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 June 30, 1996
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)
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
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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 June 30, 1996 (Unaudited) and December 31, 1995
Schedule of Portfolio Investments as of June 30, 1996 (Unaudited)
Statements of Operations for the Three and Six Months Ended June 30, 1996 and
1995 (Unaudited)
Statements of Cash Flows for the Six Months Ended June 30, 1996 and 1995
(Unaudited)
Statement of Changes in Partners' Capital for the Six Months Ended June 30, 1996
(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>
June 30, 1996 December 31,
(Unaudited) 1995
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $5,487,960 at
<S> <C> <C> <C> <C> <C> <C> <C>
June 30, 1996 and $5,787,960 at December 31, 1995) $ 10,723,126 $ 8,762,012
Short-term investments, at amortized cost 799,764 249,327
Cash and cash equivalents 150,949 261,310
Receivable from securities sold 50,528 -
Accrued interest and other receivables 52,104 44,653
--------------- ----------------
TOTAL ASSETS $ 11,776,471 $ 9,317,302
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 46,826 $ 39,353
Due to Management Company - Note 4 63,455 69,423
Due to Independent General Partners - Note 6 14,000 15,000
--------------- ----------------
Total liabilities 124,281 123,776
--------------- ----------------
Partners' Capital:
Managing General Partner 64,170 62,194
Individual General Partners 2,482 2,405
Limited Partners (10,248 Units) 6,350,372 6,154,875
Unallocated net unrealized appreciation of investments - Note 2 5,235,166 2,974,052
--------------- ----------------
Total partners' capital 11,652,190 9,193,526
--------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 11,776,471 $ 9,317,302
=============== ================
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
June 30, 1996
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Americo Publishing, Inc.
<C> <C> <C> <C>
10% Demand Promissory Note Feb. 1994 $ 225,000 $ 112,500
8% Demand Promissory Note 30,000 15,000
9% Demand Promissory Notes 109,000 104,500
- -------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company(A)(C)
275,317 shares of Common Stock Oct. 1992 600,191 602,256
- -------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
637,500 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)(D)
314,807 shares of Preferred Stock April 1991 756,095 756,095
44,227 shares of Common Stock 57,515 57,515
- -------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)
150,000 shares of Common Stock Sept. 1991 525,000 496,950
- -------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
3,492 shares of Preferred Stock Oct. 1993 663,907 333,204
17 shares of Common Stock 2,500 0
- -------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.*
464 shares of Preferred Stock June 1993 464,000 464,000
5,192 shares of Common Stock 3,336 3,336
- -------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.*(A)(B)
705,681 shares of Common Stock June 1992 529,900 1,753,441
Warrant to purchase 12,121 shares of Common Stock
at $8.25 per share, expiring 6/2/99 0 0
- -------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.*(A)(B)(E)
496,635 shares of Common Stock May 1991 921,305 4,562,834
Warrant to purchase 12,539 shares of Common Stock
at $4.30 per share, expiring 10/18/98 0 61,284
- -------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.
21,052 shares of Common Stock July 1994 211 211
- -------------------------------------------------------------------------------------------------------------------------------
Totals(F) $ 5,487,960 $ 10,723,126
===================================
</TABLE>
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) - Continued
June 30, 1996
(A) Public company
(B) Qualifies as an "Oklahoma business venture" under Oklahoma law.
(C) During the quarter, C.R. Anthony Company completed its initial public
offering.
(D) The Partnership received 11,407 shares of Diagnetics, Inc. common stock as
a result of a stock distribution made by the company in May 1996.
(E) In May 1996, UroCor completed its initial public offering at $11.00 per
share. In connection with the offering, the Partnership exchanged its
474,007 shares of preferred stock for 496,635 common shares of the company.
