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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. 2)
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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. 2 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 February 9, 1999, as amended on
March 4, 1999 (the "Schedule 14D-9"). The Schedule 14D-9, as amended by this
Amendment No. 2, relates to the unsolicited tender offer made by Smithtown Bay,
LLC, a Delaware limited liability company ("Smithtown" or the "Purchaser"),
disclosed in a Tender Offer Statement on Schedule 14D-1 dated January 27, 1999,
as amended (the "Schedule 14D-1"), to purchase for cash up to 4,000 units of
limited partnership interest ("Units"), representing approximately 2.1% of the
Units outstanding as of March 17, 1999. The purpose of this Amendment No. 2 is
to amend Items 2, 4, 8 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 2. Tender Offer of the Bidder.
Item 2 of the Schedule 14D-9 is hereby amended and restated to read as
follows:
This Statement relates to the unsolicited tender offer made by
Smithtown Bay, LLC, a Delaware limited liability company (the "Purchaser"), and
Global Capital Management, Inc., a Delaware corporation, disclosed in a Tender
Offer Statement on Schedule 14D-1 dated January 27, 1999, as amended on February
25, 1999 and further amended on March 17, 1999 (the "Schedule 14D-1"), to
purchase for cash up to 4,000 Units, representing approximately 2.1% of the
Units outstanding as of March 17, 1999, at a purchase price of $1,100 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 or
declared after January 1, 1999) and upon the terms and conditions set forth in
the Offer to Purchase dated January 27, 1999, as amended (the "Offer to
Purchase"), and the related Agreement of Transfer and Sale (the "Agreement of
Transfer and Sale" and, together with the Offer to Purchase, the "Current
Offer"). Neither the Purchaser nor any of its affiliates is affiliated with the
Partnership or the General Partner, and the Current Offer was not solicited by
the Partnership, the General Partner or any of their affiliates. The Schedule
14D-1 states that the principal executive offices of the Purchaser are located
at 601 Carlson Parkway, Suite 200, Minnetonka, Minnesota 55305.
Item 4. The Solicitation or Recommendation.
Sub-item (b) of Item 4 of the Schedule 14D-9 is hereby amended and
restated to read as follows:
The Partnership reached the conclusion set forth in Item 4(a) after
considering the following factors:
(i) General Partner Estimates Year End Net Asset Value of the Partnership
as $1,400 per Unit, which is Significantly Higher than the Value Reflected
in the Current Offer. The General Partner currently estimates that the net
asset value of the Partnership, computed as of December 25, 1998, is $1,400
per Unit. Such estimated net asset value takes into consideration the
recent strengthening of the market for cable systems generally, including
the pending acquisition of Century Communications Corp. which has been
announced recently and is described in paragraph (ii) below. In addition,
the General Partner believes that there may be additional upside potential
to the value it has assigned to the Puerto Rico cable systems. The
calculation of the Partnership's net asset value reflects (i) the estimated
value of the Partnership's Media Properties (including the Anaheim and
Cleveland radio stations (at the sales prices at which they were
subsequently sold in January 1999)), (ii) its cash holdings, and (iii) its
other assets and liabilities as of year end 1998, as well as (iv) the
Partnership's estimated fees and expenses to be incurred in connection with
its remaining operations and the winding up of the Partnership. However,
the net asset value calculation does not reflect any reduction for the
distributions of $337 per Unit described in paragraph (iii) below or any
potential costs, expenses or liabilities relating to the litigation
described in Item 8(b) below. Accordingly, the Partnership has concluded
that it would be better for a Limited Partner to hold its Units rather than
to tender them pursuant to the Current Offer.
However, there can be no assurance that changing market conditions or other
factors will not have a negative impact on the value of the Partnership's
cable systems in San Juan, Puerto Rico or its radio station combination in
Bridgeport, Connecticut or its ability to sell either or both of such
assets at any particular price or within any particular time frame. In
addition, the actual proceeds received by the Partnership from the sales of
its Media Properties could be lower than estimated.
