<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
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)
--------------------------
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$4,400,000 $1,430.00
- -------------------------------------------------------------------------------
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES
THE PURCHASE OF 4,000 UNITS OF LIMITED PARTNERSHIP INTERESTS ("UNITS") AT
$1,100 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.
** THE FILING FEE WAS PAID ON THE BASIS OF 6,500 UNITS AT $1,100 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: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OF REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Page 1 of 7
<PAGE>
CUSIP NO. 55307J102 Page 2 of 8 Pages
- -------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Smithtown Bay, LLC
- -------------------------------------------------------------------------------
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
11,943
- -------------------------------------------------------------------------------
8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions) / /
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Approximately 6.4
- -------------------------------------------------------------------------------
10. Type of Reporting Persons (See Instructions)
OO
- -------------------------------------------------------------------------------
Page 2 of 7
<PAGE>
CUSIP NO. 55307J102 Page 3 of 8 Pages
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
11,943
- -------------------------------------------------------------------------------
8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions) / /
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Approximately 6.4
- -------------------------------------------------------------------------------
10. Type of Reporting Persons (See Instructions)
CO
- -------------------------------------------------------------------------------
Page 3 of 7
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY
(b) The information set forth in Supplement No. 2 of the Offer to Purchase
is incorporated herein by reference.
This Amendment No. 2 to Schedule 14D-1 amends the tender offer by
Smithtown Bay, LLC, a Delaware limited liability company ("Purchaser"), as
amended by Amendment No. 1 thereto, to purchase 4,000 Units of Limited
Partnership Interests ("Units") of ML Media Partners, L.P., a Delaware limited
partnership (the "Partnership"), at $1,100 per Unit, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated January 27, 1999 as supplemented by Supplement No. 1 dated
February 25, 1999 thereto and Supplement No. 2 dated March 17, 1999 thereto
("Supplement No. 2"), and the related Agreement of Transfer and Sale (which
together constitute the "Offer"), which are attached to and filed with this
Schedule 14D-1 as Exhibits (a)(1), (a)(2), (a)(5) and (a)(9), respectively,
and incorporated herein by reference.
(c) The information set forth in the "Introduction" and Section 7
("Purpose and Effect of the Offer") of the Offer to Purchase as supplemented
by Supplement No. 2 is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d) and (g) The information set forth in Section 12 ("Source and
Amount of Funds") of the Offer to Purchase and Supplement No. 2 thereto is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in Section 12 ("Source and Amount of Funds")
of the Offer to Purchase as supplemented by Supplement No. 2 is incorporated
herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
(a)-(g) The information set forth in the "Introduction," and Section 7
("Purpose and Effects of the Offer") of the Offer to Purchase and Supplement No.
2 is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a)-(b) The information set forth in the "Introduction" of the Offer to
Purchase and Supplement No. 2 is incorporated herein by reference.
Page 4 of 7
<PAGE>
ITEM 10. ADDITIONAL INFORMATION
(b)-(c) The information set forth in the "Introduction" and Section 7 of
the Offer to Purchase and Supplement No. 2 thereto is incorporated herein by
reference.
(f) Reference hereby is made to the Offer to Purchase, Supplement No. 1
and Supplement No. 2 thereto and the related Agreement of Transfer and Sale,
copies of which are attached hereto as Exhibits (a)(1) and (a)(2), (a)(5) and
(a)(9), respectively, which are incorporated in their entirety herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) - Supplement No. 2 to the Offer to Purchase, dated March 17,
1999.
(a)(10) - Cover Letter, dated March 17, 1999, from Purchaser to Unit
Holders.
(a)(11) - Summary Publication.
(a)(12) - Press Release
Page 5 of 7
<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: March 17, 1999 SMITHTOWN BAY, LLC
By: Global Capital Management, Inc.,
a Delaware corporation,
its Manager
By: /s/ Michael J. Frey
-------------------------------
Michael J. Frey,
Chief Executive Officer
GLOBAL CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ Michael J. Frey
------------------------------------
Michael J. Frey,
Chief Executive Officer
Page 6 of 7
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ----------- -------------------------------------- -----------
(a)(9) - Supplement No. 2 to Offer to Purchase,
dated March 17, 1999.
(a)(10) - Cover Letter, dated March 17, 1999
from Purchaser to Unit Holders
(a)(11) - Summary Publication.
