SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended
December 31, 1994
0-16690
(Commission File Number)
ML MEDIA OPPORTUNITY PARTNERS, L.P.
(Exact name of registrant as specified in its governing
instruments)
Delaware
(State or other jurisdiction of organization)
13-3429969
(IRS Employer Identification No.)
World Financial Center
South Tower - 14th Floor
New York, New York 10080-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 236-6577
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in a definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Documents incorporated by reference:
Part I - Pages 13 through 22 and 41 through 50 of Prospectus of
Registrant, dated December 11, 1987, filed pursuant to Rule
424(b) under the Securities Act of 1933.
Item l. Business
Formation
ML Media Opportunity Partners, L.P. ("Registrant"), a Delaware
limited partnership, was organized on June 23, 1987. Media
Opportunity Management Partners, a New York general partnership
(the "General Partner"), is Registrant's sole general partner.
The General Partner is a joint venture, organized as a general
partnership under New York law, between RP Opportunity
Management, L.P. ("RPOM") and ML Opportunity Management Inc.,
("MLOM"). MLOM is a Delaware corporation and an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. and an affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S").
RPOM is organized as a limited partnership under Delaware law,
the general partners of which are EHR Opportunity Management,
Inc., and IMP Opportunity Management Inc. As a result of the
death of Elton H. Rule, the owner of EHR Opportunity Management,
Inc., the general partner interest of EHR Opportunity Management,
Inc. may either be acquired by IMP Opportunity Management Inc. or
its designee. The General Partner was formed for the purpose of
acting as general partner of Registrant.
Registrant is engaged in the business of acquiring, financing,
holding, developing, improving, maintaining, operating, leasing,
selling, exchanging, disposing of and otherwise investing in and
dealing with media businesses and direct and indirect interests
therein. During 1994, Registrant continued its operations phase
while selling or disposing of a significant portion of its
investments.
Registrant received initial capitalization of $4,000 and $100
from the General Partner and initial limited partner,
respectively. On January 14, 1988, Registrant commenced the
offering through MLPF&S of up to 120,000 units of limited
partnership interest ("Units") at $1,000 per Unit. The
Registration Statement was filed on July 1, 1987 pursuant to the
Securities Act of 1933 under Registration Statement No. 33-15502
which was declared effective on December 11, 1987
(the "Registration Statement"). On March 23, 1988, Registrant
had its first closing on the sale of 99,131 units of limited
partnership interest, and the General Partner admitted additional
limited partners to Registrant. On April 27, 1988, Registrant
had its second closing on the sale of 13,016 units of limited
partnership interest, and the General Partner admitted additional
limited partners to Registrant. As of December 31, 1994, total
limited partners' and General Partner's capital contributions
were $112,147,100 and $1,132,800, respectively. Reference is
made to the prospectus dated December 11, 1987 filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(3)
under the Securities Act of 1933. Pursuant to Rule 12b-23 of the
Securities and Exchange Commission's General Rules and
Regulations promulgated under the Securities Exchange Act of
1934, as amended, the description of Registrant's business set
forth under the heading "Risk and Other Important Factors" at
pages 13 through 22 and under the heading "Investment Objectives
and Policies" at pages 41 through 50 of the above-referenced
prospectus is hereby incorporated herein by reference.
Media Properties
As of December 31, 1994, Registrant's investments in media
properties consist of a radio station in Virginia, an ownership
of approximately 2.4% of the stock of a cellular
telecommunications company based in California, a controlling
interest in a broadcast and cable television production company
in California, a minority investment in an affiliated group of
companies based in London, England engaged in programming
distribution and related businesses, and a 51.005% ownership
interest in a partnership (which it is currently marketing for
sale) which owns three television stations in Georgia, Indiana
and Missouri. On May 18, 1994, Registrant completed the sale of
the assets of its cable television systems in North Carolina
("the Windsor Systems") (see below). In addition, effective
September 30, 1994, Registrant disposed of the business and
assets of its cable television systems in Maryland ("Maryland
Cable") (see below). Furthermore, Registrant entered into an
agreement, effective January 25, 1994, to sell its radio station
in Virginia ("WMXN-FM"), which sale was consummated on February
21, 1995. Finally, effective January 13, 1995, Registrant
entered into a non-binding letter of intent to sell the stock of
Avant Development Corporation, the corporation which owns
television station WRBL-TV (see below).
Windsor Systems
On April 13, 1988, Registrant purchased all of the assets of the
community antenna television systems owned by Windsor
Cablevision, Inc. ("Windsor") serving four communities in North
Carolina (the "Windsor Systems"). The purchase price of the
Windsor Systems was $4,287,500, of which $1,257,500 was paid for
in cash and $3,030,000 was financed by a seller note (the
"Windsor Note") payable over a ten year period in equal monthly
installments of principal and interest, and bearing interest at a
rate of 9% per annum. Payments under the Windsor Note were
secured solely by a security interest in the assets of the
Windsor Systems.
On May 18, 1994, Registrant sold the assets of the Windsor
Systems to Tar River Communications Inc. ("Tar River") for
$3,443,200, subject to post-closing adjustments. At closing,
Registrant repaid the $2,050,058 of principal and interest then
due under the Windsor Note, as required by the terms of the
Windsor Note. In addition, as required by the Asset Purchase
Agreement with Tar River, at closing, $342,160 was placed into
two separate escrow accounts to cover the potential costs of
improving pole attachments as well as other possible post-closing
expenses. A significant portion of the remaining $1,050,982 of
sale proceeds will be used to cover certain pre-closing
liabilities to third parties, as well as the final closing costs
of the transaction. Registrant recognized a gain of $600,000 for
financial reporting purposes in 1994 on the sale of the Windsor
Systems.
Maryland Cable Corp.
On May 13, 1988, Registrant entered into a Securities Purchase
Agreement (the "Prime Agreement") with various entities (the
"Prime Sellers") that, directly or indirectly, owned all the
partnership interests in Prime Cable of Maryland Limited
Partnership ("Prime Cable"). Prime Cable owned and operated
cable television systems in the suburban Washington, D.C. areas
of northern Prince George's County, Maryland and Leesburg,
Virginia (herein referred to as the "Maryland Cable Systems" or
the "Systems"). The cable television system owned and operated
(prior to the sale discussed below) in Leesburg, Virginia is
herein referred to as the "Leesburg System."
The purchase of Prime Cable (the "Acquisition") closed on
November 17,1988. The purchase price was $198,000,000, of which
approximately $54,152,000 was used to repay Prime Cable's
existing long-term debt and the balance of which was paid to the
Prime Sellers. Registrant also incurred approximately $7,000,000
in financing costs and other transaction fees. Registrant
effected the purchase of Prime Cable through its subsidiaries
Maryland Cable Holdings Corp. ("Holdings") and Maryland Cable
Corp. ("Maryland Cable"), which was wholly-owned by Holdings.
On September 30, 1993, Maryland Cable consummated the sale of the
Leesburg System to Benchmark Acquisition Fund I Limited
Partnership (the "Buyer") for a base payment of approximately
$10,180,000, of which $7,250,000 was paid to Citibank, N.A., to
discharge $6,750,000 of bank debt and to pay a fee of $500,000
due in connection with the 1991 amendment to the Maryland Cable
Loan Agreement. An additional amount of $250,000 was deposited
into an indemnity escrow account for a period of one year.
Following the payment of certain fees and expenses, Maryland
Cable retained approximately $2,480,000 in proceeds and was
entitled to additional payments following the closing based upon
the amount of its accounts receivable, the number of subscribers
served at closing and certain other adjustments. The Buyer is an
affiliate of Benchmark Communications but is not affiliated with
Maryland Cable or Registrant. This sale resulted in an
approximate $4.0 million gain for financial reporting purposes.
As of September 30, 1993 (the date of sale of the Leesburg
System), the Leesburg System represented approximately 6.5% of
the basic subscribers of Maryland Cable. In addition, as of
September 30, 1993, the Leesburg System's gross revenues
represented approximately 4% of Maryland Cable's gross revenues.
Despite the restructuring on September 6, 1991 of its senior bank
credit arrangements (as restructured the "Amended Credit
Agreement") and despite the sale of the Leesburg System, Maryland
Cable was unable to repay the principal amount due under the
Amended Credit Agreement ($85 million) when such borrowings
matured on December 31, 1993. On January 18, 1994, as a result of
the default under the Amended Credit Agreement, the holders of
the senior bank debt exercised their rights under events of
default to collect Maryland Cable's lockbox receipts and apply
such receipts towards the repayment of the outstanding senior
bank debt, related accrued interest, and fees and expenses. As
of March 9, 1994, one day prior to the filing of the Prepackaged
Plan (see below), the holders of the senior bank debt applied
approximately $4,800,000 in lockbox receipts towards the
repayment of the outstanding senior bank debt. Also, as a result
of the default of the senior bank debt, there was also a default
under Maryland Cable's Senior Subordinated Discount Notes due
1998 (the "Discount Notes").
On December 31, 1993, Registrant, Maryland Cable, Holdings and ML
Cable Partners (see below) entered into an Exchange Agreement
with Water Street Corporate Recovery Fund I, L.P. (the "Water
Street Fund") providing for a restructuring of Maryland Cable.
