PROSKAUER ROSE GOETZ & MENDELSOHN LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036-8299
(212) 969-3225
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ML Media Partners
Form 8-K/A
Dear Commissioners:
We hereby electronically transmit for filing Form 8-K
for the above-mentioned company.
Respectfully submitted,
/s/ Lawrence H. Budish
Lawrence H. Budish
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 8-K
-------------------------------
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
May 31, 1996 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.)
<PAGE>
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) 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 $9,500,000. 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. Financial Statements, Proforma Financial Information
and Exhibits.
(b) Pro forma financial information relating to the
sale of the Systems was not available at the time of filing of
this Current Report on Form 8-K. Pro forma information will be
filed as soon as practicable.
(c) Exhibit 1 - Letter Agreement, dated May 31, 1996,
between the Partnership and Century Communications Corp.
<PAGE>
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: June 6, 1996
May 31, 1996
Century Communications Corp.
Century Bay Area Cable Corp.
Century Valley Cable Corp.
50 Locust Avenue
New Canaan, Connecticut 06840
Gentlemen:
We refer to the Asset Purchase Agreement (the
"Agreement") and the letter agreement (the "Side Letter"), each
dated November 28, 1994 between Century Communications Corp. and
ML Media Partners, L.P. ("Seller"). Century Communications Corp.
has assigned its rights, and delegated its obligations, under the
Agreement to Century Bay Area Cable Corp. and Century Valley
Cable Corp. (the three together, the "Buyer"). Capitalized terms
used in this agreement without definition have the respective
meanings given to them in the Agreement.
This will confirm that, notwithstanding anything to the
contrary contained in the Agreement or the Side Letter, Buyer and
Seller have agreed as follows:
1. Seller shall remain fully liable for any Potential
Refund Liabilities and agrees to pay such Liabilities from the
reserves described herein to the extent available and from other
funds to the extent necessary. Seller shall maintain in effect
the escrows with respect to the rate regulation refund liability
in Fairfield and the escrow with respect to the rate regulation
refund liability in Rohnert Park, each in accordance with their
respective terms, and Seller agrees to indemnify and hold Buyer
harmless without regard to the limitations on survival set forth
in section 9.1, the limitations on liability set forth in section
9.3 or the "basket amount" described in section 9.2 of the
Agreement (but subject to the provisions of section 9.4 of the
Agreement), from any loss, damage, cost or expense resulting
directly from any dispute between Seller and the cities of
Fairfield or Rohnert Park with respect to the disposition of such
escrows. Seller will cooperate in good faith with the cities of
Fairfield and Rohnert Park to resolve any disputes relating to
such escrows. Seller represents and warrants to Buyer that the
Fairfield and Rohnert Park escrows are the only such escrows
existing with respect to the Systems as of the date hereof.
Except for the indemnity described in the preceding sentence,
Buyer shall have no right with respect to those escrows. In
addition, Seller shall maintain a reserve of cash or cash
equivalents for the purposes set forth in the second paragraph of
this Paragraph 1 and for each of the Potential Refund Liabilities
set forth on schedule 1, in the amounts set forth on that
schedule (which amounts may be reduced upon (a) Seller's
receiving written notice from the Commission or relevant
Municipal Authority or court that the potential liability is less
than the reserved amount and (b) Seller's delivering a copy of
such notice to Buyer and Buyer's consenting to such reduction,
which consent shall not be unreasonably withheld or delayed),
until it is finally determined (as provided in section
2.2(d)(iii) of the Agreement) that no further liability exists
with respect to a particular reserve. Seller shall give Buyer
written notice of any such final determination and Seller may not
terminate a particular reserve as a result of such determination
without Buyer's consent, which consent shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, if Seller
shall from time to time determine in good faith and upon the
advice of counsel that the amount of a particular reserve exceeds
the potential liability for such item, Seller may terminate such
reserve or reduce such reserve to the extent of such excess, upon
obtaining Buyer's consent, which consent shall not be
unreasonably withheld or delayed. Seller shall apply the
reserved funds to pay any of the Potential Refund Liabilities set
forth on schedule 1 to the extent they become actual refund
liabilities. If both I. Martin Pompadur and Elizabeth McNey
Yates cease to be executive officers of one of the Seller's
indirect general partners while the obligation to maintain at
least one of those reserves continues, Seller shall, if requested
by Buyer, establish and maintain an escrow with a financial
institution as escrow agent in the total amount of the then
required reserves. Accordingly, there shall be no Potential
Refund Escrow Account. In addition, there shall be no adjustment
for any reduction in a la carte revenues pursuant to section
2.2(d)(i) of the Agreement so that there shall be no Letter of
Credit.
