SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 29, 1995
0-14871
(Commission File Number)
ML MEDIA PARTNERS, L.P.
(Exact name of registrant as specified in its governing
instruments)
Delaware
(State or other jurisdiction of organization)
13-3321085
(IRS Employer Identification No.)
World Financial Center
South Tower - 14th Floor
New York, New York 10080-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 236-6472
N/A
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 MEDIA PARTNERS, L.P.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
TABLE OF CONTENTS
Consolidated Balance Sheets as of September 29, 1995
(Unaudited) and December 30, 1994 (Unaudited)
Consolidated Statements of Operations for the Thirteen
and Thirty-Nine Week Periods Ended September 29, 1995
(Unaudited) and September 30, 1994 (Unaudited)
Consolidated Statements of Cash Flows for the Thirty-Nine
Week Periods Ended September 29, 1995 (Unaudited) and
September 30, 1994 (Unaudited)
Notes to Consolidated Financial Statements for the Thirty-
Nine Week Period Ended September 29, 1995 (Unaudited)
<PAGE>
ML MEDIA PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 29, 1995 (UNAUDITED) AND DECEMBER 30, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
September 29, December 30,
Notes 1995 1994
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents 2 $ 35,412,799 $ 26,682,289
Short-term investments held
by agent - 6,000,000
Accounts receivable (net
of allowance for doubtful
accounts of $830,557 and
$808,919, respectively) 10,037,793 11,751,637
Prepaid expenses and deferred
charges (net of accumulated
amortization of $8,195,607
and $7,782,985,
respectively) 3,569,351 3,640,813
Property, plant and
equipment(net of accumulated
depreciation of $125,869,796
and $120,556,173,
respectively) 76,651,098 85,053,152
Intangible assets (net
of accumulated amortization
of $126,121,114 and
$122,438,628, respectively) 89,074,207 102,344,420
Other assets 2 5,497,640 2,858,047
TOTAL ASSETS 2 $220,242,888 $238,330,358
</TABLE>
(Continued on the following page.)
<PAGE>
ML MEDIA PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 29, 1995 (UNAUDITED) AND DECEMBER 30, 1994
(UNAUDITED)
(continued)
<TABLE>
<CAPTION>
September 29, December 30,
Notes 1995 1994
<S> <C> <C> <C>
LIABILITIES AND PARTNERS'
DEFICIT:
Liabilities:
Borrowings 2 $ 193,523,849 $ 218,170,968
Accounts payable and
accrued liabilities 33,704,318 34,522,652
Subscriber advance payments 2,066,817 1,895,400
Total Liabilities 229,294,984 254,589,020
Commitments and Contingencies
2
Partners' Deficit:
General Partner:
Capital contributions, net of
offering expenses 1 1,708,299 1,708,299
Cumulative loss (1,735,902) (1,807,968)
(27,603) (99,669)
Limited Partners:
Capital contributions, net of
offering expenses (187,994
Units of Limited
Partnership Interest) 1 169,121,150 169,121,150
Tax allowance cash
distribution (6,291,459) (6,291,459)
Cumulative loss (171,854,184) (178,988,684)
(9,024,493) (16,158,993)
Total Partners' Deficit (9,052,096) (16,258,662)
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ 220,242,888 $ 238,330,358
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
ML MEDIA PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED SEPTEMBER 29, 1995
(UNAUDITED) AND SEPTEMBER 30, 1994 (UNAUDITED)
<TABLE>
<CAPTION> Thirteen Weeks Thirty-Nine Weeks
September 29, September 30, September 29, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
REVENUES:
Operating
revenue $28,078,350 $26,268,330 $82,708,840 $78,307,869
Interest 68,815 51,431 207,960 133,695
Gain on sales
of assets
- (4,082) - 122,154
Gain on sale
of WREX 8,456,121 - 8,456,121 -
Total
revenues 36,603,286 26,315,679 91,372,921 78,563,718
COSTS AND
EXPENSES:
Property
operating 9,747,703 9,686,898 30,078,603 28,625,944
General and
adminis-
trative 6,303,598 5,275,016 17,328,824 15,690,663
Depreciation
and amorti-
zation 6,622,716 7,507,082 21,540,678 22,651,142
Interest
expense 4,349,855 4,179,711 14,029,862 11,335,962
Management
fees 392,472 397,957 1,188,388 1,193,873
Total costs
and
expenses 27,416,344 27,046,664 84,166,355 79,497,584
NET INCOME/
(LOSS) $ 9,186,942 $ (730,985) $ 7,206,566 $ (933,866)
PER UNIT OF LIMITED PARTNERSHIP INTEREST:
NET INCOME/
(LOSS) $ 48.38 $ (3.85) $ 37.95 $ (4.92)
Number of
Units 187,994 187,994 187,994 187,994
See Notes to Consolidated Financial Statements (Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTY-NINE WEEK PERIODS ENDED SEPTEMBER 29, 1995 (UNAUDITED)
AND SEPTEMBER 30, 1994 (UNAUDITED)
<TABLE>
<CAPTION>
September 29, September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net Income/(Loss) $ 7,206,566 $ (933,866
)
Adjustments to reconcile net
income/(loss) to net cash provided by
operating activities:
Depreciation and amortization 21,540,678 22,651,142
Bad debt expense 248,717 164,603
Gain on sale of assets - (122,154)
Gain on sale of WREX (8,456,121) -
Change in operating assets and
liabilities:
Decrease/(increase) in accounts
receivable 1,392,209 (297,047)
Decrease in short-term investments
held by agent 6,000,000 -
Increase in prepaid expenses
and deferred charges (551,775) (37,570)
(Increase)/decrease in other assets (1,676,664) 3,480,822
(Decrease)/increase in accounts payable
and accrued liabilities (3,152,428) 1,358,344
Increase/(decrease) in subscriber
advance payments 171,417 (38,332)
Net cash provided by operating
activities 22,722,599 26,225,942
</TABLE>
(Continued on the following page.)
<PAGE>
ML MEDIA PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTY-NINE WEEK PERIODS ENDED SEPTEMBER 29, 1995
(UNAUDITED) AND SEPTEMBER 30, 1994 (UNAUDITED)
(continued)
<TABLE>
<CAPTION>
September September
29, 30,
1995 1994
<S> <C> <C>
Cash flows from investing activities:
Proceeds from sale of assets - 248,389
Purchase of property, plant and
equipment (7,422,545) (5,572,278)
Additions to intangible assets (218,150) (3,580,633)
Proceeds from sale of WREX 18,295,725 -
Net cash provided by (used in)
investing activities 10,655,030 (8,904,522)
Cash flows from financing activities:
Principal payments on bank loans (24,647,119) (8,900,000)
Net cash used in financing activities (24,647,119) (8,900,000)
Net increase in cash and cash
equivalents 8,730,510 8,421,420
Cash and cash equivalents at
beginning of period 26,682,289 26,916,477
Cash and cash equivalents at end of
period $ 35,412,799 $35,337,897
Cash paid for interest $ 14,976,261 $10,203,421
</TABLE>
Supplemental Disclosure of Non-Cash Investing and Financing
Activities:
The Partnership continues to consolidate its pro rata 50%
interest in the Joint Venture between the Partnership and Century
(herein referenced to as the "Revised Venture") which, effective
January 1, 1994, also includes the operations of C-ML Radio.
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
ML MEDIA PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THIRTY-NINE WEEK PERIOD ENDED SEPTEMBER 29, 1995
(UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ML Media Partners, L.P. (the "Partnership") was formed and the
Certificate of Limited Partnership was filed under the Delaware
Revised Uniform Limited Partnership Act on February 1, 1985.
Operations commenced on May 14, 1986 with the first closing of
the sale of units of limited partnership interest ("Units").
Subscriptions for an aggregate of 187,994 Units were accepted and
are now outstanding.
Media Management Partners (the "General Partner") is a joint
venture, organized as a general partnership under the laws of the
State of New York, between RP Media Management (a joint venture
organized as a general partnership under the laws of the State of
New York, consisting of The Elton H. Rule Company and IMP Media
Management, Inc.), and ML Media Management Inc., a Delaware
corporation and an indirect wholly-owned subsidiary of Merrill
Lynch & Co., Inc. The General Partner was formed for the purpose
of acting as general partner of the Partnership. The General
Partner's total capital contribution was $1,898,934 which
represents 1% of the total Partnership capital contributions.
Pursuant to the terms of the Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement"), the General
Partner is liable for all general obligations of the Partnership
to the extent not paid by the Partnership. The limited partners
are not liable for the obligations of the Partnership in excess
of the amount of their contributed capital.
The purpose of the Partnership is to acquire, finance, hold,
develop, improve, maintain, operate, lease, sell, exchange,
dispose of and otherwise invest in and deal with media businesses
and direct and indirect interests therein.