(a)(12) - Press Release.
Page 7 of 7
<PAGE>
SUPPLEMENT NO. 2
OFFER TO PURCHASE FOR CASH
UNITS OF LIMITED PARTNERSHIP INTERESTS
OF
ML MEDIA PARTNERS, L.P.
AT
$1,100 PER UNIT
BY
SMITHTOWN BAY, LLC
THE COVER PAGE OF THE OFFER TO PURCHASE IS AMENDED TO READ AS FOLLOWS:
- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON MARCH 31, 1999, UNLESS THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
Smithtown Bay, LLC, a Delaware limited liability company (the "Purchaser"),
hereby offers to purchase up to 4,000 units of limited 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"), at a
purchase price of $1,100 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 return of capital made in
cash with respect to the Units after January 1, 1999 (SEE THE FIRST FACTOR ON
PAGE ONE OF THE INTRODUCTION SECTION) (the "Purchase Price"), 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 Transfer and Sale, as each may be
supplemented or amended from time to time (which together constitute the
"Offer"). The 4,000 Units sought to be purchased pursuant to the Offer
represent, to the best knowledge of the Purchaser, approximately 2.13% of the
Units outstanding as of the date of the Offer.
THE OFFER TO PURCHASE IS NOT CONDITIONED UPON THE VALID TENDER OF ANY
MINIMUM NUMBER OF UNITS. IF MORE THAN 4,000 UNITS ARE VALIDLY TENDERED AND NOT
WITHDRAWN, THE PURCHASER WILL ACCEPT FOR PURCHASE UP TO 4,000 OF THE TENDERED
UNITS, ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS HEREIN, SEE
"TENDER OFFER--SECTION 13. CERTAIN CONDITIONS OF THE OFFER."
A HOLDER OF UNITS ("UNIT HOLDER") MAY TENDER ANY OR ALL UNITS OWNED BY SUCH
UNIT HOLDER.
FOR MORE INFORMATION OR FOR FURTHER ASSISTANCE PLEASE CALL:
MAVRICC Management Systems, Inc.
1-800-500-3243
March 17, 1999
<PAGE>
IMPORTANT
Any Unit Holder desiring to tender any or all of his/her Units should
complete and sign the Agreement of Transfer and Sale in accordance with the
instructions in the Agreement of Transfer and Sale and mail or deliver a fully
executed original of the Agreement of Transfer and Sale along with any other
required documents to the Purchaser at the address set forth on the back cover
of this Offer to Purchase, or request his/her broker, dealer, commercial bank,
credit union, trust company or other nominee to effect the transaction on their
behalf.
QUESTIONS OR REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THIS OFFER TO
PURCHASE OR THE AGREEMENT OF TRANSFER AND SALE MAY BE DIRECTED TO MAVRICC
MANAGEMENT SYSTEMS, INC. (THE "DEPOSITARY") BY CALLING THE TOLL-FREE INFORMATION
LINE: 1-800-500-3243.
-------------------------------------------------------------------
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 TRANSFER AND SALE. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
[INTENTIONALLY LEFT BLANK]
(2)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
OFFER TO PURCHASE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1. TERMS OF THE OFFER. . . . . . . . . . . . . . . . . . . . . 2
SECTION 2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS . . 2
SECTION 3. PROCEDURES FOR TENDERING UNITS. . . . . . . . . . . . . . . 2
VALID TENDER. . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 7. PURPOSE AND EFFECTS OF THE OFFER. . . . . . . . . . . . . . 2
PURPOSE OF THE OFFER. . . . . . . . . . . . . . . . . . . . . 2
CERTAIN RESTRICTIONS ON TRANSFER OF UNITS . . . . . . . . . . 2
SECTION 12. SOURCE OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
(i)
<PAGE>
THE INTRODUCTION SECTION OF THE OFFER TO PURCHASE IS AMENDED AND SUPPLEMENTED
AS FOLLOWS:
To the Holders of Units of Limited Partnership Interests
of ML Media Partners, L.P.
INTRODUCTION
Smithtown Bay, LLC, a Delaware limited liability company (the "Purchaser"),
hereby offers to purchase up to 4,000 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 $1,100 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 after January 1, 1999 (SEE THE FIRST FACTOR
SET FORTH BELOW) (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 4,000 Units
sought to be purchased pursuant to the Offer represent, to the best knowledge of
the Purchaser, approximately 2.13% of the Units outstanding as of the date of
the Offer. As of the close of business on March 15, 1999, 3,092 Units (1.64%)
have been tendered to Purchaser and not withdrawn.
