Annual Report (Form 10-K), fiscal year 1994

Item 1. Business.
Formation
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited partnership formed on September 3, 1987. WTVI Co., L.P., the managing general partner of the Partnership (the "Managing General Partner"), and four individuals (the "Individual General Partners") are the general partners of the Partnership. Hamilton Capital Management Inc. (the "Management Company") is the general partner of the Managing General Partner and the management company of the Partnership. The Partnership began its principal operations on December 1, 1988.
The Partnership operates as a business development company under the Investment Company Act of 1940. The Partnership's investment objective is to achieve long-term capital appreciation by making venture capital investments in new and developing companies and other special investment situations. The Partnership considers this activity to constitute the single industry segment of venture capital investing.
In 1988 and 1989, the Partnership publicly offered, through The Stuart-James Company, Incorporated (the "Selling Agent"), 35,000 units of limited partnership interest ("Units") at $1,000 per Unit. The Units were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form N-2 (File No. 33-16891) which was declared effective on May 12, 1988. The Partnership held its initial and final closings on November 25, 1988 and January 31, 1989, respectively. A total of 11,217 Units were sold to limited partners (the "Limited Partners"). Gross capital contributions to the Partnership total $11,333,170; $11,217,000 from the Limited Partners, $112,170 from the Managing General Partner and $4,000 from the Individual General Partners.
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 extensions are in the best interest of the Partnership. The Partnership will terminate no later than December 31, 2002.
The Venture Capital Investments
During the year ended December 31, 1994, the Partnership invested $1.5 million in four existing portfolio companies. From its inception to December 31, 1994, the Partnership had invested $9.2 million in eight portfolio investments, or approximately 90% of the original net proceeds of $10.2 million available for investment in venture situations. At December 31, 1994, the Partnership has investments in six portfolio companies with an aggregate cost of $7.7 million and a fair value of $7.5 million. The Partnership has fully or partially liquidated investments with an aggregate cost of $1.5 million. These liquidated investments returned $385,000 to the Partnership. As a result, as of December 31, 1994, the Partnership had a cumulative net realized loss from its venture capital investments of $1.1 million.
The Partnership's $3.4 million investment in Spectrix Corporation was valued at $3.8 million at December 31, 1994. This investment represented 44.4% of the total cost and 51.2% of the total fair value of the Partnership's investment portfolio at December 31, 1994.
The descriptions of the Partnership's follow-on investments in Spectrix Corporation and Thunderbird Technologies, Inc. set forth in Item 5 of Part II of the Partnership's quarterly report on Form 10-Q for the quarter ended March 31, 1994 is incorporated herein by reference.
The description of the Partnership's follow-on investments in Spectrix set forth in Item 5 of Part II of the Partnership's quarterly report on Form 10-Q for the quarter ended June 30, 1994 are incorporated herein by reference.
The descriptions of the Partnership's follow-on investments in Spectrix Corporation, Cybernetics Systems International Corp. and Inn-Room Systems, Inc. set forth in Item 5 of Part II of the Partnership's quarterly report on Form 10-Q for the quarter ended September 30, 1994 are incorporated herein by reference.
In October and November 1994, the Partnership purchased 8% promissory notes of Spectrix Corporation aggregating $100,000 in face value and warrants to purchase 100,000 shares of the company at $.50 per share for $100,000. In December 1994, the Partnership purchased 62,500 preferred shares of Spectrix for $250,000 and converted its promissory notes totaling $500,000 and accrued interest of $18,940 into 129,735 preferred shares of the company. Additionally, in connection with these transactions, the Partnership received warrants to purchase 76,894 shares of Spectrix common stock at $.50 per share and a warrant to purchase 25,000 shares of Spectrix common stock at $5 per share.
On November 22, 1994, the Partnership purchased 214,800 shares of Inn-Room Systems, Inc. common stock for $107,400.
During December 1994, the Partnership converted its demand notes due from Cybernetics Systems International Corp. totaling $170,000 and $15,267 of accrued interest into 840 preferred shares of the company. Additionally, in connection with the note conversion, the Partnership received a warrant to purchase 70,795 shares of the company's common stock at $.52 per share.
Competition
The Partnership encounters competition from other entities having similar investment objectives. Primary competition for venture capital investments has been from venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small business investment companies and wealthy individuals. Competition also may develop from foreign investors and from large industrial and financial companies investing directly rather than through venture capital affiliates. The Partnership has been a co-investor with other professional venture capital investors and these relationships have generally expanded the Partnership's access to investment opportunities.
