<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
AMENDMENT NO. 2
------------
ML MEDIA PARTNERS, L.P.
(NAME OF SUBJECT COMPANY)
SMITHTOWN BAY, LLC
A DELAWARE LIMITED LIABILITY COMPANY
GLOBAL CAPITAL MANAGEMENT, INC.,
A DELAWARE CORPORATION
(BIDDER)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
55307J102
(CUSIP Number of Class of Securities)
Thomas A. Schmidt
601 Carlson Parkway - Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$8,550,000 $1,710.00
</TABLE>
- -------------------------------------------------------------------------------
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 9,000 UNITS OF LIMITED PARTNERSHIP INTERESTS
("UNITS") AT $950 PER UNIT NET IN CASH. THE AMOUNT OF THE FILING FEE,
CALCULATED IN ACCORDANCE WITH REGULATION 0-11 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE VALUE OF UNITS
ASSUMED TO BE PURCHASED.
[ ] 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: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OF REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE
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PAGE 1 OF 6
<PAGE>
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CUSIP NO. 55307J102 Page 2 of 6 Pages
- ---------------------- ----------------------
<TABLE>
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- -------------------------------------------------------------------------------
<C> <S>
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Smithtown Bay, LLC
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
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6. Citizenship or Place of Organization
State of Delaware
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
9,361
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8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions)
/ /
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9. Percent of Class Represented by Amount in Row (7)
4.98
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10. Type of Reporting Persons (See Instructions)
OO
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</TABLE>
PAGE 2 OF 6
<PAGE>
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CUSIP NO. 55307J102 Page 3 of 6 Pages
- ---------------------- ----------------------
<TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<C> <S>
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Global Capital Management, Inc.
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
WC
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
State of Delaware
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned By Each Reporting Person
9361
- -------------------------------------------------------------------------------
8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions)
/ /
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
4.98
- -------------------------------------------------------------------------------
10. Type of Reporting Persons (See Instructions)
CO
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- -------------------------------------------------------------------------------
</TABLE>
PAGE 3 OF 6
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1 as
amended and supplemented by Amendment No. 1, filed by Smithtown Bay, LLC, a
Delaware Limited Liability Company (the "Purchaser") and Global Capital
Management, Inc., a Delaware Corporation, with the Securities and Exchange
Commission on November 27, 1998, as amended and supplemented by Amendment No. 1
on December 1, 1998, relating to the Tender Offer by the Purchaser to purchase
up to 9,000 units of limited partnership interests, ("Units") of ML Media
Partners, L.P., a Delaware limited partnership, upon the terms and subject to
the conditions set forth in the Purchaser's Offer to Purchase dated November 27,
1998, as amended and supplemented by Amendment No. 1 on December 1, 1998, and
the related Agreement of Transfer and Sale to include the information set forth
below. Terms not otherwise set forth below shall have the meanings ascribed to
them in the Schedule 14D-1 and the Offer to Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY
(b) The information set forth in the Cover Page, Introduction Section
and Section 1 of the Offer to Purchase, as amended and supplemented by
Supplement No. 2 thereto is incorporated herein by this reference.
ITEM 5. PURPOSE OF THE OFFER AND PLANS OR PROPOSALS OF THE BIDDER
The information set forth in the Cover Page, Introduction and Section 7
("Purpose and Effects of the Offer") of the Offer to Purchase as amended and
supplemented by Supplement No. 2 thereto is incorporated herein by this
reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth in Section 11 ("Certain Information Concerning
the Purchaser") and Schedule 2 of the Offer to Purchase, as amended and
supplement by Supplement No. 2 thereto, is incorporated herein by this
reference.
ITEM 10. ADDITIONAL INFORMATION
(f) The information set forth in the Offer to Purchase, Agreement of
Transfer and Sale, Supplement No. 1 and Supplement No. 2 to the Offer to
Purchase attached hereto as Exhibit (a)(7) is incorporated herein by this
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(7) Supplement No. 2, dated December 16, 1998, to Offer to Purchase
dated November 27, 1998.
(a)(8) Cover Letter, dated December 16, 1998, from Purchaser to Unit
Holders.
(a)(9) Publication of Notice of Extension.
(a)(10) Press Release.