The actual value of Units to be ultimately realized by Limited Partners
from the Partnership will also be dependent on the ability of the
Partnership to sell its Media Properties, and the actual proceeds received
for such Media Properties, as well as the actual costs and expenses
(including with respect to litigation) incurred prior to the completion of
the liquidation of the Partnership and the results of the litigation
referred to in Item 8(b) below. Also, the pendency of the litigation may
delay distributions to the Limited Partners.
Therefore, Limited Partners who do not want to take the risks of changing
market or other conditions or who want to liquidate their investment in the
Partnership now and make other uses of the proceeds of their investment
(rather than wait until the sales of the remaining Media Properties and the
distributions of any distributable proceeds related to such sales or the
distribution of the Partnership's remaining assets, the timing of all of
which is uncertain) may want to tender all or a portion of their Units.
The Partnership's estimates and assumptions have not been reviewed by an
independent appraiser or financial advisor.
(ii) Sales of Remaining Media Properties. The Partnership's Puerto Rico
cable systems are owned in a 50-50 joint venture with Century
Communications Corp., a public company ("Century"). On March 5, 1999,
Century announced its pending acquisition by Adelphia Communications
Corporation. The General Partner continues to explore the various sale
alternatives for its interest in the Puerto Rico cable systems and
currently anticipates entering into an agreement to sell in 1999. However,
a sale may not be consummated until as late as 2000 or 2001. In addition,
there can be no assurance as to the price that the Partnership will
ultimately realize from such sale. In addition, the Partnership is
presently negotiating a sale of its Bridgeport, Connecticut radio
combination, although there can be no assurance as to whether, when and on
what terms such sale may be consummated. Limited Partners who tender their
Units to the Purchaser will not receive any economic benefit from such
sales, if and when consummated by the Partnership, to the extent that such
benefit is not reflected in the Current Offer price.
(iii) Expected First Quarter 1999 Cash Distribution. Pursuant to the
previously announced sales of the Partnership's radio stations in Anaheim,
California and Cleveland, Ohio on January 4, 1999, and January 28, 1999,
respectively, the Partnership on March 1, 1999, declared a distribution to
Limited Partners in the amount of $337 per Unit that will be paid by the
Partnership on or before March 31, 1999. A portion of the distribution,
consisting of $305 per Unit relating to distributable proceeds from the
sales of the Anaheim and Cleveland radio stations, will be made to Limited
Partners who were recorded on the Partnership's books as owning their Units
during January 1999. The balance of the distribution, consisting of $32 per
Unit relating to certain amounts released from reserves created in
connection with the prior sale of the Partnership's California cable
system, will be made to Limited Partners of record on March 1, 1999. The
Current Offer provides that the Purchaser will deduct the total
distribution from the cash amount the Purchaser will pay to tendering
Limited Partners. See paragraph (viii) below.
(iv) The Purchaser's Profit Motive. As set forth in the Current Offer, the
Purchaser is making the Current Offer for investment purposes and with the
intention of making a profit from its purchase and ownership of the Units.
The Purchaser also stated that its intent is to acquire the Units at a
discount to the value that the Purchaser might ultimately realize from
owning the Units. Please note that the Current Offer price, as provided by
the Amendment, is $1,100 per Unit, reduced by the $50 transfer fee (per
transfer, not per Unit) and further reduced by the amount of any
distributions paid or declared with respect to the Units after January 1,
1999 (including the $337 per Unit distribution described in paragraph (iii)
above).
(v) No Established Market Valuations by Third Parties. Limited partnership
interests are generally illiquid and there is no established trading market
for the Units to provide established market valuations for the Units
against which to compare the purchase price in the Current Offer. Secondary
market sales activity for the Units, including privately negotiated sales,
has been limited and sporadic. Privately negotiated sales and sales through
intermediaries (e.g., through the matching services for buyers and sellers
of partnership interests) currently are the primary means available to a
Limited Partner to liquidate an investment in the Units (other than tender
offers to purchase, including the Current Offer) because the Units are not
listed or traded on any exchange or quoted on any NASDAQ list or system.
