OFFER TO PURCHASE FOR CASH
LIMITED PARTNERSHIP INTERESTS
OF
ML MEDIA PARTNERS, L.P.
a Delaware Limited Partnership
AT
$750.00 PER UNIT
by
MADISON LIQUIDITY INVESTORS 104, LLC
(the ?Purchaser?)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN STANDARD TIME, ON DECEMBER 22, 1998, UNLESS THE
OFFER IS EXTENDED.
Madison Liquidity Investors 104, LLC (the ?Purchaser?)
hereby seeks to acquire limited partnership interests (the
?Units?) in ML MEDIA PARTNERS, L.P., a Delaware limited
partnership (the ?Partnership?). The Purchaser hereby
offers to purchase up to 18,611 Units at $750.00 per Unit
(the "Purchase Price"), in cash, reduced by (i) the $50.00
transfer fee (per transfer, not per Unit) charged by the
Partnership and (ii) any cash distributions made on or
after November 23, 1998 (the "Offer Date"), without
interest, upon the terms and subject to the conditions set
forth in this Offer to Purchase (the ?Offer to Purchase?)
and in the related Agreement of Assignment and Transfer and
accompanying documents, as each may be supplemented or
amended from time to time (which together constitute the
?Offer?). The Offer will expire at 5:00 p.m., Eastern
Standard Time, on December 22, 1998 or such other date to
which this Offer may be extended (the "Expiration Date").
The Units sought pursuant to the Offer represent 9.9% of
the Units outstanding as of September 25, 1998. Neither
Media Management Partners, the General Partner of ML Media
Partners, L.P. (the "General Partner"), nor ML Media
Partners, L.P., or their respective affiliates or
subsidiaries are parties to this Offer.
THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM
NUMBER OF UNITS BEING TENDERED. A UNITHOLDER MAY TENDER
ANY OR ALL UNITS OWNED BY SUCH UNITHOLDER.
The Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, (i) to
extend the period of time during which the Offer is open
and thereby delay acceptance for payment of, and the
payment for, any Units, (ii) upon the occurrence of any of
the conditions specified in Section 14 of this Offer to
Purchase, to terminate the Offer and not accept for payment
any Units not theretofore accepted for payment or paid for,
or to delay the acceptance for payment of, or payment for,
any Units not theretofore accepted for payment or paid for,
and (iii) to amend the Offer in any respect. Notice of any
such extension, termination or amendment will promptly be
disseminated to Unitholders in a manner reasonably designed
to inform Unitholders of such change in compliance with
Rule 14d-4(c) under the Securities Exchange Act of 1934
(the ?Exchange Act?). In the case of an extension of the
Offer, such extension will be followed by a press release
or public announcement which will be issued no later than
9:00 a.m., Eastern Standard Time, on the next business day
after the scheduled Expiration Date, in accordance with
Rule 14e-1(d) under the Exchange Act.
November 23, 1998
IMPORTANT
Any Unitholder desiring to tender any Units should complete
and sign the Agreement of Assignment and Transfer (a copy
of which is printed on yellow paper and enclosed with this
Offer to Purchase) in accordance with the instructions to
the Agreement of Assignment and Transfer (see Instructions
to Complete the Agreement of Assignment and Transfer) and
mail or deliver an executed Agreement of Assignment and
Transfer and any other required documents to Madison
Liquidity Investors 104, LLC in care of its Tender Agent,
Gemisys Tender Services (the "Tender Agent" or "Gemisys"),
at the address set forth below.
MADISON LIQUIDITY INVESTORS 104, LLC
c/o Gemisys Tender Services
7103 South Revere Parkway
Englewood, Colorado 80112
Telephone: (303) 705-6390
Facsimile: (303) 705-6276 (No Agreements of Assignment and
Transfer will be accepted by fax)
Questions or requests for assistance or additional copies
of this Offer to Purchase or the Agreement of Assignment
and Transfer may be directed to Madison Liquidity Investors
104, LLC in care of Gemisys at (303) 705-6390.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR
ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR TO PROVIDE
ANY INFORMATION OTHER THAN AS CONTAINED HEREIN OR IN THE
AGREEMENT OF ASSIGNMENT AND TRANSFER. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED
UPON AS HAVING BEEN AUTHORIZED.
The Partnership is subject to the information and reporting
requirements of the Exchange Act and in accordance
therewith is required to file reports and other information
with the Securities and Exchange Commission (the "SEC" or
"Commission") relating to its business, financial condition
and other matters. Such reports and other information are
available on the Commission?s electronic data gathering and
retrieval (EDGAR) system, at its internet web site at
www.sec.gov, may be inspected at the public reference
facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and are available for inspection and copying at the
regional offices of the Commission located in Northwestern
Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Room of the
Commission in Washington, D.C. at prescribed rates.
The Purchaser has or will be filing with the Commission a
Tender Offer Statement on Schedule 14D-1 (including
exhibits) pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain
additional information with respect to the Offer. Such
statement and any amendments thereto, including exhibits,
may be inspected and copies may be obtained from the
offices of the Commission in the manner specified above.
TABLE OF CONTENTS
Page
INTRODUCTION 1
TENDER OFFER
Section 1. Terms of the Offer 3
Section 2. Procedures for Tendering Units 3
Section 3. Acceptance for Payment and Payment for Units
3
Section 4. Proration 4
Section 5. Withdrawal Rights 4
Section 6. Extension of Tender Period; Termination;
Amendment 4
Section 7. Certain Federal Income Tax Consequences 5
Section 8. Effects of the Offer 5
Section 9. Future Plans 5
Section 10. The Business of the Partnership 6
Section 11. Conflicts of Interest 6
Section 12. Certain Information Concerning the Purchaser
6
Section 13 Source of Funds 7
Section 14. Conditions of the Offer 7
Section 15. Certain Legal Matters 7
Section 16. Fees and Expenses 8
Section 17. Miscellaneous 8
Schedule I. The Purchaser and Its Respective Principals
9
To the Unitholders of ML Media Partners, L.P.:
INTRODUCTION
The Purchaser hereby offers to purchase up to 18,611
of the outstanding units of limited partnership interest
("Units"), representing approximately 9.9% of the Units
outstanding, in ML Media Partners, L.P. (the "Partnership")
at a purchase price of $750.00 per Unit, in cash, reduced
by (i) the $50.00 transfer fee (per transfer, not per Unit)
charged by the Partnership and (ii) any cash distributions
made on or after November 23, 1998 (the "Offer Date"), upon
the terms and subject to the conditions set forth in the
Offer. The Offer will expire at 5:00 p.m., Eastern
Standard Time, on December 22, 1998, or such other date to
which this Offer may be extended (the ?Expiration Date?).
The Offer is not conditioned on any aggregate minimum
number of Units being tendered. Unitholders who tender
their Units will not be obligated to pay any brokerage
commissions in connection with the tender of Units.
For further information concerning the Purchaser, see
Section 12 below and Schedule "I".
Unitholders are urged to consider the following factors:
- The decision to accept the Offer eliminates the
potential uncertainty related to waiting for future
distributions of sales and final liquidation proceeds.
Furthermore, by selling the Units for cash now, the
Unitholder would enjoy the ability to redeploy investment
assets into alternative and potentially more liquid
investments.
