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THIS DOCUMENT IS A CONFIRMING COPY OF THE SCHEDULE 14D-1
FILED ON NOVEMBER 18, 1998 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
ML Media Partners, L.P.
(Name of Subject Company)
Madison Liquidity Investors 104, LLC
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
--------------------------
Copy to:
Ronald M. Dickerman Lance D. Myers, Esq.
Madison Liquidity Investors 104, LLC Cullen and Dykman
P.O. Box 7461 177 Montague Street
Incline Village, Nevada 89452 Brooklyn, New York 11201
(212) 687-0251 (718) 780-0048
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
--------------------------
Transaction Amount of
Valuation Filing Fee
$13,958,250.00 $2,791.65
--------------------------
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 18,611 Limited Partnership Interests ("Units") of the subject
company at $750.00 in cash per Unit.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
CUSIP NO. None 14D-1 Page 1 of 3 Pages
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Madison Liquidity Investors 104, LLC
134022656
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC, PF and OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None.
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions) [ ]
9. Percent of Class Represented by Amount in Row (7)
0.0
10. Type of Reporting Person (See Instructions)
OO
Item 1. Security and Subject Company.
(a) This Schedule relates to limited partnership interests (the
"Units") of ML Media Partners, L.P. (the "Issuer"), the subject company. The
address of the Issuer's principal executive offices is: World Financial Center,
South Tower - 23rd Floor, New York, New York 10080-6123.
(b) This Schedule relates to the offer by Madison Liquidity Investors
104, LLC (the "Purchaser"), to purchase up to 18,611 Units for cash at a price
equal to $750.00 per Unit less the amount of any cash distributions made on or
after November 23, 1998, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 23, 1998 (the "Offer to Purchase") and
the related Agreement of Assignment and Transfer, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively. The Issuer had 187,994 Units
outstanding as of June 30, 1998, according to its definitive proxy statement.
(c) The information set forth under the captions
"Introduction-Establishment of the Offer Price" and "Effects of the Offer" in
the Offer to Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) The information set forth in "Introduction," "Certain
Information Concerning the Purchasers" and in Schedule I of the Offer to
Purchase is incorporated herein by reference.
(e)-(g) The information set forth in "Certain Information Concerning
the Purchasers" and Schedule I in the Offer to Purchase is incorporated herein
by reference. Other than as set forth in the Offer to Purchase, during the last
five years, neither the Purchaser nor, to the best of the knowledge of the
Purchaser, any person named on Schedule I to the Offer to Purchase nor any
affiliate of the Purchaser (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, Federal or State securities laws or finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) Not applicable.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption "Source of Funds" of
the Offer to Purchase is incorporated herein by reference. (b)-(c) Not
applicable.
CUSIP NO. None 14D-1 Page 2 of 3 Pages
<PAGE>
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a)-(e) and (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference.
(f) Not applicable.
Item 6. Interest in Securities of the Subject Company.
(a) and (b) The information set forth in "Certain Information
Concerning the Purchaser" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchaser" of the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
Item 9. Financial Statements of Certain Bidders.
Not applicable.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" of the
Offer to Purchase is incorporated herein by reference.
(d) None.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the related
Agreement of Assignment and Transfer, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively, and which are incorporated herein in
their entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase dated November 23, 1998
(a)(2) Agreement of Assignment and Transfer
(a)(3) Form of Letter to Unitholders dated November 23, 1998
(a)(4) Form of Advertisement-Summary Publication Notice as
published in the November 16, 1998 New York Times
(b)-(f) Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 23, 1998
Madison Liquidity Investors 104, LLC
By Ronald M. Dickerman, Managing Director
By: /s/ RONALD M. DICKERMAN
--------------------------------------
Ronald M. Dickerman, Managing Director
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(1) Offer to Purchase dated November 23, 1998
(a)(2) Agreement of Assignment and Transfer
(a)(3) Form of Letter to Unitholders dated November 23, 1998
(a)(4) Form of Advertisement - Summary Publication Notice as published in
the November 16, 1998 New York Times
CUSIP NO. None 14D-1 Page 3 of 3 Pages
<PAGE>
EXHIBIT (a)(1)
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
1
<PAGE>
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.
2
<PAGE>
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.
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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.
4
<PAGE>
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. ss.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. ss.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. ss.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. ss.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.
ss.ss.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. ss.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. ss.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.
ss.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.
5
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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:
<TABLE>
<CAPTION>
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
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
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,
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<PAGE>
(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.
7
<PAGE>
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
8
<PAGE>
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 in January 1995 from predecessor entities created 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. 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.
9
AGREEMENT OF ASSIGNMENT AND TRANSFER
FOR LIMITED PARTNERSHIP INTERESTS IN
ML MEDIA PARTNERS, L.P.