Employees
The Partnership has no employees. The Managing General Partner, subject to the supervision of the Individual General Partners, manages and controls the Partnership's venture capital investments. The Management Company performs, or arranges for others to perform, the management and administrative services necessary for the operation of the Partnership and is responsible for managing the Partnership's short-term investments.
Item 2.



Item 2. Properties.
The Partnership does not own or lease physical properties.
Item 3.

Item 3. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
PART II
Item 5.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
There is no established public trading market for the Units and it is not anticipated that any public market for the Units will develop. Consequently, Limited Partners cannot easily liquidate their investment in the event of emergency or for other reasons. Several independent broker/dealers provide an informal secondary market for limited partnership interests. Units of limited partnership interest of the Partnership have traded through this market on a limited basis. Transfers of Units are subject to certain restrictions in the Partnership Agreement and also may be affected by restrictions on resale imposed by the laws of certain states. The approximate number of holders of Units as of March 17, 1995 is 1,850. The Managing General Partner and the four Individual General Partners of the Partnership also hold interests in the Partnership. See Item 12 of this report "Security Ownership of Certain Beneficial Owners and Management".
The Partnership did not make any distributions to its Partners in 1994, 1993 or 1992.
Item 6.

Item 6. Selected Financial Data.
($ In Thousands, Except For Per Unit Information)
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources
At December 31, 1994, the Partnership held $779,000 in cash and short-term investments: $498,000 in short-term securities with maturities of less than one year and $281,000 in an interest-bearing cash account. The Partnership earned $53,000, $89,000 and $191,000 of interest from such investments for the years ended December 31, 1994, 1993 and 1992, 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 1994, the Partnership invested $1.5 in four existing portfolio companies. From its inception to December 31, 1994, the Partnership had invested $9.2 million in 8 venture capital investments, representing 90% of the $10.2 million of original net proceeds to the Partnership.
Funds needed to cover the Partnership's future follow-on investments and operating expenses will be obtained from existing cash reserves, interest and other income from portfolio investments and proceeds from the sale of portfolio investments.
Results of Operations
For the years ended December 31, 1994, 1993 and 1992, the Partnership had a net realized loss from operations of $679,000, $269,000 and $834,000, respectively. Net realized gain or loss from operations is comprised of 1) net realized gains or losses from portfolio investments and 2) net investment income or loss (interest and dividend income less operating expenses).
Realized Gains and Losses from Portfolio Investments - In June 1994, the Partnership realized a $384,000 loss from the sale of its investment in Eidetics Incorporated. The Partnership sold its Eidetics holdings, along with other former owners of Eidetics, as part of a management buyout of the company. The Partnership received a $4,190 cash down payment and potential future payments to be determined by the actual cash receipts of the new company for five years from the buyout date. At the time of the buyout, such future payments were estimated to aggregate $354,000 over the five year period.
The Partnership had no realized gains or losses from portfolio investments for the year ended December 31, 1993.
For the year ended December 31, 1992, the Partnership had a $700,000 net realized loss from portfolio investments. In November 1992, Softstrip, Inc. filed for protection under Chapter 11 of the federal Bankruptcy Code. As a result, the Partnership wrote-off its $500,000 investment in the company. In September 1992, Picture Productions, L.P. ("PPLP") acquired the assets of Visicon, Inc. The Partnership sold its Visicon holdings for a limited partnership interest in PPLP valued at $10,000, resulting in a $200,000 loss on its $210,000 investment in Visicon.
Investment Income and Expenses - Net investment loss for the years ended December 31, 1994, 1993 and 1992 was $295,000, $269,000 and $134,000, respectively. The $26,000 increase in net investment loss for 1994 compared to 1993 was the result of an $80,000 decrease in investment income for 1994 which was only partially offset by a $54,000 reduction in operating expenses for 1994. Interest earned from short-term investments declined $36,000 for 1994, from $89,000 in 1993 to $53,000 in 1994. This decrease primarily was the result of a reduction in the amount of funds invested in such securities during 1994 compared to 1993. Interest and other income from portfolio investments declined $45,000 for the 1994 period, from $86,000 in 1993 to $41,000 in 1994. This decrease primarily was due to the reversal, during 1994, of $30,000 of accrued interest due from Eidetics. This receivable was written-off in connection with the sale of the Partnership's investment in Eidetics, as discussed above. The $54,000 decline in operating expenses for 1994 compared to 1993, primarily is attributable to $61,000 of amortization expense included in the 1993 period. Organizational costs of $332,000 were amortized over a five year period which was completed on December 1, 1993.