- In its November 9, 1998 Report on Form 10-Q,
the Partnership states that they have entered into an Asset
Purchase Agreement dated as of September 14, 1998 with
Citicasters Co. to sell its Anaheim, California radio
stations. In addition, the Partnership states that it has
entered into a Stock Purchase Agreement with Chancellor
Media Corporation of Los Angeles, California pursuant to
which the Partnership has agreed to sell its stock holdings
in Wincom Broadcasting Corporation a parent company which
holds all of the outstanding stock in Win Communications,
Inc., an entity which owns and operates radio station WQAL-
FM in Cleveland, Ohio. The closing of the sales of these
two assets is subject to various conditions, including FCC
approval. With respect to these sales, the Partnership
will establish escrow accounts for a period of one year
after the closing of the Citicasters Co. transaction and
two years after the closing of the Wincom sale to
Chancellor Media Corporation.
- Moreover, the Partnership has disclosed in its
November 9, 1998 Report on Form 10-Q that the Partnership
"continues its efforts to enter into agreements to sell its
remaining investments in media properties; however due, to
changing market conditions, it may not be prudent to enter
into such agreements at the present time."
- The Partnership has also disclosed in its
November 9, 1998 Report on Form 10-Q "the related claims
against the Registrant [i.e. the Partnership] for
indemnification, other costs and expenses related to such
litigation, and the involvement of management, will
adversely affect (a) the timing of the termination of the
Registrant [i.e. the Partnership], (b) the amount of
proceeds which may be available for distribution, and (c)
the timing of the distribution to the limited partners of
the net proceeds from the liquidation of the Registrant?s
[Partnership?s] assets."
- The Purchaser is making the Offer for
investment purposes and with the intention of making a
profit from the ownership of the Units. In establishing the
purchase price of $750.00 per Unit, the Purchaser is
motivated to establish the lowest price which might be
acceptable to Unitholders consistent with the Purchaser?s
objectives. Such objectives and motivations may conflict
with the interests of the Unitholders in receiving the
highest price for their Units.
- For Unitholders who sell their Units in
accordance with this Offer, 1998 will be the final year for
which you receive a K-1 Tax Form from the Partnership
assuming that the transfer of your Units is effectuated by
the General Partner in 1998. Many investors who have tax
professionals prepare their taxes find the cost of filing
K-1s to be burdensome, particularly if more than one
limited partnership is owned. Although the General Partner
has disclosed that the Partnership has entered into sales
of two of the Partnership?s assets, the Partnership has yet
to enter into sales agreements for the Partnership?s
interests in its WICC-AM and WEBE-FM radio stations, or its
50% interest in the C-ML joint venture that owns a cable
system in Puerto Rico. The Partnership is under no
obligation to liquidate before December 31, 2011 and at the
very least will continue to exist for a minimum of two
years after the closing of the sale of Wincom to Chancellor
Media per the above-described Stock Purchase Agreement.
- The Offer will provide Unitholders with an
opportunity to liquidate their investment without the usual
transaction costs associated with secondary market sales.
Unitholders may have a more immediate need to use the cash
now tied up in an investment in the Units and wish to sell
them to the Purchaser.
- Unitholders who tender their Units will give up
the opportunity to participate in any future benefits from
the ownership of Units, including potential future
distributions by the Partnership, and the purchase price
per Unit payable to a tendering Unitholder by the Purchaser
may be less than the total amount which might otherwise be
received by the Unitholder with respect to the Units over
the remaining term of the Partnership.
Establishment of the Offer Price
The Purchaser has set the Offer Price at $750.00 per
Unit, in cash, reduced by (i) the $50.00 transfer fee (per
transfer, not per Unit) charged by the Partnership and (ii)
any cash distributions made on or after November 23, 1998.
In determining the Offer Price, the Purchaser based its
valuation of the Units on its own investigation of
Partnership assets, liabilities and business plan, and in
part on the General Partner?s estimate of the cash
distribution from the sale of the last remaining assets and
the final liquidating distribution.
The net asset value of the Units as disseminated by
the General Partner is $1,000.00 per Unit. The net asset
value does not necessarily reflect the fair market value of
a Unit, which may be higher or lower than the net asset
value depending on several factors. The General Partner
estimates net asset value based on a hypothetical sale of
all of the Partnership?s assets, as of a hypothetical date,
and the distribution to the Limited Partners and the
General Partner of the gross proceeds of such sales, net of
related indebtedness. The net asset value estimate
prepared by the General Partner does not take into account
(i) future changes in market conditions, (ii) timing
considerations or (iii) unforeseeable costs associated with
winding up the Partnership. It is the Purchaser?s belief
that the net asset value estimate prepared by the General
Partner does not accurately reflect the fair market value
of a Unit or the amount a Limited Partner could expect to
receive if such Limited Partner liquidated their Units
today.
Although not necessarily an indication of value, the
$750.00 purchase price per Unit is approximately 19.2%
higher than the $628.75 weighted average selling price for
the Units (as adjusted for typical commissions), as
reported by The Partnership Spectrum, an independent,
third-party source. As further reported by The Partnership
Spectrum during the two month period ended July 1998, there
were 10 trades conducted representing an aggregate of 614
Units sold or transferred. Because the gross sales prices
reported by The Partnership Spectrum do not necessarily
reflect the net sales proceeds received by sellers of
Units, which typically are reduced by commissions and other
secondary market transaction costs to amounts less than the
reported prices; the Purchaser cannot, and does not, know
whether the information compiled by The Partnership
Spectrum is accurate or complete.
The Partnership, its General Partner, and affiliates
of the General Partner are currently parties to a legal
proceeding involving the Partnership. The Purchaser does
not believe that this legal proceeding will in any way
impair or prevent the transactions contemplated by this
Offer. (See Section 15 - "Certain Legal Matters").
The Offer Price represents the price at which the
Purchaser is willing to purchase Units. No independent
person has been retained to evaluate or render any opinion
with respect to the fairness of the Offer Price and no
representation is made by the Purchaser or any affiliate of
the Purchaser as to such fairness. Other measures of the
value of the Units may be relevant to Unitholders.
Unitholders are urged to consider carefully all of the
information contained herein and consult with their own
advisors, tax, financial or otherwise, in evaluating the
terms of the Offer before deciding whether to tender Units.
General Background Information
Certain information contained in this Offer to
Purchase which relates to, or represents, statements made
by the Partnership or the General Partner, has been derived
from information provided in reports filed by the
Partnership with the Securities and Exchange Commission.
The Purchaser expressly disclaims any responsibility for
the information included in these filed reports and
extracted in this discussion.
According to publicly available information, as of
June 30, 1998, there were 187,994 Units issued and
outstanding which are held by approximately 14,298
Unitholders.
Tendering Unitholders will not be obligated to pay
brokerage fees or commissions on the sale of the Units to
the Purchaser pursuant to the Offer. The Purchaser will
pay all charges and expenses incurred in connection with
the Offer with the exception of the transfer fees that will
be paid by the Unitholder via a reduction in the proceeds
from the sale of the Units. The Purchaser desires to
purchase all of the Units tendered by each Unitholder, up
to 9.9% of the total outstanding Units and subject to
Proration, when applicable, except where otherwise
prohibited. (See Section 4 to the Tender Offer-"Proration"
below).