[Name of Owner of Units] TAID# [Number]
[Address] ML Media Partners, L.P.
[Address] UNITS OWNED: [Number]
[Town], [State] [Zip Code]
Please make any corrections to name/mailing address in space to the left.
I hereby tender to Madison Liquidity Investors 104, LLC, a Delaware limited
liability company ("Madison"), the above-described limited partnership interests
(the "Units") in ML Media Partners, L.P., a Delaware limited partnership (the
"Partnership"), for $750.00 per Unit in cash (reduced by the amount of (i) any
transfer fee payable to the Partnership in respect of the Units tendered hereby
and (ii) any cash distributions made to me by the Partnership on or after
November 23, 1998) in accordance with the terms and subject to the conditions of
Madison's Offer to Purchase as Exhibit (a)(1) to Schedule 14D-1 dated November
23, 1998 (the "Offer to Purchase") and this Agreement of Assignment and Transfer
(which, together with the Offer to Purchase and any supplements or amendments,
constitutes the "Offer"). I acknowledge that I have received the Offer to
Purchase. The Offer will remain open until December 22, 1998, subject to
extension at the discretion of Madison. It is understood that payment for the
Units tendered hereby will be made by check mailed to me at the address above
promptly after the date of the Partnership's confirmation that the transfer of
the Units to Madison is effective, subject to Section 4 (Proration) and Section
5 (Withdrawal Rights) of the Offer to Purchase. The Offer is subject to Section
14 (Conditions of the Offer) of the Offer to Purchase.
Subject to, and effective upon, acceptance of this Agreement of Assignment and
Transfer and payment for the Units tendered hereby in accordance with the terms
and subject to the conditions of the Offer, I hereby sell, assign, transfer,
convey and deliver (the "Transfer") to Madison, all of my right, title and
interest in and to the Units tendered hereby and accepted for payment pursuant
to the Offer and any and all non-cash distributions, other Units or other
securities issued or issuable in respect thereof on or after November 23, 1998,
including, without limitation, to the extent that they exist, all rights in, and
claims to, any Partnership profits and losses, cash distributions, voting rights
and other benefits of any nature whatsoever distributable or allocable to the
Units under the Partnership's limited partnership agreement (the "Partnership
Agreement"), (i) unconditionally to the extent that the rights appurtenant to
the Units may be transferred and conveyed without the consent of the general
partner of the Partnership (the "General Partner"), and (ii) in the event that
Madison elects to become a substituted limited partner of the Partnership,
subject to the consent of the General Partner to the extent such consent may be
required in order for Madison to become a substituted limited partner of the
Partnership.
It is my intention that Madison, if it so elects, succeed to my interest as a
Substitute Limited Partner, as defined in the Partnership Agreement, in my place
with respect to the transferred Units. It is my understanding, and I hereby
acknowledge and agree, that Madison shall be entitled to receive all
distributions of cash or other property from the Partnership attributable to the
transferred Units that are made on or after November 23, 1998, including,
without limitation, all distributions of Distributable Cash Flow and Net Cash
Proceeds, without regard to whether the cash or other property that is included
in any such distribution was received by the Partnership before or after the
Transfer and without regard to whether the applicable sale, financing,
refinancing or other disposition took place before or after the Transfer. It is
my further understanding, and I further acknowledge and agree, that the taxable
income and taxable loss attributable to the transferred Units with respect to
the taxable period in which the Transfer occurs shall be divided among and
allocated between me and Madison as provided in the Partnership Agreement, or in
accordance with such other lawful allocation methodology as may be agreed upon
by the Partnership and Madison. I represent and warrant that I have the full
right, power and authority to transfer the subject Units and to execute this
Agreement of Assignment and Transfer and all other documents executed in
connection herewith without the joinder of any other person or party, and if I
am executing this Agreement of Assignment and Transfer or any other document in
connection herewith on behalf of a business or other entity other than an
individual person, I have the right, power and authority to execute such
documents on behalf of such entity without the joinder of any other person or
party.