PAGE 4 OF 6
<PAGE>
SIGNATURE
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: December 16, 1998 SMITHTOWN BAY, LLC
By: Global Capital Management, Inc.,
a Delaware corporation,
its Manager
By: /s/ Michael J. Frey
----------------------------------
Michael J. Frey, Vice President
GLOBAL CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ Michael J. Frey
---------------------------------------
Michael J. Frey, Vice President
PAGE 5 OF 6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
(a)(7) Supplement No. 2 dated December 16, to Offer to
Purchase dated November 27, 1998
(a)(8) Cover Letter, dated December 16, 1998, from
Purchaser to Unit Holders.
(a)(9) Publication of Notice of Extension.
(a)(10) Press Release.
</TABLE>
PAGE 6 OF 6
<PAGE>
Exhibit (a)(7)
SUPPLEMENT NO. 2
TO
OFFER OF PURCHASE FOR CASH
UP TO 9,000 UNITS
OF
M. L. MEDIA PARTNERS, L.P.
FOR $950 PER UNIT
BY
SMITHTOWN BAY, LLC
- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00,
EASTERN TIME ON DECEMBER 31, 1998, UNLESS THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
The purchaser hereby supplements its offer to purchase up to 9,000 Units of
M.L. Media Partners, L.P. upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated November 27, 1998, and Supplement No. 1 thereto
and in this Supplement No. 2 thereto. Capitalized terms used but not defined in
this Supplement No. 2 shall have the meaning ascribed to them in the Offer to
Purchase.
THE COVER PAGE AND INTRODUCTION SECTION OF THE OFFER TO PURCHASE ARE
AMENDED AND SUPPLEMENTED AS FOLLOWS:
INTRODUCTION
Smithtown Bay, LLC, a Delaware limited liability company (the "Purchaser"),
hereby offers to purchase up to 9,000 Units of partnership interests including
any rights attributable to claims, damages, recoveries, including recoveries
from any class action lawsuits, and causes of action accruing to the ownership
of such units of limited partnership interests ("Units") of ML Media Partners,
L.P., a Delaware limited partnership (the "Partnership" or the "Fund"), at a
purchase price of $950 per Unit, without interest, less the $50 transfer fee
(per transfer, not per Unit) charged by the Partnership and less the amount of
any cash distributions declared or paid, including any cash return of capital,
if any, (collectively hereinafter referred to as "Distributions") made or
declared with respect to the Units on or after November 1, 1998 (the "Purchase
Price"), upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the related Agreement of Transfer and Sale (which together
constitute the "Offer"). The 9,000 Units sought to be purchased pursuant to the
Offer represent, to the best knowledge of the Purchaser, approximately 4.8% of
the Units outstanding as of the date of the Offer.
We encourage you to consider the following factors:
- - Holders of Units ("Unit Holders") who tender their Units will be giving
up the opportunity to participate in any future potential benefits
represented by ownership of Units, including, for example, the right to
participate in any future distribution of cash or property, whether from
operations, the proceeds of a sale of the Partnership's assets or in
connection with any future liquidation of the Partnership. However,
there is no guarantee of future results of the Partnership and
investment in the Partnership.
-1-
<PAGE>
- - Although the Purchaser cannot predict the future value of the
Partnership's assets on a per Unit basis, the Purchase Price could
differ significantly from the net proceeds that would be recognized on a
per Unit basis from the sale of the Partnership's assets or that may be
realized upon a future liquidation of the Partnership.
- - The tax consequences of the Offer to a particular Unit Holder may be
different from those of other Unit Holders and we urge you to consult
your own tax advisors in connection with the Offer.
- - Unit Holders should note that the most recent reported trading activity
in the Units occurred in July 1998. The average selling price for Units
reported in the limited and sporadic secondary market during the
two-month period ended July 31, 1998 was $698.61 encompassing ten trades
and 614 Units (as reported by Partnership Spectrum, a third party
publication). Such secondary market selling prices, however, do not take
into account commissions charged by secondary market makers effectuating
such sales which the Purchaser believes, based on a typical ten Unit
sales transaction, range from 5% to 8% of the sales proceeds (which
would result in a reduction of the net proceeds to the seller of
approximately $350 to approximately $550).
- - The net asset value of the Units as estimated by the General Partner in
its Interim Report to Unite Holders for the period ended June 26, 1998
("Interim Report") 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 stated in the Interim Report that this estimate does
not give effect to any future costs that may be incurred by the
Partnership in connection with pending litigation and there can be no
assurance as to the amount of the ultimate sale proceeds that will be
generated from the sale of the Partnership's remaining media properties
or the net amount that will ultimately be distributed.
