UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 28, 1999 0-14871
(Date of earliest report) (Commission File Number)
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ML MEDIA PARTNERS, L.P.
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(Exact name of Registrant as specified in its charter)
New York 13-3321085
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Financial Center, South Tower, New York, New York 10080-6114
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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
(Former name or former address, if change since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Wincom
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On January 28, 1999, ML Media Partners, L.P. (the "Partnership")
consummated the previously reported sale to Chancellor Media Corporation of Los
Angeles, ("Chancellor") of the stock of Wincom Broadcasting Corporation
("Wincom"), pursuant to the Stock Purchase Agreement (the "Agreement") dated
August 11, 1998. Wincom owns all of the outstanding stock of Win Communications,
Inc. ("WIN"), which owns and operates radio station WQAL-FM, serving Cleveland,
Ohio (the "Station").
The base purchase price for the Station was $51,250,000, which was reduced
by an adjustment of approximately $1.6 million representing the apportionment of
current assets and liabilities as of the closing date, as provided for in the
Agreement.
Pursuant to the Agreement, the Partnership deposited $2.5 million into an
Indemnity Escrow Account against which Chancellor may make indemnification
claims for a period of up to two years after the closing; $1.5 million, less any
claims previously asserted, will be released on December 31, 1999. 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, including deferred reimbursable
expenses owed to the General Partner. Approximately $2.0 million was used to
repay in full the Wincom-WEBE-WICC Loan (the "Loan") and pursuant to the terms
of the Loan, an initial amount of approximately $7.3 million was paid to Chase
Manhattan Bank, formerly known as Chemical Bank, pursuant to its 15% residual
interest in the net sales proceeds.
A distribution of the net sales proceeds from the sale of the Station will
be made to partners of record as of January 28, 1999, in accordance with the
terms of the Partnership's Partnership Agreement. It is expected that such
distribution of net sales proceeds will be made by the end of the first quarter
of 1999. 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.
Anaheim
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On January 4, 1999, the Partnership consummated the previously reported
sale to Citicasters Co., a subsidiary of Jacor Communications, Inc.
("Citicasters") of substantially all of the assets, other than cash and accounts
receivable, used in the operations of the Partnership's radio stations, KORG-AM
and KEZY-FM, serving Anaheim, California (the "Anaheim Stations" or "Anaheim"),
pursuant to the Asset Purchase Agreement (the "Anaheim Agreement") dated
September 14, 1998, as amended.
The base purchase price for the Anaheim Stations was $30,100,000, subject
to certain adjustments for the apportionment of income and liabilities as of the
closing date, as provided for in the Anaheim Agreement.
Pursuant to the Anaheim Agreement, the Partnership deposited $1.0 million
into an Indemnity Escrow Account against which Citicasters may make
indemnification claims for a period of one year after the closing. In addition,
the Partnership intends to hold a portion of the purchase price in reserve to
pay (or to reserve for payment of) expenses and liabilities relating to the
operations of the Anaheim Stations prior to the sale as well as wind-down
expenses, sale-related expenses, contingent obligations of the Anaheim Stations
and other debts and obligations of the Partnership, including deferred
reimbursable expenses owed to the General Partner.
A distribution of the net sales proceeds from the sale of the Anaheim
Stations will be made to partners of record as of January 4, 1999, in accordance
with the terms of the Partnership's Partnership Agreement. It is expected that
such distribution of net sales proceeds will be made by the end of the first
quarter of 1999. 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.
<PAGE>
Item 7.(b) Financial Statements and Exhibits-Pro forma financial information.
ML MEDIA PARTNERS, L.P.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited Pro Forma Consolidated Statements of Operations for
the year ended December 26, 1997 and for the thirty-nine week period ended
September 25, 1998, and the unaudited Consolidated Balance Sheet as of September
25, 1998 give effect to the sale of Wincom and Anaheim, as described in Item 2
herein, as if such transactions had occurred as of (i) December 28, 1996 (the
first day of fiscal year 1997) for the Pro Forma Consolidated Statements of
Operations and (ii) September 25, 1998 for the Pro Forma Consolidated Balance
Sheet. The Pro Forma Consolidated Statements of Operations do not reflect the
pro forma gain as of September 25, 1998 of approximately $42.1 million on the
sale of Wincom's stock and the gain of approximately $18.8 million on the sale
of substantially all of the assets other than cash and accounts receivable, used
in the operations of the Anaheim Stations. In addition, the Pro Forma
Consolidated Statements of Operations reflect no interest earned on the sales
proceeds. The Pro Forma Consolidated Balance Sheet does not reflect the amount
of a distribution or other application (including to pay deferred expenses owed
to the General Partner) of the remaining proceeds from the sales which will be
made in accordance with the Partnership's Partnership Agreement.