Seller agrees to indemnify and hold harmless Buyer,
without regard to the limitations on survival set forth in
section 9.1, the limitations on liability set forth in section
9.3 or the "basket amount" described in section 9.2 of the
Agreement (but subject to the provisions of section 9.4 of the
Agreement), against any and all claims, proceedings,
investigations, lawsuits, damages or costs, civil or criminal
fines or penalties or attorneys' fees arising out of or relating
to the action relating to the Anaheim System entitled Avalos v.
MultiVision (the "Late Fee Action") or Seller's late fee
practices in any of the other Systems during the period prior to
the Closing (including, without limitation, with respect to any
information provided by Buyer or Buyer's employees pursuant to
the second paragraph of Paragraph 10). Seller's indemnification
obligation pursuant to this paragraph 1 and Buyer's remedies
hereunder shall be in addition to, and not in limitation of, the
indemnification obligations of Seller to Buyer under the
Agreement. Notwithstanding the foregoing, Seller's
indemnification shall not apply to any reduction of operating
cash flow of the Systems after the Closing as a result of any
determination in the Late Fee Action, although Seller shall not
enter into any settlement that would result in such reduction
without the consent of Buyer. In respect of the potential
liabilities described in the first sentence of this paragraph,
Seller shall maintain a reserve for each of the Systems in the
amounts set forth on schedule 1 until, notwithstanding anything
to the contrary in the preceding paragraph, (i) with respect to
Anaheim or any other System that has a lawsuit filed against it
or other proceeding or investigation commenced, prior to May 31,
1998 on account of its late fee practices prior to the Closing,
such action, proceeding or investigation has been settled,
compromised or finally determined, on a non-appealable basis, or
(ii) with respect to any other System, May 31, 1998. If the only
reserve remaining after May 31, 1998 is the late fee reserve for
the Manhattan/Hermosa Beach System, that reserve shall be equal
to $200,000 plus any amount not paid out of any other reserve, up
to a maximum reserve for Manhattan/Hermosa Beach of $600,000.
2. The Buyer agrees to waive the requirement for the
Southern Extensions (other than the Orange County Extension), and
agrees to accept a transfer only of the Anaheim and Villa Park
Franchises. The Buyer also agrees to accept a transfer only (and
not a renewal) of the Santa Rosa Franchise, and waives the
requirement for an extension of the Santa Rosa Franchise.
3. The Buyer agrees that the terms of the renewal or
transfer of each of the Franchises previously obtained are
acceptable to the Buyer, and the Buyer shall, when required,
promptly take all action required by any Franchise authority to
confirm Buyer's acceptance. Except as otherwise provided in
paragraph 4, this Side Letter or the Agreement, all obligations
and liabilities required to be performed on or after the Closing
under any Franchise, including by the terms of any transfer or
renewal of a Franchise, shall be included in the definition of
"Contract Liabilities".
4. The Buyer and Seller agree that the Buyer shall be
responsible for the PEG Grants for Hermosa Beach and Manhattan
Beach (which have not been paid by Seller) and the Grants for
Anaheim (including the $215,597 previously paid by Seller with
respect to Anaheim's "fee on fee" claim, which amount Buyer has
agreed will not be refunded) relating to the transfers of those
Franchises, and that they shall each be responsible for 50% of
all other costs and expenses in connection with the transfer or
renewal of the Franchises as set forth on schedule 2.
Accordingly, at the Closing the Buyer shall pay to the Seller
$443,635, as set forth under the "Purchase Price Adjustment"
heading on Schedule 2 and thereafter Buyer shall pay to Seller
50% of any additional such costs and expenses paid by Seller.
5. The parties agree that the amounts that the Seller
had paid prior to the Closing pursuant to the requirements of any
of the Franchises and which amounts are being or are entitled to
be collected through customer "pass-throughs" (less any amounts,
excluding interest, already collected by the Seller) are included
in the estimate of the working capital adjustment provided for in
section 2.4 of the Agreement and shall be subject to adjustment
pursuant to section 2.3(e) of the Agreement.