Certain reclassifications were made to the 1994 financial
statements to conform with the current period's presentation.
In the opinion of the General Partner, the financial statements
include all adjustments necessary to reflect fairly the results
of the interim periods presented. All adjustments are of a
normal recurring nature.
<PAGE>
2. LIQUIDITY
As of September 29, 1995, the Partnership had $35,412,799 in cash
and cash equivalents, of which $30,651,136 was limited for use at
the operating level and the remaining $4,761,663 was the
Partnership's working capital.
On November 28, 1994, the Partnership entered into an agreement
to sell substantially all of the assets used in the operations of
the Partnership's California cable systems subject to numerous
conditions to closing (see below).
On May 25, 1995, the Partnership entered into an agreement to
sell substantially all of the assets used in the operations of
the Partnership's television station WREX. This sale was
consummated on July 31, 1995 (see below).
On June 1, 1995, the Partnership entered into an agreement to
sell substantially all of the assets used in the operations of
the Partnership's television station KATC. The sale was
consummated on September 30, 1995. Although the General Partner
is owed $15.8 million in deferred fees and expenses as of
September 29, 1995, the Partnership expects to (1) apply only
approximately $7.6 million of the $15.2 million in net sale
proceeds resulting from the KATC sale toward paying a portion of
such deferred fees and expenses; and (2) distribute approximately
$7.6 million in remaining net sale proceeds to Partners as soon
as practicable in the fourth quarter. (see below). The
Partnership intends to pay the remaining deferred amounts due to
the General Partner from net sales proceeds it receives from the
disposition of its investments and any remaining proceeds from
each disposition will be distributed to the Partners of the
Partnership.
California Cable
On November 28, 1994, the Partnership entered into an agreement
(the "Asset Purchase Agreement") with Century Communications
Corp. ("Century") to sell to Century substantially all of the
assets used in the Partnership's California Cable operations
serving Anaheim and Hermosa Beach/Manhattan Beach (the "Southern
California Systems") and Rohnert Park/Yountville and Fairfield
(the "Northern California Systems"). The base purchase price
specified in the Asset Purchase Agreement for the systems is $286
million, subject to reduction by an amount equal to 11 times the
amount, if any, by which the operating cash flow of the systems
(as adjusted in accordance with the Asset Purchase Agreement) is
less than $26 million for the 12-month period prior to the
closing, and subject to further adjustment as provided in the
Asset Purchase Agreement. In addition, the Partnership has the
right to terminate the Asset Purchase Agreement if the purchase
price would be less than $260 million based on the formula
described above. Consummation of the transactions provided for
in the Asset Purchase Agreement is subject to the satisfaction of
certain conditions, including obtaining approvals of the sale
from the Federal Communications Commission ("FCC") and the
municipal authorities issuing the franchises for the systems and
the approvals of certain franchise extensions, including the
renewal of the franchise license for the Anaheim, California
system. The Partnership, Century and the city of Anaheim have
been negotiating for several months the terms of the renewal of
the Anaheim franchise license, but to date they have been unable
to reach agreement. If an Anaheim renewal is not obtained and
does not become final (as defined in the Asset Purchase
Agreement) by December 31, 1995, Century could elect to terminate
its obligation to purchase the Southern California Systems and
the Partnership could elect to terminate its obligation to sell
either the Southern California Systems or both the Southern
California Systems and the Northern California Systems. Even if
an Anaheim renewal is obtained prior to December 31, 1995, it may
not be feasible that the renewal granted will become final by
December 31, 1995 because of the time periods required to lapse
before any such renewal becomes final. As a result of the
foregoing matters, and the continuing nature of the negotiations
with Century, there can be no assurances that the sale of all or
any portion of the systems will be consummated as currently
contemplated under the Asset Purchase Agreement. (See below for
a description of possible future defaults under the ML California
Cable Credit Agreement, as amended).
The Partnership is currently unable to determine the impact of
the February 22, 1994 FCC action and previous FCC actions (see
below) on its ability to consummate the sale of the California
cable systems or the potential timing and ultimate value of such
sale. However, as discussed below, the FCC actions have had, and
will have, a detrimental impact on the revenues and profits of
the California cable systems.
As of September 30, 1994 and December 30, 1994, due in part to
the negative impact of rate re-regulation on the operations of
the California cable systems, the Partnership was in default of
certain financial covenants contained in the revised ML
California Credit Agreement. In addition, as of December 30,
1994, the Partnership expected to be unable to meet during 1995
the principal payment requirements then contained in the revised
ML California Credit Agreement. These defaults were cured during
the first quarter of 1995.
Effective February 23, 1995, the Partnership and the banks
entered into a first amendment (the "First Amendment") to the
revised ML California Credit Agreement that provided for reduced
principal payments and less restrictive covenants during the
first three quarters of 1995. In exchange, the Partnership paid
an amendment fee of $322,969 to the banks and agreed to allow the
banks to charge a higher interest rate on outstanding borrowings
under the revised ML California Credit Agreement. (A further fee
of $322,969 plus additional interest for the full year 1995 will
be due to the lenders if the sale of the California cable systems
is not consummated prior to December 29, 1995.) Certain other
terms of the revised ML California Credit Agreement were also
affected by the First Amendment.
The Partnership currently expects that it will be able to remain
in compliance with the terms of the revised ML California Credit
Agreement, as amended, until December 29, 1995, during which
period the Partnership will seek to consummate the sale of the
California cable systems to Century. The Partnership currently
expects that if the sale of all or a portion of the California
cable systems is not consummated prior to December 29, 1995, the
Partnership will be unable to meet the scheduled December 29,
1995 principal payment of approximately $13.1 million due to the
banks pursuant to the revised ML California Credit Agreement, as
amended. If such payment is not made, the banks under the ML
California Credit Agreement may accelerate the payment
obligations with respect to the full amount owing under such
credit agreement and may take other action to enforce their
rights under such credit agreement, including foreclosure on the
California cable systems. The Partnership intends to work
closely with the banks if the sale of all or a portion of the
California cable systems is not to be consummated prior to
December 29, 1995. No assurance can be given that the
Partnership will be successful in any attempt it may take to
amend or restructure the ML California Credit Agreement, as
amended. The loan under the ML California Credit Agreement, as
amended, is nonrecourse to the other assets of the Partnership.
As of September 29, 1995, the Partnership was in compliance under
the revised ML California Credit Agreement and the outstanding
principal debt balance was $123,792,501.
As of September 29, 1995, the Partnership had funds related to
the Northern California Systems in an escrow account totaling
$806,310, which funds were included in other assets on the
accompanying consolidated balance sheet. The funds were
deposited in such account during 1994 in accordance with the
Partnership's Agreement with Cable Telecommunications Joint
Powers Agency ("CTJPA") to be held for the benefit of CTJPA's
subscribers pending determination of the Partnership's potential
need to make refunds to the subscribers in connection with rate
re-regulation.
As of September 29, 1995, the Partnership had funds in an
additional escrow account totaling $701,767, which funds were
included in other assets on the accompanying consolidated balance
sheet. The funds were deposited in such account during the first
quarter of 1995 to be held for the benefit of the city of
Fairfield's subscribers pending determination of the
Partnership's potential need to make refunds to the subscribers
in connection with rate re-regulation.
The FCC has not yet made a decision on the CTJPA rate appeal.
However, the FCC's decision on the most material issues in the
Partnership's other rate cases have been decided in a manner
predominantly favorable to the Partnership. The FCC decision on
the Fairfield rate appeal was predominantly favorable to the
Partnership. The city of Fairfield escrow account is expected to
be substantially reduced at such time as the city has revised the
rate structure to be in compliance with the conditions of the
FCC's decision.
WREX-KATC
On July 31, 1995, the Partnership completed the sale to Quincy
Newspapers, Inc. ("Quincy") of substantially all of the assets
used in the operations of the Partnership's television station
WREX-TV, Rockford, Illinois ("WREX"), other than cash and
accounts receivable. The purchase price for the assets was
$18,370,500, subject to certain adjustments. A reserve of
approximately $2.3 million was established to cover certain
purchase price adjustments and expenses and liabilities relating
to the sale, and the balance of approximately $16.1 million was
applied to repay a portion of the bank indebtedness secured by
the assets of WREX and KATC. Quincy did not assume the accounts
payable and certain other liabilities of WREX and the Partnership
will remain liable for such liabilities. On the sale of WREX,
the Partnership recognized a gain for financial reporting
purposes of approximately $8.5 million in the third quarter of
1995.