During the past twelve months, however, several Limited Partners of the
Partnership who are not in any other way affiliated with the Partnership or
the General Partner conducted unregistered unsolicited tender offers for
Units in the Partnership at prices ranging from $360 per Unit to $600 per
Unit, and registered unsolicited tender offers for Units in the Partnership
at prices ranging from $750 to $950 per Unit (see below). In addition,
private sales during the past twelve months generally have ranged from $125
per Unit to $1,067 per Unit. Sales prices in the informal secondary market
have typically reflected a discount to the Partnership's estimates of net
asset value at the time.
Madison Liquidity Investors 104, LLC ("Madison"), a Delaware limited
liability company unaffiliated with the Partnership and the General
Partner, has disclosed in a Tender Offer Statement on Schedule 14D-1 filed
with the SEC on November 23, 1998, as amended, its unsolicited tender offer
(the "Madison Offer") to purchase up to 9.9% of outstanding Units of the
Partnership at a price of $750 per Unit (less transfer fees and less cash
distributions, as described therein). The Partnership has stated its
position as to the Madison Offer in a Recommendation Statement on Schedule
14D-9 dated November 30, 1998, as amended. Madison has announced that as of
the close of business on February 9, 1999, 274 Units have been tendered and
not withdrawn. In addition, the Purchaser filed with the SEC a Tender Offer
Statement on Schedule 14D-1 dated November 27, 1998, as amended, in
connection with the Purchaser's Prior Offer, pursuant to which it offered
to purchase up to 4.8% of the then outstanding Units of the Partnership at
a price of $950 per Unit (less transfer fees and less cash distributions,
as described therein). The Purchaser's Prior Offer terminated on December
31, 1998, and the Purchaser has announced that it purchased 2,582 Units
pursuant to such Prior Offer, representing approximately 1.4% of the issued
and outstanding Units.
(vi) Limitations on Recognition of Transfers in any Tax Year. As provided
by Section 7.1B(1) of the Partnership Agreement, the Partnership need not
recognize any transfer that would cause the Partnership to be treated as an
association taxable as a corporation for federal income tax purposes, which
could be the result if the transfers of Units were deemed to cause the
Partnership to be a "publicly traded partnership" for federal income tax
purposes. As more fully described in Item 8(a) below, it has been and is
the Partnership's practice in any tax year to limit the number of transfers
recognized in any Partnership tax year to no more than 4.8% of outstanding
Units in order to stay within a safe harbor from classification of the
Partnership as a "publicly traded partnership", as provided in Internal
Revenue Service Notice 88-75 (the "IRS Notice"). In tax year 1998, the
Partnership recognized transfers of 4.8% of Units (a limit previously set
by the General Partner in an effort not to inadvertently exceed the 5%
limitation), and did not recognize any transfers in such tax year after
August 1998. Similarly, in tax year 1997 the Partnership reached its
limitation in June of that year and no further transfers were recognized in
that tax year (other than excluded transfers under the IRS Notice). The
Partnership's policy of limiting transfers to stay within the safe harbor
limitations established by the IRS Notice may have the effect of limiting
the number of Units that can be transferred pursuant to the Current Offer
in any tax year of the Partnership. Thus, notwithstanding that the
Purchaser currently seeks to acquire up to 2.1% of the outstanding Units,
the actual number of Units tendered pursuant to the Current Offer that will
be recognized for transfer by the Partnership in the 1999 tax year, after
taking into account the number of other transfers recognized for such tax
year (whether as a result of private sales, competing tender offers or the
prior unsolicited tender offer made by the Purchaser in late 1998 (the
latter of which transfers already have been recognized in the Partnership's
1999 tax year)) could be less than the number of Units sought. The
Partnership recognizes transfers in the order of submission. The Purchaser
has disclosed that it has amended the number of Units sought by the Current
Offer (from 6,500 Units originally sought to 4,000 Units currently sought)
to take into account the Partnership's transfer restrictions and has
conditioned the Current Offer on not violating these restrictions. As of
March 1, 1999, the most recent date on which the Partnership effected
transfers, 4,626 Units (approximately 2.5% of outstanding Units) have been
recognized for transfer in the Partnership's 1999 tax year. In addition,
based on the terms of the Current Offer, the Purchaser has stated that it
will not pay for tendered Units until it has confirmed that it will become
a registered owner of such Units on the books and records of the
Partnership.
