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 May 31, 1996
(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 May 31, 1996, ML Media Partners, L.P. (the "Partnership")
consummated the previously reported sale to Century
Communications Corp. ("Century") of substantially all of the
assets used in the operations of the Partnership's California
cable television systems(the "Systems") serving the Anaheim,
Hermosa Beach/Manhattan Beach, Rohnert Park/Yountville and
Fairfield communities, pursuant to the Asset Purchase Agreement
(the "Asset Purchase Agreement") dated November 28, 1994, as
amended, between the Partnership and Century.
The base purchase price for the Systems was $286 million, subject
to certain adjustments, including a working capital adjustment,
as provided in the Asset Purchase Agreement.
At the closing, the Partnership and Century entered into a letter
agreement (the "Letter Agreement") with respect to certain
matters. Pursuant to the Asset Purchase Agreement and the Letter
Agreement, the Partnership deposited $5 million into an Indemnity
Escrow Account and agreed to hold cash reserves of approximately
$5.1 million pending the resolution of certain rate regulation
and other matters relating to charges by the Partnership to its
subscribers for cable service.
From the purchase price for the Systems, approximately $119.1
million was paid to Bank of America, as agent, to repay in full
all outstanding indebtedness under the Amended and Restated
Credit Agreement dated as of May 15, 1990, as amended, between
the Partnership and the banks parties thereto. In addition to
the $10.1 million discussed above, the Partnership intends to
hold a significant amount in reserve to pay (or reserve for
payment of) expenses and liabilities relating to the operations
of the Systems prior to the sale as well as wind-down expenses,
sale-related expenses, contingent obligations of the Systems and
other debts and obligations of the Partnership including deferred
fees and expenses owed to the General Partner of up to
approximately $9.5 million. The amount and timing of
distributions of the remaining proceeds from the sale of the
Systems will be made in accordance with the terms of the
Partnership's Partnership Agreement.
The Asset Purchase Agreement was attached as an exhibit to the
Current Report on Form 8-K filed with respect to the execution of
the Asset Purchase Agreement on November 28, 1994.
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 the California Cable System, as
described in Item 2 herein, as if such transaction had occurred
as of (i) December 31, 1994 (the first day of fiscal year 1995)
for the Pro Forma Condensed Statements of Operations and (ii)
March 29, 1996 for the Pro Forma Condensed Balance Sheet. The
Pro Forma Condensed Statements of Operations do not reflect a
gain of approximately $155.8 million on the sale of the System'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
any distributions to the Partners or other application (including
payment of deferred fees and expenses owed to the General
Partner) of the remaining proceeds from the sale which may 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
transaction included in the Registrant's Form 10-K for the year
ended December 29, 1995 and the Registrant's Form 10-Q for the
quarter ended March 29, 1996, previously filed with the
Securities Exchange Commission.
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
transaction 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 MARCH 29, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
ASSETS:
Cash and cash
equivalents $ 45,541,921 $282,000,000 1 $208,393,421
(119,148,500) 2
Accounts Receivable,
net 10,732,967 (1,545,376) 3 9,187,591
Prepaid expenses and
other assets 4,229,068 (1,788,155) 3 2,440,913
Property plant and
equipment, net 70,482,506 (47,478,966) 3 23,003,540
Intangible assets,
net 77,138,318 (40,947,242) 3 36,191,076
Total Assets $208,124,780 $ 71,091,761 $279,216,541
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 29, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
LIABILITIES AND
PARTNERS' DEFICIT
Liabilities:
Borrowings $ 182,446,928 $(119,148,500)2 $ 63,298,428
Accounts payable and
other liabilities 29,256,441 (595,376) 3 63,661,065
35,000,000 4
Total Liabilities 211,703,369 (84,743,876) 126,959,493
Partners'
(Deficit)/Capital:
General Partner:
Capital
contributions, net
of offering expenses
and distribution 1,632,342 - 1,632,342
Cumulative
(loss)/income (1,605,210) 1,558,357 5 (46,853)
27,132 1,558,357 1,585,489
Limited Partners:
Capital
contributions, net
of offering expenses
and distributions
(187,994) units of
Limited Partnership
Interest) 155,309,931 - 155,309,931
Cumulative
(loss)/income (158,915,652) 154,277,280 5 (4,638,372)
(3,605,721) 154,277,280 150,671,559
Total Partners'
(Deficit)/Capital (3,578,589) 155,835,637 152,257,048
Total Liabilities and
Partners'
(Deficit)/Capital $ 208,124,780 $ 71,091,761 $279,216,541
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEK PERIOD ENDED MARCH 29, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Operating revenues $25,302,021 $14,413,909 3 $10,888,112
Interest 50,847 - 50,847
Total revenues 25,352,868 14,413,909 10,938,959
Expenses:
General and
administrative 5,364,409 3,188,196 3 2,176,213
Property operating 8,799,752 4,860,831 3 3,938,921
Interest 4,255,642 2,859,671 3 1,395,971
Management fees 377,858 75,219 6 302,639
Depreciation and
amortization 7,769,657 4,490,861 3 3,278,796
Total expenses 26,567,318 15,474,778 11,092,540
Net Loss $(1,214,450) $(1,060,869) 3 $ (153,581)
Per Unit of Limited
Partnership
Interest:
Net Loss $ (6.40) $ (.81)
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 29, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Operating revenues $109,214,031 $57,115,752 3 $52,098,279
Interest and other 309,379 (22,802) 3 332,181
Gain on sale of WREX
8,838,248 - 8,838,248
Gain on sale of KATC
13,958,206 - 13,958,206
Total revenues 132,319,864 57,092,950 75,226,914
Expenses:
General and
administrative
and other 22,457,523 10,567,360 3 11,890,163
Property operating 39,301,436 19,625,610 3 19,675,826
Interest 19,417,987 11,922,791 3 7,495,196
Management fees 1,566,245 300,874 6 1,265,371
Depreciation and
amortization 28,086,433 17,989,682 3 10,096,751
Total expenses 110,829,624 60,406,317 50,423,307
Net Income/(Loss) $ 21,490,240 $(3,313,367) $24,803,607
Per Unit of Limited
Partnership Interest
Net Income $ 113.17 $ 130.62
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 the Systems. The Pro
Forma Condensed Financial Statements reflect the above
transaction as if it had occurred at the end of the period for
purposes of the Pro Forma Condensed Balance sheet dated March 29,
1996 and the beginning of the fiscal year 1995 for the Pro Forma
Condensed Statements of Operations for the thirteen week period
ended March 29, 1996 and the year ended December 29, 1995.
The pro forma adjustments for the above transactions are codified
as indicated and are as follows:
(1) To reflect the receipt of net proceeds of approximately
$282.0 million from the sale of the assets of the Systems.
(2) To reflect the payment of approximately $119.1 million of
bank indebtedness secured by the assets of the Systems.
(3) To reflect the disposal of the assets of the Systems as well
as the elimination of the Systems' operations.
(4) To reflect the accrual of estimated contingent costs related
to the sale of the Systems.
(5) To reflect the resultant gain of $155.8 million from the
sale of the assets of the Systems through Partners'
(Deficit)/Capital.
(6) To reflect the reduction of management fees to the General
Partner as a result of the sale of the Systems.
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: June 14, 1996