6. Pursuant to section 6.8(b) of the Agreement, the
Seller shall, to the extent permitted by Buyer's medical
insurance carrier, provide COBRA coverage, at the employee's
cost, to any MultiVision employees based in New York that are
terminated on or after the Closing Date. Buyer shall use
reasonable efforts to make such COBRA coverage available under
its medical insurance policies and shall notify Seller at least
60 days before such coverage would no longer be available if
Buyer receives such notice from the carrier. Seller acknowledges
that such coverage is being provided in the sole discretion of
such carrier.
7. At the Closing, Buyer shall assume the Woods
litigation referred to in section 6.15 of the Agreement and the
litigation entitled MultiVision v. Constants, and shall indemnify
and hold harmless Seller against all Losses that Seller may
suffer, sustain or become subject to arising out of those
litigations other than legal fees incurred by Seller prior to the
Determination Time. Buyer and Seller shall take whatever actions
that may be necessary to have Buyer substituted for Seller as a
party to those litigations. At the Closing, Seller shall pay
Buyer $65,000 for assuming those litigations.
8. The Buyer and Seller acknowledge that the property
tax litigation referred to in section 6.12 of the Agreement has
been settled. Seller represents and warrants to Buyer that the
property tax liens against Seller's real property in Orange
County are less in the aggregate than the amount of the tax
refund due to Seller from Orange County and agrees that the
amounts represented by the liens are Excluded Liabilities under
the Agreement. The survival limitations of Section 9.1 of the
Agreement shall not apply to such amounts. Seller will cooperate
with the firm of Doug Mo in its preparation of a written opinion
or side letter to Buyer, with respect to such property tax liens.
The Buyer agrees to promptly remit to the Seller any amounts
received by the Buyer (or otherwise credited to the Buyer) with
respect to that litigation or any other refund of property taxes
with respect to the period prior to the Determination Time which
relate to Seller's ownership and operation of the Systems.
9. All accounts receivable of the Systems relating to
advertising or the production of commercials and other
advertising related production or leased access programming
(collectively, "Receivables") shall not be sold pursuant to the
Agreement but the Receivables shall be treated as follows:
(a) Promptly after the Closing, Seller shall
furnish to Buyer a list of the Receivables that arose out of the
operations of the Systems as of 12:01 a.m. on the Closing Date
but are due and payable thereafter. For a period of six months
after the Closing, Buyer, as Seller's agent, shall, without
compensation, collect the Receivables for Seller. Within 45 days
after the last day of the second, fourth and sixth months during
the six-month period, Buyer shall remit to Seller the amount
collected by Buyer during that period with respect to the
Receivables (net of any commissions payable to employees of the
Systems with respect to those Receivables, which shall be paid by
Buyer from the amounts so collected) and Buyer shall provide
Seller with a report setting forth the Receivables collected and
commissions paid by Buyer during that period. Buyer shall
furnish Seller with such records and other information as Seller
may reasonably require to verify the amounts collected and
commissions paid by Buyer with respect to the Receivables. Upon
five days prior written notice from Seller, Buyer shall terminate
all collection efforts on behalf of Seller with respect to the
Receivables specified in the notice and those Receivables shall
no longer be considered Receivables for purposes of this
provision.
(b) For the purpose of determining amounts
collected by Buyer with respect to the Receivables, (i) in the
absence of a bona fide dispute between an account debtor and
Seller, all payments by an account debtor shall first be applied
to Receivables due from that account debtor to Seller, and (ii)
any amount received by Buyer which is from an account debtor who
claims to have a bona fide dispute with Seller shall first be
applied to any undisputed Receivables due from that account
debtor to Seller, if any, and any remaining amount shall be
deemed to have been received with respect to the accounts
receivable due from that account debtor to Buyer.
(c) Buyer shall not be required to retain a
collection agency, bring any suit, or take any other action out
of the ordinary course of business to collect any of the
Receivables. Buyer shall not compromise, settle or adjust the
amount of any of the Receivables without the written consent of
Seller.
(d) Any dispute between Seller and Buyer relating
to Buyer's determination of the amounts collected by Buyer with
respect to the Receivables shall be resolved in the manner set
forth for resolving disputes in section 2.2(f) of the Agreement.