(vii) Tendering Limited Partners Will Receive Schedule K-1s for 1999. The
ability of a Limited Partner to transfer Units is subject to the terms and
conditions set forth in the Partnership Agreement. As provided in Section
7.1C of the Partnership Agreement, transfers of Units are recognized by the
Partnership as of the last day of the calendar month. Such transfers will
be recognized after the close of business on the last day of the calendar
month in which all conditions to transfer have been satisfied and will be
effective for the period commencing on the first day of the following
month. Limited Partners who tender their Units in connection with the
Current Offer will receive Schedule K-1 tax forms for the Partnership's tax
year ending December 31, 1999.
(viii) Continuing Tax Allocations by the Partnership. The Current Offer
provides that a Limited Partner who tenders Units assigns to the Purchaser
all profits, losses and distributions paid or declared by the Partnership
after January 1, 1999, with respect to those Units; and any distributions
received by the tendering Limited Partner from the Partnership will reduce
the amount of the purchase price paid by the Purchaser to the tendering
Limited Partner. However, pursuant to the Partnership Agreement, as
described above, transfers of Units are only recognized by the Partnership
on monthly transfer dates and subject to the terms and conditions of the
Partnership Agreement. Thus, tendering Limited Partners will receive no
additional economic benefit with respect to tendered Units from any
distributions paid or declared after January 1, 1999, but a tendering
Limited Partner will receive any tax allocations from the Partnership
relating to such distributions, as reflected on a Schedule K-1 tax form,
until a transfer of such Limited Partner's Units is actually recognized by
the Partnership. Accordingly, with respect to the sales of the Anaheim and
Cleveland stations, for example, the gain or loss from such sales will be
reported on a Schedule K-1 tax form to Limited Partners (including
tendering Limited Partners) from the Partnership, but tendering Limited
Partners would not receive the economic benefit of the sale proceeds,
except to the extent reflected in the value of the Current Offer price. See
paragraphs (ii) and (iii) above.
(ix) Other Limitations to Recognition of Transfers. The Partnership
Agreement, in Section 7.3, also contains other limitations applicable to
the transfer of interests. Units may only be transferred to "Eligible
Citizens", as defined in the Partnership Agreement. Furthermore, additional
information must be provided to the Partnership by any transferee wishing
to be recognized as the owner of 1% or more of the Partnership Units to
address certain FCC regulatory concerns related to the ownership of the
Partnership's Media Properties. As described in Item 3(b)(ii) above, the
Partnership has previously been provided with confirmation as to these
matters from the Purchaser. Transfers will be recorded on the books and
records of the Partnership only upon the satisfactory completion and
acceptance by the General Partner of transfer documents acceptable to the
General Partner, in compliance with applicable laws and the terms of the
Partnership Agreement.
(x) Limited Partners May Be Able to Sell Their Units at a Higher Price.
The Partnership recommends that Limited Partners who seek current liquidity
but do not wish to sell their Units pursuant to the Current Offer make
their own inquiry as to alternative transactions that may be available,
including among others, the limited informal secondary market for trading
limited partnership interests, any proposed or pending tender offer by any
other party and any other offer that may be announced prior to the
expiration of the Current Offer. There can be no assurance, however, that a
Limited Partner will be able to sell its Units or achieve a higher price in
an alternative transaction.
In making its recommendation with respect to the Current Offer, 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 Current 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 Current Offer or to determine whether the
Current Offer is fair to Limited Partners.