The $134,000 increase in net investment loss for 1993 compared to 1992 primarily was due to a $165,000 decline in investment income for 1993. Interest earned from short-term investments declined $102,000 for 1993 compared to 1992, primarily due to a reduction in the amount of funds invested in such securities and a decline in short-term interest rates during 1993. Interest and other income from portfolio investments declined $62,000 for 1993 compared to 1992, primarily due to the conversion of debt securities into equity securities of Spectrix during 1993. This $165,000 decline in investment income was partially offset by a $30,000 decline in operating expenses for 1993 compared to 1992, primarily due to a reduced management fee for the 1993 period, as discussed below.
The Management Company performs, or arranges for others to perform, the management and administrative services necessary for the operation of the Partnership. The Management Company receives a management fee at an annual rate of 2.5% of the gross capital contributions to the Partnership (net of selling commissions and organizational expenses paid by the Partnership), reduced by capital distributed and realized losses, with a minimum annual fee of $200,000. The management fee for the years ended December 31, 1994, 1993 and 1992 was $226,000, $234,000 and $248,000, respectively. To the extent possible, the management fee and other expenses incurred by the Partnership are paid with funds provided from operations. Funds provided from operations for the periods discussed, primarily were obtained from interest received from short-term investments and interest and other income earned from portfolio investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation of Portfolio Investments - For the year ended December 31, 1994, the Partnership had a $45,000 net unrealized loss primarily resulting from a decrease in the public market price of Cincinnati Bell Inc.'s common stock. Additionally during 1994, $225,000 was transferred from unrealized loss to realized loss due to the sale of the Partnership's investment in Eidetics, as discussed above. The $225,000 transfer from unrealized loss to realized loss less the $45,000 unrealized loss resulted in a $180,000 increase in net unrealized appreciation of investments for 1994.
For the year ended December 31, 1993, the Partnership had a $95,000 net unrealized gain from its portfolio investments resulting from the net upward revaluation of certain portfolio investments.
For the year ended December 31, 1992, the Partnership had a net unrealized loss of $410,000 from its portfolio investments, primarily resulting from the downward revaluation of its investments in Inn-Room Systems, Inc. and Cincinnati Bell Inc. Additionally during 1992, the Partnership transferred $375,000 from unrealized loss to realized loss relating to the write-off of its investment in Softstrip, as discussed above. The $410,000 unrealized loss, offset by the $375,000 transfer from unrealized loss to realized loss, resulted in a $35,000 decrease in the Partnership's unrealized appreciation of investments for 1992.
Net Assets - Changes to net assets resulting from operations are comprised of 1) net realized gain or loss from operations and 2) changes in net unrealized appreciation or depreciation of portfolio investments. For the years ended December 31, 1994, 1993 and 1992, Partnership had a net decrease in net assets resulting from operations of $500,000, $173,000 and $869,000, respectively.
At December 31, 1994, the Partnership's net assets were $8.4 million, down $500,000 from $8.9 million at December 31, 1993. The $500,000 decrease was comprised of the $679,000 net realized loss from operations offset by the $180,000 unrealized appreciation of investments for 1994.
At December 31, 1993, the Partnership's net assets were $8.9 million, down $173,000 from $9.1 million at December 31, 1992. This decrease was comprised of the $269,000 net realized loss from operations offset by the $95,000 unrealized appreciation of investments for 1993.
At December 31, 1992, the Partnership's net assets were $9.1 million, down $869,000 from $10 million at December 31, 1991. The $869,000 decrease was comprised of the $834,000 net realized loss from operations and the $35,000 unrealized depreciation of investments for 1992.
Gains and 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 ("Unit"), net unrealized depreciation of investments has been included as if the net 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 December 31, 1994, 1993 and 1992 was $744, $788 and $803, respectively.
Item 8.


Item 8. Financial Statements and Supplementary Data.