On September 30, 1995, the Partnership completed the sale to KATC
Communications, Inc. (the "KATC Buyer") of substantially all of
the assets used in the operations of the Partnership's television
station KATC-TV, Lafayette, Louisiana ("KATC") other than cash
and accounts receivable. The KATC Buyer did not assume the
accounts payable and certain other liabilities of KATC and the
Partnership will remain liable for such liabilities. The
purchase price for the assets was $24.5 million. From the
proceeds of the sale, approximately $6.3 million was applied to
repay in full the remaining bank indebtedness secured by the
assets of KATC; a reserve of approximately $2.0 million was
established to cover certain purchase price adjustments and
expenses and liabilities relating to the sale; $1.0 million was
deposited into an indemnity escrow to secure the Partnership's
indemnification obligations to the KATC Buyer; approximately $7.6
million is expected to be applied to pay a portion of deferred
fees and expenses owed to the General Partner; and the remaining
amount of approximately $7.6 million is expected to be
distributed to Partners as soon as practicable in the fourth
quarter. Such distribution will be made to those persons who are
holders of Partnership Interest on September 30, 1995, in
accordance with the terms of the Partnership's Partnership
Agreement. As of September 29, 1995, deferred fees and expenses
owed to the General Partner totaled approximately $15.8 million.
The Partnership will recognize a gain for financial reporting
purposes of approximately $12.2 million on the sale of KATC in
the fourth quarter of 1995.
See Part II, Item 5 - Other Information for a description of the
proforma effect of the KATC sale.
WINCOM-WEBE-WICC
The Partnership was in compliance with all terms of its Wincom-
WEBE-WICC Loan and the Restructuring Agreement as of September 29,
1995. The outstanding principal debt balance was $13,698,428 as
of September 29, 1995.
Recognition of Sale Assignment of Partnership Interests
In addition, with respect to assignments of Partnership Interests
recognized by the Partnership for the period ending September 30,
1995, such assignments will be recognized as of the close of
business on September 30, 1995 and effective for the period
commencing on October 1, 1995, and, accordingly, assignees after
such time will not be entitled to the distribution related to the
KATC sale.
Impact of Cable Legislation and Regulation
The future liquidity of the Partnership's cable operations,
California Cable and C-ML Cable, is likely to be negatively
affected by recent and ongoing changes in legislation and
regulation governing the cable industry. The potential impact of
such legislation and regulation on the Partnership is described
below.
On October 5, 1992, Congress overrode the President's veto of the
Cable Consumer Protection and Competition Act of 1992 (the "1992
Cable Act") which imposed significant new regulations on the
cable television industry. The 1992 Cable Act required the
development of detailed regulations and other guidelines by the
Federal Communications Commission ("FCC"), most of which have now
been adopted but remain subject to petitions for reconsideration
before the FCC and/or court of appeals.
Rate Regulation
The 1992 Cable Act completely supplanted the rate regulation
provisions of the 1984 Cable Act. The 1992 Act establishes that
rate regulation applies to rates charged for the basic tier of
service by any cable system not subject to "effective
competition," which is, in turn, deemed to exist if (1) fewer
than 30 percent of the households in the service area subscribe
to the system, (2) at least 50 percent of the households in the
franchise area are served by two multichannel video programming
distributors ("MVPD") and at least 15 percent of the households
in the franchise area subscribe to any MVPD other than the
dominant cable operator, or (3) a franchising authority for that
franchise area itself serves as a multichannel video programming
distributor offering service to at least 50 percent of the
households in the franchise area. Under this new statutory
definition, the Partnership's systems, like most cable systems in
most areas, are not presently subject to effective competition.
The basic tier must include all signals required to be carried
under the 1992 Cable Act's mandatory carriage provisions, all PEG
channels required by the franchise, and all broadcast signals
other than "superstations."
Acting pursuant to the foregoing statutory mandate, the FCC, on
May 3, 1993, released a Report and Order ("Rate Order")
establishing a new regulatory scheme governing the rates for
certain cable television services and equipment. The new rules,
among other things, set certain benchmarks enabling local
franchise authorities to require rates for "basic service" (as
noted, essentially, local broadcast and access channels) and the
FCC (upon receipt of individual complaints) to require rates for
certain satellite program services (excluding premium channels)
to fall approximately 10% from September 30, 1992 levels, unless
the cable operator is already charging rates that are at a so-
called "competitive" benchmark level or it can justify a higher
rate based on a cost-of-service showing. Rates of all regulated
cable systems are then subject to a price cap that governs the
extent to which rates can be raised in the future without a cost-
of-service showing. The rules announced in May 1993, became
effective on September 1, 1993.
On February 22, 1994, the FCC adopted a series of additional
measures that expanded and substantially altered its cable rate
regulations. The FCC's major actions included the following:
(1) a modification of its benchmark methodology in a way which
effectively required cable rates to be reduced, on average, an
additional 7% (i.e., beyond the 10% reduction previously ordered
in 1993) from their September 30, 1992 level, or to the new
benchmark, whichever is less; (2) the issuance of new standards
and requirements to be used in making cost-of-service showings by
cable operators who seek to justify rates above the levels
determined by the benchmark approach; and (3) the clarification
and/or reaffirmation of a number of "going forward" issues that
had been the subject of various petitions for reconsideration of
its May 3, 1993 Rate Order.
In deciding to substantially revise its benchmark methodology for
regulated cable rates, the FCC actually created two benchmark
systems. Thus, whereas the modified rate regulations adopted on
February 22, 1994 became effective as of May 15, 1994, regulated
rates in effect before that date continue to be governed by the
old benchmark system.
Under the FCC's revised benchmark regulations, systems not facing
"effective competition" that have become subject to regulation
were required to set their rates at a level equal to their
September 30, 1992 rates minus a revised "competitive
differential" of 17 percent (a "differential" which, as noted,
was set at 10 percent in the FCC's May 1993 Rate Order). Cable
operators who seek to charge rates higher than those produced by
applying the competitive differential may elect to invoke new
cost-of-service procedures (discussed below).
In addition to revising the benchmark formula and the competitive
differential used in setting initial regulated cable rates, the
FCC adopted rules to simplify the calculations used to adjust
those rates for inflation and external costs in the future. The
FCC also concluded that it will treat increases in compulsory
copyright fees incurred by carrying distant broadcast signals as
external costs in a fashion parallel to increases in the
contractual costs for nonbroadcast programming. It will not,
however, accord external cost treatment to pole attachment fees.
In its May 1993 Rate Order the FCC exempted from rate regulation
the price of packages of "a la carte" channels if certain
conditions were met. Upon reconsideration, however, the FCC on
February 22, 1994 effectively tightened its regulatory treatment
of "a la carte" packages by establishing more elaborate criteria
designed to ensure that such practices are not employed so as to
unduly evade rate regulation. When assessing the appropriate
regulatory treatment of "a la carte" packages, the FCC stated it
will consider, inter alia, the following factors as possibly
suggesting that such packages do not qualify for non-regulated
treatment: whether the introduction of the package avoids a rate
reduction that otherwise would have been required under the FCC's
rules; whether an entire regulated tier has been eliminated and
turned into an "a la carte" package; whether a significant number
or percentage of the "a la carte" channels were removed from a
regulated service tier; whether the package price is deeply
discounted when compared to the price of an individual channel;
and whether the subscriber must pay significant equipment or
other charges to purchase an individual channel in the package.
In addition, the FCC considers factors that will reflect in favor
of non-regulated treatment such as whether the channels in the
package have traditionally been offered on an "a la carte" basis
or whether the subscriber is able to select the channels that
comprise the "a la carte" package. "A la carte" packages which
are found to evade rate regulation rather than enhance subscriber
choice are treated as regulated tiers, and operators engaging in
such practices may be subject to forfeitures or other sanctions
by the FCC.
In another action, the FCC adopted a methodology for determining
rates when channels are added to or deleted from regulated tiers
and announced that it will treat programming costs as external
costs and that operators may recover the full amount of
programming expenses associated with added channels. Operators
may also recover a mark-up on their programming expenses. These
adjustments and calculations are made on a new FCC form.
On November 10, 1994, the FCC adopted new "going forward" rules
and further tightened its regulation of a la carte packages.
These new rules allow operators to pass through the costs, plus a
20 cent per channel mark-up, for channels newly added to
regulated tiers. Through 1996, however, operators will be
subject to an aggregate cap of $1.50 on the amount they may
increase cable program service tier rates due to channel
additions. The FCC also established a "new products tier"
intended to provide operators unregulated pricing and packaging
flexibility, particularly for newer services, so long as they
preserve the fundamental nature of their preexisting regulated
tiers. Outside of the "new products" approach, however, the
Commission reversed its approach to a la carte packages and ruled
that all (non-premium) packages of services -- even if also
available on an a la carte basis -- would be treated as a
regulated tier.