Each Limited Partner must make his, her, or its own decision whether to
accept or reject the Current Offer. Limited Partners are urged to carefully
review all the information contained in or incorporated by reference in the
Current 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 herein, and to consider their
own personal situation and consult with their own tax, financial or other
advisors in evaluating the terms of the Current 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.
Item 8. Additional Information to be Furnished.
The third paragraph of sub-item (b) of Item 8 of the Schedule 14D-9 is
hereby amended and restated to read as follows:
With respect to ML&CO., Merrill Lynch, MLMM, and RPMM, plaintiffs claim
that these defendants aided and abetted the General Partner in the
alleged breach of the Partnership Agreement and in the alleged breach
of the General Partner's fiduciary duties. Plaintiffs seek, among other
things, an injunction barring defendants from paying themselves
management fees or expenses not expressly authorized by the Partnership
Agreement, an accounting, disgorgement of the alleged improperly paid
fees and expenses, and compensatory and punitive damages. Defendants
believe that they have good and meritorious defenses to the action, and
vigorously deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief
therein. On March 3, 1999, the New York Supreme Court issued an order
granting the defendants' motion and dismissing plaintiffs' complaint in
its entirety, principally on the ground that the claims are derivative
and plaintiffs lack standing to bring suit because they failed to make
a pre-litigation demand on the General Partner. Plaintiffs' time to
appeal has not yet expired.
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) (iii) Letter from the Partnership to Limited Partners dated
March 22, 1999.
<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. 2
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: March 22, 1999
Exhibit 9.(a)(2)(iii)
ML MEDIA PARTNERS, L.P.
World Financial Center
South Tower, 23rd Floor
New York, NY 10080-6123
March 22, 1999
Re: Smithtown Bay, LLC - 1999 Tender Offer
Further Amendment to the Partnership's Position and Recommendation
Dear Limited Partner of ML Media Partners, L.P.:
In connection with the unsolicited tender offer dated January 27,
1999, as amended on February 25, 1999 and March 17, 1999, by Smithtown Bay, LLC
("Smithtown") and Global Capital Management, Inc., to purchase units of limited
partnership interest (the "Units") of ML Media Partners, L.P., a Delaware
limited partnership (the "Partnership") for a purchase price of $1,100 per Unit
(less transfer fees and less cash distributions paid or declared to Limited
Partners after January 1, 1999) (the "Amended Smithtown Offer"), the Partnership
has previously distributed to you its Recommendation Statement on Schedule14D-9
dated February 9, 1999, as amended by Amendment No. 1 thereto dated March 4,
1999 (the "Recommendation Statement") and is providing you with this letter its
Amendment No. 2 thereto dated March 22, 1999 ("Amendment No. 2"). The
Recommendation Statement, as amended by Amendment No. 2, is referred to herein
as the "Revised Recommendation Statement."
As stated in the Revised Recommendation Statement, the Partnership has
concluded that the Amended Smithtown Offer is inadequate and not in the best
interests of the Limited Partners. Accordingly, the Partnership has recommended
and continues to recommend that Limited Partners reject the Amended Smithtown
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 pursuant
to the Amended Smithtown Offer. However, for those Limited Partners who have an
immediate need for liquidity or who conclude that the risks of continuing to
hold Units are significant, the Amended Smithtown Offer may indeed be adequate
and in their best interests.
This letter and the accompanying Amendment No. 2 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 Amended Smithtown Offer. Please read this material with
the Recommendation Statement previously provided to you.
