SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 Or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended March 31, 2000
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)
10830 E 45th Street
Suite 307
Tulsa, Oklahoma 74146
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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 March 31, 2000 (Unaudited) and December 31, 1999
Schedule of Portfolio Investments as of March 31, 2000 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 2000 and 1999
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999
Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
2000 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
March 31, 2000 December 31,
(Unaudited) 1999
ASSETS
Portfolio investments, at fair value (cost of $1,644,986 as of
March 31, 2000 and $1,935,622 as of December 31, 1999) $ 6,240,824 $ 7,528,215
Short-term investments at amortized cost 1,645,084 747,585
Cash and cash equivalents 846,944 202,075
---------------- ----------------
TOTAL ASSETS $ 8,732,852 $ 8,477,875
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Cash distribution payable $ 2,071,111 $ -
Accounts payable and accrued expenses 67,066 60,421
Due to Management Company 40,000 139,300
Due to Independent General Partners 10,500 10,500
---------------- ----------------
Total liabilities 2,188,677 210,221
---------------- ----------------
Partners' Capital:
Managing General Partner 19,484 26,751
Individual General Partners 758 1,038
Limited Partners (10,248 Units) 1,928,095 2,647,272
Unallocated net unrealized appreciation of investments 4,595,838 5,592,593
---------------- ----------------
Total partners' capital 6,544,175 8,267,654
---------------- ----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 8,732,852 $ 8,477,875
================ ================
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of March 31, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Initial
Investment
Investment Date Cost Fair Value
Data Critical Corp.*(A)(B)
Wireless data transmission
553,125 shares of Common Stock April 1993 $ 1,010,000 $ 5,989,307
- -------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.(A)(B)
Gourmet snacks and food products
705,681 shares of Common Stock June 1992 529,900 0
Warrant to purchase 35,000 shares of Common Stock
at $.625 per share, expiring 12/19/02 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)(D)
Urological disease management
53,474 shares of Common Stock May 1991 105,086 251,517
- -------------------------------------------------------------------------------------------------------------------------------
Total Portfolio Investments $ 1,644,986 $ 6,240,824
============== ==============
Supplemental Information - Liquidated Portfolio Investments: (C)
Realized
Cost Gain (Loss) Return
Totals from Liquidated Portfolio Investments (D) $ 8,328,068 $ 2,827,692 $ 11,155,760
============== ============ ==============
Combined Combined
Unrealized and Fair Value
Cost Realized Gain and Return
Totals from Active & Liquidated Portfolio Investments $ 9,973,054 $ 7,423,530 $ 17,396,584
================ ============== ===============
</TABLE>
(A) Public company
(B) Originally qualified as an "Oklahoma business venture" under Oklahoma law.
(C) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through March 31, 2000.
(D) In January 2000, the Partnership liquidated its remaining 130,000 common
shares of ZymeTx, Inc. for $325,004, resulting in a realized gain of
$324,484. During the quarter, the Partnership sold 225,700 common shares of
UroCor, Inc. for $1,343,840, resulting in a realized gain of $1,053,724.
Additionally, in March 2000, the Partnership received $18,019, representing
the final escrow release in connection with the 1995 sale of Base
Manufacturing Inc. The payment was comprised of a $16,164 realized gain and
$1,855 of interest.
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended March 31,
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
2000 1999
-------------- ---------------
INVESTMENT INCOME AND EXPENSES
Income:
Interest from short-term investments $ 22,761 $ 9,530
Interest and other income from portfolio investments - (28,778)
Other income 1,200 -
-------------- ----------------
Total investment income 23,961 (19,248)
-------------- ----------------
Expenses:
Management fee 40,000 40,000
Professional fees 18,137 22,626
Independent General Partners' fees 10,500 11,500
Mailing and printing 4,909 4,646
Custodial fees 400 507
Miscellaneous - 969
-------------- ----------------
Total investment expenses 73,946 80,248
-------------- ----------------
NET INVESTMENT LOSS (49,985) (99,496)
Net realized gain (loss) from portfolio investments 1,394,372 (224,842)
-------------- ----------------
NET REALIZED GAIN (LOSS) FROM OPERATIONS 1,344,387 (324,338)
Change in net unrealized appreciation of portfolio investments (996,755) (1,101,975)
-------------- ----------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $ 347,632 $ (1,426,313)
============== ================
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended March 31,
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
2000 1999
------------- ------------
CASH FLOWS USED FOR OPERATING ACTIVITIES
Net investment loss $ (49,985) $ (99,496)
Adjustments to reconcile net investment loss to cash
used for operating activities:
Decrease in payables (92,655) (84,798)
Increase in accrued interest on short-term investments (3,709) (1,913)
Decrease in accrued interest receivable - 28,778
------------- ------------
Cash used for operating activities (146,349) (157,429)
------------- ------------