Subject to Section 5 (Withdrawal Rights) of the Offer to Purchase, I hereby
irrevocably constitute and appoint Madison as my true and lawful agent and
attorney-in-fact with respect to the Units, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) vote or act in such manner as any such attorney-in-fact shall,
in its sole discretion, deem proper with respect to the Units; (ii) deliver the
Units and transfer ownership of the Units on the Partnership's books maintained
by the General Partner; (iii) endorse, on my behalf, any and all payments
received by Madison from the Partnership that are made on or after November 23,
1998, which are made payable to me, in favor of Madison or any other payee
Madison otherwise designates; (iv) execute a Loss and Indemnity Agreement
relating to the Units on my behalf if I fail to include my original
certificate(s) (if any) representing the Units with this Agreement; (v) execute
on my behalf any applications for transfer and any distribution allocation
agreements required by National Association of Securities Dealers Notice to
Members 96-14 to give effect to the transactions contemplated by this Agreement;
(vi) receive all benefits and cash distributions and otherwise exercise all
rights of beneficial ownership of the Units; and (vii) direct the General
Partner to immediately change the address of record of the registered owner of
the transferred Units to that of Madison, as my attorney-in-fact. Madison is
further authorized, as part of its powers as my attorney-in-fact with respect to
the Units, to commence any litigation that Madison, in its sole discretion,
deems necessary to enforce any exercise of Madison's powers as my
attorney-in-fact as set forth herein. Madison shall not be required to post bond
of any nature in connection with this power of attorney. I hereby direct the
Partnership and the General Partner to remit to Madison any distributions made
by the Partnership with respect to the Units on or after November 23, 1998. To
the extent that any distributions are made by the Partnership with respect to
the Units on or after November 23, 1998, that are received by me, I agree to
promptly pay over such distributions to Madison. I further agree to pay any
costs incurred by Madison in connection with the enforcement of any of my
obligations hereunder or my breach of any of the agreements, representations and
warranties made by me herein.
I hereby direct the General Partner to immediately change my address of record
as the registered owner of the Units to be transferred herein to that of
Madison, conditional solely upon Madison's execution of this Agreement.
IF LEGAL TITLE TO THE UNITS IS HELD THROUGH AN IRA OR KEOGH OR SIMILAR ACCOUNT,
I UNDERSTAND THAT THIS AGREEMENT MUST BE SIGNED BY THE CUSTODIAN OF SUCH IRA OR
KEOGH ACCOUNT. FURTHERMORE, I HEREBY AUTHORIZE AND DIRECT THE CUSTODIAN OF SUCH
IRA OR KEOGH TO CONFIRM THIS AGREEMENT.
I hereby represent and warrant to Madison that I (i) have received and reviewed
the Offer to Purchase and (ii) own the Units and have full power and authority
to validly sell, assign, transfer, convey and deliver to Madison the Units, and
that effective when the Units are accepted for payment by Madison, I hereby
convey to Madison, and Madison will hereby acquire good, marketable and
unencumbered title thereto, free and clear of all options, liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the Units will not be subject to
any adverse claim. I further represent and warrant that I am a "United States
person," as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986,
as amended.
I hereby release and discharge the General Partner and its officers,
shareholders, directors, employees and agents from all actions, causes of
action, claims or demands I have, or may have, against the General Partner that
result from the General Partner's reliance on this Agreement of Assignment and
Transfer or any of the terms and conditions contained herein. I hereby indemnify
and hold harmless the Partnership from and against all claims, demands, damages,
losses, obligations and responsibilities arising, directly or indirectly, out of
a breach of any one or more representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive my death
or incapacity and all of my obligations shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. In
addition, I hereby agree not to offer, sell or accept any offer to purchase any
or all of the Units to or from any third party while the Offer remains open.
Upon request, I will execute and deliver any additional documents deemed by
Madison to be necessary or desirable to complete the assignment, transfer and
purchase of the Units.
<PAGE>
I HEREBY CERTIFY, UNDER PENALTIES OF PERJURY, THAT THE STATEMENTS IN BOX A, BOX
C, BOX D AND, IF APPLICABLE, BOX E BELOW ARE TRUE AND CORRECT.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. I waive any claim that any State or Federal court located
in the State of Delaware is an inconvenient forum, and waive any right to trial
by jury.
PLEASE COMPLETE ALL SHADED AREAS
SIGN HERE TO TENDER YOUR UNITS
================================================================================
BOX A
(See Instructions to Complete Agreement of Assignment and Transfer - Box A)
All
Date:__________________________, 1998 _________________________________________
(If you desire to sell less than
all of your Units, strike "All" and
indicate the number of Units to be
sold)
<TABLE>
<CAPTION>
<S> <C> <C>
- ----------------------------------- ------------------------------------- ----------------------------------------------------
Your Social Security or Your Telephone Number Signature of Co-Seller and Medallion Signature
Taxpayer Identification Number Guarantee (If applicable)
</TABLE>
- --------------------------------------------------------------------------------
Your Signature and Medallion Signature Guarantee
- --------------------------------------------------------------------------------
Custodian Signature and Medallion Signature Guarantee
(REQUIRED IF UNITS HELD IN IRA/KEOGH)
Please note: A Medallion Signature Guarantee is similar to a notary, but is
provided by your bank or brokerage house where you have an account.