In June of 1995, a federal appeals court rejected a number of
challenges to the FCC's rate regulations, holding that the 17%
rate roll back is lawful. However, this decision also eased the
second test for "effective competition" (as described above) and
permitted cable operators to recover external costs during the
gap period from the enactment of the Cable Act to the initial
date of regulation.
In September of 1995, the FCC announced a new annual rate
adjustment option that allows operators to eliminate the
"regulatory lag" in recovering certain external costs,
streamlines to an extent the rate review process at both the
local franchising authority and FCC levels, and limits the scope
of rate review for a satellite programming tier to the
incremental increase to a previously unchallenged rate.
In a separate action on February 22, 1994, the FCC adopted
interim rules to govern cost of service proceedings initiated by
cable operators. Operators who elect to pursue cost of service
proceedings will have their rates based on their allowable costs,
in a proceeding based on principles similar to those that govern
cost-based rate regulation of telephone companies. Under this
methodology, cable operators may recover, through the rates they
charge for regulated cable service, their normal operating
expenses and a reasonable return on investment. The FCC has, for
these purposes, established an interim industry-wide rate of
return of 11.25%. It has also determined that acquisition costs
above book value are presumptively excluded from the rate base.
At the same time, certain intangible, above-book costs, such as
start-up losses (limited to losses actually incurred during a two-
year start-up period) and the costs of obtaining franchise rights
and some start-up organizational costs such as customer lists,
may be allowed. There are no threshold requirements limiting the
cable systems eligible for a cost of service showing, except
that, once rates have been set pursuant to a cost of service
approach, cable operators may not file a new cost of service
showing to justify new rates for a period of two years. Finally,
the FCC notes that it will, in certain individual cases, consider
a special hardship showing (or the need for special rate relief)
where an operator demonstrates that the rates set by a cost of
service proceeding would constitute confiscation of investment
and that some higher rate would not represent exploitation of
customers. In considering whether to grant such a request, the
FCC emphasizes that, among other things, it would examine the
overall financial condition of the operator and whether there is
a realistic threat of termination of service. These interim
rules remain the subject of both a further FCC rulemaking and a
pending appeal in the U.S. Court of Appeals for the D.C. Circuit,
which is being held in abeyance pending the completion of the
FCC's rules. In September of 1995, the FCC invited comment on a
proposed "abbreviated cost of service" form -- FCC Form 1235 --
which permits operators to recover the costs of "significant"
upgrades (e.g., expansion of system bandwidth capacity) that
provide benefits to subscribers of regulated cable services.
This proposed form may make it easier for cable operators to
raise rates to cover the costs of an upgrade.
In 1995, the FCC has adopted and Congress has proposed measures
that may mitigate the effect of the FCC's rate regulations. In
May, the FCC announced a decision expanding the number of small
cable systems and small companies that qualify for special rate
relief. Systems serving 15,000 or fewer subscribers owned by
small companies of 400,000 or fewer subscribers may elect a new
simplified and possibly more permissive rate mechanism. Pursuant
to this mechanism, small systems may use a new formula to
calculate a per-channel rate that shall be considered
presumptively reasonable if it is below $1.24 per channel. In
addition, bills have passed in both the House and Senate that
would, if ultimately enacted into law, pare back rate regulation
of satellite program services and end cable rate regulation
altogether when a telephone company provides video programming
services directly to subscribers in a cable operator's franchise
area.
The Partnership is currently unable to assess the full impact of
the FCC's further rate regulation decisions and the 1992 Cable
Act generally upon its business prospects or future financial
results. However, the rate reductions mandated by the FCC in May
of 1993 and February of 1994 have had, and will most likely
continue to have, a detrimental impact on the revenues and
profits of the Partnership's cable television operations.
Although the impact of the 1992 Cable Act and the recent FCC
actions cannot yet be ascertained precisely, once fully
implemented, certain aspects of the new law may have an
additional negative impact on the financial condition, liquidity,
and value of the Partnership. The rate reductions and limits on
the pricing of a-la-carte tiers are principally responsible for
the occurrence of since-cured and possible future defaults under
the revised ML California Credit Agreement.
In addition, the Partnership is currently unable to determine the
impact of the February 22, 1994 and the November 10, 1994 FCC
actions and previous FCC actions on its ability to consummate the
sale of the California cable systems or the potential timing and
ultimate value of such sale. However, as discussed below, the
FCC actions have had, and will have, a detrimental impact on the
revenues and profits of the California cable systems.
As an example of the effects of the 1992 Cable Act, in complying
with the benchmark regulatory scheme without considering the
effect of any future potential cost-of-service showing, the
Partnership's California cable systems, on a franchise by
franchise basis, were required to reduce present combined basic
service rates (broadcast tier and satellite service tier)
effective September 1, 1993, and again effective July 14, 1994.
In addition, pursuant to the 1992 Cable Act, revenue from
secondary outlets and from remote control units was eliminated or
reduced significantly. At that time, the Partnership began
instituting charges for converters, as permitted by the 1992
Cable Act, offering programming services on an a-la-carte basis,
which services are not subject to rate regulation, and
aggressively marketing unregulated premium services to those
subscribers benefiting from decreased basic rates. Despite the
institution of these actions by the California cable systems, the
May, 1993 and February, 1994 rate regulations enacted pursuant to
the 1992 Cable Act had a detrimental impact on the revenues and
profits of the California cable systems.
The Partnership is currently unable to ascertain the full impact
of the February 22, 1994 and the November 10, 1994 actions and
previous FCC actions on the C-ML Cable Systems. While the impact
of a September 1, 1993 rate and tier restructuring to comply with
the 1992 Cable Act did not have a significant negative impact on
the revenues and profits of C-ML Cable, the February 22, 1994 FCC
action had a detrimental impact on the revenues and profits of C-
ML Cable. However, the Partnership does not presently anticipate
that this reduced rate of revenue growth will result in any
defaults under the C-ML Notes or the C-ML Revolving Credit
Agreement during 1995. There were no defaults under the C-ML
Notes or the C-ML Revolving Credit Agreement as of September 29,
1995.
Summary
Based upon a review of the current financial performance of the
Partnership's investments, the Partnership continues to monitor
its working capital level. The Partnership does not have
sufficient cash to meet all of the contractual debt obligations
of all of its investments, nor is it obligated to do so.
As previously reported, the Partnership has deferred certain
general partner management fees since the second quarter of 1989
and certain general partner reimbursements of out-of-pocket
expenses since the third quarter of 1989. As of September 29,
1995, the balance of such deferred amounts totaled approximately
$15.8 million. The Partnership intends to pay these deferred
amounts due to the General Partner from net sales proceeds it
receives from the disposition of its investments, including
approximately $7.6 million of the $15.2 million in net proceeds
from the sale of KATC, and any remaining proceeds from each
disposition will be distributed to the Partners of the
Partnership.
3. ADDITIONAL INFORMATION
Additional information, including the audited year-end 1994
Financial Statements and the Summary of Significant Accounting
Policies, is included in the Partnership's filing on Form 10-K
for the year ended December 30, 1994 on file with the Securities
and Exchange Commission.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources.
As of September 29, 1995, Registrant had $35,412,799 in cash and
cash equivalents, of which $30,651,136 was limited for use at the
operating level and the remaining $4,761,663 was Registrant's
working capital.
On November 28, 1994, Registrant entered into an agreement to
sell substantially all of the assets used in the operations of
Registrant's California cable systems subject to numerous
conditions to closing (see below).
On May 25, 1995, Registrant entered into an agreement to sell
substantially all of the assets used in the operations of
Registrant's television station WREX. This sale was consummated
on July 31, 1995 (see below).
On June 1, 1995, Registrant entered into an agreement to sell
substantially all of the assets used in the operations of
Registrant's television station KATC. The sale was consummated
on September 30, 1995. Although the General Partner is owed
$15.8 million in deferred fees and expenses as of September 29,
1995 Registrant expects to (1) apply approximately $7.6 million
of the $15.2 million in net sale proceeds resulting from the KATC
sale toward paying a portion of deferred fees and expenses; and
(2) distribute approximately $7.6 million in remaining net sale
proceeds to Partners as soon as practicable in the fourth
quarter. (see below). Registrant intends to pay the remaining
deferred amounts due to the General Partner from net sales
proceeds it receives from the disposition of its investments and
any remaining proceeds from each disposition will be distributed
to the Partners of the Partnership.
California Cable
On November 28, 1994, Registrant entered into an agreement (the
"Asset Purchase Agreement") with Century Communications Corp.