The Water Street Fund held approximately 85% of the outstanding
principal amount of the Discount Notes. Also, as of December 31,
1993, another holder of the Discount Notes (representing 7% of
the outstanding principal amount) joined in the Exchange
Agreement.
As of March 10, 1994 requisite approvals for the restructuring of
Maryland Cable outlined in the Exchange Agreement had not been
received from the requisite 99% of the holders of the Discount
Notes or from the senior lenders under the Amended Credit
Agreement. As a result, as provided for in the Exchange
Agreement, on March 10, 1994 Maryland Cable and Holdings filed a
consolidated plan of reorganization of Maryland Cable and
Holdings (as originally filed and, as amended (see below), the
"Prepackaged Plan") under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court-Southern
District of New York (the "Bankruptcy Court"). On May 2, 1994,
the Bankruptcy Court confirmed the Amended Prepackaged Plan of
Reorganization of Maryland Cable and Holdings (the "Prepackaged
Plan").
On September 30, 1994, 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, 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 the Water Street Fund 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 Systems. Registrant
recognized a gain for financial reporting purposes on the
disposition of Maryland Cable of approximately $130 million.
Such gain resulted primarily from the forgiveness of debt at the
subsidiary level and is classified as an extraordinary gain on
Registrant's Consolidated Statements of Operations.
Included in this gain is a $450,000 management fee which
Registrant is entitled to receive for managing the Maryland Cable
Systems from January 1, 1994 through September 30, 1994.
WMXN-FM
On May 10, 1989 Registrant purchased all of the assets of radio
station WXRI-FM in Norfolk, Virginia, which it renamed WZCL-FM
upon acquisition and subsequently renamed WMXN-FM ("WMXN-FM").
The purchase price of approximately $5 million was funded solely
with Registrant equity.
Registrant entered into an agreement (the "Option Agreement"),
effective January 25, 1994, with US Radio, Inc. ("US Inc."), a
Delaware corporation, and an affiliated entity, US Radio, L.P.
("US Radio"), a Delaware limited partnership, neither of which is
affiliated with Registrant. Pursuant to the Option Agreement,
Registrant granted US Inc. an option (the "Call"), exercisable at
any time prior to January 15, 1995, to purchase substantially all
of the assets of WMXN-FM (the "Assets") for a cash price of $3.5
million. On September 23, 1994, US Inc. exercised the Call. On
October 24, 1994, Registrant and US Radio of Norfolk, Inc. ("US
Norfolk"), an affiliate of US Inc. to which US Inc. assigned its
option to purchase WMXN-FM, filed an application with the FCC
requesting assignment of the license of WMXN-FM from Registrant
to US Norfolk pursuant to the terms of an Asset Purchase
Agreement.
Following receipt of FCC approval, on February 21, 1995, US
Norfolk purchased WMXN-FM for approximately $3.5 million, subject
to future adjustment based on a post-closing accounting
reconciliation between US Norfolk and Registrant required by the
Asset Purchase Agreement. Registrant does not currently
anticipate that such potential future adjustment will be
material. Following payment of a transaction fee to a third
party unaffiliated with Registrant and/or its affiliates,
approximately $3.3 million was remitted to Registrant. In
addition, on March 7, 1995, approximately $400,000 was returned
to Registrant from WMXN-FM's cash balances.
Effective January 31, 1994, Registrant entered into a Time
Brokerage Agreement (the "LMA") with US Radio. The LMA called
for Registrant to make broadcasting time available on WMXN-FM to
US Radio and for US Radio to provide radio programs to be
broadcast on WMXN-FM, subject to certain terms and conditions,
including the rules and regulations of the FCC. In exchange for
providing broadcasting time to US Radio, Registrant received a
monthly fee approximately equal to its cost of operating WMXN-FM.
The LMA continued until the consummation of the acquisition of
WMXN-FM by US Norfolk. (see above)
General Cellular Corporation
On May 24, 1989, Registrant entered into a subscription and
purchase agreement (the "Subscription Agreement") to purchase
500,000 shares of Series A Convertible Preferred Stock
("Preferred Stock") of General Cellular Corporation ("GCC") at
$30 per share, for a total subscription of $15 million. GCC is a
California-based owner and operator of cellular telephone
systems. In 1990, Registrant wrote down the value of its
investment in GCC by $15,000,000, the full value of its preferred
stock investment in GCC, because of GCC's inability at that time
to raise the financing critical to its viability as a going
concern.
On or about July 30, 1991, GCC's primary lender, NovAtel, sold
its loans due from GCC and its rights under the loan agreements
with GCC to an investor group named GCC Holdings Corporation,
which was comprised primarily of Hellman and Friedman and Stanton
Communications, Inc. (the "Investors"). GCC and the Investors
agreed to pursue a plan of reorganization by which most of that
debt would be converted into 90% ownership of GCC. On October
21, 1991, GCC filed a bankruptcy petition and plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
implement this reorganization plan.
On November 1, 1991, in connection with the plan of
reorganization, Registrant sold a $500,000 note that it purchased
on June 15, 1990 to the Investors for $275,000 in cash.
On March 17, 1992, a plan of reorganization under Chapter 11 of
the U.S. Bankruptcy Code became effective, in which GCC was
recapitalized by an investor group comprised primarily of the
Investors. As part of the plan of reorganization, GCC's
outstanding debt, which had previously been purchased by Hellman
and Friedman, was reduced from approximately $97 million to $20
million. Under the plan, Registrant's 500,000 shares of
Preferred Stock were converted to 199,281 shares of common stock,
prior to the effect of Registrant's exercise of rights pursuant
to a rights offering. The rights offering provided that existing
shareholders, including Registrant, could purchase additional
ownership in GCC. Each right consisted of the right to purchase
from GCC a unit consisting of one share of common stock and $9.09
in principal amount of senior notes, for a total unit price of
$19.09. On March 4, 1992, Registrant exercised 52,384 rights,
for a total price of $1,000,011. By exercising these rights,
Registrant purchased: a) 52,384 shares of common stock of GCC,
which increased Registrant's ownership position in GCC to 251,665
shares; and b) senior notes with a face value of $476,171. On
August 19, 1992, GCC redeemed the senior notes, repaying to
Registrant $476,171, plus accrued interest.
On October 26, 1992, GCC completed a second rights offering
pursuant to which existing shareholders, including Registrant,
were issued rights to purchase one additional share of common
stock for each 1.75 shares owned, for a price of $10.00.
Registrant purchased 100,000 additional shares for an investment
of $1,000,000. In addition, Registrant sold 43,809 rights to
purchase shares for a price of $120,000 to an unaffiliated
entity. GCC raised $25,281,000 in the offering to assist it in
completing its business plan of purchasing and operating clusters
of cellular systems in certain geographic areas.
Effective November 3, 1993, Registrant sold 61,160 rights to
purchase shares for a price of $100,000 to several unaffiliated
entities.
On January 20, 1994, the majority stockholders of GCC and certain
holders of interest in MARKETS Cellular Limited Partnership
("Markets"), and PN Cellular, Inc. ("PNCI") executed a Memorandum
of Intention (the "Memorandum") pursuant to which the parties
thereto expressed their intent to effect a proposed business
combination of GCC and Markets.
Registrant executed an Exchange Agreement and Plan of Merger
("Agreement"), dated July 20, 1994, to which the majority
stockholders of GCC and the majority owners of Markets are
parties. Pursuant to the Agreement, Registrant exchanged its
shares in GCC for an equal number of shares in Western Wireless
Corporation ("WWC"), a new company which was organized to own the
equity interest of GCC and Markets. Following the consummation
of the business combination on July 29, 1994, WWC became the
owner of 100% of the Partnership's interests in Markets and
approximately 95% of the outstanding common stock of GCC. WWC
holds and operates cellular licenses covering approximately 5.6
million net pops (defined as the population in an area covered by
a cellular franchise) including pending acquisitions.
Registrant's shares represent approximately 2.4% of WWC. The
parties have entered into a stockholders agreement containing
certain restrictions on transfer, registration rights and
corporate governance provisions.
Paradigm Entertainment
On June 15, 1989, Registrant entered into a Limited Partnership
Agreement (the "Paradigm Agreement") with ML Media Opportunity
Productions, Inc. ("Productions"), the Gary L. Pudney Co. ("GLP
Co."), and Bob Banner Associates Inc. ("Associates") to form
Paradigm Entertainment L.P. ("Paradigm"), a broadcast and cable
television production company based in California. Productions
is a corporation, 100% owned by Registrant, formed to hold a 1%
general partnership interest in Paradigm. Initially, Registrant
owned 49% of Paradigm as a limited partner, while GLP Co. and
Associates each had a 25% ownership share in Paradigm as general
partners. GLP Co. pledged the exclusive services of Gary L.
Pudney and Associates pledged the exclusive services of Bob
Banner for the duration of Paradigm's operations. Registrant
committed to fund up to $10 million to Paradigm, to be
contributed over a period of up to five years.