We encourage you to consider the following factors:
- - The Partnership disclosed in a Form 14D-9/A filed with the Commission on
March 4, 1999 that a Distribution of $337 per Unit will be made to Unit
Holders prior to the end of the first calendar quarter of 1999. THE $337
AMOUNT DISTRIBUTED TO TENDERING UNIT HOLDERS WILL BE DEDUCTED FROM THE
PURCHASE PRICE SO THAT THE PURCHASER WILL PAY $763 PER UNIT TO SELLING UNIT
HOLDERS. UNIT HOLDERS WILL THEREFORE RECEIVE A TOTAL OF $1,100 PER UNIT.
- - 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 $1,100
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.
The Offer is not conditioned upon the valid tender of any minimum number of
the Units. If more than 4,000 Units, are validly tendered and not withdrawn, the
Purchaser will accept up to 4,000 of the tendered Units for purchase on a pro
rata basis, subject to the terms and conditions herein. See "Tender
Offer--Section 13. Certain Conditions of the Offer." The Purchaser expressly
reserves the right to terminate the Offer at anytime and to waive any or all of
the conditions of the Offer, although the Purchaser does not presently intend to
waive any such conditions.
1
<PAGE>
OFFER TO PURCHASE
SECTION 1 OF THE OFFER TO PURCHASE IS AMENDED AND SUPPLEMENTED AS FOLLOWS:
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 up to
4,000 Units that are validly tendered on or prior to the Expiration Date and not
withdrawn in accordance with Section 4 of this Offer to Purchase. The term
"Expiration Date" shall mean 12:00 midnight, Eastern Time, on March 31, 1999,
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.
SECTION 2 OF THE OFFER TO PURCHASE IS AMENDED AND SUPPLEMENTED AS FOLLOWS:
SECTION 2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. If not
more than 4,000 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 4,000 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 4,000 Units so tendered, on
a pro rata basis with appropriate adjustments to avoid tenders of fractional
Units and purchases that would violate transfer restrictions contained in the
Partnership's Second Amended and Restated Agreement of Limited Partnership
("Partnership Agreement").
SECTION 3 OF THE OFFER TO PURCHASE IS AMENDED AND SUPPLEMENTED AS FOLLOWS:
SECTION 3. PROCEDURES FOR TENDERING UNITS.
VALID TENDER. For Units to be validly tendered pursuant to the Offer, a
properly completed and duly executed Agreement of Transfer and Sale must be
received by the Purchaser at its address set forth on the back cover of this
Offer to Purchase on or prior to the Expiration Date. A Unit Holder may tender
any or all Units owned by such Unit Holder.
In order for a tendering Unit Holder to participate in the Offer, Units
must be validly tendered and not withdrawn prior to the Expiration Date, which
is 12:00 midnight, Eastern Time, on March 31, 1999.
SECTION 7 OF THE OFFER TO PURCHASE IS AMENDED AND SUPPLEMENTED AS FOLLOWS:
SECTION 7. PURPOSE AND EFFECTS OF THE OFFER.
PURPOSE OF THE OFFER. The Purchaser is making the Offer for investment
purposes only (See Section 8 -- "Future Plans") with a view towards making a
profit. The Purchaser's intent is to acquire the Units at a discount to the
value that the Purchaser might ultimately realize from owning the Units. No
independent person has been retained to evaluate or render any opinion with
respect to the fairness of the $1,100 Purchase Price and no representation is
made as to such fairness.
CERTAIN RESTRICTIONS ON TRANSFER OF UNITS. The Partnership Agreement
restricts transfers of Units if a transfer, when considered with all other
transfers during the same applicable twelve month period, would cause a
termination of the Partnership for federal or applicable state income tax
purposes (which
2
<PAGE>
termination may occur when 40% or more of the Units are transferred in a
twelve month period) or to prevent the Partnership from being taxed as a
partnership for federal income tax purposes, if state Blue Sky laws would be
violated, if prior required government regulatory consent was not obtained, if
transfers were to be made to foreign citizens or if such transfers would
result in ownership of Units which would violate Federal Communications
Commissions Rules and Regulations. In determining the number of Units for
which the Offer is made (representing approximately 2.13% of the outstanding
Units), the Purchaser took these restrictions into account and has conditioned
the Offer on not violating such restriction. See "Tender Offer--Section 13.