WESTFORD TECHNOLOGY VENTURES, L.P. INDEX
Report of Independent Certified Public Accountants - BDO Seidman Independent Auditors' Report - Deloitte & Touche LLP
Balance Sheets as of December 31, 1994 and 1993
Schedule of Portfolio Investments as of December 31, 1994 Schedule of Portfolio Investments as of December 31, 1993
Statements of Operations for the years ended December 31, 1994, 1993 and 1992
Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992
Statements of Changes in Partners' Capital for the years ended December 31, 1992, 1993 and 1994
Notes to Financial Statements
NOTE - All schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements or the notes thereto.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Westford Technology Ventures, L.P.
We have audited the accompanying balance sheet of Westford Technology Ventures, L.P. (the "Partnership"), including the schedule of portfolio investments, as of December 31, 1994, and the related statements of operations, cash flows and changes in partners' capital for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Westford Technology Ventures, L.P. at December 31, 1994, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
As explained in Note 2, the financial statements include investments valued at $6,725,325, representing 80% of partners' capital as of December 31, 1994 whose values have been estimated by the managing general partner in the absence of readily ascertainable market values. We have reviewed the procedures used by the managing general partner in arriving at its estimates of value of such investments and have inspected underlying documentation and, in the circumstances, we believe the procedures are reasonable and the documentation appropriate. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used and a ready market for the investments existed, and the differences could be material.
BDO Seidman
New York, New York February 14, 1995
INDEPENDENT AUDITORS' REPORT
Westford Technology Ventures, L.P.
We have audited the accompanying balance sheet of Westford Technology Ventures, L.P. (the "Partnership"), including the schedule of portfolio investments, as of December 31, 1993, and the related statements of operations, cash flows, and changes in partners' capital for each of the two years in the period ended December 31, 1993. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at December 31, 1993 by correspondence with the custodian; where confirmation was not possible, we performed other audit procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of Westford Technology Ventures, L.P. at December 31, 1993, and the results of its operations, its cash flows and changes in its partners' capital for each of the two years in the period ended December 31, 1993 in conformity with generally accepted accounting principles.
As explained in Note 2, the financial statements include securities valued at $5,682,293 at December 31, 1993 representing 64% of net assets, whose values have been estimated by the Managing General Partner in the absence of readily ascertainable market values. We have reviewed the procedures used by the Managing General Partner in arriving at its estimate of value of such securities and have inspected underlying documentation, and, in the circumstances, we believe the procedures are reasonable and the documentation appropriate. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material.
Deloitte & Touche LLP
New York, New York February 22, 1995
WESTFORD TECHNOLOGY VENTURES, L.P. BALANCE SHEETS December 31,
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS December 31, 1994
(A) Public company
(B) In January 1995, the Partnership sold 20,000 common shares of Cincinnati Bell Inc. for $389,000, realizing a loss of $4,000.
WESTFORD TECHNOLOGY VENTURES, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS - continued December 31, 1994
(C) During December 1994, the Partnership converted demand notes totaling $170,000 and $15,267 of accrued interest due from Cybernetics Systems International Corp. into 840 preferred shares of the company. Additionally, in connection with the note conversion, the Partnership received a warrant to purchase 70,795 shares of the company's common stock at $.52 per share. Also in December 1994, the company effected a 100-for-1 split of its common stock. As a result, the Partnership exchanged its 1,000 common shares of Cybernetics and warrant to purchase 75 common shares at $52.13 per share for 100,000 common shares and a warrant to purchase 7,500 common shares of the company at $.52 per share.
(D) During 1994, the Partnership purchased promissory notes with a face value totaling $500,000 and warrants to purchase 260,000 shares of common stock of Spectrix Corporation for $500,000. In 1994, the Partnership also purchased 62,500 preferred shares of Spectrix for $250,000 and converted the $500,000 of promissory notes and accrued interest of $18,940 into 129,735 preferred shares of the company. Additionally, in connection with these transactions, the Partnership received warrants to purchase 76,894 shares of Spectrix common stock at $.50 per share and warrants to purchase 25,000 common shares at $5.00 per share.
(E) In April 1994, Eidetics Incorporated was sold in a management buyout for a $4,190 cash down payment and potential future payments to be determined by the actual cash receipts of the acquiring company for five years from the buyout date. The Partnership recorded a $251,000 receivable related to such expected future payments. The Partnership realized a $384,000 loss from this transaction in 1994.
