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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
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ML Media Partners, L.P.
(Name of Subject Company)
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ML Media Partners, L.P.
(Name of Person(s) Filing Statement)
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Units of Limited Partnership Interest
(Title of Class of Securities)
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NONE
(CUSIP Number of Class of Securities)
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James V. Caruso
Executive Vice President
ML Media Management Inc.
World Financial Center
South Tower - 23rd Floor
New York, NY 10080-6123
(212) 236-4368
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
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Copies to:
Susan D. Lewis, Esq.
Brown & Wood LLP
One World Trade Center
New York, NY 10048-0557
(212) 839-5317
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<PAGE>
This Amendment No.1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with
the Securities and Exchange Commission by ML Media Partners, L.P., a Delaware
limited partnership (the "Partnership"), on November 30, 1998 (the "Schedule
14D-9"). The Schedule 14D-9, as amended by this Amendment No. 1, relates to the
unsolicited tender offer made by Madison Liquidity Investors 104, LLC, a
Delaware limited liability company (the "Purchaser"), disclosed in a Tender
Offer Statement on Schedule 14D-1 dated November 23, 1998 (the "Schedule
14D-1"), to purchase for cash up to 18,611 units of limited partnership
interests in the Partnership ("Units"), representing approximately 9.9% of the
Units outstanding as of September 25, 1998, at a purchase price of $750 per Unit
(reduced by the $50 transfer fee (per transfer, not per Unit) and further
reduced by the amount of any distributions with respect to Units paid on or
after November 23, 1998, and prior to the expiration of the tender offer) and
upon the terms and conditions set forth in the Offer to Purchase dated November
23, 1998 (the "Offer to Purchase") and the related Agreement of Assignment and
Transfer (the "Agreement of Assignment" and, together with the Offer to
Purchase, the "Offer"). The purpose of this Amendment No.1 is to amend Items 4
and 9 of the Partnership's Schedule 14D-9 as set forth below. Capitalized terms
used but not defined herein have the meanings ascribed to them in the Schedule
14D-9.
The following Items of the Schedule 14D-9 are hereby supplemented
and/or amended as follows:
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Sub-item (b), paragraph (ii), is hereby amended to change the reference
to "November 1998" as it appears in the first sentence of such paragraph to
"September 25, 1998."
Sub-item (b) is hereby supplemented by the inclusion of the following
additional paragraph thereto:
(x) Expected First Quarter 1999 Cash Distribution. The General
Partner currently estimates that the sale of the Anaheim radio
stations will take place in late December 1998 or early
January 1999 and that the sale of the Cleveland radio station
will take place early in the first quarter of 1999. If these
sales are consummated in this time frame in accordance with
the terms of the respective sales agreements, the Partnership
expects to make a cash distribution to Limited Partners of
approximately $300 per Unit by the end of the first quarter of
1999. However, there can be no assurance that any of the sales
will be consummated as contemplated, or if consummated, that
the terms and timing of such sales will be as anticipated. As
provided in the Offer, any such distribution will be deducted
by the Purchaser from the cash amount it will pay to tendering
Limited Partners.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit thereto:
(a)(2) Letter from the Partnership to Limited Partners dated December
10, 1998.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment No. 1
is true, complete and correct.
ML MEDIA PARTNERS, L.P.
By Media Management Partners,
its General Partner
By RP Media Management, general partner
By: /s/ Elizabeth McNey Yates
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Name: Elizabeth McNey Yates
Title: Executive Vice President
By ML Media Management Inc.,
general partner
By: /s/ James V. Caruso
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Name: James V. Caruso
Title: Executive Vice President
Dated: December 10, 1998
ML MEDIA PARTNERS, L.P.
World Financial Center
South Tower, 23rd Floor
New York, NY 10080-6123
December 10, 1998
Re: Madison Liquidity Investors 104, LLC - Tender Offer
Amendment to the Partnership's Position and Recommendation
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Dear Limited Partner of ML Media Partners, L.P.:
In connection with the unsolicited tender offer dated November 23, 1998
(the "Madison Offer"), made by Madison Liquidity Investors 104, LLC ("Madison"),
to purchase up to 9.9% of the units of limited partnership interest (the
"Units") of the Partnership for a purchase price of $750 per Unit (less transfer
fees and less subsequent cash distributions), ML Media Partners, L.P., a
Delaware limited partnership (the "Partnership") has previously distributed to
you its Recommendation Statement on Schedule 14D-9 dated November 30, 1998 (the
"Recommendation Statement"). As stated in the Recommendation Statement, the
Partnership has concluded that the Madison Offer is inadequate and not in the
best interests of the Limited Partners. ACCORDINGLY, THE PARTNERSHIP RECOMMENDED
AND CONTINUES TO RECOMMEND THAT LIMITED PARTNERS REJECT THE MADISoN OFFER AND
NOT TENDER ANY OF THEIR UNITS. Neither the Partnership's general partner, Media
Management Partners (the "General Partner"), nor any of its officers, directors
or affiliates intends to tender any of their Units in the Madison Offer.
This letter and the accompanying Amendment No. 1 to the Recommendation
Statement serve to provide Limited Partners with additional information which
may be useful in considering whether or not to tender such Limited Partner's
Units pursuant to the Madison Offer. Please read this material together with the
Recommendation Statement previously provided to you. In a separate letter the
Partnership is communicating to you its position with respect to the pending
unsolicited tender offer by Smithtown Bay, LLC and Global Capital Management,
Inc. dated November 27, 1998, as amended (the "Smithtown Offer"), to purchase up
to 4.8% of the Units at a purchase price of $950 per Unit (less transfer fees
and less subsequent cash distributions).