The General Partner also stated in the Interim Report that as previously
communicated, with respect to limited partnerships, Merrill Lynch client
account statements report estimated values provided to Merrill Lynch by
independent valuation services. The estimated values provided by the
independent valuation services on Merrill Lynch account statements and
those provided in the Interim Report by the General Partner may differ,
and
-2-
<PAGE>
are not market values, and you may not be able to sell your Units or
realize either amount upon the sale of such Units. In addition, you may
not realize such estimated values upon the liquidation of the
Partnership's remaining assets.
- - The Purchaser is making the Offer with a view towards making a profit.
Accordingly, there may be a conflict between the desire of the Purchaser
to acquire the Units at a low price and the desire of the Unit Holders
to sell the Units at a high price. No independent person has been
retained to evaluate or render any opinion with respect to the fairness
of the $950 Purchase Price and no representation is made as to such
fairness. Other measures of value may be relevant to a Unit Holder and
all Unit Holders are urged to carefully consider all of the information
contained in the Offer to Purchase and Agreement of Transfer and Sale
and to consult with their own advisors (tax, financial or otherwise) in
evaluating the terms of the Offer before deciding whether to tender
their Units.
Unit Holders may no longer wish to continue with their investment in the
Partnership and might consider accepting the Offer for one or more of the
following reasons:
- - An established trading market for the Units does not now exist, and it
is not anticipated that such a market will develop in the future. (See
the Partnership's Annual Report on Form 10-K for the fiscal year ended
December 26, 1997). Unit Holders who desire resale liquidity may wish
to consider the Offer. The Offer affords a significant number of Unit
Holders with an opportunity to dispose of their Units for cash, which
otherwise might not be available to them. The Purchase Price is not
intended to represent either the fair market value of a Unit or the
Partnership's assets on a per Unit basis. Although there are some
limited resale mechanisms available to the Unit Holders wishing to sell
their Units, there is no formal or organized trading market for the
Units.
- - The Offer may be attractive to certain Unit Holders who wish in the
future to avoid the continued additional expense, delay and complication
in filing income tax returns which result from the ownership of the
Units.
- - The Offer provides Unit Holders with the opportunity to liquidate their
Units and to reinvest the proceeds in other investments should they
desire to do so.
- - The Offer will provide Unit Holders with an immediate opportunity to
liquidate their investment in the Partnership without the usual
transaction costs associated with secondary market sales.
SECTION 1. OF THE OFFER TO PURCHASE IS HEREBY AMENDED AND SUPPLEMENTED AS
FOLLOWS:
The term "Expiration Date" shall mean 12:00 midnight, Eastern Time, on
December 31, 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 date on which the Offer, as so extended by the Purchaser
shall expire.
-3-
<PAGE>
SECTION 7. OF THE OFFER TO PURCHASE IS HEREBY AMENDED AND SUPPLEMENTED AS
FOLLOWS:
In determining the Purchase Price, Purchaser considered the recent trading
prices of the Units ($698 per Unit), the General Partner's net asset valuation
of the Units ($1,000 per Unit to which Purchaser applied a 5.2% discount rate),
and the recent tender offer of another offeror ($750 per Unit). Purchaser also
considered the proposed sale of the Partnership's assets, the amount of cash
evidenced on the Partnership's September 30, 1998 balance sheet, and other
assets and liabilities on the Partnership's September 30, 1998 balance sheet.
SECTION 11. OF THE OFFER TO PURCHASE IS HEREBY AMENDED AND SUPPLEMENTED AS
FOLLOWS:
The unaudited balance sheet of Purchaser for the eleven months ended
November 30, 1998, is attached hereto as Schedule 2.
-4-
<PAGE>
SCHEDULE 2
BALANCE SHEET OF PURCHASER
The financial information set forth below is taken from the books and
records of Smithtown Bay, LLC, is unaudited and in the opinion of Smithtown Bay,
LLC's management presents a fair statement of the information presented.
SMITHTOWN BAY, LLC
Balance Sheet
November 30, 1998
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Cash and Equivalents $9,134,671.93
Securities Owned $40,766,499.92
Accounts Receivable/Distributions Receivable 53,985.55
--------------
TOTAL ASSETS $49,955,157.40
--------------
--------------
LIABILITIES AND MEMBER'S CAPITAL
Liabilities
Accounts Payable 747,134.81
--------------
TOTAL LIABILITIES 747,134.81
Member's Capital: 49,208,022.59
--------------
TOTAL LIABILITIES AND MEMBER'S CAPITAL $49,955,157.40
--------------
--------------
</TABLE>
S-2-1
<PAGE>
Exhibit (a)(8)
Smithtown Bay, LLC
c/o MAVRICC Systems Management, Inc.
