
</TABLE>
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation of investments, is $971.
Additionally, cumulative cash distributions, paid or approved to be paid,
to Limited Partners total $250 per unit as of September 30, 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 $3.4
million at September 30, 1995, which was recorded for financial statement
purposes, was not recognized for tax purposes.
Additionally, from inception to September 30, 1995, other timing differences
totaling $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 Distributions
In September 1995, the General Partners approved a cash distribution to Partners
totaling $539,289; $512,400, or $50 per Unit, to the Limited Partners and
$26,889 to the General Partners. The distribution was paid on October 19, 1995
to Limited Partners of record on September 30, 1995. Additionally, on April 17,
1995, the Partnership made a cash distribution totaling $2,049,600, or $200 per
Unit, to Limited Partners of record on March 31, 1995. These distributions
primarily represent proceeds received from the sale of the Partnership's
investments in BACE Manufacturing Inc. and Eckerd Corporation. At September 30,
1995, cumulative cash distributions paid or approved to be paid, to Partners
total $2,588,889; $2,562,000, or $250 per Unit, to the Limited Partners and
$26,889 to the General Partners.
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 September 30, 1995,
and for the three and nine month periods then ended, reflect all adjustments
necessary for the fair presentation of the results of the interim 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 September 30, 1995, the Partnership made follow-on
investments of $50,000 in Americo Publishing, Inc. and $9,900 in Silverado
Foods, Inc. From August 14, 1989 (commencement of operations) to September 30,
1995, the Partnership had invested $9.1 million in 18 portfolio companies,
representing 99% of the original net proceeds to the Partnership. The
Partnership does not intend to purchase investments in any new portfolio
companies.
At September 30, 1995, the Partnership held $1.1 million in cash and cash
equivalents comprised of $799,000 in short-term securities with maturities of
less than one year and $278,000 in an interest-bearing cash account. Interest
earned on cash and short-term investments for the three months ended September
30, 1995 was $10,000. 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.
On September 15, 1995, the General Partners approved a cash distribution to
Partners totaling $539,289; $512,400, or $50 per Unit, to the Limited Partners
and $26,889 to the General Partners. The distribution was paid on October 19,
1995 to Limited Partners of record on September 30, 1995.
Funds needed to cover the Partnership's operating expenses and any future
follow-on investments in existing portfolio 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 and nine months ended September 30, 1995, the Partnership had a
net realized gain from operations of $326,000 and $1,769,000, respectively. For
the three and nine months ended September 30, 1994, the Partnership had a net
realized loss from operations of $4,000 and $331,000, 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 income less
operating expenses).
Realized Gains and Losses from Portfolio Investments - For the three and nine
months ended September 30, 1995, the Partnership had a net realized gain from
portfolio investments of $384,000 and $1,983,000, respectively. During July
1995, the Partnership sold its 15,491 shares of Eckerd Corporation common stock
for $480,000, realizing a gain of $337,000, and in September 1995, the
Partnership sold its remaining 90,000 warrants to purchase common stock of
Envirogen, Inc. for $39,000, realizing a gain of $39,000. In August 1995, the
Partnership received a payment of $216,000 relating to its sale of Bace
Manufacturing, Inc. in February 1995. This payment resulted in a realized gain
of $8,000. The Partnership had recognized a $1.6 million gain from the sale of
its investment in BACE Manufacturing in February 1995.
There were no realized gains or losses from portfolio investments for the three
months ended September 30, 1994. For the nine months ended September 30, 1994,
the Partnership had a $226,000 net realized loss from portfolio investments. In
June 1994, the Partnership sold its investment in Sports Tactics International,
Inc. in a private transaction for $17,000, realizing a loss of $83,000. Also
during June 1994, the Partnership sold 10,000 common stock warrants of
Envirogen, Inc. in the public market for $6,000, realizing a gain of $6,000.
Additionally, the Partnership's warrants to purchase common stock of C.R.
Anthony Company expired in June 1994 resulting in a realized loss of $2,000.
During the three months ended March 31, 1994, the Partnership realized a
$146,000 loss from the write-off of its remaining investment in Symex Corp.