================================================================================
BOX B
MEDALLION SIGNATURE GUARANTEE
(Required for all Sellers)
(See Instructions to Complete Agreement of Assignment and Transfer - Box B)
- --------------------------------------------------------------------------------
Name and Address of Bank or Brokerage House:____________________________________
Authorized Signature of Bank or Brokerage House Representative:_________________
Title:__________________________________________________________________________
Name:___________________________________________________________________________
Date: ________, 199_
Please note: A Medallion Signature Guarantee is similar to a notary, but is
provided by your bank or brokerage house where you have an account.
================================================================================
BOX C
SUBSTITUTE FORM W-9
(See Instructions to Complete Agreement of Assignment and Transfer - Box C)
- --------------------------------------------------------------------------------
The person signing this Agreement of Assignment and Transfer hereby
certifies the following to the Purchaser under penalties of perjury:
(i) The TIN set forth in the signature box in Box A of this Agreement
of Assignment and Transfer is the correct TIN of the Unitholder, or if this box
[ ] is checked, the Unitholder has applied for a TIN. If the Unitholder has
applied for a TIN, a TIN has not been issued to the Unitholder, and either: (a)
the Unitholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (B) THE
UNITHOLDER INTENDS TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE (IT
BEING UNDERSTOOD THAT IF THE UNITHOLDER DOES NOT PROVIDE A TIN TO THE PURCHASER
WITHIN SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO THE UNITHOLDER
THEREAFTER WILL BE WITHHELD UNTIL A TIN IS PROVIDED TO THE PURCHASER); and
(ii) Unless this box [ ] is checked, the Unitholder is not subject to
backup withholding either because the Unitholder: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unitholder is subject
to backup withholding as a result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Unitholder is no longer
subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the
Unitholder is not subject to backup withholding.
================================================================================
BOX D
FIRPTA AFFIDAVIT
(See Instructions to Complete Agreement of Assignment and Transfer - Box D)
- --------------------------------------------------------------------------------
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the Unitholder's interest in the Partnership, the
person signing this Agreement of Assignment and Transfer hereby certifies the
following under penalties of perjury:
(i) Unless this box [ ] is checked, the Unitholder, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations); (ii) the Unitholder's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box in Box A of this
Agreement of Assignment and Transfer; and (iii) the Unitholder's home address
(for individuals) or office address (for non-individuals), is correctly printed
(or corrected) on the top of this Agreement of Assignment and Transfer. If a
corporation, the jurisdiction of incorporation is ________________________.
The person signing this Agreement of Assignment and Transfer understands
that this certification may be disclosed to the IRS by the Purchaser and that
any false statements contained herein could be punished by fine, imprisonment,
or both.
================================================================================
BOX E
SUBSTITUTE FORM W-8
(See Instructions to Complete Agreement of Assignment and Transfer - Box E)
- --------------------------------------------------------------------------------
By checking this box [ ], the person signing this Agreement of Assignment
and Transfer hereby certifies under penalties of perjury that the Unitholder is
an "exempt foreign person" for purposes of the backup withholding rules under
the U.S. federal income tax laws, because the Unitholder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a
broker.
================================================================================
AGREED TO AND ACCEPTED:
Madison Liquidity Investors 104, LLC
By:_______________________________________________________
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
7103 South Revere Parkway, Englewood, CO 80112
Tel: 303-705-6390 Fax: 303-705-6276
<PAGE>
EXHIBIT (a)(3)
MADISON LIQUIDITY INVESTORS 104, LLC,
- --------------------------------------------------------------------------------
c/o Gemisys Tender Services o 7103 South Revere Parkway o Englewood, CO 80112
Tel: 303-705-6390 o Fax: 303-705-6276
November 23, 1998
TO UNITHOLDERS IN ML MEDIA PARTNERS, L.P.
RE: Offer to Purchase Limited Partnership Interests
-----------------------------------------------
Dear Fellow Investor:
Madison Liquidity Investors 104, LLC ("Madison") is seeking to buy your Limited
Partnership Interests (the "Units") in ML Media Partners, L.P. (the
"Partnership") for $750.00 per Unit in CASH. This amount will be reduced by the
$50.00 transfer fee (per transfer, not per Unit) charged by the Partnership and
any cash distributions made by the Partnership on or after November 23, 1998.
WE ARE AN INVESTMENT FIRM WHICH BUYS UNITS IN DOZENS OF UNDERPERFORMING LIMITED
PARTNERSHIPS AND ARE NOT AFFILIATED WITH THE PARTNERSHIP NOR THE GENERAL
PARTNER. We are principals seeking to acquire Units for our investment portfolio
only (we are not a matching service or professional broker who resells units).