On May 31, 1991, Registrant, Productions, GLP Co. and Associates
entered into a new agreement (the "Revised Paradigm Agreement")
that amended the original Paradigm Agreement. Under the terms of
the Revised Paradigm Agreement, effective June 16, 1991 the
general partner interests of GLP Co. and Associates in Paradigm
were converted to limited partner interests. GLP Co. and
Associates each retained their 25% ownership in Paradigm and
Registrant retained its 50% beneficial interest. Under the terms
of the Revised Paradigm Agreement, Paradigm retained ownership of
all program concepts developed by Paradigm prior to June 15,
1991, but assigned the task of further developing these program
concepts to GLP Co. and/or Associates as independent contractors.
Per the Revised Paradigm Agreement, if GLP Co. or Associates were
to develop any new program concepts during the period in which
they were acting as independent contractors for Paradigm, GLP Co.
or Associates would be required to offer Paradigm the right to
finance the production of such program concepts. Regardless of
Paradigm's decision to finance the further development of the new
program concepts, Paradigm would receive a share of the profits
and fees, if any, from such new program concepts.
The consulting agreements described above expired on December 31,
1991. Effective with the expiration, Associates continued,
without a formal agreement, to develop projects to offer to
Paradigm. As was the case under the Revised Paradigm Agreement,
Registrant had the option of financing such projects in return
for equity interests in such projects. During 1992, Registrant
advanced approximately $1.0 million to Paradigm to fund
Paradigm's operations and the production of its television
programs. Offsetting these advances during 1992, Paradigm
returned to Registrant $2.5 million of such advances, which
Paradigm received from broadcasters as fees for movies produced.
Effective June 23, 1992, Paradigm and Associates entered into a
new general partnership agreement forming Bob Banner Associates
Development ("BBAD"). During 1992, pursuant to this new general
partnership arrangement between Paradigm and Associates, Paradigm
advanced approximately $942,000 and Associates advanced
approximately $457,000 to fund BBAD's operations and the
development of certain programming concepts. Initially, Paradigm
owned 67% and Associates owned 33% of BBAD, based on their
capital contributions to BBAD. In addition, Associates
contributed an additional approximately $0.7 million and Paradigm
contributed approximately $0.3 million from existing cash
balances during 1993 to fund BBAD's operations. As of December
31, 1994, Registrant had advanced a total of approximately $7.5
million to Paradigm (net of funds returned by Paradigm).
Paradigm and/or BBAD are not currently producing television
programs and Registrant has not advanced any funds to Paradigm
and/or BBAD since the second quarter of 1992. Registrant has
agreed in principle with Associates on the terms of an agreement
under which Paradigm would retain the three television movies and
the series developed by it, and the other projects and program
concepts developed by Paradigm and/or BBAD would be assigned to
Associates, and Paradigm would retain a percentage interest in
all such projects and concepts. It is Registrant's intention,
following the execution of a definitive agreement encompassing
these terms, to attempt to sell its interest in Paradigm and/or
BBAD. However, it is unlikely that Registrant will recover more
than a nominal portion, if any, of its original investment in
Paradigm and/or BBAD.
Investments and EMP, Ltd.
On September 1, 1989, Registrant entered into various agreements
with Peter Clark ("Clark") and Alan Morris ("Morris") to form
U.K. entities (the "Media Ventures Companies") that would develop
and invest in media businesses in Europe. Pursuant to the terms
of these agreements, Registrant advanced $2.0 million to Media
Ventures Investments ("Investments") and its predecessors between
1989 and December 31, 1991. During 1991, and following
Registrant's decision not to advance additional funds to the
Media Ventures Companies beyond Registrant's initial $2.0 million
commitment, the Media Ventures Companies secured funding from a
third party, ALP Enterprises, Inc. ("ALP Enterprises") to allow
the Media Ventures Companies to continue their operations. Due
to: (i) Registrant's unwillingness to advance additional funds to
the Media Ventures Companies; and (ii) the Media Ventures
Companies' resultant reliance on funding form ALP Enterprises,
Registrant's ownership in the Media Ventures Companies was
diluted -- through a number of restructurings of the ownership of
the Media Ventures Companies -- as ALP Enterprises advanced funds
to the Media Ventures Companies.
As of December 31, 1993, the Media Ventures Companies had
started, or made investments in, a number of media businesses,
including an investment in 1992 in Teletext U.K., Ltd.
("Teletext"), a newly formed U.K. corporation organized to
acquire U.K. franchise rights to provide data in text form to
television viewers via television broadcast sidebands. The
investment of the Media Ventures Companies in Teletext was
initially held by European Media Partners, Ltd. ("EMP, Ltd."),
the primary operating holding company organized by the Media
Ventures Companies. Following a July 30, 1993 restructuring,
EMP, Ltd. was owned 13.8% by Registrant, 45.6% by Clarendon (a
company controlled by the founders and management of the Media
Ventures Companies),and 40.6% by ALP Enterprises. Registrant
also owned 36.8% of the common stock of Investments (which was,
and remains, essentially inactive), ALP Enterprises owned 13.8%,
Clarendon owned 41.4%, and Charles Dawson (who manages a business
in which the Media Ventures Companies have an investment) owned
8.0%.
During 1994, the Media Ventures Companies continued to distribute
television programs and to monitor the Teletext investment held
by MVT (see below), and to attempt to expand the operations of
the Media Ventures Companies into new areas of European media.
Effective August 12, 1994, Registrant and EMP, Ltd. restructured
the ownership of EMP, Ltd. and certain of its subsidiaries in
order to enable EMP, Ltd. to attract additional capital from ALP
Enterprises and other potential third party investors. In the
restructuring, based on certain representations from EMP, Ltd.
and ALP Enterprises, Registrant sold to Clarendon and ALP
Enterprises for nominal consideration Registrant's shares in EMP,
Ltd. Simultaneously, Registrant and EMP, Ltd. entered into an
agreement whereby EMP, Ltd.'s 10% interest in Teletext was
transferred, together with a pound sterling 350,000 loan
(approximately $543,000 at then-current exchange rates) from EMP, Ltd.
to a newly formed entity, MV Technology Limited ("MVT"). After the transfer,
Registrant owns 13.8% of the issued common shares of MVT, while
EMP, Ltd. owns the remaining 86.2%. MVT's sole purpose is to
manage its 10% interest in Teletext. Registrant has the right to
require EMP, Ltd. to purchase Registrant's interest in MVT at any
time between December 31, 1994 and December 31, 1997. EMP, Ltd.
has the right to require Registrant to sell Registrant's interest
in MVT to EMP, Ltd. at any time between September 30, 1995 and
September 30, 1998. MVT will pay an annual fee to EMP, Ltd. for
management services provided by EMP, Ltd. in connection with
overseeing MVT's investment in Teletext. Following the
restructuring, Registrant no longer has any interest in EMP, Ltd.
Registrant elected not to advance for the funds to investments or
MVT. It is likely that Registrant will not recover the majority
of its $2 million investment in Investments either from
Investments or from MVT.
TCS Television Partners
On January 17, 1990, Registrant entered into a limited
partnership agreement with Riverdale Media Corporation
("Riverdale"), forming TCS Television Partners, L.P. ("TCS").
The agreement was subsequently amended to include Commonwealth
Capital Partners, L.P. ("Commonwealth"),which is not affiliated
with Registrant, as a limited partner. Initially, Riverdale was
the general partner of TCS, and owned 20.01% of the entity.
Registrant and Commonwealth were limited partners owning 41% and
38.99%, respectively. Riverdale contracted with ML Media
Opportunity Consulting Partners, a wholly-owned subsidiary of
Registrant, to provide management services for TCS.
On June 19, 1990, TCS completed its acquisition of three network
affiliated television stations; WRBL-TV, the CBS affiliate
serving Columbus, Georgia; WTWO-TV, the NBC affiliate serving
Terre Haute, Indiana; and KQTV-TV, the ABC affiliate serving St.
Joseph, Missouri.
The purchase price of $49 million, a non-compete payment of $7
million, and starting working capital and closing costs of
approximately $5 million were funded by the sale by TCS of senior
notes totaling $35 million and subordinated notes totaling $10
million, and by equity contributions of $16 million, of which
approximately $8.15 million was contributed by Registrant.
On December 14, 1992, Registrant concluded agreements to
restructure the debt and ownership arrangements of TCS. TCS had
been unable to generate sufficient funds from operations to meet
fully its original obligations under its note purchase
agreements. TCS's senior debt was amended to reschedule
principal payments, and its subordinated lenders agreed to defer
all scheduled interest and principal payments through December
15, 1995. As payment for a transaction fee, the senior lenders
were issued additional notes, due May 31, 1997, in the amount of
$350,000. Also, upon sale of the stations or retirement of the
debt, the subordinated lenders will receive compensation equal to
20% (or 25% in some circumstances) of the value of the assets of
TCS after subtracting all outstanding debt. All previous
defaults under the senior and subordinated debt were waived. The
new debt arrangements were structured to provide TCS with three
years following the restructuring in which to improve operating
performance and avoid selling TCS in the then-illiquid
transaction market for broadcast television stations.