CASH FLOWS PROVIDED FROM (USED FOR)
INVESTING ACTIVITIES
Net purchase of short-term investments (893,790) (495,832)
Proceeds from the sale of portfolio investments 1,685,008 3,898
------------- ------------
Cash provided from (used for) investing activities 791,218 (491,934)
------------- ------------
Increase (decrease) in cash and cash equivalents 644,869 (649,363)
Cash and cash equivalents at beginning of period 202,075 731,956
------------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 846,944 $ 82,593
============= ============
</TABLE>
See notes to financial statements.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Three Months Ended March 31, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Unallocated
Managing Individual Net Unrealized
General General Limited Appreciation
Partner Partners Partners of Investments Total
Balance as of beginning of period $ 26,751 $ 1,038 $ 2,647,272 $ 5,592,593 $ 8,267,654
Cash distribution - accrued (20,711) (800) (2,049,600) - (2,071,111)
Net investment loss (500) (19) (49,466) - (49,985)
Net realized gain from
investments 13,944 539 1,379,889 - 1,394,372
Change in unrealized
appreciation of investments - - - (996,755) (996,755)
----------- ---------- -------------- --------------- ---------------
Balance as of end of period $ 19,484 $ 758 $ 1,928,095(A) $ 4,595,838 $ 6,544,175
=========== ========== ============== =============== ===============
</TABLE>
(A) The net asset value per unit of limited partnership interest ("Unit"),
including an assumed allocation of net unrealized appreciation of
investments, was $632. Cumulative cash distributions paid or accrued to
limited partners totaled $840 per Unit as of March 31, 2000.
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 no later than December 31, 2000. The Individual General Partners
have the right to extend the term of the Partnership for an additional two-year
period if they determine that such extension is in the best interest of the
Partnership. However, the Managing General Partner is working toward liquidating
the Partnership's remaining assets and terminating the Partnership as soon as
practical with the goal of maximizing returns to Partners.
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 the Partnership's portfolio investments by applying consistent
guidelines. Publicly-held portfolio securities are valued at the closing public
market price on the valuation date, less an appropriate discount for sales
restrictions, the size of the Partnership's holdings and the public market
trading volume. Privately-held portfolio securities are valued at cost until
significant developments affecting the portfolio company provide a basis for
change in valuation. The fair value of private securities is adjusted to reflect
1) meaningful third-party transactions in the private market or 2) 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 as of 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.
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued
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
thereof. Realized gains and losses on investments sold are computed on a
specific identification basis.
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 $4.6 million as of March 31, 2000, was recorded for financial
statement purposes but has not been recognized for tax purposes. Additionally,
from inception to March 31, 2000, other timing differences totaling $1.4
million, including 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.
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. From inception of the
Partnership through December 31, 1998, the Management Company had received 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, capital distributed and realized losses, with a minimum annual
fee of $200,000. Effective January 1, 1999, the Management Company agreed to
reduce the minimum management fee from $200,000 to $160,000 per annum.
As compensation for services rendered to the Partnership, each of the three
Independent General Partners had received $16,000 annually in quarterly
installments through December 31, 1998. Effective January 1, 1999, the
Individual General Partners agreed to reduce the annual fee paid to each
Independent General Partner from $16,000 to $12,000. In addition, the Individual
General Partners receive $1,000 for each meeting of the
<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued
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.
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 not to exceed $203,720.
6. Classification of Portfolio Investments
The Partnership's portfolio investments, all of which are located in the state
of Oklahoma, except Data Critical Corp., which is located in the state of
Washington, were categorized as follows as of March 31, 2000.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Type of Investments Cost Fair Value Net Assets*
- ------------------- ------------- ------------ -----------
Common Stock $ 1,644,986 $ 6,240,824 95.36%
============= ============ =========
Industry
Healthcare/Biotechnology $ 105,086 $ 251,517 3.84%
Data Communications 1,010,000 5,989,307 91.52%
Food Manufacturing and Distribution 529,900 0 0.00%
------------- ------------ ---------
$ 1,644,986 $ 6,240,824 95.36%
============= ============ =========
</TABLE>
*Represents fair value as a percentage of net assets.
7. Interim Financial Statements
In the opinion of the Managing General Partner, the unaudited financial
statements as of March 31, 2000, and for the three month period then ended,
reflect all adjustments necessary for the fair presentation of the results of
the interim period.