10. Pursuant to section 6.21 of the Agreement, Seller
and Buyer have each agreed to provide the other party reasonable
access to their respective books and records relating to the
Systems. Buyer shall also make Buyer's employees reasonably
available to Seller and its accountants, upon prior reasonable
notice from Seller, to provide information which Seller
reasonably deems necessary in connection with the preparation of
its May management report, any filings required to be made by
Seller with the Securities and Exchange Commission or the audit
of the financial statements of the Systems for the five months
ending on the Closing Date, including information required to
calculate Seller's gain on the transactions contemplated by the
Agreement for inclusion in Seller's financial statements. If
requested by Buyer, Seller shall promptly reimburse Buyer for the
use of Buyer's employees in connection with the activities
referred to in the preceding sentence on an hourly basis at the
regular rate of pay for such employees, together with all other
out-of-pocket expenses (excluding benefits) incurred by Buyer at
Seller's request.
Seller shall provide Buyer with such access to its
books, records and employees as Buyer may reasonably require in
connection with the litigations assumed by it pursuant to this
agreement. Buyer shall provide Seller with such access to its
books, records and employees as Seller may reasonably require in
connection with any litigation relating to the Systems that
Seller is a party to; provided, however, that Seller's access
with respect to the matters described in the second paragraph of
Paragraph 1 hereof shall be subject to reimbursement by Seller
for employee time as described in the last sentence of the first
paragraph of Paragraph 10 hereof. In any event, Buyer's
employees shall not be required to prepare any analyses or
reports intended for use in such proceedings, but Buyer's
employees shall provide all relevant and available data,
information, and personal knowledge reasonably requested by
Seller or its representatives.
11. With respect to accrued vacation of Seller's
employees:
(a) Buyer shall provide accrued vacation to
employees of the Systems that it employs up to the maximum amount
allowed under Buyer's vacation accrual policy as set forth on
schedule 3. Buyer and Seller shall each be responsible for 50%
of any vacation pay payable to those employees on account of
their not being able to carry over to Buyer all of their accrued
vacation. Those payments shall be made by Seller on or promptly
after the Closing Date. At the Closing, Buyer shall pay Seller
50% of the estimated amount of those payments as set forth on
schedule 4; any difference between that estimate and the payments
actually made by Seller shall be taken into account in the
purchase price adjustment to be made under section 2.3(e) of the
Agreement.
(b) Seller shall be responsible for any accrued
vacation as of the Closing Date payable to employees of the
Systems who are not hired by Buyer and any accrued vacation as of
the Closing Date not subsequently used (determined as provided
below) for employees of the Systems whose employment is
terminated by Buyer within one year after the Closing Date; Buyer
shall be responsible for any vacation payable to employees who
are terminated after the first anniversary of the Closing Date.
In calculating Seller's liability for vacation pay for employees
hired by Buyer, those employees shall be deemed to have used
their vacation accrued with Seller before using any vacation
accrued with Buyer.
12. All security deposits and performance, surety,
corporate and other bonds posted by Seller pursuant to any
Franchise or Pole Attachment Agreement shall be returned to
Seller at Closing or as soon thereafter as practicable, but in no
event prior to the time when Buyer has posted the security
deposits or bonds required under the Franchises and Pole
Attachment Agreements, which Buyer shall do as soon as
practicable. Buyer shall indemnify and hold harmless Seller
against all Losses that Seller may suffer, sustain or become
subject to with respect to any of its security deposits or bonds
that remain posted under a Franchise or Pole Attachment Agreement
after the Closing as a result of any event or occurrence after
the Closing Date.
13. Any payments made to Seller in excess of the
capital costs incurred by Seller pursuant to the Teleport
Facilities Agreement referred to in paragraph 10 of the Side
Letter shall be returned by Seller to Teleport. Accordingly, no
allocation of those payments shall be made pursuant to the Side
Letter.
14. Seller agrees to indemnify Buyer in accordance
with the provisions of section 9.2 of the Agreement, without
regard to the limitations on survival set forth in section 9.1,
the limitations on liability set forth in section 9.3 or the
"basket amount" described in section 9.2, with respect to the
litigation matters set forth on schedule 5 attached hereto.
15. The "Determination Time" shall be 12:01 A.M. on
June 1, 1996.
16. Paragraphs 4 and 6 of the Side Letter are hereby
deleted.
If the foregoing correctly sets forth the terms of our
agreement, please so indicate by signing and returning the
enclosed copy of this letter.
Very truly yours,
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:___________________________
AGREED:
CENTURY COMMUNICATIONS CORP.
By:_________________________
CENTURY BAY AREA CABLE CORP.
By:_________________________
CENTURY VALLEY CABLE CORP.
By:________________________