Concurrently with the new debt arrangements, the equity partners
in TCS agreed to seek regulatory approval to alter the ownership
structure of TCS. On March 26, 1993, Registrant was granted such
approval by the FCC. As a result, on March 26, 1993, Registrant
and Commonwealth purchased the 20.01% ownership interest held by
Riverdale. On March 26, 1993, a wholly-owned subsidiary of
Registrant, TCS Television, Inc., ("TCS, Inc.") became the new
sole general partner of TCS and Registrant's total ownership
interest in TCS increased from 41% to 51.005% (1% of which is the
general partner interest). Registrant utilized approximately
$170,000 of its working capital reserve to purchase its share of
Riverdale's interest.
TCS was in default of covenants under its note agreements as of
December 31, 1994, and failed to make scheduled principal
payments during 1994 and in February, 1995. TCS engaged in
discussions with its note holders regarding a potential
restructuring of TCS's note agreements, but ultimately decided to
pursue a sale of the TCS stations. Registrant engaged Furman
Selz Incorporated to assist it in marketing the TCS television
stations for sale. The marketing of the sale of such stations
commenced in December of 1994. It is Registrant's intention to
actively pursue a sale of the TCS television stations; however,
Registrant may not be able to reach a final agreement with
potential purchasers on terms acceptable to Registrant. On
January 13, 1995, Registrant entered into a non-binding letter of
intent to sell the stock of Avant Development Corporation
("Avant"), a 100%-owned corporate subsidiary of TCS, Inc. which
owns WRBL-TV, to a third party not affiliated with the General
Partner or any of its affiliates. The sale of Avant is subject
to negotiation of a definitive purchase and sale agreement and
numerous other conditions. The ultimate transfer of the license
of WRBL-TV to a potential buyer, via the sale of the stock of
Avant, will also be subject to the prior approval of the FCC.
Whether or not Registrant is able to sell the TCS television
stations, it is unlikely that Registrant will recover more than a
nominal amount of its investment in TCS.
Refer to Notes 2 and 5 of "Item 8. Financial Statements and
Supplementary Data" for further information regarding TCS' debt.
IMP\INTELIDATA
On June 22, 1990, Registrant entered into a limited partnership
agreement whereby Registrant and ML Media International, Inc. (a
wholly-owned subsidiary of Registrant), together with Venture
Media & Communications, L.P. and Tyler Information Strategies,
Inc. ("Tyler") (both of which are unaffiliated with Registrant)
formed International Media Publishing, L.P. ("IMPLP") and its
wholly-owned subsidiary, International Media Publishing, Inc.
("IMPI") to develop European business information businesses.
IMPLP/IMPI originally developed, produced and marketed a
newsletter and certain related products focussing on European
media business and finance. In the fourth quarter of 1991,
Registrant expanded IMPLP/IMPI's European business information
activities by acquiring -- through a newly-formed corporation,
Intelidata Limited ("Intelidata") -- a division of Logica plc (a
U.K. company unaffiliated with Registrant). IMPLP/IMPI/Intelidata
did not operate profitably, and were dependent on Registrant for
working capital advances. Registrant sought a strategic partner
to invest in IMPLP/IMPI/Intelidata, but was unable to identify
such a partner. Registrant therefore arranged to sell
IMPLP/IMPI/Intelidata, and consummated the sale of the businesses
effective July 1, 1993 (see below). As of July 1, 1993,
Registrant had advanced approximately $4.2 million, and Tyler had
advanced approximately $100,000 (including $50,000 advanced to a
predecessor company of IMPLP) to IMPLP/IMPI/Intelidata.
Effective July 1, 1993, Registrant entered into three
transactions to sell the business and assets of IMPLP/IMPI and
Intelidata. In two separate transactions, Registrant sold the
entire business and substantially all of the assets of IMPLP/IMPI
and a portion of the business and assets of Intelidata to
Phillips Business Information, Inc. ("PBI") for future
consideration based on the revenues of IMPLP/IMPI and the portion
of the Intelidata business acquired by PBI. PBI is not
affiliated with Registrant. At closing, PBI made advances of
$100,000 and $150,000 to IMPLP/IMPI and Intelidata, respectively,
which advances would be recoverable by PBI from any future
consideration payable by PBI to Registrant. In addition, PBI
agreed to assume certain liabilities of IMPLP/IMPI and
Intelidata.
In the third transaction, Registrant sold the remaining business
and assets of Intelidata, which were not sold to PBI, to Romtec
plc ("Romtec") in exchange for future consideration, based on
both the amount of assets and liabilities transferred to Romtec
and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of
Romtec. In addition, certain liabilities of Intelidata were
assumed by Romtec. Romtec is not affiliated with Registrant.
As a result of the above transactions, Registrant recorded a
writedown of approximately $364,000 of certain assets of
IMPLP/IMPI/Intelidata in the second quarter of 1993 to reduce
Registrant's net investment to a net realizable value of zero.
Subsequent to the sale of the businesses, Registrant advanced net
additional funds totaling approximately $0.1 million to
IMPLP/IMPI and Intelidata to fund cash shortfalls resulting from
the pre-sale claims of certain creditors. Registrant anticipates
that it may make additional such advances to IMPLP/IMPI and
Intelidata during 1995. The total of any Registrant obligations
to fund such advances, including certain contractual obligations,
is not currently anticipated to exceed the amount of the
writedown. It is unlikely that Registrant will recover any
portion of its investment in IMPLP/IMPI/Intelidata.
Employees
As of December 31, 1994, Registrant employed approximately 210
persons. The business of Registrant is managed by the General
Partner. RPOM, MLOM and ML Leasing Management Inc., all
affiliates of the General Partner, perform certain management and
administrative services for Registrant.
COMPETITION
Broadcast Television
Operating results for broadcast television stations are affected
by the availability, popularity and cost of programming;
competition for local, regional and national advertising
revenues; the availability to local stations of compensation
payments from national networks with which the local stations are
affiliated; competition within the local markets from programming
on other stations or from other media; competition from other
technologies, including cable television; and government
regulation and licensing. Due primarily to increased competition
from cable television, with that medium's plethora of viewing
alternatives and from the Fox Network, the share of viewers
watching the major U.S. networks, ABC, CBS, and NBC, has declined
significantly over the last ten years. This reduction in viewer
share has made it increasingly difficult for local stations to
increase their revenues from advertising. The combination of
these reduced shares and the impact of the economic recession at
the beginning of this decade on the advertising market resulted
in generally deteriorating performance at many local stations
affiliated with ABC, CBS, and NBC. Although the share of viewers
watching the major networks has recently leveled off or increased
slightly, additional audience and advertiser fragmentation may
occur if, as planned, one or more of the additional, recently
launched broadcast networks develops program offerings
competitive with those of the more established networks.
Radio Industry
The radio industry is highly competitive and dynamic, and reaches
a larger portion of the population than any other medium. There
are generally several stations competing in an area and most
larger markets have twenty or more viable stations; however,
stations tend to focus on a specific target market by programming
music or other formats that appeal to certain demographically
specific audiences. As a result of these factors, radio is an
effective medium for advertisers as it can have mass appeal or be
focused on a specific market. While radio has not been subject
to an erosion in market share such as that experienced by
broadcast television, it was also subject to the depressed
nationwide advertising market at the beginning of this decade.
Recent changes in FCC multiple ownership rules have led to more
concentration in some local radio markets as a single party is
permitted to own additional stations or provide programming and
sell advertising on stations it does not own.
Registrant is subject to significant competition, in many cases
from competitors whose media properties are larger than
Registrant's media properties.
LEGISLATION AND REGULATION
Radio Industry
In 1992, the FCC adopted substantial changes to its restrictions
on the ownership of radio stations. The new rules allow a single
entity to control as many as twenty AM and twenty FM stations
nationwide. As to ownership within a given market, the maximum
varies depending on the number of radio stations within the
market. In markets with fewer than fifteen stations, a single
entity may control three stations (no more than two of which
could be FM), provided that the combination represents less than
fifty percent of the stations in the market. In contrast, in
markets with fifteen or more radio stations, a single entity may
control as many as two AM and two FM stations, provided that the
combined audience share of the stations does not exceed twenty-
five percent.
In addition, the FCC placed limitations on local marketing
agreements through which the licensee of one radio station
provides the programming for another licensee's station in the
same market. Stations operating in the same service (e.g., both
stations AM) and the same market are prohibited from simulcasting
more than twenty-five percent of their programming. Moreover, in
determining the number of stations that a single entity may
control, an entity programming a station pursuant to a local
marketing agreement is required to count that station toward its
maximum even though it does not own the station.
In addition to these new radio ownership limitations, the pending
television proceeding described below includes proposals for
further relaxation of the FCC's restrictions on ownership of
television and radio stations within the same area.
In addition, in January 1995, the FCC adopted rules to allocate
spectrum for satellite digital audio radio service ("DARS").
Satellite DARS systems potentially could provide for regional or
nationwide distribution of radio programming with fidelity
comparable to compact disks. The FCC will consider service and
licensing regulations in a further rulemaking proceeding. Four
applications for licenses to provide satellite DARS are currently
pending before the FCC. In addition, the FCC has undertaken an
inquiry into the terrestrial broadcast of DARS signals,
addressing, inter alia, the need for spectrum outside the
existing FM band and the role of existing broadcasters.