If, prior to the Expiration Date, the Purchaser
increases the consideration offered to Unitholders pursuant
to the Offer, such increased consideration will be paid
with respect to all Units that are purchased pursuant to
the Offer, whether or not such Units were tendered prior to
such increase in consideration.
Unitholders are urged to read this Offer to Purchase
and the accompanying Agreement of Assignment and Transfer
carefully before deciding whether to tender their Units.
TENDER OFFER
Section 1. Terms of the Offer.
Upon the terms and subject to the conditions of the
Offer, the Purchaser will accept for payment and pay for
Units validly tendered on or prior to the Expiration Date
and not withdrawn in accordance with Section 5 of this
Offer to Purchase. The term ?Expiration Date? shall mean
5:00 p.m., Eastern Standard Time, on December 22, 1998,
unless and until the Purchaser shall have extended the
period of time for which the Offer is open, in which event
the term ?Expiration Date? shall mean the latest time and
date on which the Offer, as so extended by the Purchaser,
shall expire.
The Offer is conditioned on satisfaction of certain
conditions. (See Section 14, which sets forth in full the
conditions of the Offer.) The Purchaser reserves the right
(but shall not be obligated), in its sole discretion and
for any reason, to waive any or all of such conditions.
If, by the Expiration Date, any or all of such conditions
have not been satisfied or waived, the Purchaser reserves
the right (but shall not be obligated) to (i) decline to
purchase any of the Units tendered, terminate the Offer and
return all tendered Units to tendering Unitholders, (ii)
waive all the unsatisfied conditions and, subject to
complying with the applicable rules and regulations of the
Commission, purchase all Units validly tendered, (iii)
extend the Offer and, subject to the right of Unitholders
to withdraw Units until the Expiration Date, retain the
Units that have been tendered during the period or periods
for which the Offer is extended or (iv) amend the Offer.
Section 2. Procedures for Tendering Units.
Valid Tender. For Units to be validly tendered pursuant to
the Offer, a properly completed and duly executed Agreement
of Assignment and Transfer (a copy of which is enclosed and
printed on yellow paper) with any other documents required
by the Agreement of Assignment and Transfer, or
instructions thereto, must be received by the Purchaser in
care of its Tender Agent at its address, Madison Liquidity
Investors 104, LLC c/o Gemisys Tender Services, 7103 South
Revere Parkway, Englewood, Colorado 80112 on or prior to
the Expiration Date. A Unitholder may tender any or all
Units owned by such Unitholder.
In order for a tendering Unitholder to participate in
the Offer, the Unitholder must complete, in its entirety,
the following documents that accompany this Offer to
Purchase:
(1) The Agreement of Assignment and Transfer; and
(2) Any other applicable documents included herewith or
in the Instructions to Complete the Agreement of Assignment
and Transfer.
In order for a tendering Unitholder to participate in
the Offer, Units must be validly tendered and not withdrawn
prior to the Expiration Date, which is 5:00 p.m., Eastern
Standard Time, on December 22, 1998, or such date to which
the Offer may be extended.
The method of delivery of the Agreement of Assignment
and Transfer and all other required documents is at the
option and risk of the tendering Unitholder and delivery
will be deemed made only when actually received by the
Tender Agent.
Backup Federal Income Tax Withholding. To prevent the
possible application of 31% backup federal income tax
withholding with respect to payment of the Offer Price for
Units purchased pursuant to the Offer, a tendering
Unitholder must provide the Tender Agent with such
Unitholder?s correct taxpayer identification number ("TIN")
or Social Security Number and make certain certifications
that such Unitholder is not subject to backup federal
income tax withholding. Each tendering Unitholder must
insert in the Agreement of Assignment and Transfer the
Unitholder?s taxpayer identification number or social
security number in the space provided on the signature page
to the Agreement of Assignment and Transfer. The Agreement
of Assignment and Transfer also includes a substitute Form
W-9, which contains the certifications referred to above.
(See the Instructions to the Agreement of Assignment and
Transfer and the accompanying Tax Certification page).
FIRPTA Withholding. To prevent the withholding of federal
income tax in an amount equal to 10% of the sum of the
Offer Price plus the amount of Partnership liabilities
allocable to each Unit tendered, each Unitholder must
complete the FIRPTA Affidavit included in the Agreement of
Assignment and Transfer certifying such Unitholder?s TIN or
Social Security Number and address and that the Unitholder
is not a foreign person. (See the Instructions to the
Agreement of Assignment and Transfer and Section 7-?Certain
Federal Income Tax Consequences?).
Other Requirements. By executing an Agreement of
Assignment and Transfer as set forth above, a tendering
Unitholder irrevocably appoints the designees of the
Purchaser as such Unitholder?s proxy, in the manner set
forth in the Agreement of Assignment and Transfer, each
with full power of substitution, to the full extent of such
Unitholder?s rights with respect to the Units tendered by
such Unitholder and accepted for payment by the Purchaser.
Such appointment will be effective when, and only to the
extent that, the Purchaser accepts such Units for payment
and has received confirmation from the General Partner that
the Units have been transferred. Upon such acceptance for
payment and confirmation from the General Partner of the
transfer, all prior proxies given by such Unitholder with
respect to such Units will, without further action, be
revoked, and no subsequent proxies may be given (and if
given will not be effective). The designees of the
Purchaser will, with respect to such Units, be empowered to
exercise all voting and other rights of such Unitholder as
they in their sole discretion may deem proper at any
meeting of Unitholders, by written consent or otherwise.
In addition, by executing an Agreement of Assignment and
Transfer, and not otherwise timely withdrawing pursuant to
the provisions of Section 5 herein, a Unitholder also
assigns to the Purchaser all of the Unitholder?s rights to
receive distributions from the Partnership with respect to
the Units which are accepted for payment and purchased
pursuant to the Offer, including those cash distributions
made on or after the Offer Date-November 23, 1998.
Determination of Validity; Rejection of Units; Waiver of
Defects; No Obligation to Give Notice of Defects. All
questions as to the validity, form, eligibility (including
time of receipt) and acceptance for payment of any tender
of Units pursuant to the procedures described above will be
determined by the Purchaser, in its sole discretion, which
determination shall be final and binding. The Purchaser
reserves the absolute right to reject any or all tenders if
not in proper form or if the acceptance of, or payment for,
the Units tendered may, in the opinion of the Purchaser?s
counsel, be unlawful. The Purchaser also reserves the
right to waive any defect or irregularity in any tender
with respect to any particular Units of any particular
Unitholder, and the Purchaser?s interpretation of the terms
and conditions of the Offer (including the Agreement of
Assignment and Transfer and the Instructions thereto) will
be final and binding. Neither the Purchaser, the Tender
Agent, nor any other person will be under any duty to give
notification of any defects or irregularities in the tender
of any Units or will incur any liability for failure to
give any such notification.