Post Office Box 7090
Troy, Michigan 48007-7090
December 16, 1998
Dear Unit Holder:
Enclosed with this letter please find Supplement No. 2 to our Offer to Purchase
dated November 27, 1998. We encourage you to read the enclosed Supplement
carefully in conjunction with the Offer to Purchase.
Please remember that Smithtown Bay's $950.00 per Unit purchase price is a
significant premium to any other tender offer you may have received.
Particularly, you may have received an offer from a group doing business as
Madison Liquidity Investors 104, LLC.
<TABLE>
<S> <C>
OUR OFFER $ 950.00
Madison's Offer $ 750.00
General Partner's Estimated
Net Asset Value $1,000.00
</TABLE>
OUR OFFER IS $200 PER/UNIT (25%) PREMIUM TO "MADISON'S" OFFER.
We encourage you to consider the following factors:
- - Holders of Units ("Unit Holders") who tender their Units will be giving
up the opportunity to participate in any future potential benefits
represented by ownership of Units, including, for example, the right to
participate in any future distribution of cash or property, whether from
operations, the proceeds of a sale of the Partnership's assets or in
connection with any future liquidation of the Partnership. However,
there is no guarantee of future results of the Partnership and
investment in the Partnership.
- - Although the Purchaser cannot predict the future value of the
Partnership's assets on a per Unit basis, the Purchase Price could
differ significantly from the net proceeds that would be recognized on a
per Unit basis from the sale of the Partnership's assets or that may be
realized upon a future liquidation of the Partnership.
- - The tax consequences of the Offer to a particular Unit Holder may be
different from those of other Unit Holders and we urge you to consult
your own tax advisors in connection with the Offer.
- - Unit Holders should note that the most recent reported trading activity
in the Units
-1-
<PAGE>
occurred in July 1998. The average selling price for Units reported in
the limited and sporadic secondary market during the two-month period
ended July 31, 1998 was $698.61 encompassing ten trades and 614 Units
(as reported by Partnership Spectrum, a third party publication). Such
secondary market selling prices, however, do not take into account
commissions charged by secondary market makers effectuating such sales
which the Purchaser believes, based on a typical ten Unit sales
transaction, range from 5% to 8% of the sales proceeds (which would
result in a reduction of the net proceeds to the seller of approximately
$350 to approximately $550).
- - The net asset value of the Units as estimated by the General Partner in
its Interim Report to Unite Holders for the period ended June 26, 1998
("Interim Report") 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 stated in the Interim Report that this estimate does
not give effect to any future costs that may be incurred by the
Partnership in connection with pending litigation and there can be no
assurance as to the amount of the ultimate sale proceeds that will be
generated from the sale of the Partnership's remaining media properties
or the net amount that will ultimately be distributed.
The General Partner also stated in the Interim Report that as previously
communicated, with respect to limited partnerships, Merrill Lynch client
account statements report estimated values provided to Merrill Lynch by
independent valuation services. The estimated values provided by the
independent valuation services on Merrill Lynch account statements and
those provided in the Interim Report by the General Partner may differ,
and are not market values, and you may not be able to sell your Units or
realize either amount upon the sale of such Units. In addition, you may
not realize such estimated values upon the liquidation of the
Partnership's remaining assets.
- - The Purchaser is making the Offer with a view towards making a profit.
Accordingly, there may be a conflict between the desire of the Purchaser
to acquire the Units at a low price and the desire of the Unit Holders
to sell the Units at a high price. No independent person has been
retained to evaluate or render any opinion with respect to the fairness
of the $950 Purchase Price and no representation is made as to such
fairness. Other measures of value may be relevant to a Unit Holder and
all Unit Holders are urged to carefully consider all of the information
contained in the Offer to Purchase and Agreement of Transfer and Sale
and to consult with their own advisors (tax, financial or otherwise) in
evaluating the terms of the Offer before deciding whether to tender
their Units.
Unit Holders may no longer wish to continue with their investment in the
Partnership and might consider accepting the Offer for one or more of the
following reasons:
- - An established trading market for the Units does not now exist, and it
is not anticipated
-2-
<PAGE>
that such a market will develop in the future. (See the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 26, 1997).