Investment Income and Expenses - For the three months ended September 30, 1995
and 1994, the Partnership had a net investment loss of $58,000 and $4,000,
respectively. For the nine months ended September 30, 1995 and 1994, the
Partnership had a net investment loss $214,000 and $105,000, respectively. The
increase in net investment loss for the 1995 periods compared to the 1994
periods primarily was due to a decrease in interest and other income earned from
portfolio investments which totaled $11,000 and $63,000 for the three months
ended September 30, 1995 and 1994, respectively, and $32,000 and $128,000 for
the nine months ended September 30, 1995 and 1994, respectively. Such decreases
were due to a reduction in amounts invested in income producing securities of
portfolio companies during the 1995 periods compared to the same periods in
1994. Additionally, for the nine months ended September 30, 1995, the
Partnership's operating expenses increased $23,000 compared to the same period
in 1994. Such increases primarily resulted from an increase in Independent
General Partners' fees and legal expenses incurred during the nine month period.
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. The Management Company
receives a management fee of $200,000 annually. As a result, the management fee
for the three months ended September 30, 1995 and 1994 was $50,000 for each
period and the management fee for the nine months ended September 30, 1995 and
1994 was $150,000 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 nine months ended September 30,
1995, the Partnership had a net unrealized gain of $1.2 million from its
portfolio investments primarily resulting from the upward revaluation of its
investments in Data Critical Corp. and Envirogen, Inc. Additionally for the nine
month period, $1.7 million was transferred from unrealized gain to realized gain
due to the sale of BACE Manufacturing and Eckerd, as discussed above. The $1.7
million transfer from unrealized gain to realized gain partially offset by the
$1.2 million net unrealized gain resulted in a $498,000 decrease to net
unrealized appreciation of investments for the nine month period.
For the nine months ended September 30, 1994, the Partnership had a $4 million
net unrealized gain primarily resulting from the upward revaluation of its
investment in Silverado Foods, Inc. as a result of the company's August 1994
initial public offering. Additionally for the nine month period, $242,000 was
transferred from unrealized loss to realized loss primarily relating to the sale
and write-off of Sports Tactics and Symex, as discussed above. The $4 million
unrealized gain and the $242,000 transfer from unrealized loss to realized loss
resulted in a $4.2 million increase in net unrealized appreciation of
investments for the nine 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.
At September 30, 1995, the Partnership's net assets were $10.1 million, down
$1.3 million from $11.4 million at December 31, 1994. This decrease resulted
from the $2,050,000 cash distribution paid to Limited Partners in April 1995 and
the accrued cash distribution of $539,000 paid to Partners in October 1995,
which more than offset the $1.3 million increase in net assets resulting from
operations for the nine month period. The increase in net assets from operations
for the nine month period ended September 30, 1995 resulted from the $1,769,000
net realized gain from operations offset by the $498,000 net decrease in
unrealized appreciation of investments for the nine month period, as discussed
above.
At September 30, 1994, the Partnership's net assets were $12.2 million, an
increase of $3.9 million from $8.4 million at December 31, 1993. This increase
resulted from the increase in net assets from operations for the nine month
period ended September 30, 1994, comprised of the $4.2 million increase in net
unrealized appreciation of investments partially offset by the $331,000 net
realized loss from operations for the nine month period, as discussed above.
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 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 September
30, 1995 and December 31, 1994 was $971 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.
In July 1995, the Partnership exercised its warrants to purchase 22,500 shares
of Silverado Foods, Inc. common stock for $9,900, or $.44 per share.
In August 1995, the Partnership invested $50,000 in an additional 9% demand note
of Americo Publishing, Inc.
<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.*
</TABLE>
(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.
- ------------------------------
* 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 March 31, 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/ Diane T. Herte
Diane T. Herte
Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date: November 13, 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 SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 6,099,153
<INVESTMENTS-AT-VALUE> 9,525,475
<RECEIVABLES> 88,953
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,077,255
<TOTAL-ASSETS> 10,691,683
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
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<TOTAL-LIABILITIES> 638,761
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<ACCUM-APPREC-OR-DEPREC> 3,426,322
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<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 71,018
<OTHER-INCOME> 0
<EXPENSES-NET> 285,378
<NET-INVESTMENT-INCOME> (214,360)
<REALIZED-GAINS-CURRENT> 1,983,394
<APPREC-INCREASE-CURRENT> (497,642)
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 780,478
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