Registrant cannot predict the outcome of these proceedings.
Television Industry
In June, 1992, the FCC initiated a rule making proceeding
inviting public comment on whether existing television ownership
rules should be revised to allow broadcast television licensees
greater flexibility to respond to growing competition in the
distribution of video programming. Among the proposed changes
are: (1) raising the national television ownership limit from 12
to as many as 24 stations, perhaps restricted by a national
audience reach maximum higher than the current 25%; (2) easing
restrictions on the ownership by a single entity of two
television stations having overlapping signal contours; and
(3) easing the so-called "one-to-a-market" rule that currently
(with some exceptions) prevents the common ownership of a
television station and one or more radio stations in the same
area. The timetable for completion of the proceeding is not
certain, and Registrant cannot predict whether the changes
proposed will in fact be adopted or the impact of such changes on
Registrant's business. Related to this proceeding is another in
which the FCC has invited comment on various proposals to modify
its "attribution" rules. Attribution essentially is the
definition of the kinds of ownership or other interests that
trigger application of the FCC's radio and television ownership
rules. Among the proposals under consideration is one to allow
limited partners in widely held limited partnerships to hold
small equity interests without attribution, even though they do
not meet the so-called "insulation" criteria that might otherwise
exempt them from attribution. Also pending at the FCC is an
inquiry proceeding examining the possible re-imposition of
broadcast commercial time limitations that were repealed by the
FCC in 1984. Registrant cannot predict whether the proceeding
will result in such a proposal or the extent of any such
regulation.
In 1987, the FCC initiated a rule making proceeding on advanced
television, which includes high definition television ("HDTV").
With the help of a private sector advisory committee, the
Commission is attempting to establish a technical standard for
HDTV broadcasting by early 1996. Although subject to revision in
the coming year, the FCC has adopted a timetable for advanced
television implementation. After the standard is set, existing
broadcasters will have three years in which to apply for a second
channel assignment to be used for HDTV broadcasts. Such
broadcasts must begin within six years of the standard-setting.
If these deadlines are not met, existing broadcasters will be
subject to competition for the HDTV channel.
For some period, currently thought to be fifteen years,
broadcasters will broadcast on both their current "NTSC" channel
and their HDTV channel, in a so-called "simulcast" mode. At the
end of the period, all broadcasts on the NTSC channel must cease,
whether or not every broadcaster is broadcasting HDTV. The use
of the HDTV channel sufficient to meet the FCC's minimum
requirements will require construction of new facilities,
including a transmitter, exciter, antenna, and transmission line.
Additional equipment for making the full conversion to HDTV will
include cameras, switchers, tape machines, and the like.
In June 1994, two parties with direct broadcast satellite ("DBS")
authorizations, Hughes Communications Galaxy, Inc. ("Hughes")
under the trade name DIRECTV, Inc., and United States Satellite
Broadcasting Company ("USSB"), initiated DBS service from a new
high-powered satellite. In August 1994, Hughes and USSB launched
a second satellite, which is now operational. Hughes and USSB
currently provide over 150 channels of digital DBS service to
subscribers. The FCC has approved or is considering applications
to combine DBS authorizations. In December 1994, two DBS
permittees, EchoStar Satellite Corporation and Directsat
Corporation, merged their DBS authorizations upon approval from
the FCC, and expect to commence service as early as fall 1995.
Also, Advanced Communications Corporation has applied for
authority to assign its DBS authorizations to TEMPO DBS, Inc.,
whose DBS, Inc. hopes to initiate DBS service in 1996. Three
other parties have not yet launched their proposed satellites.
Registrant cannot predict the competitive effect of DBS
operations on the terrestrial television broadcast industry in
general or Registrant's operations in particular.
Item 2. Properties
Norfolk Radio
Registrant's radio station, WMXN-FM in Norfolk, Virginia leases
its office and studio space under a ten year lease. The station
also leases space on a tower for its broadcast antenna and space
in a building that houses its transmission equipment.
WMXN-FM owns its office furniture, studio equipment, and
transmission equipment.
WMXN-FM holds a license from the FCC that is used in connection
with broadcasting operations at the station.
Other Properties
Paradigm and BBAD operate out of leased office space in
California. Paradigm and BBAD own their office furniture and
office equipment. Registrant believes that the properties leased
by Paradigm and BBAD and the furniture and equipment owned by
those companies are in reasonably good condition and are adequate
for the operation of the company.
TCS owns the land and studio buildings at each of its three
locations (Columbus, Georgia; Terre Haute, Indiana; and St.
Joseph, Missouri) as well as broadcasting transmitters, antennas
and towers at each location. In addition, TCS owns technical
broadcasting equipment as well as the furniture and fixtures at
TCS's three stations.
Registrant believes that the properties owned by the stations and
the other equipment and furniture and fixtures owned are in
reasonably good condition and are adequate for the operations of
the stations.
The physical assets of Registrant's remaining investments are not
included in the consolidated balance sheet of Registrant.
Item 3. Legal Proceedings
Refer to "Item 1. Business - Maryland Cable Corp." for
information regarding the bankruptcy filing made by Maryland
Cable Corp. and Maryland Cable Holdings Corp.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters which required a vote during the fourth
quarter of the fiscal year covered by this report.
Part II
Item 5. Market for Registrant's Common Stock and Stockholder
Matters
A public market for Registrant's Units does not now exist, and it
is not anticipated that such a market will develop in the future.
Accordingly, accurate information as to the market value of a
Unit at any given date is not available.
As of January 16, 1995, the number of owners of Units was 14,920.
Effective November 9, 1992, Registrant was advised that Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or
"MLPF&S") introduced a new limited partnership secondary service
through Merrill Lynch's Limited Partnership Secondary Transaction
Department ("LPSTD"). This service will assist Merrill Lynch
clients wishing to buy or sell Registrant Units.
Beginning with December 1994 client account statements, MLPF&S
implemented new guidelines for valuing limited partnerships and
other direct investments reported on client account statements.
As a result, MLPF&S no longer reports general partner estimates
of limited partnership net asset value on its client account
statements, although Registrant's general partner may continue to
provide its estimate of net asset value in quarterly reports to
unit holders. Pursuant to the new guidelines, estimated values
for limited partnership investments will be provided annually to
MLPF&S by independent valuation services. The estimated values
will be based on financial and other information available to the
independent services on the prior August 15th. MLPF&S clients
may contact their Merrill Lynch Financial Consultants or
telephone the number provided to them on their account statements
to obtain a general description of the methodology used by the
independent valuation services to determine their estimates of
value. The estimated values provided by the independent services
are not market values and Unit holders may not be able to sell on
their MLPF&S statements upon a sale. In addition, Unit holders
may not realize the amount shown on their account statements upon
the liquidation of Registrant over its remaining life.
Registrant does not distribute dividends, but rather
Distributable Cash From Operations, Distributable Refinancing
Proceeds, and Distributable Sale Proceeds, to the extent
available. On June 6, 1989, Registrant made a federal tax
allowance cash distribution in an amount equal to 33% of the 1988
federal taxable income to all limited partners owning Units in
1988 in proportion to their federal taxable income from the
ownership of Units. The total amount distributed was $2,040,121.
In the fourth quarter of 1994, Registrant made a cash
distribution of $8,971,760 to its Limited Partners and $90,624 to
its General Partner following the disposition of Maryland Cable.
<PAGE>
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1990 1991 1992
<S> <C> <C> <C>
Interest Income $ 2,738,185 $ 1,247,852 $ 517,769
Losses from
Partnership
operations
attributable to
Common
Stockholders/
Partners $(17,508,851) $ (2,693,618) $ (3,275,961)
Loss from
Partnership
operations per
unit of Limited
Partnership
Interest $ (154.56) $ (23.78) $ (28.92)
As of As of As of
December 31, December 31, December 31,
1990 1991 1992
Total Assets $ 37,102,626 $ 20,418,239 $ 9,293,863
Number of Units 112,147.1 112,147.1 112,147.1
</TABLE>
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1993 1994
<S> <C> <C>
Interest Income $ 130,302 $ 430,730
Losses from
Partnership
operations
attributable to
Common
Stockholders/
Partners $(4,093,928) $(3,101,364)
Loss from
Partnership
operations per
unit of Limited
Partnership
Interest $ (36.14) $ (27.38)
As of As of
December 31, December 31,
1993 1994
<S> <C> <C>
Total Assets $ 5,307,240 $3,469,784
Number of Units 112,147.1 $112,147.1
</TABLE>
Certain items have been restated to conform to 1994 presentation
for discontinued operations.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
At December 31, 1994, Registrant had $1,752,059 in cash and cash
equivalents.
In the fourth quarter of 1994, Registrant distributed $8,971,760
to its Limited Partners and $90,624 to its General Partner
following the disposition of Maryland Cable.
At December 31, 1993, Registrant had $3,739,678 in cash and cash
equivalents.
During 1994, Registrant continued its operations phase while
selling or disposing of a significant portion of its investments.
