UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
December 31, 1995 0-14871
(Date of earliest report) (Commission File Number)
ML MEDIA PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 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 10080-6114
(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.)
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Item 5. Other Events
On November 28, 1994, ML Media Partners, L.P. (the "Partnership")
entered into an agreement (as heretofore amended, supplemented or otherwise
modified, the "Asset Purchase Agreement") with Century Communications Corp.
("Century") where, among other things, the Partnership agreed to sell and
Century agreed to buy substantially all of the assets used in the
Partnership's California Cable operations (the "California Cable
Operations") serving the Anaheim, Hermosa Beach/Manhattan Beach, Rohnert
Park/Yountville and Fairfield communities (the "California Cable Systems").
The base purchase price specified in the Asset Purchase Agreement for the
California Cable 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 purchase and sale of the
California Cable Operations (the "Closing") is subject to the satisfaction
of certain enumerated conditions precedent set forth in the Asset Purchase
Agreement, including obtaining a transfer or extension from the appropriate
municipal authorities that issue the franchises for the California Cable
Systems, including renewals of the franchises for the Anaheim and Villa
Park communities. To date, all such approvals have been obtained, other
than the approvals for the Anaheim and Villa Park communities. After
several months of negotiations, the Partnership and Century have been
unable to reach agreement with the City of Anaheim regarding the terms of
the renewal of the Anaheim franchise and the Partnership and Century have
not yet reached an agreement with the community of Villa Park regarding a
renewal of the Villa Park franchise. With regard to the Anaheim franchise,
Century has agreed to waive the condition precedent of obtaining a renewal
of such franchise but is requiring instead a transfer to Century of the
Anaheim franchise (the "Anaheim Transfer"). The Partnership and Century
are currently negotiating the terms of the Anaheim Transfer with the City
of Anaheim and the renewal of the Villa Park franchise with the community
of Villa Park but, to date, have been unable to reach agreement regarding
either the Anaheim Transfer or renewal of the Villa Park franchise.
The Asset Purchase Agreement further provides that the
Partnership and Century each have the right to terminate the Asset Purchase
Agreement if the Closing does not occur by December 31, 1995 (the "Optional
Termination Date"). Accordingly, as of December 31, 1995, each party
became vested with the right to elect to terminate the Asset Purchase
Agreement. The parties sought to reach an agreement with regard to an
extension of the Optional Termination Date but have been unable to reach
such agreement. Nevertheless, on January 17, 1996, the Partnership
notified Century that if the Closing does not occur on or before March 29,
1996, the Partnership will terminate the Asset Purchase Agreement as of
that date.
No assurances can be made that the parties will receive both the
Anaheim Transfer and the renewal of the Villa Park franchise prior to March
29, 1996 and satisfy all of the conditions precedent necessary to enable
the Closing to occur prior to such date. Accordingly, no assurances can be
made that the sale of the California Cable Operations under the Asset
Purchase Agreement will be consummated.
As of December 31, 1995, $120,148,500 of principal amount was
outstanding under an amended and restated credit agreement of the
Partnership, dated as of May 15, 1990 (as heretofore amended, supplemented
or otherwise modified, the "Credit Agreement") among the Partnership, the
financial institutions party thereto and Bank of America National Trust and
Savings Association, as agent (the financial institutions and the agent are
collectively referred to herein as the "Banks"). Pursuant to the Credit
Agreement, a payment of principal in the amount of approximately $13.1
million (the "Principal Payment") became due and payable by the Partnership
on December 29, 1995. Since the sale of the California Cable Operations
did not occur by that date, the Partnership was unable to make the entire
Principal Payment. Out of the Principal Payment due, the Partnership made
a $3,644,000 partial payment. The Banks have agreed to amend the Credit
Agreement to waive the payment default on the balance of the Principal
Payment and defer the due date of the balance of the Principal Payment
until March 29, 1996, pending a sale of the California Cable Operations.
Although no assurances can be given as to the timing of any sale
of the California Cable Operations or as to the sale price that might be
realized in connection with any such sale, the Partnership believes that,
under current market conditions, the California Cable Systems represent an
attractive investment opportunity for a suitable buyer.
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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: Media Management Partners, its
general partner
By: RP Media Management,
General Partner
By: IMP Media Management,
Inc.
By: s/ Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
Dated: January 26, 1996