8. Subsequent Event - Cash distribution
On April 25, 2000, the Partnership made a cash distribution to partners totaling
$2,071,111. Limited partners of record on March 31, 2000 received $2,049,600, or
$200 per Unit, the Individual General Partners received $800 and the Managing
General Partner received $20,711.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
---------------------------------------------------------------
Liquidity and Capital Resources
As of March 31, 2000, the Partnership had a cash balance totaling $2,492,028,
including $1,645,084 in short-term investments with maturities of less than one
year and $846,944 in an interest-bearing cash account. Interest earned from such
investments totaled $22,761 for the three months ended March 31, 2000. Interest
earned from such investments in future periods is subject to fluctuations in
short-term interest rates and changes in amounts available for investment in
such securities.
The Partnership is scheduled to terminate no later than December 31, 2000. The
Individual General Partners have the right to extend the term of the Partnership
for an additional two-year period if they determine that such extension is in
the best interest of the Partnership. However, the Managing General Partner is
working toward liquidating the Partnership's remaining assets and terminating
the Partnership as soon as practicable with the goal of maximizing returns to
partners.
The Partnership will not make investments in new portfolio companies and does
not expect to make additional follow-on investments in any of the remaining
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, as soon as practicable after receipt of
such proceeds. Funds needed to cover the future operating expenses and follow-on
investments, if any, will be obtained from existing cash reserves, interest and
other investment income and proceeds from the sale of the remaining portfolio
investments.
On April 25, 2000, the Partnership made a cash distribution to partners totaling
$2,071,111. Limited partners of record on March 31, 2000 received $2,049,600, or
$200 per Unit, the Individual General Partners received $800 and the Managing
General Partner received $20,711.
Results of Operations
For the three months ended March 31, 2000 and 1999, the Partnership had a net
realized gain from operations of $1,344,387 and a net realized loss from
operations of $324,338, 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 other investment income less
operating expenses).
Realized Gains and Losses from Portfolio Investments - For the three months
ended March 31, 2000, the Partnership had a net realized gain from portfolio
investments of $1,394,372. During the quarter, the Partnership sold 225,700
common shares of UroCor, Inc. for $1,343,840, resulting in a realized gain of
$1,053,724. The Partnership also sold its remaining 130,000 common shares of
ZymeTx, Inc. for $325,004, resulting in a realized gain of $324,484.
Additionally, in March 2000, the Partnership received $18,019, representing the
final escrow release in connection with the 1995 sale of Base Manufacturing Inc.
The payment was comprised of a $16,164 realized gain and $1,855 of interest.
For the three months ended March 31, 1999, the Partnership had a net realized
loss from portfolio investments of $224,842, consisting of a $228,740 realized
loss from the write-off of the remaining cost of a bridge loan due from
Silverado Foods, Inc., partially offset by a $3,898 realized gain resulting from
an escrow release payment received in March 1999 in connection with the
Partnership's investment in Bace Manufacturing.
Investment Income and Expenses - For the three months ended March 31, 2000 and
1999, the Partnership had a net investment loss of $49,985 and $99,496,
respectively. The favorable change in net investment loss for the 2000 period
compared to the 1999 period, resulted from a $43,209 increase in investment
income and a $6,302 decrease in operating expenses. The increase in investment
income primarily resulted from a $28,778 write-off during 1999 of accrued
interest on a bridge loan due from Silverado Foods, Inc., which was written-off
in March 1999 as discussed above. Additionally, interest from short-term
investments increased $13,231 for the 2000 period due to an increase in funds
available for investment in short-term securities during the 2000 period
compared to the same period in 1999. Funds invested in short-term securities
were relatively higher during the 2000 period as a result of cash proceeds
received from security sales completed during the fourth quarter of 1999 and for
the first quarter of 2000. Such proceeds were invested in short-term securities
pending distribution to partners.
The $6,302 decrease in operating expenses for the three months ended March 31,
2000 compared to the same period in 1999 primarily resulted from a reduction in
professional fees, including legal costs related to the liquidation of the
Partnership's investment in Americo Publishing, Inc. and a decrease in general
legal fees.
The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. From inception of the
Partnership through December 31, 1998, the Management Company had received 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, capital distributed and realized losses, with a minimum annual
fee of $200,000. Effective January 1, 1999, the Management Company agreed to
reduce the minimum management fee from $200,000 to $160,000 per annum. The
management fee was $40,000 for each of the three-month periods ended March 31,
2000 and 1999. To the extent possible the management fee and other operating
expenses incurred by the Partnership are paid with existing cash reserves and
funds provided from operations, which includes proceeds from the sale of
portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation of Portfolio
Investments - For the three months ended March 31, 2000, the Partnership had a
$140,773 net decrease to unrealized appreciation, resulting from the net
downward revaluation of its remaining portfolio investments as of March 31,
2000. Additionally, $855,982 of unrealized gain was transferred to realized gain
resulting from the sale of UroCor and ZymeTx shares during the quarter, as
discussed above. As a result, net unrealized appreciation of investments
decreased by $996,755 for the three months ended March 31, 2000.