The Pro Forma Consolidated Financial Statements are based on historical
financial information of the Partnership for the periods referred to above. Pro
Forma adjustments are described in the accompanying notes. The Pro Forma
Consolidated Financial Statements should be read in conjunction with the
historical financial statements, the notes thereto and the discussion of these
transactions included elsewhere in this filing.
The Pro Forma Consolidated Financial Statements are presented for
informational purposes only and are not necessarily indicative of what the
actual results of operations would have been had the transactions occurred as of
the beginning of the respective periods referred to above, nor do they purport
to indicate the results of future operations of the Partnership. In the General
Partner's opinion, all adjustments necessary to present fairly such Pro Forma
Consolidated Financial Statements have been made.
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 25, 1998
(UNAUDITED)
<TABLE>
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Wincom Anaheim
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma (3)
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ASSETS:
Cash and cash
equivalents $ 109,650,993 $ 39,891,290 1a $ 29,100,000 2a $ 176,149,146
(2,007,864) 1b
(485,273) 1b
Investments held by
escrow agents 362,520 2,500,000 1a 1,000,000 2a 3,862,520
Accounts Receivable,
net 5,913,130 - - 5,913,130
Prepaid expenses and
deferred charges, net 396,974 - - 396,974
Property plant and
equipment, net 25,039,445 - - 25,039,445
Intangible assets, net 17,229,671 - - 17,229,671
Assets held for sale 9,627,783 (310,683) 1c (9,317,100) 2b -
Other assets 232,203 - - 232,203
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TOTAL ASSETS $ 168,452,719 $ 39,587,470 $ 20,782,900 $ 228,823,089
============= ============ ============ =============
LIABILITIES AND
PARTNERS' CAPITAL:
Liabilities:
Borrowings $ 52,493,137 $ (2,007,864) 1b $ - $ 50,000,000
(485,273) 1b
Accounts payable and
accrued liabilities 23,829,131 - 2,000,000 2a 25,829,131
Subscriber advance
payments 1,521,152 - - 1,521,152
------------- ------------ ------------ -------------
Total Liabilities 77,843,420 (2,493,137) 2,000,000 77,350,283
------------- ------------ ------------ -------------
Partners' Capital:
General Partner:
Capital
contributions, net
of offering expenses 1,708,299 - - 1,708,299
Cumulative cash
distributions (1,357,734) - - (1,357,734)
Cumulative income 618,446 420,806 1a 187,829 2a 1,227,081
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969,011 420,806 187,829 1,577,646
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(Continued on following page.)
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 25, 1998
(UNAUDITED)
(continued)
<TABLE>
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Wincom Anaheim
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma (3)
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Limited Partners:
Capital contributions,
net of offering
expenses(187,994
Units of Limited
Partnership Interest) 169,121,150 - - 169,121,150
Tax allowance cash
distribution (6,291,459) - - (6,291,459)
Cumulative cash
distributions (134,415,710) - - (134,415,710)
Cumulative income 61,226,307 41,659,801 1a 18,595,071 2a 121,481,179
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89,640,288 41,659,801 18,595,071 149,895,160
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Total Partners'
Capital 90,609,299 42,080,607 18,782,900 151,472,806
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TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 168,452,719 $ 39,587,470 $ 20,782,900 $ 228,823,089
============== ============= ============= =============
See Notes to Pro Forma Consolidated Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THIRTY-NINE WEEK PERIOD ENDED SEPTEMBER 25, 1998
(UNAUDITED)
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Wincom Anaheim
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
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REVENUES:
Operating revenues $ 41,040,559 $ (5,182,388) 1c $ (2,937,525) 2b $ 32,920,646
Interest 2,167,112 - - 2,167,112
Gain on sale of C-ML
Radio 2,765,607 - - 2,765,607
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Total revenues 45,973,278 (5,182,388) (2,937,525) 37,853,365
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COSTS AND EXPENSES:
Property operating 13,727,244 (2,318,786) 1c (1,409,360) 2b 9,999,098
General and
administrative 10,031,828 (883,567) 1c (947,725) 2b 8,200,536
Depreciation and
amortization 5,520,799 (57,354) 1c (264,702) 2b 5,198,743
Interest expense 3,812,481 (273,393) 1c - 3,539,088
Management fees 908,753 (52,720) 1c (28,388) 2b 827,645
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Total costs and
expenses 34,001,105 (3,585,820) (2,650,175) 27,765,110
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NET INCOME $ 11,972,173 $ (1,596,568) $ (287,350) $ 10,088,255
============= ============ ============ ============
PER UNIT OF LIMITED
PARTNERSHIP INTEREST:
NET INCOME $ 63.05 $ 53.13
============ ============
NUMBER OF UNITS 187,994
============ 187,994
============
See Notes to Pro Forma Consolidated Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 26, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
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Wincom Anaheim
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
------------- ------------- ------------- -------------