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. 2 to the
Recommendation Statement:
o General Partner Estimates Year End Net Asset Value as $1,400 per
Unit, which is Significantly Higher than the Value Reflected in the
Amended Smithtown Offer. The General Partner currently estimates
that the net asset value of the Partnership, computed as of December
25, 1998, is $1,400 per Unit. Such estimated net asset value takes
into consideration the recent strengthening of the market for cable
systems generally, including the pending acquisition of Century
Communications Corp. which has been announced recently. In addition,
the General Partner believes that there may be additional upside
potential to the value it has assigned to the Puerto Rico cable
systems. The calculation of the Partnership's net asset value
reflects (i) the estimated value of the Partnership's Media
Properties (including the Anaheim and Cleveland radio stations (at
the sales prices at which they were subsequently sold in January
1999)), (ii) its cash holdings, and (iii) its other assets and
liabilities as of year end 1998, as well as (iv) the Partnership's
estimated fees and expenses to be incurred in connection with its
remaining operations and the winding up of the Partnership. However,
the net asset value calculation does not reflect any reduction for
distributions aggregating $337 per Unit that were declared March 1,
1999, and will be paid by the Partnership on or before March 31,
1999, or any potential costs, expenses or liabilities relating to
the litigation more fully described in the Revised Recommendation
Statement. Accordingly, the Partnership has concluded that it would
be better for a Limited Partner to hold its Units rather than to
tender them pursuant to the Amended Smithtown Offer.
However, there can be no assurance that changing market conditions
or other factors will not have a negative impact on the value of the
Partnership's cable systems in San Juan, Puerto Rico or its radio
station combination in Bridgeport, Connecticut or its ability to
sell either or both of such assets at any particular price or within
any particular time frame. In addition, as further discussed in the
Revised Recommendation Statement, the actual proceeds received by
the Partnership from the sales of its Media Properties could be
lower than estimated. Also, the pendency of the litigation described
in the Revised Recommendation Statement, may delay distributions to
Limited Partners.
Therefore, Limited Partners who do not want to take the risks of
changing market or other conditions or who want to liquidate their
investment in the Partnership now and make other uses of the
proceeds of their investment (rather than wait until the sales of
the remaining Media Properties and the distributions of any
distributable proceeds related to such sales or the distribution of
the Partnership's remaining assets, the timing of all of which is
uncertain) may want to tender all or a portion of their Units.
The Partnership's estimates and assumptions have not been reviewed
by an independent appraiser or financial advisor.
In making its recommendation with respect to the Amended Smithtown
Offer, 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 Amended Smithtown 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 Amended Smithtown
Offer or to determine whether the Amended Smithtown Offer is fair to Limited
Partners.
Each Limited Partner must make his, her, or its own decision whether
to accept or reject the Amended Smithtown Offer. Limited Partners are urged to
carefully review all the information contained in or incorporated by reference
in the Amended 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
Revised Recommendation Statement and to consider their own personal situation
and consult with their own tax, financial or other advisors in evaluating the
terms of the Amended Smithtown 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 ALREADY TENDERED UNITS TO SMITHTOWN
PURSUANT TO ITS OFFER, WHETHER PRIOR TO OR AFTER THE DATE OF THE AMENDMENT, YOU
SHOULD CONSIDER THAT YOU HAVE A RIGHT TO WITHDRAW YOUR TENDER BY FOLLOWING THE
PROCEDURES SET FORTH UNDER "SECTION 4. WITHDRAWAL RIGHTS" IN SMITHTOWN'S OFFER
TO PURCHASE DATED JANUARY 27, 1999, AS AMENDED ON FEBRUARY 25, 1999 AND MARCH
17, 1999. The Offer to Purchase, as amended, provides that Units tendered
pursuant to the Amended Smithtown Offer may be withdrawn at any time prior to
the Amended Smithtown Offer's expiration date (March 31, 1999, unless extended).
For withdrawal to be effective, a written notice of withdrawal must be timely
received by Smithtown's transfer agent, MAVRICC Management Systems, Inc., Post
Office Box 7090, Troy, Michigan 48007-7090. 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 Transfer and Sale in the
same manner as the Agreement of Transfer and Sale was signed and it must also
contain a medallion signature guarantee.
The Recommendation Statement and the Amendment No. 2 thereto which is
attached to this letter, expands upon the reasons for the position taken by the
Partnership concerning the Amended Smithtown 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 Revised Recommendation Statement, carefully.
Certain statements in the foregoing 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 Revised Recommendation Statement. The Partnership
undertakes no responsibility to update publicly or revise any forward-looking
statements.
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.