* May be deemed an affiliated person of the Partnership as defined in the Investment Company Act of 1940.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P. SCHEDULE OF PORTFOLIO INVESTMENTS December 31, 1993
(A) Public company
* May be deemed an affiliated person of the Partnership as defined in the Investment Company Act of 1940.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P. STATEMENTS OF OPERATIONS For the Years Ended December 31,
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P. STATEMENTS OF CASH FLOWS For the Years Ended December 31,
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the Years Ended December 31, 1992, 1993 and 1994
(A) The net asset value per unit of limited partnership interest, including an assumed allocation of net unrealized depreciation of investments, was $803, $788 and $744 at December 31, 1992, 1993 and 1994, respectively.
See notes to financial statements.
WESTFORD TECHNOLOGY VENTURES, L.P. NOTES TO FINANCIAL STATEMENTS
1. Organization and Purpose
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited partnership formed on September 3, 1987. WTVI Co., L.P., the managing general partner of the Partnership (the "Managing General Partner") and four individuals (the "Individual General Partners") are the general partners of the Partnership. Hamilton Capital Management Inc. (the "Management Company") is the general partner of the Managing General Partner and the management company of the Partnership. The Partnership began its principal operations on December 1, 1988.
The Partnership's objective is to achieve long-term capital appreciation by making venture capital investments in new and developing companies and other special investment situations. The Partnership will 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 fair value of publicly-held portfolio securities is adjusted to the average closing public market price for the last five trading days of each quarter discounted by a factor of 0% to 50% for sales restrictions. Factors considered in the determination of an appropriate discount include, underwriter lock-up or Rule 144 trading restrictions, insider status where the Partnership either has a representative serving on the Board of Directors or is greater than a 10% shareholder, and other liquidity factors such as the size of the Partnership's position in a given company compared to the trading history of the public security. Privately-held portfolio securities are carried at cost until significant developments affecting the portfolio company provide a basis for change in valuation. The fair value of private securities is adjusted 1) to reflect meaningful third-party transactions in the private market or 2) to reflect significant progress or slippage in the development of the company's business such that cost is no longer reflective of fair value. As a venture capital investment fund, the Partnership's portfolio investments involve a high degree of business and financial risk that can result in substantial losses. The Managing General Partner considers such risks in determining the fair value of the Partnership's portfolio investments.
Investment Transactions - Investment transactions are recorded on the accrual method. Portfolio investments are recorded on the trade date, the date the Partnership obtains an enforceable right to demand the securities or payment therefor. Realized gains and losses on investments sold are computed on a specific identification basis.
WESTFORD TECHNOLOGY VENTURES, L.P. NOTES TO FINANCIAL STATEMENTS
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 income tax returns. The Partnership's net assets for financial reporting purposes differ from its net assets for tax purposes. Net unrealized depreciation of $226,634 at December 31, 1994, which was recorded for financial statement purposes, was not recognized for tax purposes. Additionally, from inception to December 31, 1994, timing differences relating to realized losses totaling $382,000 have been deducted on the Partnership's financial statements and syndication costs relating to the selling of Units totaling $1.2 million were charged to partners' capital on the financial statements. These amounts have not been deducted or charged against partners' capital for tax purposes.
Statements of Cash Flows - The Partnership considers cash held in its interest bearing cash account to be cash equivalents.
Organizational Costs - Organizational costs of $331,596 were amortized over a sixty-month period which commenced on December 1, 1988.
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that the Managing General Partner will be allocated, on a cumulative basis over the life of the Partnership, 20% of the Partnership's aggregate investment income and net realized gains from venture capital investments, provided that such amount is positive. All other gains and losses of the Partnership are allocated among all the Partners, including the Managing General Partner, in proportion to their respective capital contributions to the Partnership.
4. Related Party Transactions
The Management Company provides, or arranges for others to provide, the management and administrative services necessary for the operation of the Partnership. For these services, the Management Company receives a management fee at an annual rate of 2.5% of the gross capital contributions to the Partnership (net of selling commissions and organizational expenses paid by the Partnership), reduced by capital distributed and realized losses, with a minimum fee of $200,000 per annum. Such fee is determined quarterly and paid monthly.
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three Independent General Partners receives $10,000 annually in quarterly installments and $1,000 for each meeting of the Independent General Partners attended, plus out-of-pocket expenses.