Madison and its affiliates have over $270 million in capital that is committed
to paying limited partners for their units. To date, over 45,000 limited
partners nationwide in over 250 limited partnerships have chosen to sell their
units to us. This has made Madison a leading and reliable choice for limited
partnership investors seeking a time and cost efficient liquidity option.
Please consider the following points in evaluating our offer:
o FAST, COMMISSION-FREE SALE. Our offer provides you with the opportunity to
immediately sell your Units without the commission costs (generally, up to
10% of the sales price, subject to a $150-$200 minimum commission per
trade) paid by the seller in typical secondary market sales. Remember, with
secondary market matching services, the process to sell your Units will not
even begin until an interested buyer can be found, which cannot be assured
and can take days, weeks or even months.
o HISTORICAL PARTNERSHIP PERFORMANCE. The Partnership was closed 11 years
ago. You invested $1,000.00 per Unit and to date an original investor has
received total cash distributions of approximately $715.00 per Unit from
the Partnership. When combined with the remaining net asset value (as
estimated by the General Partner) this would represent an average annual
return on your investment of 6.5%.
o HIGHER PRICE THAN RECENT SALES. Our offer price of $750.00 per Unit is 32%
higher than a recent tender offer of $570.00 and 50% higher than the March
1998 tender offer of $500.00 from JJJ Fund. Our offer price is also 19.2%
higher than the recent secondary market price. The weighted average of the
secondary market price of Units sold during the period from June to July
1998 was $628.75 per Unit (after netting out typical commissions) according
to the July/August 1998 issue of The Partnership Spectrum.
o ILLIQUID UNITS. The relative illiquidity of the Units resulting from the
absence of a formal trading market means the Units are difficult to sell.
In fact, there were only five sales per month representing 0.16% of the
Partnership's Units, on average, during the months of June and July 1998
(the most recent period for which information is available) according to
the July/August issue of The Partnership Spectrum.
o CHANGES IN MARKET CONDITIONS AND RESOLUTION OF CLAIMS MAY DELAY ASSET
SALES. According to the Partnership's latest quarterly report filed on Form
10-Q for the period ending September 25, 1998, the "Registrant 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." Furthermore,
the Partnership is under no obligation to liquidate its assets before
December 31, 2011.
In addition, according to the Partnership's second quarter report, "The
related claims against Registrant 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 Registrant, (b) the
amount of proceeds which may be available for distribution, and (c) the
timing of distribution to the limited partners of the net proceeds from the
liquidation of Registrant's assets."
o ESCROW WILL CAUSE PARTNERSHIP TO CONTINUE FOR ADDITIONAL TWO YEARS.
According to the Partnership's Form 8-K filed on August 11, 1998 with
regard to the Partnership's WQAL-FM radio station sale contract, "Under
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 made by Chancellor for a period of two years after
the closing."
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
7103 South Revere Parkway, Englewood, CO 80112
Tel: 303-705-6390 Fax: 303-705-6276
<PAGE>
o UNCERTAIN TIMING OF FINAL PARTNERSHIP LIQUIDATION. A sale of all of the
assets of a partnership is no guarantee that full liquidation will occur
immediately after such sale or shortly thereafter. As stated in the
July/August 1998 issue of The Partnership Spectrum, "Long suffering
partnership investors rejoicing over the sale of their partnership's assets
typically don't realize that it could be months or even years before their
partnership is formally dissolved and the final K-1 is mailed out. While
warranties and representations made to buyers in connection with asset
sales often keep a partnership from dissolving for six to twelve months
after the last property has been sold, a lawsuit can require a partnership
to stay open for years." Accordingly, to the extent that the Partnership
continues to exist after its final asset sale, you will continue to receive
a K-1 and there can be no assurance that the Partnership will make cash
distributions in each of such years.
o ABILITY TO REDEPLOY SALE PROCEEDS INTO OTHER INVESTMENTS. The decision to
sell your Units for cash now would provide you with the ability to redeploy
your investment assets into potentially stronger and liquid investments.
This could, depending on your individual investment decisions, provide
current income and capital appreciation potential, as well as liquidity if
needed.
o SIMPLIFIED TAX FILING. If you sell your Units now, 1998 will be the final
year for which you receive a K-1 tax form from the Partnership, assuming
the transfer of your Units is completed by year end. 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.
o ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units now, 1998
could be the final year in which you incur fees for your IRA or retirement
account. Due to the lackluster performance and declining value of limited
partnership units generally, many custodians will not allow the transfer of
limited partnership units into new retirement accounts. While many
investors have consolidated their retirement accounts and taken advantage
of custodial services offered through discount brokerage firms, they may
have had to maintain separate retirement accounts for limited partnership
units, because of custodian restrictions on the transfer of such units.
