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
September 30, 1994 0-16690
(Date of earliest event reported) (Commission File Number)
ML MEDIA OPPORTUNITY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
New York 13-3429969
(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
(Address of Principal Executive Offices) (Zip Code)
(212) 236-6577
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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Item 2 - Acquisition or Disposition of Assets
On September 30, 1994, the Amended Prepackaged Plan of
Reorganization of Maryland Cable Corp. ("Maryland Cable") and
Maryland Cable Holdings Corp. ("Holdings") (the "Prepackaged
Plan") was consummated. Pursuant to the Prepackaged Plan,
Maryland Cable and Holdings were liquidated into Maryland Cable
Partners, L.P., a newly formed limited partnership ("Newco"). As
a result of the liquidation, Newco acquired all of the assets of
Maryland Cable, subject to all of the liabilities of Maryland
Cable that were not discharged pursuant to the Prepackaged Plan.
Under the Prepackaged Plan, the Registrant received a 4.9%
interest in Newco in satisfaction of (i) the $3,600,000 in
subordinated promissory notes held by Registrant, plus accrued
interest thereon, (ii) the $5,379,833 in deferred management fees
payable to Registrant, and (iii) certain other amounts payable to
Registrant. Registrant immediately exercised its right to sell
its 4.9% interest in Newco to Water Street Corporate Recovery
Fund I, L.P. (the holder of 85% of the outstanding principal
amount of the 15-3/8% Subordinated Discount Notes due 1998 of
Maryland Cable) and certain other holders of the Notes for an
aggregate price of $2,846,423. Upon the consummation of the
Prepackaged Plan, ML Cable Partners, which is 99% owned by
Registrant, received payment in full of the unpaid portion of the
$6,830,000 participation in the senior bank debt of Maryland
Cable held by ML Cable Partners, together with accrued interest
thereon. In addition, MultiVision Cable TV Corp. received a
payment of $500,000 in partial settlement of severance and other
costs relating to the termination of MultiVision as manager of
the Maryland Cable cable systems.
Registrant is also entitled to receive a management fee of
approximately $450,000 for managing the Maryland Cable cable
systems from January 1, 1994 through September 30, 1994, which
fee is payable on or before November 30, 1994.
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 OPPORTUNITY PARTNERS, L.P.
By: RP Opportunity Management,
L.P., General Partner
By: IMP Opportunity Management,
Inc.
Dated: October 17, 1994 By: s/ Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