Registrant consummated the disposition of Maryland Cable on
September 30, 1994 and the sale of the Windsor Cable Systems on
May 18, 1994. In addition, Registrant consummated the sale of
WMXN-FM on February 21, 1995. Registrant is currently marketing
TCS for potential sale in 1995. The status of Registrants'
investments is discussed in more detail below. Refer to "Item 8.
Financial Statements and Supplementary Data" for further
information.
During 1995, Registrant will attempt to sell or otherwise dispose
of all of its remaining investments in media properties, and then
liquidate; however, there can be no assurance that Registrant
will be successful in completing such actions prior to December
31, 1995.
In summary of Registrant's liquidity status, the approximately
$1,750,000 Registrant has available for working capital may be
utilized to support anticipated funding needs or possible
restructurings, as appropriate, of its investments. Registrant
has no contractual commitment to advance funds to any of its
existing investments.
Disposition of Maryland Cable
On September 30, 1994, the Amended Prepackaged Plan of
Reorganization of Maryland Cable and 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, 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 the Water Street Fund 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 recognized a gain for financial reporting purposes on
the disposition of Maryland Cable of approximately $130 million.
Such gain resulted primarily from the forgiveness of debt at the
subsidiary level and is classified as an extraordinary gain on
Registrant's Consolidated Statements of Operations.
Included in this gain is a $450,000 management fee which
Registrant is entitled to receive for managing the Maryland Cable
Systems from January 1, 1994 through September 30, 1994.
Sale of Windsor
On May 18, 1994, Registrant sold the assets of the Windsor
Systems to Tar River Communications Inc. ("Tar River") for
$3,443,200, subject to post-closing adjustments. At closing,
Registrant repaid the $2,050,058 of principal and interest then
due under the Windsor Note, as required by the terms of the
Windsor Note. In addition, as required by the Asset Purchase
Agreement with Tar River, at closing, $342,160 was placed into
two separate escrow accounts to cover the potential costs of
improving pole attachments as well as other possible post-closing
expenses. A significant portion of the remaining $1,050,982 of
sale proceeds will be used to cover certain pre-closing
liabilities to third parties, as well as the final closing costs
of the transaction. Registrant recognized a gain of $600,000 for
financial reporting purposes in 1994 on the sale of the Windsor
Systems.
WMXN-FM
During 1994, WMXN-FM generated sufficient revenues, through the
LMA (see below) to cover its operating costs (before management
fees).
Registrant entered into an Option Agreement, effective January
25, 1994, with US Radio , Inc. ("US Inc."), a Delaware
corporation, and an affiliated entity, US Radio, L.P. ("US
Radio"), a Delaware limited partnership, neither of which is
affiliated with Registrant. Pursuant to the Option Agreement,
Registrant granted US Inc. an option, (the "Call") exercisable
at any time prior to January 15, 1995, to purchase substantially
all of the assets of WMXN-FM (the "Assets") for a cash price of
$3.5 million. On September 23, 1994, US Inc. exercised the Call.
On October 24, 1994, Registrant and US Radio of Norfolk, Inc.
("US Norfolk"), an affiliate of US Inc. to which US Inc. assigned
its option to purchase WMXN-FM, filed an application with the FCC
requesting assignment of the license of WMXN-FM from Registrant
to US Norfolk.
Following receipt of FCC approval, on February 21, 1995, US
Norfolk purchased WMXN-FM for approximately $3.5 million, subject
to future adjustment based on a post-closing accounting
reconciliation between US Norfolk and Registrant required by the
Asset Purchase Agreement. Registrant does not currently
anticipate that such potential future adjustment will be
material. Following payment of a transaction fee to a third party
not affiliated with Registrant or its affiliates, approximately
$3.3 million was remitted to Registrant.
Effective January 31, 1994, Registrant entered into a Time
Brokerage Agreement (the "LMA") with US Radio. The LMA called
for Registrant to make broadcasting time available on WMXN-FM to
US Radio and for US Radio to provide radio programs to be
broadcast on WMXN-FM, subject to certain terms and conditions,
including the rules and regulations of the FCC. In exchange for
providing broadcasting time to US Radio, Registrant received a
monthly fee approximately equal to its cost of operating WMXN-FM.
The LMA continued until the consummation of the acquisition of
WMXN-FM by US Norfolk (see above).
TCS
Although the broadcast television industry experienced overall
growth in advertising revenues in 1994, TCS was in default of
covenants under the note agreements as of December 31, 1994, and
failed to make scheduled principal payments totalling $2,300,000
on February 28, 1994, May 31, 1994, August 31, 1994 and November
30, 1994. In addition, TCS did not make a required principal
payment of $575,000 due February 28, 1995. TCS also expects to
default on the majority of its scheduled principal payments for
the remainder of 1995. TCS engaged in discussions with its note
holders regarding a potential restructuring of TCS's note
agreements, but ultimately decided to pursue a sale of the TCS
stations. Registrant engaged Furman Selz Incorporated to assist
it in marketing the TCS television stations for sale. The
marketing of the sale of such stations commenced in December of
1994. It is Registrant's intention to actively pursue a sale of
the TCS television stations. On January 13, 1995, Registrant
entered into a non-binding letter of intent to sell the stock of
Avant Development Corporation ("Avant"), a 100%-owned corporate
subsidiary of TCS, Inc. which owns WRBL-TV. The sale of Avant is
subject to negotiation of a definitive purchase and sale
agreement and numerous other conditions. The ultimate transfer
of the license of WRBL-TV to a potential buyer, via the sale of
the stock of Avant, will also be subject to the prior approval of
the FCC. Registrant may not ultimately be able to reach a final
agreement with potential purchasers on terms acceptable to
Registrant. During the process of marketing the TCS television
stations, while TCS remains in default, the note holders have the
option to exercise their rights under the notes, which rights
include the right to foreclose on the stock of the operating
subsidiaries that own the three TCS stations, but not the other
assets of Registrant. Whether or not Registrant is able to sell
the TCS television stations, it is unlikely that Registrant will
recover more than a nominal amount of its investment in TCS.
Refer to Note 2 and 4 "Item 8. Financial Statements and
Supplemental Data" for further information regarding TCS's debt.
During the fourth quarter of 1992, TCS concluded that there had
been an impairment of the value of the enterprise and, as a
result, wrote-down its intangible assets (goodwill) by a total of
$6 million, which resulted in Registrant's $2,460,000 share of
this write-down for financial reporting purposes.
Paradigm
Paradigm and/or BBAD are not currently producing television
programs, and Registrant has not advanced any funds to Paradigm
and/or BBAD since the second quarter of 1992. Paradigm and/or
BBAD took several steps in 1992 and 1993 to reduce operating
costs, primarily by reducing the number, and compensation, of
employees. However, Paradigm and/or BBAD did not operate
profitably during 1993, and were dependent on outside sources,
primarily Bob Banner Associates Inc. ("Associates"), to finance
BBAD's monthly operating costs. Registrant elected not to fund
such operating costs. Registrant has no obligation to advance
any additional funds to Paradigm and/or BBAD and actively sought
a strategic partner that would share in meeting Paradigm's and/or
BBAD's potential future funding needs, but was unable to identify
such a partner. Paradigm and/or BBAD have no liability for
borrowed funds. Registrant has agreed in principle with
Associates on the terms of an agreement under which Paradigm
would retain the three television movies and the series developed
by it, and the other projects and program concepts developed by
Paradigm and/or BBAD would be assigned to Associates, and
Paradigm would retain a percentage interest in all such projects
and concepts. It is Registrant's intention, following the
execution of a definitive agreement encompassing these terms, to
attempt to sell its interest in Paradigm and/or BBAD. However,
it is unlikely that Registrant will recover more than a nominal
portion, if any, of its original investment in Paradigm and/or
BBAD. Due in part to Registrant's unwillingness to advance
additional funds to fund the continuing operating losses and
possible winding down of Paradigm's and BBAD's operating
activities, Registrant recorded in the second quarter of 1993 a
writedown of approximately $516,000 of certain assets of Paradigm
and BBAD to reduce Registrant's net investment to a net
realizable value of zero.
GCC
On January 20, 1994, the majority stockholders of GCC and certain
holders of interest in MARKETS Cellular Limited Partnership
("Markets"), and PN Cellular, Inc. ("PNCI") executed a Memorandum
of Intention (the "Memorandum") pursuant to which the parties
thereto expressed their intent to effect a proposed business
combination of GCC and Markets.
Registrant executed an Exchange Agreement and Plan of Merger
("Agreement"), dated July 20, 1994, to which the majority
stockholders of GCC and the majority owners of Markets are
parties. Pursuant to the Agreement, Registrant exchanged its
shares in GCC for an equal number of shares in Western Wireless
Corporation ("WWC"), a new company which was organized to own the
equity interest of GCC and Markets. Following the consummation
of the business combination on July 29, 1994, WWC became the
owner of 100% of the Partnership interests in Markets and
approximately 95% of the outstanding common stock of GCC. WWC
holds and operates cellular licenses covering approximately 5.6
million net pops (defined as the population in an area covered by
a cellular franchise) including pending acquisitions.
Registrant's shares represent approximately 2.4% of WWC. The
parties have entered into a stockholders agreement containing
certain restrictions on transfer, registration rights and
corporate governance provisions.