Once our cash payment is sent directly to your retirement account, you are
free to consolidate your retirement accounts or transfer the funds to a
custodian that offers lower fees.
Madison will only purchase a maximum of 9.9% of the outstanding Units pursuant
to this offer. If more Units are offered to us, we will prorate our purchase
ratably to all sellers. You will be paid promptly following (i) receipt of a
valid, properly executed Agreement of Assignment and Transfer (see the yellow
document enclosed) and (ii) receipt by Madison of the Partnership's confirmation
that the transfer of Units has been effectuated, subject to Section 4
(Proration) of the Offer to Purchase. ALL SALES OF UNITS WILL BE IRREVOCABLE BY
YOU, SUBJECT TO SECTION 5 (WITHDRAWAL RIGHTS) OF THE OFFER TO PURCHASE.
A COMPREHENSIVE DISCUSSION OF THE TERMS OF THE OFFER CAN BE FOUND IN THE OFFER
TO PURCHASE, EXHIBIT (A)(1) TO THE SCHEDULE 14D-1.
If you wish to accept our offer, please complete and MEDALLION SIGNATURE
GUARANTEE (this must be done by your broker or a bank where you have an account)
the enclosed yellow Agreement of Assignment and Transfer and return it in the
enclosed envelope, along with your limited partnership certificate (if one was
issued to you and is available).
Our offer will expire at 5:00 p.m., Eastern Standard Time, on December 22, 1998,
unless the offer is extended. We encourage you to act promptly.
Please call us at (303)705-6390, or send a fax to (303)705-6276, if you have any
questions. Thank you for your consideration of our offer.
Very truly yours,
Madison Liquidity Investors 104, LLC
The price offered hereby may be more or less than prices recently quoted by
secondary market matching market services. We believe that transactions through
these secondary market services are costly and time consuming, and that the
quoted prices often differ from the price a seller actually receives. Therefore,
you may prefer to sell to us even at a lower price than otherwise so quoted. We
believe that the value of the Units will ultimately be more than the price
offered hereby. However, there are numerous risks and uncertainties that may
cause our belief to be wrong. If you wish to have us bear those risks and
uncertainties, you should consider selling your Units to us. We reserve the
right to apply procedural considerations in determining which Units to accept.
We may extend the term of our offer at our discretion. At times when a Madison
tender offer for Units of the Partnership is not outstanding, affiliates of
Madison may purchase Units at negotiated prices which may be more or less than
the price offered hereby.
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
7103 South Revere Parkway, Englewood, CO 80112
Tel: 303-705-6390 Fax: 303-705-6276
<PAGE>
COMMONLY ASKED QUESTIONS AND ANSWERS
WHY WOULD I WANT TO SELL MY UNITS TO MADISON?
Have your original objectives for this investment been met? Are your pleased
with the way this investment has performed to date? We have found that most
investors are disappointed with the performance of their limited partnership
investments. Many investors have been in these investments far longer than
originally anticipated and their returns have been disappointing. In addition,
the tax reporting requirements for limited partnerships are burdensome and
costly, often requiring an accountant to prepare your taxes. Recent requirements
by certain states have also increased this burden by requiring limited partners
to file state income tax returns, and potentially to pay taxes, in states where
a partnership owns properties, regardless of the overall profitability of the
partnership.
Many investors feel that selling their limited partnership units will free up
funds to pursue more attractive investment options. And unlike limited
partnerships, most other investments provide immediate liquidity in the event an
investor needs access to his/her funds.
While emotionally difficult to accept, many investors are realizing that not
only will original projections never be met on many of these limited
partnerships, but, in some cases, original investment capital will never be
fully recovered. Thus, a readily available purchase offer for an underperforming
investment with an uncertain termination date may be an opportunity worthy of
your consideration.
WHY DOES MADISON WANT TO BUY MY UNITS?
Madison purchases units in dozens of underperforming limited partnerships for
its own investment portfolio... not for the purposes of reselling the units or
matching buyers and sellers, as is the case with secondary market matching
services. By agreeing to sell to Madison, you are assuring a sale of your Units,
subject to proration rights and other conditions having been met. A secondary
market firm cannot assure a sale unless it can locate a buyer who is interested
in purchasing your particular Units. Most individual investors are not
interested in purchasing limited partnership units for their investment
portfolios, so Madison is providing you with a liquidity option that is
generally not otherwise readily available.
Unlike other firms that purchase limited partnership units, Madison is typically
not interested in acquiring controlling interests in limited partnerships.
Furthermore, buying units in a broad portfolio of limited partnerships allows us
to diversify our investment portfolio, thus mitigating our risk of purchasing
such underperforming investments.