WESTFORD TECHNOLOGY VENTURES, L.P. NOTES TO FINANCIAL STATEMENTS
6. Commitments
The Partnership and other investors of Inn-Room Systems, Inc. have guaranteed a bank loan payable by the company. The Partnership's portion of the guarantee is $72,000.
7. Short-Term Investments
At December 31, 1994 and 1993, the Partnership had investments in short-term securities as detailed below.
8. Subsequent Event
In February 1995, the Partnership sold 20,000 shares of Cincinnati Bell Inc. common stock for $389,000. At December 31, 1994, these shares were valued at $350,000, using the Partnership's standard valuation policy for publicly-traded securities.
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
On September 12, 1994, the Partnership received a letter from Deloitte & Touche LLP confirming that the client-auditor relationship between them had ceased. The principal reason for terminating the relationship was that the relatively small size of the Partnership had made it increasingly difficult for Deloitte & Touche LLP to serve as auditor on a cost-effective basis. The Deloitte & Touche LLP reports on the financial statements of the Partnership for the years ended December 31, 1993 and 1992 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two years ended December 31, 1993 and through September 12, 1994, the date the relationship ceased, there were no "disagreements" between the Partnership and Deloitte & Touche LLP or "reportable events" as defined in Item 304 of Regulation S-K.
On December 1, 1994, the Partnership appointed BDO Seidman as independent accountants of the Partnership, commencing with the year ending December 31, 1994.
PART III
Item 10.



Item 10. Directors and Executive Officers of the Registrant.
The Partnership
The information set forth under the caption "Election of General Partners" in the Annual Meeting Proxy Statement is incorporated herein by reference.
The Management Company
The Management Company performs, or arranges for others to perform, the management and administrative services necessary for the operation of the Partnership pursuant to the Management Agreement between the Partnership and the Management Company. At March 17, 1995, the directors and executive officers of the Management Company are:
Name and Age Position Held Date Elected as a Director
The directors of the Management Company will serve as directors until the next annual meeting of stockholders and until their successors are elected and qualified. The officers of the Management Company will hold office until the next annual meeting of the Board of Directors of the Management Company and until their successors are elected and qualified.
The information with respect to Mr. Hamilton, the sole shareholder of the Management Company, set forth under the subcaption "Election of Individual General Partners" in the Annual Meeting Proxy Statement is incorporated herein by reference.
There are no family relationships among any of the Individual General Partners of the Partnership. Jeffrey T. Hamilton and Louise M. Hamilton, President, Secretary and Chairman of the Board of Directors and Director of the Management Company, respectively, are husband and wife.
Item 11.

Item 11. Executive Compensation.
The information with respect to the compensation of the Individual General Partners set forth under the subcaption "Election of Individual General Partners" in the Annual Meeting Proxy Statement is incorporated herein by reference.
The information with respect to the allocation and distribution of the Partnership's profits and losses to the Managing General Partner set forth under the subcaption "Election of Managing General Partner" in the Annual Meeting Proxy Statement is incorporated herein by reference.
The information with respect to the management fee payable to the Management Company set forth under the caption "The Terms of the Current Management Agreement and the Proposed Management Agreement" in the Annual Meeting Proxy Statement is incorporated herein by reference.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning the security ownership of the Individual General Partners set forth under the subcaption "Election of Individual General Partners" in the Annual Meeting Proxy Statement is incorporated herein by reference.
As of March 17, 1995, no person or group is known by the Partnership to be the beneficial owner of more than 5 percent of the Units. Mr. Ames, an Individual General Partner of the Partnership, owns 10 Units and Ms. Trammell, the Treasurer and Director of the Management Company, owns 3 Units. The Individual General Partners and the directors and officers of the Management Company as a group own thirteen Units or less than one percent of the total Units outstanding.
The Partnership is not aware of any arrangement which may, at a subsequent date, result in a change of control of the Partnership.
Item 13.

Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, in the capacities indicated on the 24th day of March 1995.
WESTFORD TECHNOLOGY VENTURES, L.P.
By: WTVI Co., L.P. its managing general partner
By: Hamilton Capital Management Inc. its general partner
Exhibit Index
Exhibits Page
3.1 Amended and Restated Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference).
16.1 Letter from Deloitte & Touche LLP pursuant to Item 304(a)(3) of Regulation S-K (filed as Exhibit 16 to Form 8-K dated September 12, 1994 and incorporated herein by reference).
27 Financial Data Schedule.