Certain Conditions of the Offer." The foregoing are hereafter referred to as
the "Transfer Restrictions."
SECTION 12. SOURCE OF FUNDS. The Purchaser expects that approximately
$4,400,000 (exclusive of fees and expenses) will be required to purchase 4,000
Units (approximately 2.13% of the 187,994 Units outstanding), if tendered. The
Purchaser will obtain all of those funds from its working capital (i.e., cash on
hand). The Purchaser is not a public company and has a net worth in excess of
$45,000,000. The Offer is not contingent on obtaining financing.
Smithtown Bay, LLC
March 17, 1999
3
<PAGE>
Any questions or requests for assistance or for delivery of additional
copies of this Offer to Purchase or the Agreement of Transfer and Sale may be
directed to the Depositary at the telephone number and address set forth below.
MAVRICC Management Systems, Inc.
Post Office Box 7090
Troy, Michigan 48007-7090
Tele: 1-800-500-3243
<PAGE>
SMITHTOWN BAY, LLC
C/O MAVRICC MANAGEMENT SYSTEMS, INC.
POST OFFICE BOX 7090
TROY, MICHIGAN 48007-7090
(800) 500-3243
MARCH 17, 1999
To Holders of Units of Limited Partnership Interests
of ML Media Partners, L.P.
Dear Unit Holder:
Smithtown Bay, LLC is further amending its January 27, 1999 Offer to
purchase your limited partnership interests ("Units") of ML MEDIA PARTNERS,
L.P. As discussed in the Partnership's March 4, 1999 letter sent to you,
transfers of Units in any single tax year are restricted to 4.8% of the
outstanding units. In order to comply with this restriction, Smithtown Bay is
decreasing the number of Units it will accept to 4,000 Units. Please act now
if you wish to take advantage of this Offer.
OUR OFFER $1,100.00*
Estimated Partnership NAV $1,150.00
* To be reduced by the $337.00 Distribution expected to be paid by the
Partnership prior to the end of the first calendar quarter 1999.
Smithtown Bay's Offer price represents a discount of 4.3% to the general
partner's NAV estimate of $1,150.
Enclosed with this letter please find Supplement No. 2 to our Offer to
Purchase dated January 27, 1999. Please read the enclosed Supplement carefully
in conjunction with our Offer to Purchase. If you wish to sell some or all of
your Units now:
- - Please read carefully the Offer to Purchase, Supplement No. 2 and the
Agreement of Transfer and Sale enclosed;
- - Complete the Agreement of Transfer and Sale in accordance with the
instructions provided;
- - Sign where indicated, have your signature Medallion Guaranteed and;
- - Return the Agreement of Transfer and Sale in the pre-addressed return
envelope.
-1-
<PAGE>
This Offer is scheduled to expire at 12:00 midnight, Eastern Time, on March
31, 1999, unless extended or withdrawn. 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.
If you have any questions or need assistance in completing the Agreement of
Transfer and Sale, please call the Depositary at 1-800-500-3243.
Very truly yours,
Smithtown Bay, LLC
<PAGE>
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 DECREASE IN NUMBER OF UNITS
AND EXTENSION OF OFFER TO PURCHASE FOR CASH UP TO 4,000 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 number of Units Purchaser will accept pursuant to its Offer has been
decreased to 4,000 Units at $1,100 per Unit and the Offer has been extended and
is now scheduled to expire at 12:00 midnight, Eastern Time on March 31, 1999,
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
March 15, 1999, 3,092 Units (1.64%) 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.
March 17, 1999
<PAGE>
FOR IMMEDIATE RELEASE
Contact Erik Dieterle -- (612) 476-7245
SMITHTOWN BAY, LLC REDUCES NUMBER OF UNITS AND
EXTENDS OFFER
Minnetonka, Minnesota (March 17, 1999). Smithtown Bay, LLC has announced
that it has reduced the number of Units of Limited Partnership Interests
("Units") of ML Media Partners, L.P. (the "Partnership") it will accept to 4,000
Units and extended its offer which is now scheduled to expire at 12 o'clock
midnight, Eastern time on March 31, 1999. As of the close of business on March
15, 1999, 3,092 Units (1.64 %) 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.