("Century") to sell to Century substantially all of the assets
used in Registrant's California Cable operations serving Anaheim
and Hermosa Beach/Manhattan Beach (the "Southern California
Systems") and Rohnert Park/Yountville and Fairfield (the
"Northern California Systems"). The base purchase price
specified in the Asset Purchase Agreement for the systems is $286
million, subject to reduction by an amount equal to 11 times the
amount, if any, by which the operating cash flow of the systems
(as adjusted in accordance with the Asset Purchase Agreement) is
less than $26 million for the 12-month period prior to the
closing, and subject to further adjustment as provided in the
Asset Purchase Agreement. In addition, Registrant has the right
to terminate the Asset Purchase Agreement if the purchase price
would be less than $260 million based on the formula described
above. Consummation of the transactions provided for in the
Asset Purchase Agreement is subject to the satisfaction of
certain conditions, including obtaining approvals of the sale
from the Federal Communications Commission ("FCC") and the
municipal authorities issuing the franchises for the systems and
the approvals of certain franchise extensions, including the
renewal of the franchise license for the Anaheim, California
system. Registrant, Century and the city of Anaheim have been
negotiating for several months the terms of the renewal of the
Anaheim franchise license, but to date they have been unable to
reach agreement. If an Anaheim renewal is not obtained and does
not become final (as defined in the Asset Purchase Agreement) by
December 31, 1995, Century could elect to terminate its
obligation to purchase the Southern California Systems and
Registrant could elect to terminate its obligation to sell either
the Southern California Systems or both the Southern California
Systems and the Northern California Systems. Even if an Anaheim
renewal is obtained prior to December 31, 1995, it may not be
feasible that the renewal granted will become final by December
31, 1995 because of the time periods required to lapse before any
such renewal becomes final. As a result of the foregoing
matters, and the continuing nature of the negotiations with
Century, there can be no assurances that the sale of all or any
portion of the systems will be consummated as currently
contemplated under the Asset Purchase Agreement. (See below for
a description of possible future defaults under the ML California
Cable Credit Agreement, as amended).
Registrant is currently unable to determine the impact of the
February 22, 1994 FCC action and previous FCC actions (see below)
on its ability to consummate the sale of the California cable
systems or the potential timing and ultimate value of such sale.
However, as discussed below, the FCC actions have had, and will
have, a detrimental impact on the revenues and profits of the
California cable systems.
As of September 30, 1994 and December 30, 1994, due in part to
the negative impact of rate re-regulation on the operations of
the California cable systems, Registrant was in default of
certain financial covenants contained in the revised ML
California Credit Agreement. In addition, as of December 30,
1994, Registrant expected to be unable to meet during 1995 the
principal payment requirements then contained in the revised ML
California Credit Agreement. These defaults were cured during
the first quarter of 1995.
Effective February 23, 1995, Registrant and the banks entered
into a first amendment (the "First Amendment") to the revised ML
California Credit Agreement that provided for reduced principal
payments and less restrictive covenants during the first three
quarters of 1995. In exchange, Registrant paid an amendment fee
of $322,969 to the banks and agreed to allow the banks to charge
a higher interest rate on outstanding borrowings under the
revised ML California Credit Agreement. (A further fee of
$322,969 plus additional interest for the full year 1995 will be
due to the lenders if the sale of the California cable systems is
not consummated prior to December 29, 1995.) Certain other terms
of the revised ML California Credit Agreement were also affected
by the First Amendment.
Registrant currently expects that it will be able to remain in
compliance with the terms of the revised ML California Credit
Agreement, as amended, until December 29, 1995, during which
period Registrant will seek to consummate the sale of the
California cable systems to Century. Registrant currently
expects that if the sale of all or a portion of the California
cable systems is not consummated prior to December 29, 1995,
Registrant will be unable to meet the scheduled December 29, 1995
principal payment of approximately $13.1 million, due to the
banks pursuant to the revised ML California Credit Agreement, as
amended. If such payment is not made, the banks under the ML
California Credit Agreement may accelerate the payment
obligations with respect to the full amount owing under such
credit agreement and may take other action to enforce their
rights under such credit agreement, including foreclosure on the
California cable systems. Registrant intends to work closely
with the banks if the sale of all or a portion of the California
cable systems is not to be consummated prior to December 29,
1995. No assurance can be given that Registrant will be
successful in any attempt it may take to amend or restructure the
ML California Credit Agreement, as amended. The loan under the
ML California Credit Agreement, as amended, is nonrecourse to the
other assets of Registrant. As of September 29, 1995, Registrant
was in compliance under the revised ML California Credit
Agreement and the outstanding principal debt balance was
$123,792,501.
As of September 29, 1995, Registrant had funds related to the
Northern California Systems in an escrow account totaling
$806,310, which funds were included in other assets on the
accompanying consolidated balance sheet. The funds were
deposited in such account during 1994 in accordance with
Registrant's Agreement with Cable Telecommunications Joint Powers
Agency ("CTJPA") to be held for the benefit of CTJPA's
subscribers pending determination of Registrant's potential need
to make refunds to the subscribers in connection with rate re-
regulation.
As of September 29, 1995, Registrant had funds in an additional
escrow account totaling $701,767, which funds were included in
other assets on the accompanying consolidated balance sheet. The
funds were deposited in such account during the first quarter of
1995 to be held for the benefit of the city of Fairfield's
subscribers pending determination of Registrant's potential need
to make refunds to the subscribers in connection with rate re-
regulation.
The FCC has not yet made a decision on the CTJPA rate appeal.
However, the FCC's decision on the most material issues in
Registrant's other rate cases have been decided in a manner
predominantly favorable to Registrant. The FCC decision on the
Fairfield rate appeal was predominantly favorable to Registrant.
The city of Fairfield escrow account is expected to be
substantially reduced at such time as the city has revised the
rate structure to be in compliance with the conditions of the
FCC's decision.
WREX-KATC
On July 31, 1995, Registrant completed the sale to Quincy
Newspapers, Inc. ("Quincy") of substantially all of the assets
used in the operations of Registrant's television station WREX-
TV, Rockford, Illinois ("WREX"), other than cash and accounts
receivable. The purchase price for the assets was $18,370,500,
subject to certain adjustments. A reserve of approximately $2.3
million was established to cover certain purchase price
adjustments and expenses and liabilities relating to the sale,
and the balance of approximately $16.1 million was applied to
repay a portion of the bank indebtedness secured by the assets of
WREX and KATC. Quincy did not assume the accounts payable and
certain other liabilities of WREX and Registrant will remain
liable for such liabilities. On the sale of WREX, Registrant
recognized a gain for financial reporting purposes of
approximately $8.5 million in the third quarter of 1995.
On September 30, 1995, Registrant completed the sale to KATC
Communications, Inc. (the "KATC Buyer") of substantially all of
the assets used in the operations of Registrant's television
station KATC-TV, Lafayette, Louisiana ("KATC") other than cash
and accounts receivable. The KATC Buyer did not assume the
accounts payable and certain other liabilities of KATC and
Registrant will remain liable for such liabilities. The purchase
price for the assets was $24.5 million. From the proceeds of the
sale, approximately $6.3 million was applied to repay in full the
remaining bank indebtedness secured by the assets of KATC; a
reserve of approximately $2.0 million was established to cover
certain purchase price adjustments and expenses and liabilities
relating to the sale; $1.0 million was deposited into an
indemnity escrow to secure Registrant's indemnification
obligations to the KATC Buyer; approximately $7.6 million is
expected to be applied to pay a portion of deferred fees and
expenses owed to the General Partner; and the remaining amount of
approximately $7.6 million is expected to be distributed to
Partners as soon as practicable in the fourth quarter. Such
distribution will be made to those persons who are holders of
Partnership Interest on September 30, 1995, in accordance with
the terms of Registrant's Partnership Agreement. As of September
29, 1995, deferred fees and expenses owed to the General Partner
totaled approximately $15.8 million.
Registrant will recognize a gain for financial reporting purposes
of approximately $12.2 million on the sale of KATC in the fourth
quarter of 1995.
See Part II, Item 5 - Other Information for a description of the
proforma effect of the KATC sale.
WINCOM-WEBE-WICC
Registrant was in compliance with all terms of its Wincom-WEBE-
WICC Loan and the Restructuring Agreement as of September 29,
1995. The outstanding principal debt balance was $13,698,428 as
of September 29, 1995.
Recognition of Sale Assignment of Partnership Interests
In addition, with respect to assignments of Partnership Interests
recognized by Registrant for the period ending September 30,
1995, such assignments will be recognized as of the close of
business on September 30, 1995 and effective for the period
commencing on October 1, 1995, and, accordingly, assignees after
such time will not be entitled to the distribution related to the
KATC sale.
Impact of Cable Legislation and Regulation
Refer to discussion in Part I Item 1. Financial Statements -
Footnote 2. Liquidity.
Summary.
Based upon a review of the current financial performance of
Registrant's investments, Registrant continues to monitor its
working capital level. Registrant does not have sufficient cash
to meet all of the contractual debt obligations of all of its
investments, nor is it obligated to do so.