(F) In May 1996, Enerpro International, Inc. was acquired by Energy Ventures,
Inc. ("EVI"), a public company. In exchange for its Enerpro holdings, the
Partnership received 24,500 shares of EVI common stock. During the quarter,
the Partnership sold its EVI shares for $737,867 of which $72,183 remains
in escrow, the release of which is contingent upon certain events. The
Partnership has recorded a reserve of $21,655 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)
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
--------------- ------------ -------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C> <C> <C>
Interest from short-term investments $ 6,800 $ 10,304 $ 12,857 $ 29,183
Interest and other income from portfolio
investments 629 10,058 8,782 20,604
--------------- ------------ -------------- -------------
Totals 7,429 20,362 21,639 49,787
--------------- ------------ -------------- -------------
Expenses:
Management fee - Note 4 50,000 50,000 100,000 100,000
Professional fees 25,424 28,499 45,498 53,955
Independent General Partners' fees - Note 6 14,363 15,070 29,816 38,409
Mailing and printing 6,894 1,974 11,714 10,205
Custodial fees 1,340 1,603 2,865 3,453
Miscellaneous 14 - 408 250
--------------- ------------ -------------- -------------
Totals 98,035 97,146 190,301 206,272
--------------- ------------ -------------- -------------
NET INVESTMENT LOSS (90,606) (76,784) (168,662) (156,485)
Net realized gain from portfolio investments 366,212 - 366,212 1,599,475
--------------- ------------ -------------- -------------
NET REALIZED GAIN (LOSS) FROM
OPERATIONS (allocable to Partners) - Note 3 275,606 (76,784) 197,550 1,442,990
Net change in unrealized appreciation of
investments 2,091,777 422,977 2,261,114 (718,922)
--------------- ------------ -------------- -------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 2,367,383 $ 346,193 $ 2,458,664 $ 724,068
=============== ============ ============== =============
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30,
<TABLE>
1996 1995
------------- --------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (168,662) $ (156,485)
Adjustments to reconcile net investment loss to cash
used for operating activities:
Increase (decrease) in payables, net 505 (17,042)
(Increase) decrease in accrued interest on short-term investments (2,312) 885
(Increase) decrease in receivables (7,551) 11,591
------------- -------------
Cash used for operating activities (178,020) (161,051)
------------- -------------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Cost of portfolio investments purchased (50,000) (139,000)
Proceeds from the sale of portfolio investments 665,784 1,955,927
Net return (purchase) of short-term investments (548,125) 596,853
------------- -------------
Cash provided from investing activities 67,659 2,413,780
------------- -------------
CASH FLOWS FOR FINANCING ACTIVITIES
Cash distribution to Limited Partners - (2,049,600)
------------- -------------
Increase (decrease) in cash and cash equivalents (110,361) 203,129
Cash and cash equivalents at beginning of period 261,310 291,508
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 150,949 $ 494,637
============= =============
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Six Months Ended June 30, 1996
<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 $ 62,194 $ 2,405 $ 6,154,875 $ 2,974,052 $ 9,193,526
Net investment loss (1,687) (64) (166,911) - (168,662)
Net realized gain from portfolio
investments 3,663 141 362,408 - 366,212
Net change in unrealized
appreciation of investments - - - 2,261,114 2,261,114
---------- -------- ------------- ------------- ----------------
Balance at end of period $ 64,170 $ 2,482 $ 6,350,372(A) $ 5,235,166 $ 11,652,190
========== ======== ============= ============= ================
</TABLE>
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation of investments, was
$1,125. Each unit of limited partnership interest represents an initial
capital contribution of $1,000. Additionally, cumulative cash distributions
paid to Limited Partners total $250 per unit as of June 30, 1996.
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 closing public market price
for the last trading day of the accounting period 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.
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.
