UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
SEPTEMBER 14, 1998 0-14871
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(DATE OF EARLIEST REPORT) (COMMISSION FILE NUMBER)
ML MEDIA PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-3221085
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
WORLD FINANCIAL CENTER, SOUTH TOWER, NEW YORK, NEW YORK 10080-6108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 236-6577
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED LAST REPORT.)
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ITEM 5. OTHER EVENTS
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On September 14, 1998, Registrant entered into an Asset Purchase
Agreement (the "Agreement") with Citicasters Co., a subsidiary of Jacor
Communications, Inc. ("Citicasters"), pursuant to which Registrant agreed to
sell substantially all of the assets used in the operations of radio stations
KEZY-FM and KORG (AM), Anaheim, California (other than cash and accounts
receivable) to Citicasters for $30,100,000, subject to a proration of items of
income and expense as of the closing. The closing is subject to various
conditions, including FCC approval and the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the terms
of the Agreement, at closing an escrow account will be established from which
Citicasters may make indemnification claims for a period of one year after the
closing.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ML MEDIA PARTNERS, L.P.
By: Media Management Partners,
General Partner
By: RP Media Management,
General Partner
By: IMP Media Management,
Inc.
Dated: September 17, 1998 By: /s/ Elizabeth McNey Yates
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Elizabeth McNey Yates
Vice President