REVENUES:
Operating revenues $ 53,223,983 $ (6,995,768) 1c $ (3,950,833) 2b $ 42,277,382
Interest 3,352,983 - - 3,352,983
Gain on sale of WREX 2,005,498 - - 2,005,498
Gain on sale of KATC 1,697,227 - - 1,697,227
-------------- ------------ ------------ -------------
Total revenues 60,279,691 (6,995,768) (3,950,833) 49,333,090
-------------- ------------ ------------ -------------
COSTS AND EXPENSES:
Property operating 19,201,288 (3,107,266) 1c (1,856,714) 2b 14,237,308
General and
administrative 7,858,645 (1,199,356) 1c (1,273,523) 2b 5,385,766
Depreciation and
amortization 7,457,623 (105,027) 1c (472,483) 2b 6,880,113
Interest expense 5,082,776 (405,893) 1c - 4,676,883
Management fees 1,211,671 (70,294) 1c (37,850) 2b 1,103,527
-------------- ------------ ------------ -------------
Total costs and
expenses 40,812,003 (4,887,836) (3,640,570) 32,283,597
-------------- ------------ ------------ -------------
NET INCOME $ 19,467,688 $ (2,107,932) $ (310,263) $ 17,049,493
============== ============ ============ =============
PER UNIT OF LIMITED
PARTNERSHIP INTEREST:
NET INCOME $ 102.52 $ 89.78
============= =============
NUMBER OF UNITS 187,994 187,994
============= =============
See Notes to Pro Forma Consolidated Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Pro Forma adjustments reflect the sale of stock of Wincom and the sale
of substantially all of the assets, other than cash and accounts receivable,
used in the operations of Anaheim. The Pro Forma Consolidated Financial
Statements reflect the above transactions as if they had occurred at the end of
the period for purposes of the Pro Forma Consolidated Balance Sheet dated
September 25, 1998 and the beginning of the fiscal year 1997 for the Pro Forma
Consolidated Statements of Operations for the thirty-nine week period ended
September 25, 1998 and the year ended December 26, 1997.
The pro forma adjustments for the above transactions are codified as
indicated and are as follows:
Wincom.
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(1a) To reflect the sales proceeds of approximately $51.3 million reduced
by: i) an adjustment representing the apportionment of current assets and
liabilities as of the closing date of approximately $1.6 million; ii) the
initial payment of approximately $7.3 million to Chase Manhattan Bank, formerly
known as Chemical Bank, pursuant to its 15% residual interest in the net sales
proceeds; and iii) the deposit of $2.5 million into an Indemnity Escrow Account.
The Partnership received net sales proceeds of approximately $39.9 million
before the repayment of debt described in note 1b below. In addition, the
Partnership intends to hold a portion of the purchase price in reserve to pay
(or reserve for payment of) wind-down expenses, sale-related expenses and other
debts and obligations of the Partnership, including deferred reimbursable
expenses owed to the General Partner. For pro forma purposes as of September 25,
1998 the book value of Wincom's stock was approximately $311,000, thus, the
Partnership recognized a pro forma gain for financial reporting purposes of
approximately $42.1 million.
(1b) To reflect the payment of approximately $2.0 million used to repay in
full the Wincom-WEBE-WICC Loan from sales proceeds. In addition, approximately
$485,000 represents Wincom-WEBE-WICC Loan payments made during the fourth
quarter of 1998.
(1c) To reflect the elimination of Wincom's operations and the disposal of
assets held for sale of Wincom. In addition, to reflect the reduction of
interest expense on the Wincom-WEBE-WICC Loan and management fees to the General
Partner as a result of the sale.
Anaheim.
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(2a) To reflect the sales proceeds of approximately $30.1 million reduced
by the deposit of $1.0 million into an Indemnity Escrow Account. The Partnership
received net sales proceeds of approximately $29.1 million. In addition, the
Partnership intends to hold a portion of the purchase price in reserve to pay
(or reserve for payments of) expenses and liabilities relating to the operations
of the Anaheim Stations prior to the sale as well as wind-down expenses,
sale-related expenses, contingent obligations of the Anaheim Stations and other
debts and obligations of the Partnership, including deferred reimbursable
expenses owed to the General Partner. For pro forma purposes as of September 25,
1998 the book value of substantially all of the assets, other than cash and
accounts receivable, used in the operations of Anaheim was approximately $9.3
million, thus, the Partnership recognized a pro forma gain for financial
reporting purposes of approximately $18.8 million.
(2b) To reflect the elimination of Anaheim's operations and the disposal of
assets held for sale of Anaheim. In addition, to reflect the reduction of
management fees to the General Partner as a result of the sale.
Other.
(3) The Pro Forma Financial Statements do not reflect the amount of a
distribution or amounts to be paid for wind-down expenses, sale related
expenses, contingent obligations of the Anaheim Stations and other debts and
obligations of the Partnership, including all or a portion of deferred expenses
owed to the General Partners from the remaining proceeds.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership 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.
BY: /s/Elizabeth McNey Yates
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Elizabeth McNey Yates
Vice President
Dated: February 12, 1999