A tender of Units pursuant to any of the procedures
described above will constitute a binding agreement between
the tendering Unitholder and the Purchaser upon the terms
and subject to the conditions of the Offer, including the
tendering Unitholder?s representation and warranty that (i)
such Unitholder owns the Units being tendered within the
meaning of Rule 14e-4 under the Exchange Act and (ii) the
tender of such Units complies with Rule 14e-4. Rule 14e-4
requires, in general, that a tendering security holder will
actually be able to deliver the security subject to the
tender offer, and is of concern particularly to any
Unitholders who have granted options to sell or purchase
the Units, hold option rights to acquire such securities,
maintain ?short? positions in the Units (i.e., have
borrowed the Units) or have loaned the Units to a short
seller. Because of the nature of limited partnership
interests, the Purchaser believes it is unlikely that any
option trading or short selling activity exists with
respect to the Units. In any event, a Unitholder will be
deemed to tender Units in compliance with Rule 14e-4 and
the Offer if the holder is the record owner of the Units
and the holder (i) delivers the Units pursuant to the terms
of the Offer, (ii) causes such delivery to be made, (iii)
guarantees such delivery, (iv) causes a guaranty of such
delivery, or (v) uses any other method permitted in the
Offer (such as a facsimile delivery of the Agreement of
Assignment and Transfer).
Section 3. Acceptance for Payment and Payment for Units.
Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the
terms and conditions of any extension or amendment), the
Purchaser will accept for payment, and will pay for, Units
validly tendered and not withdrawn in accordance with
Section 5, as promptly as practicable following the
Expiration Date. The tendering Unitholders will be paid
promptly following (i) receipt of a valid, properly and
fully executed Agreement of Assignment and Transfer and
(ii) receipt by the Purchaser of the Partnership?s
confirmation that the transfer of Units have been
effectuated, subject to Section 4 ("Proration") of this
Offer to Purchase. The Tender Agent will issue payment
only to the Unitholder of record and payment will be
forwarded only to the address listed on the Agreement of
Assignment and Transfer.
For purposes of the Offer, the Purchaser shall be deemed to
have been accepted for payment (and thereby purchased)
tendered Units when the Purchaser is in receipt of the
Partnership?s confirmation that the transfer of Units has
been effectuated. Upon the terms and subject to the
conditions of the Offer, payment for the Units purchased
pursuant to the Offer will in all cases be made by the
Tender Agent.
Under no circumstances will interest be paid on the
Offer Price by reason of any delay in making such payment.
If any tendered Units are not purchased for any
reason, the Agreement of Assignment and Transfer with
respect to such Units not purchased will be of no force or
effect. If, for any reason whatsoever, acceptance for
payment of, or payment for, any Units tendered pursuant to
the Offer is delayed or the Purchaser is unable to accept
for payment, purchase or pay for the Units tendered
pursuant to the Offer, then without prejudice to the
Purchaser?s rights under Section 14 (but subject to
compliance with Rule 14e-1(c) under the Exchange Act), the
Tender Agent may, nevertheless, on behalf of the Purchaser,
retain tendered Units, subject to any limitations of
applicable law, and such Units may not be withdrawn except
to the extent that the tendering Unitholders are entitled
to withdrawal rights as described in Section 5.
If, prior to the Expiration Date, the Purchaser shall
increase the consideration offered to Unitholders pursuant
to the Offer, such increased consideration shall be paid
for all Units accepted for payment pursuant to the Offer,
whether or not such Units were tendered prior to such
increase.
Unless otherwise prohibited, the Purchaser reserves
the right to transfer or assign, in whole or from time to
time in part, the right to purchase Units tendered pursuant
to the Offer, but any such transfer or assignment will not
relieve the Purchaser of its obligations under the Offer or
prejudice the rights of tendering Unitholders to receive
payment for Units validly tendered and accepted for payment
pursuant to the Offer.
Section 4. Proration.
If not more than 18,611 Units are validly tendered
and not properly withdrawn prior to the Expiration Date,
the Purchaser, upon the terms and subject to the conditions
of the Offer, will accept for payment all such Units so
tendered.
If more than 18,611 Units are validly tendered and
not properly withdrawn on or prior to the Expiration Date,
the Purchaser, upon the terms and subject to the conditions
of the Offer, will accept for payment and pay for an
aggregate of 18,611 Units so tendered, pro rata according
to the number of Units validly tendered by each Limited
Partner and not properly withdrawn on or prior to the
Expiration Date, on a pro rata basis, with appropriate
adjustments to avoid tenders of fractional Units and
purchases that may otherwise violate the Partnership?s
Limited Partnership Agreement, where applicable.
In the event that proration is required, the
Purchaser will determine the precise number of Units to be
accepted and will forward payment together with a notice
explaining the final results of the proration as soon as
practicable. The Purchaser will not pay for any Units
tendered until after the final proration factor has been
determined.
Section 5. Withdrawal Rights.
Except as otherwise provided in this Section 5, all
tenders of Units pursuant to the Offer are irrevocable,
provided that Units tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date.
For withdrawal to be effective, a written notice of
withdrawal must be timely received by the Tender Agent
(i.e. a valid notice of withdrawal must be received after
November 23, 1998 but on or before December 22, 1998 or
such other date to which this Offer may be extended) at the
address set forth in the attached Agreement of Assignment
and Transfer. Any such notice of withdrawal must specify
the name of the person who tendered the Units to be
withdrawn and must be signed by the person(s) who signed
the Agreement of Assignment and Transfer and must also
contain a Medallion Signature Guarantee.
If purchase of, or payment for, Units is delayed for
any reason, or if the Purchaser is unable to purchase or
pay for Units for any reason, then, without prejudice to
the Purchaser?s rights under the Offer, tendered Units may
be retained by the Tender Agent on behalf of the Purchaser
and may not be withdrawn except to the extent that
tendering Unitholders are entitled to withdrawal rights as
set forth in this Section 5, subject to Rule 14e-1(c) under
the Exchange Act, which provides, in part, that no person
who makes a tender offer shall fail to pay the
consideration offered or return the securities (i.e. Units)
deposited by or on behalf of security holders promptly
after the termination or withdrawal of the tender offer.
All questions as to the form and validity (including
time of receipt) of notices of withdrawal will be
determined by the Purchaser, in its sole discretion, which
determination shall be final and binding. Neither the
Purchaser, the Tender Agent, nor any other person will be
under any duty to give notification of any defects or
irregularities in any notice of withdrawal or will incur
any liability for failure to give any such notification.
Any Units properly withdrawn will be deemed not to be
validly tendered for purposes of the Offer. Withdrawn
Units may be re-tendered, however, by following the
procedures described in Section 2 at any time prior to the
Expiration Date.
Section 6. Extension of Tender Period; Termination;
Amendment.
The Purchaser expressly reserves the right, in its
sole discretion, at any time and from time to time, (i) to
extend the period of time during which the Offer is open
and thereby delay acceptance for payment of, and the
payment for, validly tendered Units, (ii) upon the
occurrence or failure to occur of any of the conditions
specified in Section 14, to delay the acceptance for
payment of, or payment for, any Units not heretofore
accepted for payment or paid for, or to terminate the Offer
and not accept for payment any Units not theretofore
accepted for payment or paid for, by giving written notice,
of such termination to the Tender Agent, and (iii) to amend
the Offer in any respect (including, without limitation, by
increasing or decreasing the consideration offered or the
number of Units being sought in the Offer or both or
changing the type of consideration) by giving written
notice of such amendment to the Tender Agent. Any
extension, termination or amendment will be followed as
promptly as practicable by public announcement, the
announcement in the case of an extension to be issued no
later than 9:00 a.m., Eastern Standard Time, on the next
business day after the previously scheduled Expiration
Date, in accordance with the public announcement
requirement of Rule 14d-4(c) under the Exchange Act.
