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, 1998
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
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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, 1998 (Unaudited) and December 31, 1997
Schedule of Portfolio Investments as of June 30, 1998 (Unaudited)
Statements of Operations for the Three and Six Months Ended June 30, 1998
and 1997 (Unaudited)
Statements of Cash Flows for the Six Months Ended June 30, 1998 and 1997
(Unaudited)
Statement of Changes in Partners' Capital for the Six Months Ended June 30,
1998 (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, 1998 December 31,
(Unaudited) 1997
ASSETS
Portfolio investments, at fair value (cost $3,522,692 as of
<S> <C> <C> <C> <C> <C> <C> <C>
June 30, 1998 and $4,673,359 as of December 31, 1997) $ 7,509,539 $ 7,697,927
Cash and cash equivalents 198,485 85,653
Accrued interest receivable 12,634 480
---------------- ----------------
TOTAL ASSETS $ 7,720,658 $ 7,784,060
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 47,861 $ 60,068
Due to Management Company 76,015 108,971
Due to Independent General Partners 15,000 15,000
---------------- ----------------
Total liabilities 138,876 184,039
---------------- ----------------
Partners' Capital:
Managing General Partner 35,948 45,754
Individual General Partners 1,392 1,771
Limited Partners (10,248 Units) 3,557,595 4,527,928
Unallocated net unrealized appreciation of investments 3,986,847 3,024,568
---------------- ----------------
Total partners' capital 7,581,782 7,600,021
---------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 7,720,658 $ 7,784,060
================ ================
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of June 30, 1998
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
Americo Publishing, Inc.
<C> <C> <C> <C>
8%-10% Demand Promissory Notes Feb. 1994 $ 364,000 $ 0
- -------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
762,500 shares of Preferred Stock April 1993 700,000 1,437,500
775,000 shares of Common Stock 310,000 775,000
- -------------------------------------------------------------------------------------------------------------------------------
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 529,900 132,315
Warrant to purchase 12,121 shares of Common Stock
at $8.25 per share, expiring 6/2/99 0 0
Warrant to purchase 35,000 shares of Common Stock
at $.625 per share, expiring 12/19/02 0 0
14% Bridge Loan 228,740 228,740
- -------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)
496,635 shares of Common Stock May 1991 921,305 3,538,524
Warrant to purchase 12,539 shares of Common Stock
at $4.30 per share, expiring 10/18/98 0 35,423
- -------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)
304,579 shares of Common Stock July 1994 1,411 894,701
- -------------------------------------------------------------------------------------------------------------------------------
Totals from Active Portfolio Investments $ 3,522,692 $ 7,509,539
============== ==============
Supplemental Information - Liquidated Portfolio Investments:(C)(D)
Realized
Cost Gain Return
Totals from Liquidated Portfolio Investments $ 6,396,444 $ 228,174 $ 6,624,618
============== ============== ==============
Combined Net Combined
Unrealized and Fair Value
Cost Realized Gain and Return
Totals from Active & Liquidated Portfolio Investments $ 9,919,136 $ 4,215,021 $ 14,134,157
============== ============== ==============
</TABLE>
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited), continued
As of June 30, 1998
(A) Public company
(B) Qualifies as an "Oklahoma business venture" under Oklahoma law.
(C) During the quarter ended June 30, 1998, the Partnership sold its remaining
investment of 56,000 shares of Envirogen, Inc. common stock for $77,338,
realizing a loss of $118,662. In April 1998, the Partnership sold its
remaining interest in QuanTEM Laboratories L.L.C. for $2,500. Because this
investment had been written off in a prior period, the Partnership realized
a gain for the full payment amount during the quarter. In June 1998, the
Partnership sold its investment in Excel Energy Technologies, Ltd. for
$16,723, realizing a loss if $649,684. Additionally, the $50,000 note due
from Excel Energy was repaid in full along with interest totaling $3,607.
(D) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through June 30, 1998.