For the three months ended March 31, 1999, the Partnership had a $1,101,975 net
decrease to unrealized appreciation resulting from the net downward revaluation
of its investments in UroCor and ZymeTx, reflecting the reduced public market
prices of such securities as of March 31, 1999.
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 or depreciation of portfolio investments.
For the quarter ended March 31, 2000, the Partnership had a $347,632 increase in
net assets resulting from operations, comprised of the $1,344,387 net realized
gain from operations, offset by the $996,755 decrease in net unrealized
appreciation. As of March 31, 2000, the Partnership's net assets were
$6,544,175, reflecting a decrease of $1,723,479 from net assets of $8,267,654 as
of December 31, 1999. This decrease reflects the $2,071,111 accrued cash
distribution, paid to partners in April 2000, exceeding the $347,632 increase in
net assets resulting from operations for the quarter ended March 31, 2000.
As of March 31, 1999, the Partnership's net assets were $5,487,075, reflecting a
decrease of $1,426,313 from $6,913,388 as of December 31, 1998. This decrease is
comprised of the $1,101,975 decrease in net unrealized appreciation and the
$324,338 net realized loss from operations for the quarter ended March 31, 1999.
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 March 31, 2000 and December 31, 1999 was $632
and $798, respectively. Cumulative cash distributions to limited partners, paid
or accrued, totaled $840 and $640 per Unit as of March 31, 2000 and December 31,
1999, respectively.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
-----------------------------------------------------------
The Partnership is subject to market risk arising from changes in the value of
its portfolio investments, short-term investments and interest-bearing cash
equivalents, which may result from fluctuations in interest rates and equity
prices. The Partnership has calculated its market risk related to its holdings
of these investments based on changes in interest rates and equity prices
utilizing a sensitivity analysis. The sensitivity analysis estimates the
hypothetical change in fair values, cash flows and earnings based on an assumed
10% change (increase or decrease) in interest rates and equity prices. To
perform the sensitivity analysis, the assumed 10% change is applied to market
rates and prices on investments held by the Partnership at the end of the
accounting period.
The Partnership's portfolio investments had an aggregate fair value of
$6,240,824 as of March 31, 2000. An assumed 10% decline from this fair value,
including an assumed 10% decline of the per share market prices of the
Partnership's publicly traded securities, would result in a reduction to the
fair value of such investments and a corresponding unrealized loss of $624,082.
As of March 31, 2000, the Partnership held two discounted commercial paper
instruments with a remaining maturity of 20 days or less. These short-term
investments were carried at an aggregate amortized cost of $1,645,084 as of
March 31, 2000. An assumed 10% increase in the market interest rates of such
short-term investments held by the Partnership as of March 31, 2000, would
result in a reduction to the fair value of such investments and a corresponding
unrealized loss which is considered to be immaterial.
Market risk relating to the Partnership's interest-bearing cash equivalents held
as of March 31, 2000 is also considered to be immaterial.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
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.
-----------------
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 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/ Michael Giobbe
Michael Giobbe
Vice President
By: /s/ James V. Bruno
James V. Bruno
Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date: May 15, 2000
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ML OKLAHOMA
VENTURE PARTNERS, LIMITED PARTNERSHIP'S QUARTERLY REPORT ON FORM 10-Q FOR THE
PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-1-2000
<PERIOD-END> MAR-31-2000
<INVESTMENTS-AT-COST> 1,644,986
<INVESTMENTS-AT-VALUE> 6,240,824
<RECEIVABLES> 0
<ASSETS-OTHER> 1,645,084
<OTHER-ITEMS-ASSETS> 846,944
<TOTAL-ASSETS> 8,732,852
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,188,677
<TOTAL-LIABILITIES> 2,188,677
<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> 4,595,838
<NET-ASSETS> 6,544,175
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22,761
<OTHER-INCOME> 1,200
<EXPENSES-NET> 73,946
<NET-INVESTMENT-INCOME> (49,985)
<REALIZED-GAINS-CURRENT> 1,394,372
<APPREC-INCREASE-CURRENT> (996,755)
<NET-CHANGE-FROM-OPS> 347,632
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (2,071,111)
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,723,479)
<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> 7,405,915
<PER-SHARE-NAV-BEGIN> 798
<PER-SHARE-NII> (5)
<PER-SHARE-GAIN-APPREC> 39
<PER-SHARE-DIVIDEND> (200)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 632
<EXPENSE-RATIO> 0
</TABLE>