Without limiting the manner in which the Purchaser may
choose to make any public announcement, except as provided
by applicable law (including Rule 14d-4(c) under the
Exchange Act), the Purchaser will have no obligation to
publish, advertise or otherwise communicate any such public
announcement, other than by issuing a release to the Dow
Jones News Service. The Purchaser may also be required by
applicable law to disseminate to Unitholders certain
information concerning the extensions of the Offer or any
other material changes in the terms of the Offer.
If the Purchaser extends the Offer, or if the
Purchaser (whether before or after its acceptance for
payment of Units) is delayed in its payment for Units or is
unable to pay for Units pursuant to the Offer for any
reason, then, without prejudice to the Purchaser's rights
under the Offer, the Tender Agent may retain tendered Units
on behalf of the Purchaser, and such Units may not be
withdrawn except to the extent tendering Unitholders are
entitled to withdrawal rights as described in Section 5.
However, the ability of the Purchaser to delay payment for
Units that the Purchaser has accepted for payment is
limited by Rule 14e-1 under the Exchange Act, which
requires that the Purchaser pay the consideration offered
or return the securities deposited by or on behalf of
holders of securities promptly after the termination or
withdrawal of the Offer.
If the Purchaser makes a material change in the terms
of the Offer or the information concerning the Offer or
waives a material condition of the Offer, the Purchaser
will extend the Offer to the extent required by Rules 14d-
4(c), 14d-6(d) and 14e-1 under the Exchange Act. The
minimum period during which an offer must remain open
following a material change in the terms of the Offer or
information concerning the Offer, other than a change in
price or a change in percentage of securities sought, will
depend upon the facts and circumstances, including the
relative materiality of the change in the terms or
information. With respect to a change in price or a change
in percentage of securities sought (other than an increase
of not more than 2% of the securities sought), however, a
minimum ten business day period is generally required to
allow for adequate dissemination to security holders and
for investor response. As used in this Offer to Purchase,
"business day" means any day other than a Saturday, Sunday
or a federal holiday, and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern Standard Time.
Section 7. Certain Federal Income Tax Consequences.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS
INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND DOES NOT
PURPORT TO ADDRESS ALL ASPECTS OF TAXATION THAT MAY BE
RELEVANT TO A PARTICULAR UNITHOLDER. For example, this
discussion does not address the effect of any applicable
foreign, state, local or other tax laws other than federal
income tax laws. Certain Unitholders (including trusts,
foreign persons, tax-exempt organizations or corporations
subject to special rules, such as life insurance companies
or "S Corporations") may be subject to special rules not
discussed below. This discussion is based on the Internal
Revenue Code of 1986, as amended (the "I.R.C." or "Code"),
existing regulations, court decisions and Internal Revenue
Service ("IRS") rulings and other pronouncements. EACH
UNITHOLDER TENDERING UNITS SHOULD CONSULT SUCH UNITHOLDER'S
OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO
SUCH UNITHOLDER OF ACCEPTING THE OFFER, INCLUDING THE
APPLICATION OF THE ALTERNATIVE MINIMUM AND FEDERAL,
FOREIGN, STATE, LOCAL AND OTHER TAX LAWS.
The following discussion is based on the assumption
that the Partnership is treated as a partnership for
federal income tax purposes and is not a "publicly traded
partnership" as that term is defined in the Code.
Gain or Loss. A taxable Unitholder will recognize a gain
or loss on the sale of such Unitholder's Units in an amount
equal to the difference between (i) the amount realized by
such Unitholder on the sale and (ii) such Unitholder's
adjusted tax basis in the Units sold. The amount realized
by a Unitholder will include the Unitholder's share of the
Partnership's liabilities, if any (as determined under
I.R.C. ?752 and the regulations thereunder). If the
Unitholder is a corporation and reports a loss on the sale,
such loss generally could not be currently deducted by such
Unitholder except against such Unitholder's capital gains
from such other investments. If the Unitholder is an
individual and reports a loss on the sale, such loss
generally could not be deducted by such Unitholder except
against such Unitholder?s capital gains from such other
investments and up to $3,000 in the aggregate against
ordinary income. Assuming the activities engaged in by the
Partnership constitute passive activities as defined in
I.R.C. ?469, such loss would be treated as a passive
activity loss. (See "Suspended ?Passive Activity Losses?"
below.)
The adjusted tax basis in the Units of a Unitholder
will depend upon individual circumstances. (See also
"Partnership Allocations in Year of Sale" below.) Each
Unitholder who plans to tender hereunder should consult
with the Unitholder's own tax advisor as to the
Unitholder's adjusted tax basis in the Unitholder's Units
and the resulting tax consequences of a sale.
If any portion of the amount realized by a Unitholder
is attributable to such Unitholder's share of "unrealized
receivables" or "substantially appreciated inventory items"
as defined in I.R.C. ?751, a corresponding portion of such
Unitholder's gain or loss will be treated as ordinary gain
or loss. It is possible that the basis allocation rules of
I.R.C. ?751 may result in a Unitholder's recognizing
ordinary income with respect to the portion of the
Unitholder's amount realized on the sale of a Unit that is
attributable to such items while recognizing a capital loss
with respect to the remainder of the Unit.
A tax-exempt Unitholder (other than an organization
described in I.R.C. ??501(c)(7) (social club), 501(c)(9)
(voluntary employee benefit association), 501(c)(17)
(supplementary unemployment benefit trust), or 501(c)(20)
(qualified group legal services plan)) should not be
required to recognize unrelated trade or business income
upon the sale of its Units pursuant to the Offer, assuming
that such Unitholder does not hold its Units as a "dealer"
and has not acquired such Units with debt financed
proceeds.
Partnership Allocations in Year of Sale. A tendering
Unitholder will be allocated the Unitholder's pro rata
share of the annual taxable income and losses from the
Partnership, in accordance with the terms and conditions of
the Partnership Agreement, with respect to the Units sold
for the period through the date of sale, even though such
Unitholder will assign to the Purchaser his, her or its
rights to receive certain cash distributions with respect
to such Units. Such allocations and any Partnership
distributions for such period would affect a Unitholder's
adjusted tax basis in the tendered Units and, therefore,
the amount of gain or loss recognized by the Unitholder on
the sale of the Units.
Possible Tax Termination. The Code provides that if 50% or
more of the capital and profits interests in a partnership
are sold or exchanged within a single 12-month period, such
partnership generally will terminate for federal income tax
purposes. It is possible that the Partnership could
terminate for federal income tax purposes as a result of
consummation of the Offer. If so, the Partnership will be
treated as having made a liquidating distribution of an
undivided interest in all of its assets to the Unitholders,
in proportion to their respective interests in the
Partnership?s properties, the partners of the Partnership
after consummation of the Offer (i.e., the non-tendering
Unitholders and the Purchaser) would be treated as having
recontributed their interests in Partnership assets to a
new Partnership, and the capital accounts of all partners
would be restated. A Unitholder would recognize gain on
the liquidating distribution only to the extent that the
amount of cash deemed distributed to the Unitholder
exceeded the Unitholder's basis in the Units. Depending on
the Unitholders' basis in their Units and the Partnership's
tax basis in its property, a tax termination could affect,
perhaps adversely, the amount of depreciation deductions
reported by the Partnership for the period following the
date of such termination. A tax termination of the
Partnership also could have the adverse effect on
Unitholders whose tax year is not the calendar year, of the
inclusion of more than one year of Partnership tax items in
one tax return of such Unitholders, resulting in a
"bunching" of income or deductions. In addition, a tax
termination could have the adverse effect on non-tendering
Unitholders who subsequently dispose of their Units at a
gain of requiring them to treat a greater portion of such
gain as ordinary income (due to the application of I.R.C.