* 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,
1998 1997 1998 1997
------------- -------------- -------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C> <C> <C>
Interest from short-term investments $ 2,062 $ 11,569 $ 4,115 $ 19,558
Interest and other income from portfolio
investments 9,454 - 19,501 -
Other interest income 3 7,653 7,295 12,953
------------- -------------- ------------- ---------------
Total investment income 11,519 19,222 30,911 32,511
------------- -------------- ------------- ---------------
Expenses:
Management fee 50,000 50,000 100,000 100,000
Professional fees 16,031 9,149 27,481 17,199
Independent General Partners' fees 15,453 15,390 29,843 30,618
Mailing and printing 4,775 5,584 8,129 9,213
Custodial fees 90 - 118 1,457
Miscellaneous 1,244 43 1,290 293
------------- -------------- ------------- ---------------
Total expenses 87,593 80,166 166,861 158,780
------------- -------------- ------------- ---------------
NET INVESTMENT LOSS (76,074) (60,944) (135,950) (126,269)
Net realized (loss) gain from portfolio investments (765,846) 411,337 (844,568) 884,626
------------- -------------- ------------- ---------------
NET REALIZED (LOSS) GAIN FROM
OPERATIONS (841,920) 350,393 (980,518) 758,357
Change in unrealized appreciation of
investments 727,279 (458,587) 962,279 (1,318,877)
------------- -------------- ------------- ---------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (114,641) $ (108,194) $ (18,239) $ (560,520)
============= ============== ============= ===============
</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>
1998 1997
------------- --------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (135,950) $ (126,269)
Adjustments to reconcile net investment loss to cash
used for operating activities:
Decrease in payables (45,163) (50,652)
Decrease in accrued interest on short-term investments - 2,973
Increase in accrued interest receivable (12,154) -
------------- -------------
Cash used for operating activities (193,267) (173,948)
------------- -------------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Proceeds from the sale of portfolio investments 234,839 722,263
Proceeds from the repayment of note and bridge loan 71,260 -
Net return of short-term investments - 246,349
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Cash provided from investing activities 306,099 968,612
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CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distributions to Partners - (1,035,554)
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Increase (decrease) in cash and cash equivalents 112,832 (240,890)
Cash and cash equivalents at beginning of period 85,653 380,685
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 198,485 $ 139,795
============= =============
</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, 1998
<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 $ 45,754 $ 1,771 $ 4,527,928 $ 3,024,568 $ 7,600,021
Net investment loss (1,360) (53) (134,537) - (135,950)
Net realized loss (8,446) (326) (835,796) - (844,568)
Change in unrealized
appreciation of investments - - - 962,279 962,279
---------- -------- ------------- ------------- ---------------
Balance at end of period $ 35,948 $ 1,392 $ 3,557,595(A) $ 3,986,847 $ 7,581,782
========== ======== ============= ============= ===============
</TABLE>
(A) The net asset value per unit of limited partnership interest, including an
assumed allocation of net unrealized appreciation of investments, was $732
as of June 30, 1998. Additionally, cumulative cash distributions paid to
Limited Partners, as of June 30, 1998, totaled $475 per Unit.
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 is scheduled
to 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 if
they determine that such extension is in the best interest of the Partnership.
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), continued
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
approximately $4.0 million as of June 30, 1998, which was recorded for financial
statement purposes, has not been recognized for tax purposes. Additionally, from
inception to June 30, 1998, other timing differences totaling $1.0 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.
Reclassifications - Certain reclassifications have been made to the prior year's
financial statements to conform with the current year's presentation.
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.