As previously reported, Registrant has deferred certain general
partner management fees since the second quarter of 1989 and
certain general partner reimbursements of out-of-pocket expenses
since the third quarter of 1989. As of September 29, 1995, the
balance of such deferred amounts totaled approximately $15.8
million. Registrant intends to pay these deferred amounts due to
the General Partner from net sales proceeds it receives from the
disposition of its investments, including approximately $7.6
million of the $15.2 million in net proceeds from the sale of
KATC, and any remaining proceeds from each disposition will be
distributed to the Partners of Registrant.
Results of Operations.
For the thirteen week periods ended September 29, 1995 and
September 30, 1994:
During the thirteen week periods ended September 29, 1995 and
September 30, 1994, Registrant had total operating revenues of
approximately $28.1 million and $26.3 million, respectively. The
approximate $1.8 million increase was due to increased revenue at
all media properties with the exception of WEBE where revenues
declined slightly from the third quarter of 1994 to the third
quarter of 1995 and decreased revenues at television station WREX
due primarily to the sale of the station on July 31, 1995. In
addition to operating revenues, Registrant recognized a $8.5
million gain on the sale of television station WREX.
Revenues for the third quarter of 1995 increased over the same
period in 1994 by approximately $0.9 million at California Cable
and $1.2 million at C-ML Cable. The increase in revenues at
California Cable resulted primarily from: the implementation of
rate increases permitted under the FCC's rate regulations; an
increase in the number of basic subscribers from 134,910 at the
end of the third quarter of 1994 to 138,109 at the end of the
third quarter of 1995; and a substantial increase in pay-per-view
revenues. Premium subscribers decreased slightly from 76,318 at
the end of the third quarter of 1994 to 73,608 at the end of the
third quarter of 1995. The increase in the number of basic
subscribers was a result of increased marketing efforts in the
second quarter. The number of basic subscribers at September 29,
1995 also increased slightly from the beginning of the year. Pay-
per-view revenue increased from the third quarter of 1994 to the
third quarter of 1995 due primarily to increased revenue from
special events.
The increase in revenues at C-ML Cable reflects an increase in
the number of basic subscribers from 108,200 at the end of the
third quarter of 1994 to 114,762 at the end of the third quarter
of 1995, and an increase in premium subscribers from 66,642 at
the end of the third quarter of 1994 to 71,038 at the end of the
third quarter 1995, both due to successful marketing efforts.
Television station KATC reported an increase of approximately
$0.2 million in revenue primarily as a result of stronger local
and national advertising and network revenues. Due to the sale
of television station WREX on July 31, 1995 the results of
operations for the thirteen week periods ended September 29, 1995
and September 30, 1994 are not comparable.
The Wincom-WEBE-WICC radio group reported a net increase in
revenues of approximately $0.2 million primarily as a result of
stronger local and national advertising revenues resulting from
improved market conditions, especially at the Wincom station.
The remaining increases or decreases in operating revenue at
Registrant's other properties were immaterial, either
individually or in the aggregate.
During the third quarter of 1995 and 1994, Registrant incurred
property operating expenses of approximately $9.8 million and
$9.7 million, respectively, in connection with the operation of
its cable, radio and television properties. Registrant's total
property operating expenses increased approximately $0.1 million
from year to year as a result of: an increase of approximately
$0.1 million at California Cable due primarily to higher
programming costs; an increase of approximately $0.3 million at
the combined cable and radio operations of the Revised Venture,
due primarily to increases in certain sales-related expenses; and
an increase of approximately $0.1 million at KATC due primarily
to increased sales promotion and the expansion of the news
department. These increases were partially offset by a decrease
at WREX of $0.4 million primarily due to the sale of the station
on July 31, 1995. The remaining increases or decreases in
property operating expenses at Registrant's other properties were
immaterial, either individually or in the aggregate.
During the third quarter of 1995 and 1994, Registrant incurred
general and administrative expenses of approximately $6.3 million
and $5.3 million, respectively. Registrant's total general and
administrative expenses increased by approximately $1.0 million
from year to year as a result of: an increase at California Cable
of approximately $0.2 million due primarily to costs related to
the pending disposition of the California cable systems; an
increase at C-ML Cable of approximately $0.2 million due
primarily to increased administrative costs related to an
increase in the overall subscriber base; an increase at WREX of
approximately $0.5 million due to expenses relating to the sale
of the TV station; and an increase at KATC of approximately $0.2
million, due primarily to lower payroll and related payroll
expense. The remaining increases or decreases in general and
administrative expenses at Registrant's other properties were
immaterial, either individually or in the aggregate.
Registrant earned interest income of approximately $69,000 and
$51,000 during the third quarter of 1995 and 1994, respectively
on its working capital balance. The increase is due primarily to
an increase in its working capital balance.
Interest expense of approximately $4.3 million and $4.2 million
in the third quarter of 1995 and 1994, respectively, represents
the cost incurred for borrowed funds utilized to acquire various
media properties. The approximate $0.1 million increase in
interest expense is due primarily to an increase of approximately
$0.4 million related to the revised ML-California Credit
Agreement resulting both from higher floating interest rates from
year to year and the increased rate incorporated in the First
Amendment to the loan. Interest under the WREX-KATC loan
decreased $0.2 million primarily due to the paydown of $16.1
million on July 31, 1995 upon the sale of WREX. The remaining
increases or decreases in interest expense at Registrant's other
properties were immaterial, either individually or in the
aggregate.
Registrant's depreciation and amortization expense totaled
approximately $6.6 million and $7.5 million in the third quarter
of 1995 and 1994, respectively. Registrant's total depreciation
and amortization expense decreased by approximately $0.9 million
from year to year due to a $0.6 million aggregate decrease at
California Cable and Radio; a decrease of $0.2 million at WREX
due to the sale of the TV station; a decrease of approximately
$0.1 million at Wincom-WEBE-WICC reflecting fully depreciated
equipment. The remaining increases or decreases in depreciation
and amortization expense at Registrant's other properties were
immaterial, either individually or in the aggregate.
For the thirty-nine week periods ended September 29, 1995 and
September 30, 1994:
During the thirty-nine week periods ended September 29, 1995 and
September 30, 1994, Registrant had total operating revenues of
approximately $82.7 million and $78.3 million, respectively. The
approximate $4.4 million increase was due to increased revenues at
all media properties with the exception of television station WREX
which was sold on July 31, 1995. In addition to operating
revenues, Registrant recognized a $8.5 million gain on the sale of
television station WREX.
Revenues for the first thirty-nine weeks of 1995 increased over
the same period in 1994 by approximately $1.3 million at
California Cable and $1.9 million at C-ML Cable. The increase in
revenues at California Cable resulted primarily from the
implementation of rate increases permitted under the FCC's rate
regulations; an increase in revenues generated from the increase
in the number of basic subscribers from 134,910 at the end of the
third quarter of 1994, to 138,109 at the end of the third quarter
of 1995. Premium subscribers decreased slightly from 76,318 at
the end of third quarter of 1994 to 73,608 at the end of the
third quarter of 1995. The increase in the number of basic
subscribers was a result of increased marketing efforts,
particularly in the second quarter of 1995. The number of basic
subscribers as of September 29, 1995 also increased as compared
to the beginning of the year. Pay-per-view revenue in the first
thirty-nine weeks of 1995 increased over the same period of 1994
due primarily to increased revenues from special events.
The increase in revenues at C-ML Cable reflects an increase in
the number of basic subscribers from 108,200 at the end of the
third quarter of 1994 to 114,762 at the end of the third quarter
of 1995, and an increase in premium subscribers from 66,642 at
the end of the third quarter of 1994 to 71,038 at the end of the
third quarter of 1995, both due to successful marketing efforts.
Television station KATC reported an increase of approximately
$0.7 million in revenue, primarily as a result of stronger local
and national advertising and network revenues. Due to the sale
of television station WREX on July 31, 1995, the results of
operations for the thirty-nine week periods ended September 29,
1995 and September 30, 1994 are not comparable.
The Wincom-WEBE-WICC radio group reported a combined increase in
revenue of approximately $1.3 million, primarily as a result of
stronger local and national advertising revenues resulting from
improved market conditions. The remaining increases or decreases
in operating revenues at Registrant's other properties were
immaterial, either individually or in the aggregate.
During the first thirty-nine weeks of 1995 and 1994, Registrant
incurred property operating expenses of approximately $30.1
million and $28.6 million, respectively, in connection with the
operation of its cable, radio and television properties.