?735) than would otherwise be required absent a tax
termination of the Partnership.
Suspended "Passive Activity Losses". A Unitholder who
sells all of the Unitholder's Units would be able to deduct
"suspended" passive activity losses from the Partnership,
if any, in the year of sale free of the passive activity
loss limitation. If it is determined that the Partnership
is engaged in activities that are defined by I.R.C. ?469 as
?passive activities?, the ability of a Unitholder, as a
limited partner of the Partnership, who or which is subject
to the passive activity loss rules, to claim tax losses
from the Partnership is limited. Upon sale of all of the
Unitholder's Units, such Unitholder would be able to use
any "suspended" passive activity losses first against gain,
if any, on sale of the Unitholder's Units and then against
any other net income or gain from all other passive
activities and then against any non-passive income.
Foreign Unitholders. Gain realized by a foreign Unitholder
on a sale of a Unit pursuant to the Offer will be subject
to federal income tax. Under I.R.C. ?1445, the transferee
of a partnership interest held by a foreign person is
generally required to deduct and withhold a tax equal to
10% of the amount realized on the disposition. The
Purchaser will withhold 10% of the amount realized by a
tendering Unitholder from the purchase price payment to be
made to such Unitholder unless the Unitholder properly
completes and signs the FIRPTA Affidavit included as part
of the Tax Certification certifying the Unitholder's TIN,
that such Unitholder is not a foreign person and the
Unitholder's address. Amounts withheld would be creditable
against a foreign Unitholder's federal income tax liability
and, if in excess thereof, a refund could be obtained from
the Internal Revenue Service by filing a U.S. income tax
return.
Section 8. Effects of the Offer.
Effect on Trading Market. There is no established public
trading market for the Units and, therefore, a reduction in
the number of Unitholders should not materially further
restrict the Unitholders' ability to find purchasers for
their Units on any secondary market.
Voting Power of Purchaser. Depending on the number of
Units acquired by the Purchaser pursuant to the Offer, the
Purchaser may have the ability to exert certain influence
on matters subject to the vote of Unitholders, unless
otherwise prohibited.
The Units are registered under the Exchange Act,
which requires, among other things that the Partnership
furnish certain information to its Unitholders and to the
Commission and comply with the Commission's proxy rules in
connection with meetings of, and solicitation of consents
from, Unitholders.
Section 9. Future Plans.
Following the completion of the Offer, the Purchaser,
or its affiliates, may acquire additional Units. Any such
acquisitions may be made through private purchases, one or
more future tender offers or by any other means deemed
advisable or appropriate. Any such acquisitions may be at
a consideration higher or lower than the consideration to
be paid for the Units purchased pursuant to the Offer.
The Purchaser is acquiring the Units pursuant to the Offer
solely for investment purposes. Although the Purchaser has
no present intention to seek control of the Partnership or
to change the management or operations of the Partnership,
the Purchaser reserves the right, at an appropriate time,
to exercise its rights as a limited partner, unless
otherwise prohibited, to vote on matters subject to a
limited partner vote, including a vote to cause the sale of
the Partnership's remaining property and the liquidation
and dissolution of the Partnership.
Section 10. The Business of the Partnership.
Information included herein concerning the
Partnership is derived exclusively from the Partnership's
publicly-filed reports. ML Media Partners, L.P. (the
"Partnership") was formed under the Delaware Uniform
Limited Partnership Act on February 1, 1985. The
Partnership was formed 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. Media
Management Partners (the "General Partner") manages the
Partnership. The General Partner is not affiliated with
the Purchaser. The General Partner?s principal offices are
located at World Financial Center, South Tower, 225 Liberty
Street, New York, New York 10080. Its telephone number at
that address is (800) 288-3694.
The Partnership?s investment portfolio that is not
curently under contract to be sold (as reported in its most
recent filing on Form 10-Q filed on November 9, 1998) as of
September 25, 1998 consists of a 50% interest in a joint
venture (the "Venture"), which owns 100% of the stock of
Century-ML Cable Corporation ("C-ML Cable"), which owns and
operates two cable televisions systems in Puerto Rico and
an FM (WEBE-FM) and AM (WICC-AM) radio station combination
in Bridgeport, Connecticut.
In its filing on Form 10-Q filed on November 9, 1998,
the Partnership disclosed that it had entered into a Stock
Purchase Agreement with Chancellor Media Corporation of Los
Angeles, California to sell its interests in Wincom
Broadcasting Corporation ("Wincom"), a corporation that
owns an FM radio station (WQAL-FM) in Cleveland, Ohio. The
Partnership also disclosed in the November 9, 1998 filing
on Form 10-Q that it had entered into an Asset Purchase
Agreement with Citicasters Co. pursuant to which the
Partnership agreed to sell substantially all of its assets
used in the operations of radio stations KEZY-FM and KORG
(AM) in Anaheim, California for $30,100,000.00 subject to a
proration of items of income and expenses as of the
closing.
Additionally, in June 1998, the Partnership, through
the Venture, consummated the sale of an FM (WFID-FM) and AM
(WUNO-AM) radio station combination and a background music
service in San Juan, Puerto Rico ("C-ML Radio").
Additional information concerning the Partnership,
its assets, operations and management is contained in its
Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q and other filings with the Securities and Exchange
Commission. Such reports and filings are available on the
Commission's EDGAR system, at its internet website at
www.sec.gov, and are available for inspection at the
Commission's principal office in Washington, D.C. and at
its regional offices in New York, New York and Chicago,
Illinois. The Purchaser expressly disclaims any
responsibility for the information included in such reports
and extracted in this discussion.
For additional information, please see the discussion
above under Introduction- "Establishment of the Offer
Price."
Selected Financial Data. Set forth below is a summary of
certain financial data for the Partnership which has been
excerpted from the Partnership's Annual Report on Form 10-K
for the year ended December 26, 1997. The financial
information set forth below is qualified in its entirety by
reference to such reports and documents filed with the
Securities and Exchange Commission and the financial
statements and related notes contained therein. The
Purchaser expressly disclaims any responsibility for the
information contained in these filed reports and extracted
in this discussion.