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.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued
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, 1998, the Partnership's portfolio investments were categorized as
follows:
<TABLE>
% of
Type of Investments Cost Fair Value Net Assets*
- ------------------- ---------------- --------------- -----------
<S> <C> <C> <C>
Common Stock $ 1,765,952 $ 5,379,299 70.95%
Preferred Stock 1,164,000 1,901,500 25.08%
Debt Securities 592,740 228,740 3.02%
---------------- --------------- -------
$ 3,522,692 $ 7,509,539 99.05%
================ =============== ======
Country/Geographic Region
Oklahoma $ 2,691,356 $ 7,042,203 92.89%
Non-Oklahoma 831,336 467,336 6.16%
---------------- --------------- -------
$ 3,522,692 $ 7,509,539 99.05%
================ =============== ======
Industry
Publishing $ 364,000 $ 0 0.00%
Food Manufacturing & Distribution 758,640 361,055 4.76%
Energy/Natural Gas 467,336 467,336 6.16%
Data Communications 1,010,000 2,212,500 29.18%
Healthcare/Biotechnology 922,716 4,468,648 58.95%
---------------- --------------- ------
$ 3,522,692 $ 7,509,539 99.05%
================ =============== ======
</TABLE>
* Represents fair value as a percentage of net assets.
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, 1998, and for
the three and six 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
As of June 30, 1998, the Partnership held $198,485 in an interest-bearing cash
account. Interest earned from such cash account for the three and six months
ended June 30, 1998 was $2,062 and $4,115, respectively. 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.
During the six months ended June 30, 1998, the Partnership sold certain
portfolio investments for net proceeds of $234,839. Additionally, the
Partnership received $50,000 from the repayment of a promissory note due from
Excel Energy Technologies, Ltd.
and $21,260 from the partial repayment of a bridge loan due from Silverado
Foods, Inc.
The Partnership has fully invested its original net proceeds and will not make
investments in new portfolio companies. Generally, the Partnership will
distribute to Partners all proceeds received from the sale of its portfolio
investments, after an adequate reserve for future operating expenses and
follow-on investments, as soon as practicable after receipt of such proceeds.
Funds needed to cover future operating expenses and follow-on investments in
existing companies are expected to be obtained from existing cash reserves,
interest and other investment income received and proceeds from the sale of
portfolio investments.
The Partnership is scheduled to 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 if they determine that such extension is in the best
interest of the Partnership.
Results of Operations
For the three and six months ended June 30, 1998, the Partnership had a net
realized loss from operations of $841,920 and $980,518, respectively. For the
three and six months ended June 30, 1997, the Partnership had a net realized
gain from operations of $350,393 and $758,357, 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, 1998, the Partnership had a net realized loss from
portfolio investments of $765,846 and $844,568, respectively. The realized loss
for the three months ended June 30, 1998, was comprised of a realized loss of
$118,662 from the sale of the Partnership's remaining 56,000 common shares of
Envirogen, Inc., a realized loss of $649,684 from the sale of the Partnership's
remaining investment in Excel Energy Technologies, Inc., and an offsetting gain
of $2,500 from the sale of the Partnership's previously written-off interest in
QuanTEM Laboratories L.L.C. For the three months ended March 31, 1998, the
Partnership had a net realized loss of $78,722, comprised of a realized loss of
$133,630 from the sale of 62,000 common shares of Envirogen, Inc., partially
offset by a realized gain of $54,908 resulting from a payment received in March
1998 in connection with the February 1995 sale of the Partnership's investment
in Bace Manufacturing, Inc.
For the three and six months ended June 30, 1997, the Partnership had a net
realized gain from portfolio investments of $411,337 and $884,626, respectively.
The realized gain for the three months ended June 30, 1997, was comprised of a
realized gain of $1,110,982 from the sale of the Partnership's remaining 185,317
common shares of C.R. Anthony Company, a realized gain of $21,655 from the
receipt of the final escrow release in connection with the 1996 acquisition of
Enerpro International, Inc. by Energy Ventures, Inc. ("EVI"), and an offsetting
realized loss of $721,300 from the sale of the Partnership's remaining
investment in Diagnetics, Inc. For the three months ended March 31, 1997, the
Partnership had a net realized gain of $473,289, comprised of a realized gain of
$473,119 from the sale of 90,000 common shares of C.R. Anthony Company, and a
realized gain of $170 from the receipt of an initial escrow release in
connection with the acquisition of Enerpro International by EVI as discussed
above.