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 $5.2
million at June 30, 1996, which was recorded for financial statement purposes,
was not recognized for tax purposes. Additionally, from inception to June 30,
1996, 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 is responsible for 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. Portfolio Investments
As of June 30, 1996, the Partnership's investments were categorized as follows:
<TABLE>
% of
Type of Investments Cost Fair Value Net Assets*
- ------------------- --------------- --------------- -----------
<S> <C> <C> <C>
Common Stock $ 2,625,129 $ 7,872,998 68%
Preferred Stock 2,498,831 2,618,128 22%
Debt Securities 364,000 232,000 2%
--------------- --------------- -------
$ 5,487,960 $ 10,723,126 92%
=============== =============== =======
Country/Geographic Region
Oklahoma $ 3,998,558 $ 9,391,709 81%
Non-Oklahoma 1,489,402 1,331,417 11%
--------------- --------------- -------
$ 5,487,960 $ 10,723,126 92%
=============== =============== =======
Industry
Publishing $ 364,000 $ 232,000 2%
Retail - Apparel 600,191 602,256 5%
Food Manufacturing & Distribution 529,900 1,753,441 15%
Energy/Natural Gas 1,133,743 800,540 7%
Data Communications 600,000 1,400,000 12%
Environmental Technology 525,000 496,950 4%
Healthcare/Biotechnology 921,516 4,624,329 40%
Measurement Instrumentation 813,610 813,610 7%
--------------- --------------- -------
$ 5,487,960 $ 10,723,126 92%
=============== =============== =======
</TABLE>
* Percentage of net assets is based on fair value.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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 June 30, 1996, and for
the three and six month periods 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
During the three months ended June 30, 1996, the Partnership received proceeds
from the sale of portfolio investments totaling $666,000. Also during the three
months ended June 30, 1996, the Partnership invested $50,000 in Americo
Publishing, Inc., an existing portfolio company. From August 14, 1989
(commencement of operations) to June 30, 1996, the Partnership had invested $9.2
million in 18 portfolio companies, representing 99% of the original net proceeds
to the Partnership.
At June 30, 1996, the Partnership held $800,000 in short-term investments with
maturities of less than one year and $151,000 in an interest-bearing cash
account. For the quarter ended June 30, 1996, the Partnership earned $7,000 of
interest income from such investments. Interest earned from such investments in
future periods is subject to fluctuations in short-term interest rates and
amounts available for investment in short-term securities.
The Partnership will not purchase any new portfolio investments and, in general,
will distribute to Partners all proceeds received from the sale of its existing
portfolio investments as soon as practicable after receipt, after an adequate
reserve for future operating expenses and follow-on investments in existing
companies. Funds needed to cover future operating expenses and follow-on
investments is expected to 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 six months ended June 30, 1996, the Partnership had a net
realized gain from operations of $276,000 and $198,000, respectively. For the
three and six months ended June 30, 1995, the Partnership had a net realized
loss from operations of $77,000 and a net realized gain from operations of $1.4
million, 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 and six
months ended June 30, 1996, the Partnership had a $366,000 realized gain from
portfolio investments. In May 1996, Enerpro International, Inc. merged with
Energy Ventures, Inc. ("EVI"), a public company. In connection with the merger,
the Partnership received 24,500 shares of EVI common stock for its Enerpro
holdings. The Partnership sold such shares in the public market during May 1996
for $738,000 of which $72,000 remains in escrow, the release of which is
contingent upon certain events. The Partnership recorded a reserve of $22,000
relating to such contingencies. The Partnership recorded a $366,000 realized
gain during the quarter in connection with this transaction.
The Partnership had no realized gains or losses for the three months ended June
30, 1995. For the six months ended June 30, 1995, the Partnership recognized a
$1.6 million gain resulting from the sale of its investment in BACE
Manufacturing, Inc.
completed in February 1995.
Investment Income and Expenses - For the three months ended June 30, 1996 and
1995, the Partnership had a net investment loss of $91,000 and $77,000,
respectively. The increase in net investment loss for the 1996 period compared
to the 1995 period primarily resulted from a $9,000 decrease in interest and
other income from portfolio investments.