The following table sets forth in comparative tabular
form a summary of selected financial data for each of the
Partnership's last five full years:
For the Years Ended
(In Dollars, Except per Unit Amounts)
12/26/1997 12/27/1996 12/29/1995
12/30/1994 12/31/1993
Operating Revenues $ 53,223,983 $
71,831,996 $109,214,031 $105,910,208
$100,401,671
Gain on sale of the California
Cable Systems --
$185,609,191 -- --
- --
Gain on sale of television
stations $ 3,702,725
- -- $ 22,796,454 --
- --
Net Income/(Loss) $ 19,467,688
$189,711,304 $ 21,490,240 $ (1,450,756)
$ 1,377,340
Net Income/(Loss) per Unit
of Limited Partnership Interest $ 102.52
$ 999.04 $ 113.17 $
(7.64) $ 7.25
Number of Units 187,994
187,994 187,994 187,994
187,994
Total Assets $156,646,178
$160,994,824 $210,198,496
$238,330,358 $249,851,937
Borrowings $ 54,244,038 $
60,348,428 $182,821,928 $218,170,968
$232,568,349
Section 11. Conflicts of Interest.
It is the Purchaser?s belief that there is no
conflict of interest between the Purchaser and the
Partnership, the General Partner or the Tender Agent.
Section 12. Certain Information Concerning the Purchaser.
The Purchaser is Madison Liquidity Investors 104,
LLC, a limited liability company organized under the laws
of the State of Delaware. For information concerning the
Purchaser and its principals, please refer to Schedule "I"
attached hereto. The principal business of the Purchaser
is investment in securities, particularly limited
partnership securities. The principal business address of
the Purchaser is P.O. Box 7461, Incline Village, Nevada
89452.
The Purchaser has made binding commitments to
contribute and has available sufficient amounts of liquid
capital necessary to fund the acquisition of all Units
subject to the Offer, the expenses to be incurred in
connection with the Offer, and all other anticipated costs
of the Purchaser. The Purchaser is not a public company
and has not prepared audited financial statements. The
Purchaser, its principals, owners and members have an
aggregate net worth in excess of $5 million, including net
liquid assets of more than $1 million.
Except as otherwise set forth herein, (i) neither the
Purchaser nor, to the best knowledge of the Purchaser, the
persons listed on Schedule "I" nor any affiliate of the
Purchaser, beneficially owns or has a right to acquire any
Units, (ii) neither the Purchaser nor, to the best
knowledge of the Purchaser, the persons listed on Schedule
"I" nor any affiliate of the Purchaser, or any director,
executive officer or subsidiary of any of the foregoing has
effected any transaction in the Units within the past 60
days, (iii) except as set forth in Section 15 of this Offer
to Purchase ("Certain Legal Matters"), neither the
Purchaser nor, to the best knowledge of the Purchaser, the
persons listed on Schedule "I" nor any affiliate of the
Purchaser have any contract, arrangement, understanding or
relationship with any other person with respect to any
securities of the Partnership, including but not limited
to, contracts, arrangements, understandings or
relationships concerning the transfer or voting thereof,
joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving
or withholding of proxies, consents or authorizations, (iv)
there have been no transactions or business relationships
which would be required to be disclosed under the rules and
regulations of the Commission between the Purchaser or, to
the best knowledge of the Purchaser, the persons listed on
Schedule "I", or any affiliate of the Purchaser on the one
hand, and the Partnership or its affiliates, on the other
hand, and (v) there have been no contracts, negotiations or
transactions between the Purchaser, or to the best
knowledge of the Purchaser any affiliate of the Purchaser,
on the one hand, the persons listed on Schedule "I", and
the Partnership or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, tender
offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount
of assets.
Section 13. Source of Funds.
The Purchaser expects that approximately
$13,958,250.00 would be required to purchase up to the
18,611 Unit maximum of the outstanding Units, if tendered,
and approximately an additional $200,000.00 may be
required to pay related fees and expenses. The Purchaser
anticipates funding all of the purchase price and related
expenses through existing equity sources and/or borrowing
facilities. The Offer is not contingent on obtaining
financing.
Section 14. Conditions of the Offer.
Notwithstanding any other terms of the Offer, the
Purchaser shall not be required to accept for payment or to
pay for any Units tendered if all authorizations, consents,
orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by, any court,
administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign,
necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed,
occurred or been obtained on or before the Expiration Date.
The Purchaser shall not be required to accept for
payment or pay for any Units not theretofore accepted for
payment or paid for and may terminate or amend the Offer as
to such Units if, at any time on or after the date of the
Offer and before the Expiration Date, any of the following
conditions exits:
(a) a preliminary or permanent injunction or other
order of any federal or state court, government or
governmental authority or agency shall have been issued and
shall remain in effect which (i) makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the
making of the Offer or the acceptance for payment of or
payment for any Units by the Purchaser, (ii) imposes or
confirms limitations on the ability of the Purchaser
effectively to exercise full rights of ownership of any
Units, including, without limitation, the right to vote any
Units acquired by the Purchaser pursuant to the Offer or
otherwise on all matters properly presented to the
Partnership?s Unitholders, (iii) requires divestiture by
the Purchaser of any Units, (iv) causes any material
diminution of the benefits to be derived by the Purchaser
as a result of the transactions contemplated by the Offer
or (v) might materially adversely affect the business,
properties, assets, liabilities, financial condition, tax
status, operations, results of operations or prospects of
the Purchaser or the Partnership;
(b) there shall be any action taken, or any statute,
rule, regulation or order proposed, enacted, enforced,
promulgated, issued or deemed applicable to the Offer by
any federal or state court, government or governmental
authority or agency, other than the application of the
waiting period provisions of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, which
might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (v) of
paragraph (a) above;
(c) any change or development shall have occurred or
been threatened since the date hereof, in the business,
properties, assets, liabilities, financial condition, tax
status, operations, results of operations or prospects of
the Partnership, which, in the reasonable judgment of the
Purchaser, is or may be materially adverse to the
Partnership, or the Purchaser shall have become aware of
any fact that, in the reasonable judgment of the Purchaser,
does or may have a material adverse effect on the value of
the Units;
(d) there shall have occurred (i) any general
suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market in the United States, (ii) a
declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, (iii)
any limitation by any governmental authority on, or other
event which might affect, the extension of credit by
lending institutions or result in any imposition of
currency controls in the United States, (iv) a commencement
of a war or armed hostilities or other national or
international calamity directly or indirectly involving the
United States, (v) a material change in United States or
other currency exchange rates or a suspension of a
limitation on the markets thereof, or (vi) in the case of
any of the foregoing existing at the time of the
commencement of the Offer a material acceleration or
worsening thereof;
(e) it shall have been publicly disclosed or the
Purchaser shall have otherwise learned that (i) more than
fifty percent of the outstanding Units have been or are
proposed to be acquired by another person (including a
"group" within the meaning of Section 13(d)(3) of the
Exchange Act), or (ii) any person or group that prior to
such date had filed a Statement with the Commission
pursuant to Section 13(d) or (g) of the Exchange Act has
increased or proposes to increase the number of Units
beneficially owned by such person or group as disclosed in
such Statement by two percent or more of the outstanding
Units; or
(f) any developments that would substantially impair
or encumber those benefits that the Purchaser is attempting
to achieve in this tender offer.
The foregoing conditions are for the sole benefit of
the Purchaser and may be asserted by the Purchaser
regardless of the circumstances giving rise to such
conditions or may be waived by the Purchaser in whole or in
part at any time and from time to time in its sole
discretion. Any termination by the Purchaser concerning
the events described above will be final and binding upon
all parties.
Section 15. Certain Legal Matters.