WHAT OTHER OPTIONS ARE AVAILABLE TO ME TO SELL MY UNITS?
NOT MANY! Unlike Madison, secondary market firms will only match buyers and
sellers, they do not provide a firm bid, so the only way you can sell your Units
through this market is if they can locate an interested buyer. FURTHERMORE,
MADISON CHARGES NO COMMISSIONS (SECONDARY MARKET FIRMS GENERALLY CHARGE UP TO
10%, SUBJECT TO A $150 - $200 MINIMUM COMMISSION PER TRADE) AND OUR OFFER PRICE
IS OFTEN HIGHER THAN RECENT SECONDARY MARKET PRICES!
HOW DO I SUBSCRIBE TO MADISON'S OFFER AND WHEN WILL I BE PAID?
The purchase process involves several steps. By carefully following the
instructions on the enclosed checklist, you are ensuring the fastest possible
turnaround time for the sale of your Units. Properly completed Agreements of
Assignment and Transfer are forwarded by Madison to the general partner on a
weekly basis following the completion of the offer. Most general partners will
take approximately four weeks thereafter to confirm the number of Units you own
and provide Madison with the effective transfer date. IRA investors should add
approximately two weeks because of the additional signatures required from your
custodian. Thereafter, you will be promptly paid by Madison.
WHAT HAPPENS IF I DON'T SELL MY UNITS?
Nothing. If you choose to retain your investment in the Partnership, you will be
a limited partner until all its assets and the Partnership have been liquidated.
Remember, however, that even if the Partnership had an original anticipated
holding period of five, seven or ten years, there is usually nothing requiring
liquidation within this time frame. In fact, most limited partnerships can
legally continue for up to twenty or thirty years, or longer, from inception.
IF YOU HAVE ANY ADDITIONAL QUESTIONS, PLEASE CALL:
MADISON LIQUIDITY INVESTORS 104, LLC
C/O GEMISYS TENDER SERVICES
(303) 705-6390
<PAGE>
INSTRUCTIONS TO COMPLETE AGREEMENT OF ASSIGNMENT AND TRANSFER
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
By checking-off below ALL of the items that pertain to your form of ownership,
you are guaranteeing the fastest turnaround time for payment for your Units.
Refer to the "Other Common Oversights" section below to make sure you are not
forgetting anything that may delay processing.
Upon our receipt of your Agreement of Assignment and Transfer, Madison will
evaluate it to determine if it is complete by the General Partner's standards.
If your Agreement is incomplete, you will receive a deficiency letter from us
that will let you know the additional information that we need to process your
sale. Please respond promptly to such request for additional information. YOUR
FAILURE TO PROVIDE THIS ADDITIONAL INFORMATION CAN ADD WEEKS TO THE PROCESSING
TIME.
1. BOX A
- INDIVIDUAL OWNER/JOINT OWNERS OF RECORD
[ ] Sign Agreement (BOTH owners must sign if joint account).
[ ] Provide a MEDALLION SIGNATURE GUARANTEE.
[ ] Enclose your original limited partnership certificate,
if available.
[ ] Return Agreement to Madison c/o Gemisys Tender Services in
pre-paid/pre-addressed envelope provided.
- IRA INVESTORS
[ ] Beneficial owner should sign Agreement.
Madison will work directly with your Custodian to get the
necessary custodial signature/medallion guarantee and we
will then forward your check directly to your IRA account.
- TRUST, PROFIT SHARING AND PENSION PLANS
[ ] Authorized signatory should sign Agreement.
[ ] Enclose first, last and other applicable pages of TRUST
OR PLAN AGREEMENT showing that signor(s) is authorized
signatory.
- CORPORATIONS
[ ] Authorized signatory should sign Agreement.
[ ] INCLUDE CORPORATE RESOLUTION showing that signor(s) is
authorized signatory.
- OTHER COMMON OVERSIGHTS
[ ] Death Certificates: If the owner of the Units has died,
please enclose a copy of the Death Certificate and
evidence of your signature authority.
[ ] Letters Testamentary: If you have inherited the Units,
include a copy of the original owner's DEATH CERTIFICATE
and a copy of the LETTERS TESTAMENTARY OR WILL showing
that you are the legal owner of the Units.
2. BOX B - MEDALLION SIGNATURE GUARANTEE.
Required to be signed by your bank or brokerage house only.
3. BOX C - SUBSTITUTE FORM W-9.
Please check the shaded box in Box C(i) if you do not have a Taxpayer
identification Number or Social Security Number ("TIN") but have already applied
for a TIN. Please check the shaded box in Box C(ii) if you are subject to the
31% federal tax backup withholding.
