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are tendered and not validly withdrawn prior to the Expiration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validly tendered Units that are not properly withdrawn prior to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 Purchasers 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 Purchasers 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
agencys 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