Unit Holders who desire resale liquidity may wish to consider the
Offer. The Offer affords a significant number of Unit Holders with an
opportunity to dispose of their Units for cash, which otherwise might
not be available to them. The Purchase Price is not intended to
represent either the fair market value of a Unit or the Partnership's
assets on a per Unit basis. Although there are some limited resale
mechanisms available to the Unit Holders wishing to sell their Units,
there is no formal or organized trading market for the Units.
- - The Offer may be attractive to certain Unit Holders who wish in the
future to avoid the continued additional expense, delay and complication
in filing income tax returns which result from the ownership of the
Units.
- - The Offer provides Unit Holders with the opportunity to liquidate their
Units and to reinvest the proceeds in other investments should they
desire to do so.
- - The Offer will provide Unit Holders with an immediate opportunity to
liquidate their investment in the Partnership without the usual
transaction costs associated with secondary market sales.
If you wish to sell some or all of your Units now:
x Please read carefully the Offer to Purchase sent to you previously,
the enclosed Supplement No. 2, the enclosed Agreement of Transfer and
Sale, and the enclosed Notice of Withdrawal;
x Complete the Agreement of Transfer and Sale in accordance with the
instructions provided;
x Sign where indicated, have your signature Medallion Guaranteed and;
x Return the Agreement of Transfer and Sale to the Purchaser, in the
pre-addressed return envelope.
This Offer will expire at 12:00 midnight, Eastern Time, on December 31, 1998,
unless extended. If you have any questions or need assistance in completing the
Agreement of Transfer and Sale, or need replacement paperwork, please call the
Depositary at 1-800-500-3243.
Very truly yours,
Smithtown Bay, LLC
-3-
<PAGE>
Exhibit (a)(9)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN
OFFER TO SELL THE SECURITIES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE
AND THE RELATED AGREEMENT OF TRANSFER AND SALE AND IS NOT BEING MADE (NOR WILL
TENDERS BE ACCEPTED FROM) HOLDERS OF UNITS IN ANY JURISDICTION WHICH THE OFFER
OR THE ACCEPTANCE THEREOF WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF
SUCH JURISDICTION; IN THOSE JURISDICTIONS WHERE SECURITIES LAWS REQUIRE THE
OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE
MADE ON BEHALF OF THE PURCHASER ONLY BY ONE OR MORE REGISTERED BROKERS OR
DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF EXTENSION OF OFFER TO PURCHASE FOR CASH
UP TO 9,000 UNITS OF LIMITED PARTNERSHIP INTERESTS ("UNITS")
OF ML MEDIA PARTNERS, L.P.(THE "PARTNERSHIP")
BY SMITHTOWN BAY, LLC, A DELAWARE LIMITED LIABILITY COMPANY
(THE "PURCHASER")
The offer to purchase for cash up to 9,000 Units held by the unit holders of the
Partnership (the "Unit Holders") at $950.00 per Unit has been extended and is
now scheduled to expire at 12:00 midnight, Eastern Time on December 31, 1998,
and unless and until the Purchaser, in its sole discretion, shall have extended
the period of time for which the Offer is open. As of the close of business on
December 14, 1998, 1,218 Units have been tendered to Purchaser and not
withdrawn.
For copies of Supplement No. 2 to the Offer to Purchase, please contact Mavricc
Management Systems, Inc. at P.O. Box 7090, Troy, Michigan 48007-7090 or by
telephone 1-800-500-3243.
December 16,1998
<PAGE>
Exhibit (a)(10)
FOR IMMEDIATE RELEASE
- ---------------------
Contact Erik Dieterle -- (612) 476-7245
SMITHTOWN BAY, LLC AMENDS AND EXTENDS OFFER
Minnetonka, Minnesota (December 16, 1998). Smithtown Bay, LLC has
announced that its offer to purchase Units of Limited Partnership Interests
("Units") of ML Media Partners, L.P. (the "Partnership") for $950 per Unit has
been amended and extended and is now scheduled to expire at 12 o'clock midnight,
Eastern time on December 31, 1998. As of the close of business on December 14,
1998, 1,218 Units have been tendered to Smithtown Bay, LLC and not withdrawn.
For copies of Supplement No. 2 to the Offer to Purchase please contact
Mavricc Management Systems, Inc., at P.O. Box 7090, Troy, Michigan 48007-7090 or
by telephone: 1-800-500-3243.