Investment Income and Expenses - For the three months ended June 30, 1998 and
1997, the Partnership had a net investment loss of $76,074 and $60,944,
respectively. The $15,130 increase in net investment loss for the 1998 period
compared to the 1997 period resulted from a $7,703 decrease in investment income
and a $7,427 increase in operating expenses. The decrease in investment income
included a $9,507 decline in interest from short-term investments primarily due
to a decrease in funds available for such investments during the 1998 period
compared to the same period in 1997. This decrease was offset by a $1,804 net
increase in other interest income, including interest and other income from
portfolio investments. The net increase in interest income from portfolio
investments and other interest income primarily was due to an increase in income
producing securities held by the Partnership during the 1998 period. The
increase in operating expenses primarily resulted from a $6,882 increase in
professional fees due to an increase in legal expenses during the 1998 period
compared to the same period in 1997.
For the six months ended June 30, 1998 and 1997, the Partnership had a net
investment loss of $135,950 and $126,269, respectively. The $9,681 increase in
net investment loss for the 1998 period compared to the 1997 period resulted
from a $1,600 decrease in investment income and a $8,081 increase in operating
expenses. The decrease in investment income primarily resulted from a $15,443
decline in interest from short-term investments which was partially offset by a
$13,843 net increase in other interest income; including interest and other
income from portfolio investments. The decline in interest from short-term
investments was primarily due to a decrease in funds available for such
investments during the 1998 period compared to the same period in 1997. The net
increase in interest and other income from portfolio investments and other
interest income primarily was due to an increase in income producing securities
held by the Partnership during the 1998 period. The increase in operating
expenses primarily resulted from a $10,282 increase in professional fees due to
an increase in legal expenses accrued during the 1998 period compared to the
same period in 1997.
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 six months ended June 30, 1998 and 1997 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, including proceeds from the sale of portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation of
Investments - For the six months ended June 30, 1998, the Partnership had a
$112,263 net unrealized gain, primarily resulting from the net upward
revaluation of certain portfolio investments. Additionally, $850,016 was
transferred from unrealized loss to realized loss resulting from the sale of
Envirogen and Excel Energy, as discussed above. As a result, net unrealized
appreciation of investments increased by $962,279 for the six month period ended
June 30, 1998.
For the six months ended June 30, 1997, the Partnership had a $1,043,110 net
unrealized loss, resulting from the net downward revaluation of certain
portfolio investments. Additionally, $275,767 was transferred from unrealized
gain to realized gain resulting from the sale of C.R. Anthony and Diagnetics, as
discussed above. As a result, net unrealized appreciation of investments
declined by $1,318,877 for the six month period ended June 30, 1997.
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.
As of June 30, 1998, the Partnership's net assets were $7,581,782, a decrease of
$18,239 from $7,600,021 as of December 31, 1997. This decrease was comprised of
the $980,518 net realized loss from operations partially offset by the $962,279
increase in net unrealized appreciation of investments for the six months ended
June 30, 1998.
As of June 30, 1997, the Partnership's net assets were $9,640,695, a decrease of
$1,078,498 from $10,719,193 as of December 31, 1996. This decrease resulted from
the $517,978 cash distribution paid to Partners on July 1, 1997 and the $560,520
net decrease in net assets from operations for the six months ended June 30,
1997. The decrease in net assets from operations for the period was comprised of
the $758,357 realized gain from operations offset by the $1,318,877 decrease in
unrealized appreciation for the six months ended June 30, 1997.
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 as of June 30, 1998 and December 31, 1997 was $732
and $734, 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 period covered
by this report.
Item 5. Other Information.
None.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(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. ------------------------------
* 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/ Robert Aufenanger
Robert Aufenanger
Executive Vice President and Director
By: /s/ Diane T. Herte
Diane T. Herte
Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date: August 14, 1998
<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, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
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<PERIOD-START> JAN-1-1998
<PERIOD-END> JUN-30-1998
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