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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. 1
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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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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$7,150,000 $1,430.00
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* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 6,500 UNITS OF LIMITED PARTNERSHIP INTERESTS
("UNITS") AT $1100 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
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CUSIP NO. 55307J102 Page 2 of 6 Pages
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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
11,943
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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)
Approximately 6.4
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10. Type of Reporting Persons (See Instructions)
OO
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Page 2 of 6
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CUSIP NO. 55307J102 Page 3 of 6 Pages
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Global Capital Management, Inc.
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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
11,943
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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)
Approximately 6.4
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10. Type of Reporting Persons (See Instructions)
CO
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Page 3 of 6
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-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 January 27, 1999, relating to the
Tender Offer by the Purchaser to purchase up to 6,500 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 January 27, 1999, 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,
Section 1 and Section 3 of the Offer to Purchase, as amended and supplemented by
Supplement No. 1 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 and Supplement No. 1 to the Offer to Purchase attached hereto
as Exhibit (a)(5) is incorporated herein by this reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(5) Supplement No. 1, dated February 25, 1999, to Offer to Purchase
dated January 27, 1999.
(a)(6) Cover Letter, dated February 25, 1999, from Purchaser to Unit
Holders.
(a)(7) Publication of Notice.
(a)(8) Press Release.
Page 4 of 6
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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: February 25, 1999 SMITHTOWN BAY, LLC
By: Global Capital Management, Inc.,
a Delaware corporation,
its Manager
By: /s/ Michael J. Frey
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Michael J. Frey, Chief Executive Officer
GLOBAL CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ Michael J. Frey
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Michael J. Frey, Chief Executive Officer
Page 5 of 6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
(a)(5) Supplement No. 1 dated February 25, 1999 to Offer to Purchase
dated January 27, 1999
(a)(6) Cover Letter, dated February 25, 1999, from Purchaser to Unit
Holders.
(a)(7) Publication of Notice.
(a)(8) Press Release.
</TABLE>
Page 6 of 6
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SUPPLEMENT NO. 1
TO
OFFER OF PURCHASE FOR CASH
UP TO 6,500 UNITS
OF
M. L. MEDIA PARTNERS, L.P.
FOR $1,100 PER UNIT
BY
SMITHTOWN BAY, LLC
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00, EASTERN
TIME ON MARCH 30, 1999, UNLESS THE OFFER IS EXTENDED.
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The purchaser hereby supplements its offer to purchase up to 6,500 Units of
M.L. Media Partners, L.P. upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 27, 1999 in this Supplement No. 1
thereto. Capitalized terms used but not defined in this Supplement No. 1 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 6,500 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 on or after January 1, 1999 (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 PARTNERSHIP ANNOUNCED IN A SCHEDULE 14D-9 FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1999 THAT IT EXPECTED
TO MAKE A DISTRIBUTION OF APPROXIMATELY $300 PER UNIT BY THE END OF THE FIRST
QUARTER OF 1999. THE PURCHASE PRICE PAID TO UNIT HOLDERS WILL BE REDUCED BY THE
EXACT AMOUNT OF THE DISTRIBUTION MADE TO UNIT HOLDERS. The 6,500 Units sought
to be purchased pursuant to the Offer represent, to the best knowledge of the
Purchaser, approximately 3.5% of the Units outstanding as of the date of the
Offer.
As of the close of business on February 22, 1999, 996 Units (0.53%) have
been tendered to the Purchaser and not withdrawn.
-1-
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SECTION 1. OF THE OFFER TO PURCHASE IS HEREBY AMENDED AND SUPPLEMENTED AS
FOLLOWS:
The second sentence of the first paragraph of Section 1. is deleted and
inserted in its place is the following:
"The term "Expiration Date" shall mean 12:00 midnight, Eastern Time,
on March 30, 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 3. Section 3 of the Offer to Purchase is hereby amended and
supplemented as follows:
The second paragraph of Section 3 is deleted and inserted in its place is
the following:
"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, March 30, 1999."
February 25, 1999
S-2-1
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SMITHTOWN BAY, LLC
c/o Mavricc Management Systems, Inc.
Post Office Box 7090
Troy, Michigan 48007-7090
(800) 500-3243
ATTENTION: PRICE INCREASE
February 25, 1999
Dear Unit Holder:
Smithtown Bay, LLC is increasing its price to purchase your limited partnership
interests ("Units") of ML MEDIA PARTNERS, L.P. TO $1,100.00 PER/UNIT, which
represents a discount of 4.3% to the general partner's NAV estimate of $1,150.
OUR OFFER $1,100.00
Estimated Partnership NAV $1,150.00
Enclosed with this letter please find Supplement No. 1 to our Offer to Purchase
dated January 27, 1999. We encourage you to 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, the enclosed Supplement
No. 1 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.
If you have already tendered your Units in Smithtown Bay's January 27, 1999
Offer to Purchase, you will automatically receive the $1,100.00 per/Unit
purchase price and no further action is required.
This Offer is now scheduled to expire at 12:00 midnight, Eastern Time, on March
30, 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.
Very truly yours,
Smithtown Bay, LLC
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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 PRICE INCREASE AND EXTENSION OF OFFER TO PURCHASE FOR CASH
UP TO 6,500 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 Purchase Price of the offer to purchase for cash of up to 6,500 Units held
by the unit holders of the Partnership (the "Unit Holders") has been increased
to $1,100 per Unit and the offer has been extended and is now scheduled to
expire at 12:00 midnight, Eastern Time on March 30, 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 February 22, 1999, 996
Units (0.53%) have been tendered to Purchaser and not withdrawn.
For copies of Supplement No. 1 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.
February 25, 1999
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FOR IMMEDIATE RELEASE
Contact Erik Dieterle -- (612) 476-7245
SMITHTOWN BAY, LLC AND EXTENDS OFFER
Minnetonka, Minnesota (February 25, 1999). Smithtown Bay, LLC has
announced that it has increased its offer price to purchase Units of Limited
Partnership Interests ("Units") of ML Media Partners, L.P. (the "Partnership")
to $1,100 per Unit and extended its offer which is now scheduled to expire at 12
o'clock midnight, Eastern time on March 30, 1999. As of the close of business
on February 22, 1999, 996 Units (0.53%) have been tendered to Smithtown Bay, LLC
and not withdrawn.
For copies of Supplement No. 1 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.