Registrant's total property operating expenses increased by
approximately $1.5 million from year to year due primarily to:
increased programming costs of $0.6 million at California Cable;
an increase of approximately $0.3 million at the combined cable
and radio operations of the Revised Venture, due primarily to
increases in certain sales-related expenses; a $0.4 million
combined increase at the Wincom-WEBE-WICC radio group due to
increases in commissions and other revenue-related expenses, as
well as increased advertising cost; and an increase of
approximately $0.3 million at KATC primarily due to increased
sales promotions and expansion of the news department. These
increases were partially offset by a decrease at television
station WREX of $0.3 million due to the sale of the station on
July 31, 1995. The remaining increases or decreases in property
operating expenses at Registrant's other properties were
immaterial, either individually or in the aggregate.
During the first thirty-nine weeks of 1995 and 1994, Registrant
incurred general and administrative expenses of approximately
$17.3 million and $15.7 million, respectively. Registrant's
total general and administrative expenses increased by
approximately $1.6 million from year to year as a result of: an
increase at California Cable of approximately $0.6 million due
primarily to increased costs related to the pending disposition
of the California cable system; an increase at C-ML Cable of
approximately $0.4 million due primarily to increased
administrative costs related to an increase in the overall
subscriber base; an increase at television station WREX of $0.5
million due to the sale of the station on July 31, 1995; and an
increase at the Wincom-WEBE-WICC radio group of approximately
$0.1 million due primarily to refurbishment costs related to new
office space at radio station WQAL-FM. The remaining increases
or decreases in general and administrative expenses at
Registrant's other properties were immaterial, either
individually or in the aggregate.
Registrant earned interest income of approximately $208,000 and
$134,000 during the first thirty-nine weeks of 1995 and 1994,
respectively. This increase in interest income is due primarily
to an increase in its working capital balance.
Interest expense of approximately $14.0 million and $11.3 million
in the first thirty-nine weeks of 1995 and 1994, respectively,
represents the cost incurred for borrowed funds utilized to
acquire various media properties. The approximately $2.7 million
increase in interest expense is due to an increase of
approximately $2.4 million related to the Revised ML California
Cable Credit Agreement resulting both from higher floating
interest rates from year to year and the increased rate
incorporated in the First Amendment to the loan. Interest
expense also increased under the Wincom-WEBE-WICC Loan by
approximately $0.2 million due to higher floating interest rates.
Interest expense under the WREX-KATC loan increased by $0.1
million due to higher floating interest rates, partially offset
by decreased interest expense due to the $16.1 million paydown on
July 31, 1995, upon the sale of WREX.
Registrant's depreciation and amortization expense totaled
approximately $21.5 million and $22.6 million in the first thirty-
nine weeks of 1995 and 1994, respectively. The approximately
$1.1 million decrease in Registrant's total depreciation and
amortization expense from year to year was the result of an in
aggregate decrease in depreciation expense of $0.2 million at
California Cable and Radio, a decrease of $0.1 million at KATC, a
decrease of $0.7 million at WREX due to the sale of the station
on July 31, 1995 and a $0.1 million decrease at Wincom-WEBE-WICC
due to fully depreciated assets. The remaining increases or
decreases in depreciation and amortization expense at
Registrant's other properties were immaterial, either
individually or in the aggregate.
<PAGE>
PART II - OTHER INFORMATION.
Item 3. Defaults Upon Senior Securities.
Reference is hereby made to Part I Item 1. Financial
Statements Footnote 2. Liquidity.
Item 5. Other Information.
On September 30, 1995, Registrant completed the sale to
KATC Communications, Inc. (the "KATC Buyer") of
substantially all of the assets used in the operations
of Registrant's television station KATC-TV, Lafayette,
Louisiana, other than cash and accounts receivable. The
KATC Buyer did not assume the accounts payable and
certain other liabilities of KATC and Registrant will
remain liable for such liabilities.
The sale of KATC would have the following Pro Forma
effect had the sale been consummated on September 29,
1995. The sale of KATC would increase total assets by
approximately $4.5 million to approximately $224.7
million from approximately $220.2 million. The increase
in total assets of approximately $4.5 million is
primarily attributable to approximately $15.2 million
increase in cash and cash equivalents, offset by
approximately $2.3 million, $7.1 million and $1.3
million decrease in property, plant and equipment,
intangible assets and other assets, respectively. The
approximate $15.2 million increase in cash and cash
equivalents is derived from the proceeds of $24.5
million, offset by approximately $6.3 million to repay
the remaining bank indebtedness, a reserve of
approximately $2.0 million to cover certain purchase
price adjustments and expenses and liabilities relating
to the sale and approximately $1.0 million was deposited
into an indemnity escrow to secure the Partnership's
indemnification obligations to the KATC buyer.
Total liabilities would decrease approximately $7.6
million to approximately $221.7 million from
approximately $229.3 million, respectively, due to the
full payment of the bank debt and the assignment of
obligation rights relating to assets acquired by the
KATC buyer.
Total partner's deficit would decrease from
approximately $9.0 million deficit to a approximately
$3.2 million capital, a change of approximately $12.2
million. The approximate $12.2 million change is
primarily a result of a gain from disposition of KATC.
The sale of KATC would have the following Pro Forma
effect on the results of the thirty-nine week period
ended September 29, 1995, had the sale been consummated
on January 1, 1995 (the first day of the fiscal year
1995). Total revenues, expenses and net income would
decrease by approximately $5.1 million, $4.5 million and
$0.2 million, respectively, due to the elimination of
the KATC operations for the thirty-nine week period
ended September 29, 1995. The Pro Forma effect on
operations does not reflect a gain from disposition of
KATC of approximately $12.2 million.
Further pro-forma financial information with regard to
Registrant for the year ended December 30, 1994 is
contained in Registrant's Current Report on Form 8-K/A
dated September 30, 1995 which is incorporated by
reference herein.
Item 6. Exhibits and Reports on Form 8-K.
A). Exhibits.
Exhibit # Description
27. Financial Data Schedule
99. Current Report on Form 8-K/A dated
September 30, 1995.
B). Reports on Form 8-K.
Registrant filed a Current Report on Form 8-K,
dated September 30, 1995, to report the completion
of the sale to KATC Communications, Inc., of
substantially all of the assets used in the
operations of Registrant's television station KATC-
TV, Lafayette, Louisiana.
Registrant filed a Current Report on Form 8-K/A
dated September 30, 1995, to report the Pro-Forma
Condensed Financial Statements giving effect to
the sale of WREX and KATC.
<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 MEDIA PARTNERS, L.P.
By: Media Management Partners
General Partner
By: ML Media Management Inc.
Dated: November 13, 1995 /s/ Kevin K. Albert
Kevin K. Albert
Director and President
Dated: November 13, 1995 /s/ Robert F. Aufenanger
Robert F. Aufenanger
Director and Executive Vice
President
Dated: November 13, 1995 /s/ Diane T. Herte
Diane T. Herte
Treasurer
(principal accounting officer
and principal financial
officer of the Registrant)
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 MEDIA PARTNERS, L.P.
By: Media Management Partners
General Partner
By: RP Media Management
Dated: November 13, 1995 /s/I. Martin Pompadur
I. Martin Pompadur
President, Secretary and
Director
(principal executive officer of
the Registrant)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report September 30, 1995
(Date of earliest event reported)
ML MEDIA PARTNERS, L.P.
(Exact name of Registrant as specified in its governing
instruments)
Delaware 0-14871 13-3321085
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
World Financial Center - South Tower
New York, New York 10080-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 236-6472
N/A
(Former name or former address, if change since last report)
Item 2. Acquisition or Disposition of Assets.
On July 31, 1995, ML Media Partners, L.P. ("Registrant")
completed the sale to Quincy Newspapers, Inc. (The "WREX Buyer")
of substantially all of the assets used in the operations of
Registrant's television station WREX-TV, Rockford, Illinois
("WREX"), other than cash and accounts receivable. The WREX
Buyer did not assume the accounts payable and certain other
liabilities of WREX and Registrant will remain liable for such
liabilities. The purchase price for the assets was approximately
$18.4 million, subject to certain adjustments. A reserve of
approximately $2.3 million was established to cover certain
purchase price adjustments and expenses and liabilities relating
to the sale, and the balance of approximately $16.1 million was
applied to repay a portion of the bank indebtedness secured by
the assets of WREX and KATC.
On September 30, 1995, Registrant completed the sale to KATC
Communications, Inc. (the "KATC Buyer") of substantially all of
the assets used in the operations of Registrant's television
station KATC-TV, Lafayette, Louisiana ("KATC"), other than cash
and accounts receivable. The KATC Buyer did not assume the
accounts payable and certain other liabilities of KATC and
Registrant will remain liable for such liabilities. The purchase
price for the assets was $24.5 million. Proceeds of the sale
will be applied to repay in full the remaining bank indebtedness
of approximately $6.0 million secured by the assets of KATC and
to pay (or reserve for payment) expenses and liabilities relating
to the sale (the amount of which cannot be presently determined)
as well as other debts and obligations of Registrant, including
all or a portion of deferred fees and expenses owed to the
General Partner. As of June 30, 1995, deferred fees and expenses
owed to the General Partner totaled approximately $15.3 million.