General. Except as set forth in this Section 15, the
Purchaser is not aware of any filings, approvals or other
actions by any domestic or foreign governmental or
administrative agency that would be required prior to the
acquisition of Units by the Purchaser pursuant to the
Offer. Should any such approval or other action be
required, it is the Purchaser?s present intention that such
additional approval or action would be sought. While there
is no present intent to delay the purchase of Units
tendered pursuant to the Offer pending receipt of any such
additional approval or the taking of any such action, there
can be no assurance that any such additional approval or
action, if needed, would be obtained without substantial
conditions or that adverse consequences might not result to
the Partnership?s business, or that certain parts of the
Partnership?s business might not have to be disposed of or
held separate or other substantial conditions complied with
in order to obtain such approval or action, any of which
could cause the Purchaser to elect to terminate the Offer
without purchasing Units thereunder. The Purchaser?s
obligation to purchase and pay for Units is subject to
certain conditions, including conditions related to the
legal matters discussed in this Section 15.
The Partnership, its General Partner, and affiliates
of the General Partner are currently respondents/defendants
to a purported class action lawsuit that was commenced on
behalf of the Unitholders in the New York Supreme Court,
New York County on August 29, 1997 alleging breach of the
Amended and Restated Agreement of Limited Partnership,
breach of fiduciary duties, and unjust enrichment.
("August 29, 1997 Action"). In its August 11, 1998 Report
on Form 10-Q, the Partnership denied the allegations made
in the August 29, 1997 Action and has stated that it
believes that it has "good and meritorious" defenses to the
action.
While the Purchaser believes that this pending
litigation may impact the ultimate value of the Units, it
does not believe that the pending litigation will impact
the transfer of Units as contemplated by the Offer.
Antitrust. The Purchaser does not believe that the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as
amended, is applicable to the acquisition of Units pursuant
to the Offer.
Margin Requirements. The units are not "margin securities"
under the regulations of the Board of Governors of the
Federal Reserve System and, accordingly, such regulations
are not applicable to the Offer.
State Takeover Laws. A number of states have adopted anti-
takeover laws which purport, to various degrees, to be
applicable to attempts to acquire securities of
corporations which are incorporated in such states or which
have substantial assets, security holders, principal
executive offices or principal places of business therein.
These laws are directed at the acquisition of corporations
and not partnerships. The Purchaser, therefore, does not
believe that any anti-takeover laws apply to the
transactions contemplated by the Offer.
Although the Purchaser has not attempted to comply
with any state anti-takeover statutes in connection with
the Offer, the Purchaser reserves the right to challenge
the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer nor any
action taken in connection herewith is intended as a waiver
of such right. If any state anti-takeover statute is
applicable to the Offer, the Purchaser might be unable to
accept for payment or purchase Units tendered pursuant to
the Offer or be delayed in continuing or consummating the
Offer. In such case, the Purchaser may not be obligated to
accept for purchase or pay for any Units tendered.
Section 16. Fees and Expenses.
The Purchaser has retained Gemisys Tender Services,
to act as the Purchaser?s Tender Agent. The Purchaser will
pay Gemisys reasonable and customary compensation for its
services in connection with the Offer and will indemnify
Gemisys against certain liabilities and expenses in
connection therewith, including liabilities under the
federal securities laws. Except as otherwise set forth
herein, the Purchaser will also pay all costs and expenses
of printing, publication and mailing of the Offer.
Section 17. Miscellaneous.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) UNITHOLDERS IN ANY
JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS
OF SUCH JURISDICTION. THE PURCHASER IS NOT AWARE OF ANY
JURISDICTION WITHIN THE UNITED STATES IN WHICH THE MAKING
OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD BE ILLEGAL.
No person has been authorized to give any information
or to make any representation on behalf of the Purchaser
not contained herein or in the Agreement of Assignment and
Transfer and, if given or made, such information or
representation must not be relied upon as having been
authorized.
November 23, 1998
MADISON LIQUIDITY INVESTORS 104, LLC
SCHEDULE I
THE PURCHASER AND ITS RESPECTIVE PRINCIPALS
The Purchaser is Madison Liquidity Investors 104, LLC. The
Member of the Purchaser is Madison/OHI Liquidity Investors,
LLC, an affiliate of The Madison Avenue Capital Group LLC
(collectively "Madison"). The names of the officers of the
Purchaser and Madison/OHI Liquidity Investors, LLC and
their principal occupations and five year employment
histories are set forth below. Each individual is a
citizen of the United States.
The Madison Avenue Capital Group, LLC is a Delaware limited
liability company founded by Bryan E. Gordon and Ronald M.
Dickerman. Madison is an investment management boutique
with a value investing philosophy. Madison invests in
limited partnership units, common stock and other
securities issued by companies which own diversified
portfolios of real estate, cable television systems,
transportation and other leased equipment, film portfolios,
LBO/venture investment portfolios and other cash flow
producing assets. Madison and its affiliates have over
$270 million in committed capital. To date, over 45,000
limited partners nationwide in over 250 limited
partnerships have sold their units to Madison and its
affiliates. The business address of Madison is P.O. Box
7461, Incline Village, Nevada 89452.
Bryan E. Gordon is a Managing Director of the Purchaser as
well as being a Managing Director of The Madison Avenue
Capital Group, LLC. Prior to co-founding predecessor
entities to The Madison Avenue Capital Group, LLC in
January 1995, Mr. Gordon had 13 years of experience in the
investment banking and management consulting fields, with
an emphasis on real estate and corporate finance. Mr.
Gordon has extensive experience with equity and debt
financings, mergers and acquisitions, roll-up and formation
transactions, and restructurings of limited partnerships,
REITs, corporations and joint ventures. Mr. Gordon?s
experience includes: seven years in the Real Estate and
Partnership Finance Groups at Smith Barney, Inc.; two years
in the Investment Banking Division of Bear, Stearns & Co.
Inc.; one year in the Real Estate and Partnership Finance
Group at EF Hutton & Company; and three years in management
consulting with Tillinghast/Towers, Perrin, Foster &
Crosby. Mr. Gordon earned an MBA from Columbia
University?s Graduate School of Business and a BSE from the
Wharton School of the University of Pennsylvania.
Ronald M. Dickerman is a Managing Director of the Purchaser
as well as being a Managing Director of The Madison Avenue
Capital Group, LLC. Prior to co-founding predecessor
entities to The Madison Avenue Capital Group, LLC in
January 1995, Mr. Dickerman had 14 years of experience in
the analysis, acquisition, financing, management, and
disposition of income-producing real estate. In 1991, Mr.
Dickerman founded First Equity Realty Corp, a real estate
investment firm specializing in the acquisition of multi-
family properties from financial institutions, utilizing a
value-added approach. From 1987-1991, Mr. Dickerman was an
investment banker in the Partnership Finance Group of Smith
Barney, Harris, Upham & Co., Inc. His responsibilities
included the origination, analysis, structuring,
acquisition, asset management, disposition and marketing of
real estate and other limited partnerships. In this
capacity, Mr. Dickerman was responsible for transactions
that raised approximately $525 million for assets with a
value of $2 billion. Mr. Dickerman earned an MBA from
Columbia University?s Graduate School of Business and a BA
from Tufts University.
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