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
August 31, 1999 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
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(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 since last report.)
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Item 2. Acquisition or Disposition of Assets.
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On August 31, 1999, ML Media Partners, L.P. (the "Partnership") consummated the
previously reported sale to Aurora Communications, LLC (formerly known as Shadow
Communications, LLC) ("Aurora") of substantially all of the assets of radio
station WEBE-FM, Westport, Connecticut, and WICC-AM, Bridgeport, Connecticut.
The base purchase price for the Station was $66,000,000, subject to certain
adjustments for the apportionment of current assets and liabilities as of the
closing date, as provided for in the Asset Purchase Agreement.
Pursuant to the Asset Purchase Agreement, the Partnership deposited $3.3 million
into an Indemnity Escrow Account against which Aurora may make indemnification
claims for a period through December 31, 2000. In addition, the Partnership
intends to hold a portion of the purchase price in reserve to pay (or to reserve
for payment of) wind-down expenses, sale-related expenses and other debts and
obligations of the Partnership.
Distributions of the remaining proceeds from the sale of the Stations will be
made to partners of record as of August 31, 1999, in accordance with the terms
of the Partnership's Partnership Agreement. To the extent any amounts reserved
or paid into escrow as described above are subsequently released, such amounts
will be distributed to partners of record as of the date of such release.
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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 August 31, 1999 By: /s/ Elizabeth McNey Yates
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Elizabeth McNey Yates
Vice President