The amount and timing of a distribution of the remaining
proceeds, if any, from the sale of KATC will be made in
accordance with the terms of the Registrant's Partnership
Agreement.
Item 7.(b) Financial Statements and Exhibits-Pro forma financial
information.
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited Pro Forma Condensed Financial Statements
give effect to the sale of WREX and KATC, as described in Item 2
herein, as if such transactions had occurred at (i) January 1,
1994 (the first day of fiscal year 1994) for the Pro Forma
Condensed Statements of Operations and (ii) June 30, 1995 for the
Pro Forma Condensed Balance Sheet. The Pro Forma Condensed
Statements of Operations do not reflect a gain of approximately
$7.1 on the sale of WREX's assets and a gain of approximately
$9.8 on the sale of KATC's assets. In addition, the Pro Forma
Condensed Statements of Operations reflect no interest earned on
the sales proceeds. The Pro Forma Condensed Balance Sheet does
not reflect the amount of a distribution, if any, or other
application (including to pay deferred fees and expenses owed to
the General Partner) of the remaining proceeds, if any, from the
sales which will be made in accordance with Registrant's
Partnership Agreement.
The Pro Forma Condensed Financial Statements are based on
historical financial information of Registrant for the periods
referred to above. Pro Forma adjustments are described in the
accompanying notes. The Pro Forma Condensed Financial Statements
should be read in conjunction with the historical financial
statements, the notes thereto and the discussion of these
transactions included elsewhere in this filing.
The Pro Forma Condensed Financial Statements are presented for
informational purposes only and are not necessarily indicative of
what the actual results of operations would have been had the
transactions occurred as of the beginning of the respective
periods referred to above, nor do they purport to indicate the
results of future operations of Registrant. In the General
Partner's opinion, all adjustments necessary to present fairly
such Pro Forma Condensed Financial Statements have been made.
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma (3)
<S> <C> <C> <C> <C>
ASSETS:
Cash and
cash
equiva-
lents $ 29,159,306 $ 16,057,911 $20,500,000 2a $ 40,541,407
1a
(16,223,880)1 (8,951,930)2b
b
Accounts
Receiv-
able,
net 10,177,445 10,177,445
Prepaid
expen-
ses and
other
assets 9,175,382 (986,845)1a (1,367,771)2a 6,820,766
Property
plant
and
equip-
ment,
net 80,528,299 (2,139,642)1a (2,339,774)2a 76,048,883
Intan-
gible
assets,
net 97,275,519 (5,788,917)1 (7,030,639)2a 84,455,963
a
Total
Assets $226,315,951 $ (9,081,373) $ 809,886 $218,044,464
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma(3)
<S> <C> <C> <C> <C>
LIABIL-
ITIES
AND
PART-
NERS'
DEFICIT
Liabil-
ities:
Borrow-
ings $211,880,929 $(16,057,911)1 $(6,342,088)2b $189,480,930
b
Account
s
payable
and
other
liabili 32,674,060 (165,969) (2,609,842) 29,898,249
ties
Total
Liabili
ties 244,554,989 (16,223,880) (8,951,930) 219,379,179
Part-
ners'
Deficit
:
General
Partner
:
Capital
contri-
butions
, net
of
offerin 1,708,299 1,708,299
g
expense
s
Cumula-
tive
(loss)/
income (1,827,772) 71,425 1a 97,619 2a (1,658,728)
(119,473) 71,425 97,619 49,571
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
(3)
<S> <C> <C> <C> <C>
Limited
Part-
ners:
Capital
contribu-
tions,
net of
offering
expenses
and
distribu-
tions
(187,994
) units
of
Limited
Part-
nership 162,829,691 162,829,691
Interest
)
Cumu-
lative
(loss)/
income (180,949,256 7,071,082 1a 9,664,197 2 (164,213,97
) a 7)
(18,119,565 7,071,082 9,664,197 (1,384,28
) 6)
Total
Partners
' (18,239,038 7,142,507 9,761,816 (1,334,71
Deficit ) 5)
Total
Lia-
bilities
and
Partners
' $ 226,315,95 $(9,081,373) $ 809,886 $218,044,46
Deficit 1 4
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEK PERIOD ENDED JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Operating
revenue $ 54,630,490 $2,647,577 $3,343,784 $48,639,129
1c 2c
Interest 139,145 - - 139,145
Total
revenues 54,769,635 2,647,577 3,343,784 48,778,274
Expenses:
General and
adminis-
trative
11,025,226 (602,066) 1c (664,571) 2c 9,758,589
Property
operating 20,330,900 (1,372,370) (1,495,494) 17,463,036
1c 2c
Interest 9,680,007 (503,030) 1c (753,889) 2c 8,423,088
Management
fees 795,916 (15,928) 1d (23,716) 2d 756,272
Deprecia-
tion and
amorti-
zation 14,917,962 (229,026) (273,454) 14,415,482
1c 2c
Total
expenses 56,750,011 (2,722,420) (3,211,124) 50,816,467
Net Income
(Loss) $ (1,980,376 $ (74,843) $ 132,660 $(2,038,193
) )
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEK PERIOD ENDED JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Per Unit of
Limited
Partnership
Interest:
Net Loss $ (10.43 $ (10.73
) )
Number of
Units 187,994 187,994
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 30, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Operating
revenue $105,910,208 $ 5,506,056 1 $ 6,078,081 $94,326,07
c 2c 1
Interest and
other 315,029 - - 315,02
9
Total
revenues 106,225,237 5,506,056 6,078,081 94,641,100
Expenses:
General and
adminis-
trative 21,092,497 (1,049,855) 1c (1,181,349) 2 18,861,293
c
Property
operating 38,764,954 (2,544,899) 1 (2,712,570) 2 33,507,485
c c
Interest 16,046,700 (851,138) 1c (1,262,156) 2 13,933,406
c
Management
fee 1,591,831 (31,856) 1d (47,432) 2d 1,512,543
Deprecia-
tion and
amorti-
zation 30,180,011 (1,002,618) 1 (644,283) 2 28,533,110
c c
Total
expenses 107,675,993 (5,480,366) (5,847,790) 96,347,837
Net Income
(Loss) $ (1,450,756 $ 25,690 $ 230,291 $(1,706,73
) 7)
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 30, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Per Unit of
Limited
Partnership
Interest
Net Loss $ (7.64 $ (8.99
) )
Number of
Units 187,994 187,994
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
</TABLE>
ML MEDIA PARTNERS, L.P.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The Pro Forma adjustments reflect the sale of substantially all
of the assets used in the operations of WREX and KATC. The Pro
Forma Condensed Financial Statements reflect the above
transactions as if they had occurred at the end of the period for
purposes of the Pro Forma Condensed Balance sheet dated June 30,
1995 and the beginning of the fiscal year 1994 for the Pro Forma
Condensed Statements of Operations for the twenty-six week period
ended June 30, 1995 and the year ended December 31, 1994.
The pro forma adjustments for the above transactions are codified
as indicated and are as follows:
WREX Television Station.
(1a) To reflect the net proceeds of approximately $16.1 million
from the sale of Registrant's assets of approximately $8.9
million in WREX and the resultant gain of $7.1 million.
(1b) To reflect the payment of approximately $16.1 million of
bank indebtedness secured by the assets of WREX and KATC and
to reflect the payment of accounts payable and other
liabilities.
(1c) To reflect the elimination of WREX's operations.
(1d) To reflect the reduction of management fees that would have
been earned by the General Partner due to the reduction in
the number of managed Media investments in connection with
the sale of WREX.
KATC Television Station.
(2a) To reflect the net proceeds of $20.5 million from the sale
of Registrant's assets of approximately $10.7 million in
KATC and the resultant gain of $9.8 million.
(2b) To reflect the payment of approximately $6.0 million of bank
indebtedness secured by the assets of KATC and to reflect
the payment of accounts payable and other liabilities.
(2c) To reflect the elimination of KATC's operations.
(2d) To reflect the reduction of management fees that would have
been earned by the General Partner due to the reduction in
the number of managed Media investments in connection with
the sale of KATC.
Other.
(3) The Pro Forma Financial Statements does not reflect the
amount of a distribution, if any, or amounts to be paid for
debts and obligations of Registrant, including all or a
portion of deferred fees and expenses owed to the General
Partners from the remaining proceeds.
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 MEDIA PARTNERS, L.P.
By: Media Management Partners,
its general partner
By: RP Media Management,
a general partner
By: IMP Media Management Inc.
its managing general partner
By: /s/Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
Dated: October 16, 1995