4. BOX D - FIRPTA AFFIDAVIT.
Please check the shaded box in Box D(i) if you are not a U.S. citizen or a
resident alien for purposes of U.S. income taxation, or are a foreign
corporation, foreign partnership, foreign estate or foreign trust. If the
Unitholder is a corporation, please indicate the state of incorporation in the
shaded area in Box D(iii).
5. BOX E - FOREIGN PERSONS.
Please check the shaded box in Box E if you are an "exempt foreign person"
for purposes of the backup withholding rules under the U.S. federal income tax
laws.
Please note: A Medallion Signature Guarantee is similar to a notary, but is
provided by your bank or brokerage house where you have an account.
IF YOU HAVE ANY ADDITIONAL QUESTIONS, PLEASE CALL:
MADISON LIQUIDITY INVESTORS 104, LLC
C/O GEMISYS TENDER SERVICES
(303) 705-6390
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
7103 South Revere Parkway, Englewood, CO 80112
Tel: 303-705-6390 Fax: 303-705-6276
<PAGE>
EXHIBIT (a)(4)
OFFER TO PURCHASE FOR CASH
LIMITED PARTNERSHIP INTERESTS
OF
ML MEDIA PARTNERS, L.P.
AT
$750.00 PER UNIT
by
MADISON LIQUIDITY INVESTORS 104, LLC
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, 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 the 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. This Offer is being made by the Purchaser
solely for investment purposes. In the event that more than 18,611 Units are
tendered and not validly withdrawn prior to the Expiration Date, the Purchaser
will accept for payment and pay for an aggregate of 18,611 validly tendered
Units on a pro rata basis in accordance with the terms and conditions of the
Offer. All validly tendered Units that are not properly withdrawn prior to the
Expiration Date, and not otherwise subject to proration, shall be paid to the
Unitholder by the Purchaser's Tender Agent in accordance with the terms and
conditions of the Offer. The Purchaser intends to file a Schedule 14D-1 with the
United States Securities and Exchange Commission in connection with the Offer.
The Purchaser's information contained in its anticipated filing on Schedule
14D-1 and the exhibits thereto will be incorporated herein by reference. THIS
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 AS
LONG AS SUCH TENDER DOES NOT OTHERWISE VIOLATE THE TERMS OF THE LIMITED
PARTNERSHIP AGREEMENT.
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 the 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. In conjunction with this publication, a request
of the General Partner will be made for the use of the list of Unitholders and
security position listings for the purpose of dissiminating this Offer to
Unitholders. Tender offer materials will be mailed to Unitholders of record and
will be furnished to brokers, banks and similar persons whose name appears or
whose nominee appears on the list of Unitholders or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of such securities.
Questions and requests for assistance or additional copies of the offering
material may be directed to MADISON LIQUIDITY INVESTORS 104, LLC C/O GEMISYS
TENDER SERVICES, 7103 SOUTH REVERE PARKWAY, ENGLEWOOD, COLORADO 80112, TELEPHONE
(303) 705-6390.
November 16, 1998
<PAGE>
ENVELOPE COPY FOLLOWS
[BAR CODE]
--------------
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
--------------
--------------------------------------------------- ==============
BUSINESS REPLY MAIL ==============
FIRST CLASS MAIL PERMIT NO. 273 ENGLEWOOD, CO ==============
--------------------------------------------------- ==============
POSTAGE WILL BE PAID BY ADDRESSEE ==============
==============
MADISON LIQUIDITY INVESTORS ==============
C/O GEMISYS TENDER SERVICES ==============
7103 S REVERE PKWY ==============
ENGLEWOOD, CO 80112-9523
[BAR CODE]
<PAGE>
o Did you remember to sign and notarize or signature medallion guarantee the
Agreement?
o Did you provide your social security number or tax id number and telephone
number?
o Did you make any necessary corrections to your name and address?
o Did all of the unitholders/shareholders or record sign the yellow
Agreement?
<PAGE>
If you are interested in selling other public and private Limited Partnership
Units, please call Investment Services of America, an affiliate of Madison
Liquidity Investors at 800 750-0064 or fill in the information below and return
this form in the envelope provided. Investment Services of America purchases
units in over 300 limited partnerships as well as other types of securities.
ISA offers fast, commission free service.
Please list the full name of any Limited Partnerships or other securities and
number of units or shares which you would like to sell. Visit our website:
Ipliquidity.com
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
Please indicate the most convenient method that ISA may use to contact you.
[ ] Home Telephone
(_____) ___-____
[ ] Office Telephone
(_____) ___-____
[ ] Fax
(_____) ___-____
[ ] E-Mail
________________
Indicate Address
[ ] Regular Mail
___________________
___________________
___________________
___________________
Best time to contact you:
Morning_____________
Afternoon___________
Evening_____________
Weekend_____________
