UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
FORM 8-K/A
-------------------------------
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
January 26, 1994 0-14871
(Date of earliest report) (Commission File
Number)
ML MEDIA PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
New York 13-3221085
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
World Financial Center, South Tower, New York, New York
10080-6108
(Address of Principal Executive Offices) (Zip Code)
(212) 236-6577
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last
report.)
<PAGE>
Item 5. Other Events
Registrant has engaged Merrill Lynch & Co. and Daniels &
Associates to act as its financial advisors in connection with a
possible
sale of all or a portion of Registrant's California cable
systems.
The California cable systems serve approximately 132,000
basic
subscribers in Anaheim and Manhattan/Hermosa Beach and
surrounding areas in
southern California and in Rohnert Park and Fairfield and
surrounding areas
in northern California.
There can be no assurances that the Registrant will be
able to
enter into an agreement to sell the systems on terms acceptable
to the
Registrant or that any such sale will be consummated. If a sale
is
consummated, it is expected that it would be consummated no
earlier than
the second half of 1994.
As an alternative to a sale, Registrant and its
financial
advisors may consider other strategic transactions to maximize
the value of
the California cable systems, such as a joint venture or an
affiliation
agreement with a larger multiple system operator.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of
1934, Registrant has duly caused this report to be signed on its
behalf by
the undersigned thereunto duly authorized.
ML MEDIA PARTNERS, L.P.
By: RP Media Management,
General Partner
By: IMP Media Management,
Inc.
Dated February 1, 1994 By:
Elizabeth McNey Yates
Vice President