Certain statements in the following discussion constitute "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. The Partnership notes that a variety of factors, many of
which are beyond its control, affect media property values and the Partnership's
value, business prospects, and results and could cause actual results and
experience to differ materially from the expectations and estimates expressed
herein. These factors include, but are not limited to, the effect of changing
economic and market conditions, generally, and particularly with respect to
media businesses, generally, or in specific local markets where the
Partnership's media properties are located, or on specific trends in business
and finance and in investor sentiment, the level of volatility of interest
rates, the actions undertaken by both current and potential or new competitors,
the impact of and inherent uncertainties in current, pending and future
legislation, regulation, and litigation, and the other risks and uncertainties
described herein and in the Recommendation Statement and the Amendment No. 1
that accompanies this letter. The Partnership undertakes no responsibility to
update publicly or revise any forward-looking statements.
In arriving at its recommendation, the Partnership reviewed the Madison
Offer and considered many factors, including the business, financial condition
and prospects of the Partnership and the potential value of its remaining
assets. The Partnership believes that all Limited Partners should carefully
consider these and all other relevant facts and circumstances, including their
own personal tax situation, liquidity needs and other financial considerations,
and should review all available information before making a decision whether or
not to tender their Units. Depending on, among other things, (a) each Limited
Partner's own consideration of such factors, (b) such Limited Partner's own
assessment of the Madison Offer and the relevant facts, as well as the Smithtown
Offer, (c) such Limited Partner's willingness to accept the risks relating to
the amount of proceeds that the Partnership will actually realize from any sales
of the Partnership's remaining media properties (the "Media Properties") and (d)
the timing of any distributions of such proceeds, certain Limited Partners may
determine that it is appropriate to tender their Units in the Madison Offer. In
addition to those factors described in the previously distributed Recommendation
Statement, the Partnership has also considered the following, which is more
fully discussed in the accompanying Amendment No. 1 to the Recommendation
Statement:
o EXPECTED FIRST QUARTER 1999 CASH DISTRIBUTION. The General Partner
currently estimates that the sale of the Anaheim radio stations will be
consummated in late December 1998 or early January 1999, and that the
sale of the Cleveland radio station will take place early in the first
quarter of 1999. If these sales are consummated in this time frame in
accordance with the terms of the respective sales agreements, the
Partnership expects to make a cash distribution to Limited Partners of
approximately $300 per Unit by the end of the first quarter of 1999.
However, there can be no assurance that the sales will be consummated
as contemplated, or if consummated, that the terms and timing of such
sales will be as anticipated. The Madison Offer provides that any such
distribution will be deducted by Madison from the cash amount it will
pay to tendering Limited Partners.
In making its recommendation, the Partnership has not taken into
account the tax consequences of, or the tax consequences to, individual Limited
Partners as a result of accepting or rejecting the Madison Offer; those tax
consequences could vary significantly for each Limited Partner based on such
Limited Partner's unique tax situation or other circumstances. In addition, the
Partnership has not engaged any financial advisor to evaluate the terms of the
Madison Offer or to determine whether the Madison Offer is fair to Limited
Partners.
Each Limited Partner must make his, her, or its own decision whether to
accept or reject the Madison Offer. Limited Partners are urged to carefully
review all the information contained in or incorporated by reference in the
Madison Offer and the competing Smithtown Offer, as well as the Partnership's
publicly available annual, quarterly and other reports, and the Partnership's
communications with Limited Partners. The Partnership urges Limited Partners to
carefully consider all such information, as well as the information contained in
the Partnership's Recommendation Statement on Schedule 14D-9 and Amendment No. 1
thereto that accompanies this letter and to consider their own personal
situation and consult with their own tax, financial or other advisors in
evaluating the terms of the Madison Offer before deciding to tender Units.
Limited Partners should carefully and completely review the terms of
all information available, including the terms of any competing offers prior to
deciding to tender Units.
TO THE EXTENT THAT YOU HAVE PREVIOUSLY TENDERED UNITS PURSUANT TO THE
MADISON OFFER YOU SHOULD CONSIDER THAT YOU HAVE A RIGHT TO WITHDRAW YOUR TENDER
BY FOLLOWING THE PROCEDURES SET FORTH UNDER "SECTION 5. WITHDRAWAL RIGHTS" IN
MADISON'S OFFER TO PURCHASE DATED NOVEMBER 23, 1998. Madison's Offer to Purchase
provides that Units tendered pursuant to the Madison Offer may be withdrawn at
any time prior to the Madison Offer's expiration date (December 22, 1998, unless
extended). For withdrawal to be effective, a written notice of withdrawal must
be timely received by Madison's transfer agent, Gemisys Tender Services, at 7103
South Revere Parkway, Englewood, Colorado 80112 before the Madison Offer
expires. 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 in the same manner as the
Agreement of Assignment and Transfer was signed and it must also contain a
medallion signature guarantee.
The Recommendation Statement on Schedule 14D-9 and the Amendment No. 1
thereto that accompanies this letter expand upon the reasons for the position
taken by the Partnership concerning the Madison Offer, and contains additional
information about the potential risks to Limited Partners from their continuing
to hold their Units through the planned liquidation of the Partnership. We urge
you to read the Recommendation Statement, as amended, carefully.
Please do not hesitate to call our Investor Services Information Center
at (800) 288-3694 for assistance in any Partnership matter. Our Investor
Services Information Center operates Monday through Friday, from 10:00 a.m. to
1:00 p.m. and from 2:00 p.m. to 5:00 p.m. Eastern time.
ML MEDIA PARTNERS, L.P.
