<PAGE>
------------------------
OMB APPROVAL
------------------------
UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION Expires: June 30, 1991
Washington, D.C. 20549 Average estimated burden
hours per response..2.50
FORM 12b-25 ========================
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 000-14871
========================
CUSIP NUMBER
------------------------
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-QSB
|_| Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
---------------------------------
- --------------------------------------------------------------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
ML Media Partners, L.P.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
World Financial Center, South Tower - 14th Floor
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, New York 10080-6114
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
|X| (b) The subject annual report, or semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q,
or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
The registrant was unable to complete all financial information.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Elizabeth McNey Yates. (212) 980-7110
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s).
|X| Yes |_| No
- --------------------------------------------------------------------------------
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. See attached
explanation on Exhibit "A".
================================================================================
ML Media Partners, L.P.
-----------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
By: Media Management Partners
By: RP Media Management
By: IMP Media Management, Inc.
Date: March 31, 2000 By: s/Elizabeth McNey Yates
-------------------- -------------------------------
Executive Vice President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240. 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
<PAGE>
deneen
EXHIBIT A
Income. Total income generated during the year ended December 31, 1999
aggregated $148,807,455, compared to $59,921,518 for the year ended 12/25/1998.
The increase in revenue for the year ended 12/31/99, from the prior year period
is primarily due to a gain of approximately $101.0 million on the sales of the
Anaheim Stations, the Cleveland Station and the Connecticut Stations, offset by
a decrease in operating revenues of approximately $11.1 million as a result of
the sales.
Expenses. Total expenses incurred during the year ended December 31,
1999 aggregated $32,741,475 compared to $45,752,074 for the year ended
12/25/1998. The decrease in total expenses for the year ended 12/31/99, from the
prior year period is primarily due to the sales of the Anaheim Stations, the
Cleveland Station and the Connecticut Stations.
Net income and earnings per share. Net income and earnings per share during the
year ended December 31, 1999 aggregated $116,065,980 and $611.22, respectively,
compared to $14,169,444 and $74.62, respectively, for the year ended 12/25/1998.
The increase in net income for the year ended 12/31/99, from the prior year
period is primarily due to a gain of approximately $101.0 million on the sales
of the Anaheim Stations, the Cleveland Station and the Connecticut Stations.
1
<PAGE>
ML MEDIA PARTNERS, L.P.
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
1999 1998 1997
---- ---- ----
Partnership Operating
Revenues and Expenses:
REVENUES:
Operating revenues $ 35,162,727 $ 32,575,174 $ 29,404,870
Interest 4,557,395 2,737,050 3,352,983
------------ ------------ ------------
Total revenues 39,720,122 35,312,224 32,757,853
------------ ------------ ------------
COSTS AND EXPENSES:
Property operating 8,156,049 9,369,196 8,158,973
General and administrative 10,469,605 9,012,746 3,313,599
Depreciation and amortization 4,330,765 6,497,946 6,143,721
Interest expense 3,750,709 4,561,180 4,412,510
Management fees 1,092,517 1,207,688 1,211,671
Write-off of fixed assets - 859,078 -
------------ ------------ ------------
Total costs and expenses 27,799,645 31,507,834 23,240,474
------------ ------------ ------------
Income from
continuing
operations 11,920,477 3,804,390 9,517,379
------------ ------------ ------------
- --------------------------------------------------------------------------------
DISCONTINUED
OPERATIONS:
Income from discontinued
operations - Radio Station
Segment 3,184,469 7,612,079 6,247,584
2
<PAGE>
(Continued on the following page.)
3
<PAGE>
ML MEDIA PARTNERS, L.P.
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999
(continued)
- --------------------------------------------------------------------------------
1999 1998 1997
---- ---- ----
Gain on sale - Radio Station
Segment 100,961,034 2,752,975 -
-------------- ------------- -------------
Gain on sale of television
stations - - 3,702,725
-------------- ------------- -------------
Total discontinued operations 104,145,503 10,365,054 9,950,309
-------------- ------------- -------------
NET INCOME $ 116,065,980 $ 14,169,444 $ 19,467,688
============== ============= =============
PER UNIT OF LIMITED
PARTNERSHIP
INTEREST:
Income from continuing
operations $ 62.78 $ 20.03 $ 50.12
-------------- ------------- -------------
Income from discontinued
operations - Radio Station
Segment 16.77 40.09 32.90
Gain on sale - Radio Station
Segment 531.67 14.50 -
Gain on sale of television
stations - - 19.50
-------------- ------------- -------------
548.44 54.59 52.40
-------------- ------------- -------------
NET INCOME $ 611.22 $ 74.62 $ 102.52
-------------- ------------- -------------
Number of Units 187,994 187,994 187,994
============== ============= =============
4