Investments, EMP, Ltd. and MVT
As of December 31, 1994, Registrant had advanced approximately
$2.0 million to Investments.
During 1994, EMP, Ltd. and its affiliates continued to distribute
television programs, to monitor the Teletext investment held by
MVT (see below), and to attempt to expand the operations at MVT
into new areas of European media.
Investments, MVT, EMP, Ltd. and their affiliates are currently
reliant on their cash balances, existing operations, and/or
additional funding from ALP Enterprises or other, as yet
unidentified, financing sources to fund their continuing
operations. Registrant expects to advance no further funds to
Investments, MVT, or their affiliates beyond those funds already
advanced by Registrant.
Effective August 12, 1994, Registrant and EMP, Ltd. restructured
the ownership of EMP, Ltd. and certain of its subsidiaries in
order to enable EMP, Ltd. to attract additional capital from ALP
Enterprises and other potential third party investors. In the
restructuring, based on certain representations from EMP, Ltd.
and ALP Enterprises, Registrant sold to Clarendon and ALP
Enterprises for nominal consideration Registrant's shares in EMP,
Ltd. Simultaneously, Registrant and EMP, Ltd. entered into an
agreement whereby EMP, Ltd.'s 10% interest in Teletext was
transferred, together with a pound sterling 350,000 loan
(approximately $543,000 at then-current exchange rates) from EMP, Ltd.
to a newly formed entity, MV Technology Limited ("MVT"). After the transfer,
Registrant owns 13.8% of the issued common shares of MVT, while
EMP, Ltd. owns the remaining 86.2%. MVT's sole purpose is to
manage its 10% interest in Teletext. Registrant has the right to
require EMP, Ltd. to purchase Registrant's interest in MVT at any
time between December 31, 1994 and December 31, 1997. EMP, Ltd.
has the right to require Registrant to sell Registrant's interest
in MVT to EMP, Ltd. at any time between September 30, 1995 and
September 30, 1998. MVT will pay an annual fee to EMP, Ltd. for
management services provided by EMP, Ltd. in connection with
overseeing MVT's investment in Teletext. Following the
restructuring, Registrant no longer has any interest in EMP, Ltd.
Registrant elected not to advance further funds to Investments or
MVT. It is likely that Registrant will not recover the majority
of its $2 million investment in Investments either from
Investments or from MVT.
IMP/Intelidata
Effective July 1, 1993, Registrant entered into three
transactions to sell the business and assets of IMPLP/IMPI and
Intelidata. In two separate transactions, Registrant sold the
entire business and substantially all of the assets of IMPLP/IMPI
and a portion of the business and assets of Intelidata to
Phillips Business Information, Inc. ("PBI") for future
consideration based on the revenues of IMPLP/IMPI and the portion
of the Intelidata business acquired by PBI. PBI is not
affiliated with Registrant. At closing, PBI made advances of
$100,000 and $150,000 to IMPLP/IMPI and Intelidata, respectively,
which advances would be recoverable by PBI from any future
consideration payable by PBI to Registrant. In addition, PBI
agreed to assume certain liabilities of IMPLP/IMPI and
Intelidata.
In the third transaction, Registrant sold the remaining business
and assets of Intelidata, which were not sold to PBI, to Romtec
plc ("Romtec") in exchange for future consideration, based on
both the amount of assets and liabilities transferred to Romtec
and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of
Romtec. In addition, certain liabilities of Intelidata were
assumed by Romtec. Romtec is not affiliated with Registrant.
As a result of the above transactions, Registrant recorded a
writedown of approximately $364,000 of certain assets of
IMPLP/IMPI/Intelidata in the second quarter of 1993 to reduce
Registrant's net investment to a net realizable value of zero.
Subsequent to the sale of the businesses, Registrant advanced net
additional funds totaling approximately $0.1 million to
IMPLP/IMPI and Intelidata to fund cash shortfalls resulting from
the pre-sale claims of certain creditors. Registrant anticipates
that it may make additional such advances to IMPLP/IMPI and
Intelidata during 1995. The total of any Registrant obligations
to fund such advances, including certain contractual obligations,
is not currently anticipated to exceed the amount of the
writedown. It is unlikely that Registrant will recover any
portion of its investment in IMPLP/IMPI/Intelidata.
Results of Operations
1994 vs. 1993
Registrant generated net income of approximately $117.4 million
in 1994, which was comprised primarily of the following
components: (1) an extraordinary gain of approximately $130.3
million on the disposition of Maryland Cable; (2) a $0.6 million
gain on the sale of the Windsor Systems; and (3) interest income
of approximately $0.4 million, partially offset by: (x) a loss
from discontinued operations of approximately $10.4 million; (y)
management fees and other general and administrative expenses of
approximately $3.2 million; and (z) amortization expense of
approximately $0.3 million.
The loss from Partnership operations was approximately $3.1
million in 1994 compared to approximately $4.1 million in 1993.
The approximate $1.0 million decrease was due primarily to a 1993
write-down (for accounting purposes) of Registrant's investment
in Paradigm of approximately $0.5 million and an increase of
approximately $0.3 million in interest income.
The loss from discontinued operations of approximately $10.4
million in 1994 and approximately $30.2 million in 1993 are not
comparable due primarily to the sale of Maryland Cable (which was
Registrant's major operating property) during 1994. However, the
following paragraph discusses in greater depth the results of
operations of TCS, since Registrant's investment in TCS
represents its major operating property as of December 31, 1994
(although TCS is classified as discontinued due to its expected
sale during 1995).
TCS's operating revenues increased by approximately $1.1 million
in 1994 compared to 1993 due primarily to improved advertising
revenues at TCS's stations in Columbus, Georgia and St. Joseph,
Missouri. Property operating expenses and general and
administrative expenses increased by approximately $1.0 million
due primarily to increased programming, news and sales-related
expenses at TCS's stations in Columbus, Georgia and Terre-Haute,
Indiana. Depreciation and amortization expense decreased by
approximately $1.1 million due to the full amortization in 1993
of certain intangible assets.
Results of Operations
1993 vs. 1992
Registrant had a net loss of approximately $34.3 million in 1993,
which was comprised primarily of the following components: (1) a
loss from discontinued operations of approximately $30.2 million;
(2) management fees and other general and administrative expenses
of approximately $3.3. million; (3) Registrant's writedown of
approximately $0.5 million of certain assets to a net realizable
value of zero for its investment in Paradigm and; (4)
amortization expense of $0.4 million, partially offset by
interest income of $0.1 million.
The following paragraphs discuss in greater depth the results of
operations of Maryland Cable, which although classified as
discontinued due to its disposition in 1994, represented
Registrant's major operating property as of December 31, 1993 and
1992.
Maryland Cable Systems
1993 vs. 1992
For purposes of the following discussion, Maryland Cable is
comprised of the Leesburg System and the remaining systems,
located in Maryland, which are referred to as the Lanham System.
Refer to Note 2 of "Item 8. Financial Statements and
Supplementary Data" for information regarding the sale of the
Leesburg System on September 30, 1993.
For the year ended December 31, 1993, Maryland Cable incurred a
net loss of approximately $25.8 million compared to a net loss of
approximately $28.5 million for the same period in 1992. This
decrease in net loss is primarily due to an approximate $4.0
million gain on the sale of the Leesburg System and increased
revenues, partially offset by higher interest expense, property
operating expense, general and administrative expense and
depreciation and amortization expense.
Maryland Cable's operating revenues increased approximately 5% to
approximately $43.8 million in 1993 from approximately $41.8
million in 1992. This revenue increase was a net result of a
price increase in basic service and higher levels of average
basic subscribers, partially offset by a decline in revenues due
to the sale of the Leesburg System, as well as lower premium
revenues attributable to fewer premium subscribers.
Maryland Cable's average basic revenue per subscriber per month
increased to $31.02 in 1993 from $29.56 in 1992. The average
basic revenue per Lanham System subscriber per month increased to
$31.33 in 1993 from $29.85 in 1992. These increases were due
primarily to a modest rate increase in January 1993. Maryland
Cable's number of average basic subscribers for 1993 increased to
78,932 from 77,511 in 1992. The increase in the number of
average basic Maryland Cable subscribers is primarily
attributable to passing additional homes with cable plant,
partially offset by a decrease in subscribers due to the Leesburg
System sale. The number of average basic Lanham System
subscribers for 1993 increased to 75,073 from 72,902 in the same
period in 1992, primarily due to passing additional homes with
cable plant.
The number of Maryland Cable basic subscribers decreased from
78,732 at December 31, 1992 to 76,564 at December 31, 1993 due
primarily to the sale of the Leesburg System on September 30,
1993. Although Maryland Cable's average number of basic
subscribers and gross revenues increased during 1993 as compared
to 1992, Maryland Cable will in the near term experience lower
levels of basic subscribers and revenues as a result of the sale
of the Leesburg System, which represented approximately 6.5% of
the basic subscribers and approximately 4% of the gross revenues
of Maryland Cable as of September 30, 1993.