For the six months ended June 30, 1996 and 1995, the Partnership had a net
investment loss of $169,000 and $156,000, respectively. The increase in net
investment loss for the six months ended June 30, 1996 primarily resulted from a
$28,000 decline in investment income partially offset by a $16,000 decline in
operating expenses. The decline in investment income included a $16,000 decrease
in interest earned from short-term investments resulting from a reduction in
funds available for investment in such securities during the 1996 period. Also
contributing to the decline in investment income was a $12,000 decrease in
interest and other income from portfolio investments resulting from a reduction
in the amount of interest bearing securities in the Partnership's portfolio
during the 1996 period compared to the same period in 1995. The reduction in
operating expenses was due to an $8,000 decrease in professional fees, primarily
legal fees, and a $9,000 decline in Independent General Partners ("IGPs") fees
and expenses due to a decline in the number of IGP meetings held during the 1996
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 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 June 30, 1996 and 1995 was $50,000
for each period and the management fee for the six months ended June 30, 1996
and 1995 was $100,000 for each period. To the extent possible the management fee
and other expenses incurred directly by the Partnership are paid with funds
provided from operations.
Unrealized Gains and Losses and Changes in Unrealized Appreciation of Portfolio
Investments -For the six months ended June 30, 1996, the Partnership had a $2.5
million net unrealized gain from its portfolio investments primarily resulting
from an upward revaluation of UroCor, Inc. resulting from the company's initial
public offering completed in May 1996. Offsetting the unrealized gain for the
period was the transfer of $200,000 from unrealized gain to realized gain
resulting from the sale of Enerpro, as discussed above. As a result, net
unrealized appreciation of investments increased by $2.3 million for the six
month period.
For the six months ended June 30, 1995, the Partnership had a $673,000 net
unrealized gain from its portfolio investments primarily resulting from the
upward revaluation of its investment in Data Critical Corp. Additionally during
the six months ended June 30, 1995, $1.4 million was transferred from unrealized
gain to realized gain relating to the sale of BACE Manufacturing, as discussed
above. As a result, net unrealized appreciation of investments decreased
$719,000 for the six month period.
Net Assets - Changes to net assets resulting from operations are comprised of
(1) net realized gains and losses and (2) changes to net unrealized appreciation
or depreciation of portfolio investments.
At June 30, 1996, the Partnership's net assets were $11.7 million, an increase
of $2.5 million from $9.2 million at December 31, 1995. The $2.5 million
increase was comprised of the $198,000 net realized gain from operations and the
$2.3 million increase in unrealized appreciation of investments for the six
month period.
At June 30, 1995, the Partnership's net assets were $10.0 million, down $1.4
million from $11.4 million at December 31, 1994. This decrease resulted from the
$2,049,600 cash distribution paid to Limited Partners in April 1995 which more
than offset the $724,000 increase in net assets resulting from operations for
the six 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 or
depreciation 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 June 30, 1996 and December 31, 1995 was $1,125
and $888, 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.
On April 19, 1996, the Partnership acquired an additional 9% promissory note
from Americo Publishing, Inc. for $50,000.
<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 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/ Diane T. Herte
Diane T. Herte
Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date: August 12, 1996
<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 JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 6,285,016
<INVESTMENTS-AT-VALUE> 11,522,890
<RECEIVABLES> 102,632
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 150,949
<TOTAL-ASSETS> 11,776,471
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 124,281
<TOTAL-LIABILITIES> 124,281
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 10,248
<SHARES-COMMON-PRIOR> 10,248
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,235,166
<NET-ASSETS> 11,652,190
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,639
<OTHER-INCOME> 0
<EXPENSES-NET> 190,301
<NET-INVESTMENT-INCOME> (168,662)
<REALIZED-GAINS-CURRENT> 366,212
<APPREC-INCREASE-CURRENT> 2,261,114
<NET-CHANGE-FROM-OPS> 2,458,664
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,459,169
<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> 10,422,858
<PER-SHARE-NAV-BEGIN> 888
<PER-SHARE-NII> (16)
<PER-SHARE-GAIN-APPREC> 253
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1,125
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
