UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 11, 1998 0-14871
(Date of earliest report) (Commission File Number)
ML MEDIA PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
New York 13-3321085
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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 change since last report.)
Item 5. Other Events.
On August 11, 1998, Registrant (the "Registrant") entered into a
stock purchase agreement (the "Agreement") with Chancellor Media
Corporation of Los Angeles ("Chancellor") pursuant to which
Registrant agreed to sell the stock of Wincom Broadcasting
Corporation ("Wincom"). Wincom owns all of the outstanding stock
of Win Communications, Inc. ("WIN"), which owns and operates
radio station WQAL-FM in Cleveland, Ohio. The closing is subject
to various conditions, including FCC approval and the expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Under the terms of the Agreement, the
closing will not occur earlier than January 4, 1999 and, at
closing, an escrow account will be established with respect to
indemnification claims may be made by Chancellor for a period of
two years after the closing.
In connection with the Agreement, WIN and Chancellor entered into
a Time Brokerage Agreement, pursuant to which WIN will make
substantially all of the time on the station available to
Chancellor in exchange for a monthly payment by Chancellor to
WIN. The Time Brokerage Agreement will become effective three
days after expiration of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed
to its behalf by the undersigned thereunto duly authorized.
ML MEDIA PARTNERS, L.P.
BY: Media Management Partners
General Partners
BY: RP Media Management,
General Partner
BY: IMP Media Management
Inc.
Dated August 27, 1998 BY: /s/Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