In 1993, Maryland Cable's average premium service units decreased
to 79,510 from an average of 84,344 in 1992. This decrease was
due primarily to the sale of the Leesburg System and also to
sluggish local and national economic conditions. In 1993,
average Lanham System premium service units decreased to
approximately 77,732 from an average of approximately 81,931 in
1992 due primarily to sluggish local and national economic
conditions. The cable industry in general has experienced
slowing growth of premium service units and Maryland Cable, which
has a higher ratio of premium service units to basic subscribers
than the industry in general, may be more significantly affected
by the slowing growth trend than the industry in general.
Maryland Cable's average premium revenue rate in 1993 and 1992
was $9.69 and $9.47, respectively. The average Lanham System
premium revenue rate in 1993 and 1992 was $9.70 and $9.47,
respectively. The increases in rates are primarily attributable
to the institution of a new pricing structure on September 1,
1993 which increased premium service rates on additional outlets
within a household.
Maryland Cable's revenue from pay-per-view services remained
constant at approximately $1.7 million in 1993 and 1992. Revenue
from advertising sales increased to approximately $1.3 million in
1993 from approximately $1.1 million in 1992. The increase was a
result of full staffing in the advertising sales department
following a period of staffing shortages.
Maryland Cable's cable television system expenses (which include
all expenses other than depreciation and amortization, interest,
management fees and expenses, and gain on sale of assets)
increased from 59.0% of revenues in 1992 to 59.4% of revenues in
1993. This slight increase is primarily attributable to
professional and marketing costs associated with the
implementation of pricing and packaging changes required by the
1992 Cable Act on September 1, 1993, offset by decreases in other
operating costs. Overall programming costs increased only
slightly due to a decline in premium programming costs associated
with fewer premium subscriptions.
Maryland Cable's depreciation and amortization expense increased
to approximately $15.9 million in 1993 from approximately $15.2
million in 1992. The increase is due to an increase in
depreciation expense resulting from capital expenditures.
Maryland Cable's interest expense (after excluding the effect of
the intercompany interest related to ML Cable) increased to
approximately $28.6 million in 1993 from approximately $27.9
million in 1992. The increase was a result of the accrued
interest on Maryland Cable's fully accreted subordinated debt,
partially offset by lower market interest rates on senior debt
and by the credit against interest expense resulting from the
forgiveness of the Default Interest Notes and related accrued
interest.
Statement of Financial Accounting Standards No. 112
Effective January 1, 1994, Registrant adopted Statement of
Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" ("SFAS No. 112"). This
pronouncement establishes accounting standards for employers who
provide benefits to former or inactive employees after
employment, but before retirement. These benefits include, but
are not limited to, salary-continuation, disability related
benefits including workers' compensation, and continuation of
health care and life insurance benefits. The statement requires
employers to accrue the obligations associated with service
rendered to date for employee benefits accumulated or vested
where payment is probable and can be reasonably estimated. The
effect of the adoption of SFAS No. 112 was not material to
Registrant's financial position or results of operations as of
and for the year ending December 31, 1994.
Item 8. Financial Statements and Supplementary Data
TABLE OF CONTENTS
ML Media Opportunity Partners, L.P.
Independent Auditors' Report
Consolidated Balance Sheets as of December 31,
1994 and December 31, 1993
Consolidated Statements of Operations for the
years ended December 31, 1994, December 31, 1993
and December 31, 1992
Consolidated Statements of Cash Flows for the
years ended December 31, 1994, December 31, 1993
and December 31, 1992
Consolidated Statements of Changes in Partners'
Deficit for the years ended December 31, 1994,
December 31, 1993 and December 31, 1992
Notes to Consolidated Financial Statements for
the years ended December 31, 1994, December 31,
1993 and December 31, 1992
Schedule III - Condensed Financial Information
of Registrant as of December 31, 1994, December
31, 1993 and December 31, 1992
INDEPENDENT AUDITORS' REPORT
ML Media Opportunity Partners, L.P.:
We have audited the accompanying consolidated financial
statements and the related financial statement schedule of ML
Media Opportunity Partners, L.P. (the "Partnership") and its
affiliated entities, listed in the accompanying table of
contents. These consolidated financial statements and financial
statement schedule are the responsibility of the Partnership's
general partner. Our responsibility is to express an opinion on
the consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by the general partner, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of the
Partnership and its affiliated entities at December 31, 1994 and
1993 and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles. Also,
in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material
respect the information set forth therein.
INDEPENDENT AUDITORS' REPORT (continued)
The accompanying consolidated financial statements and financial
statement schedule have been prepared assuming that the
Partnership will continue as a going concern. As discussed in
Note 2 to the consolidated financial statements, the Partnership
has sold or is in the process of selling or disposing of a
significant portion of its investments. In addition, the
Partnership was in default under the TCS Television Partners,
L.P. ("TCS") note agreements and will be unable to satisfy its
ongoing debt obligations under these agreements. The Partnership
has decided to pursue a sale of the TCS stations. These
circumstances raise substantial doubt about the Partnership's
ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2.
Accordingly, the consolidated financial statements and financial
statement schedule do not include adjustments that might result
from the outcome of the uncertainties referred to herein.
/s/ Deloitte & Touche LLP
New York, New York
March 9, 1995
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND DECEMBER 31, 1993
Notes 1994 1993
<S> <C> <C> <C>
ASSETS:
Cash and cash
equivalents 1,2 $ 1,752,059 $ 3,739,678
Prepaid expenses and
deferred charges (net
of accumulated
amortization of
$2,522,121 at December
31, 1994, and
$2,224,167 at December
31 1993) 1 - 297,954
Investment in joint
venture and common
stock 1,6 1,261,666 1,261,666
Other assets 2 456,059 7,942
TOTAL ASSETS 3 $ 3,469,784 $ 5,307,240
LIABILITIES AND
PARTNERS' DEFICIT:
Liabilities:
Accounts payable and
accrued liabilities $ 688,288 $ 736,174
Net Liabilities of
Discontinued
Operations: 3,8,9
Cable Television
Systems Segment - 113,678,564
Production Segment 10 140,711 103,275
Television and Radio
Station Segment 4 5,656,790 2,145,773
Total Liabilities 3 $ 6,485,789 $116,663,786
Commitments and
Contingencies 2
</TABLE>
(Continued on the following page)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND DECEMBER 31, 1993
(continued)
Notes 1994 1993
<S> <C> <C> <C>
Partners' Deficit:
General Partners:
Capital contributions,
net of offering
expenses 1 1,019,428 1,019,428
Cash Distribution 2 (90,624) -
Cumulative loss (938,472) (2,112,501)
(9,668) (1,093,073)
Limited Partners:
Capital contributions,
net of offering
expenses (112,147.1
Units of Limited
Partnership Interest) 1 100,914,316 100,914,316
Tax allowance cash
distribution (2,040,121) (2,040,121)
Other cash distribution
2 (8,971,760) -
Cumulative loss (92,908,772) (209,137,668)
(3,006,337) (110,263,473)
Total Partners' Deficit
(3,016,005) (111,356,546)
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ 3,469,784 $ 5,307,240
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993
AND DECEMBER 31, 1992
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
NOTES 1994 1993 1992
<S> <C> <C> <C> <C>
Partnership
Operating
Expenses:
General and
administrative 268,523 193,981 148,869
Amortization 1 297,954 440,913 430,898
Management fees 5 2,965,867 3,073,417 2,986,799
Loss on writedown
of assets 2 - 515,919 -
3,532,344 4,224,230 3,566,566
Interest Income 1 $ 430,730 $ 130,302 $ 517,769
Loss from
Partnership
operations
before equity in
loss of joint
venture (3,101,614) (4,093,928) (3,048,797)
Equity in loss of
joint venture 7 - - (227,164)
Loss from
Partnership
operations 2 (3,101,614) (4,093,928) (3,275,961)
(Continued on the following page)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993
AND DECEMBER 31, 1992
(continued)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
NOTES 1994 1993 1992
<S> <C> <C> <C> <C>
Discontinued
operations: 2,3,
9
Loss from
discontinued
operations of:
Cable Television
Systems Segment
(6,784,982) (24,268,020) (27,404,590)
Production Segment
(37,436) (506,140) (652,409)
Television and
Radio Station
Segment (3,603,639) (4,658,067) (5,081,648)
Business
Information
Services Segment
- (791,264) (1,957,742)
Gain on Sale of
Discontinued
Cable Segment 2 600,000 - -
Loss Before
Extraordinary
Item (12,927,671) (34,317,419) (38,372,350)
Extraordinary
Item 2 130,330,596 - -
NET INCOME (LOSS) $117,402,925 $(34,317,419) $(38,372,350)
(Continued on the following page)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993
AND DECEMBER 31, 1992
(continued)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
NOTES 1994 1993 1992
<S> <C> <C> <C> <C>
Per Unit of
Limited
Partnership
Interest:
Loss from
Partnership
operations $ (27.38) $ (36.14) $ (28.92)
Loss from
discontinued
operations (86.74) (266.80) (309.82)
Extraordinary
item 1,150.52 - -
NET INCOME (LOSS) $ 1,036.40 $ (302.94) $ (338.74)
Number of Units 112,147.1 112,147.1 112,147.1
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993
AND DECEMBER 31, 1992
1994 1993 1992
<S> <C> <C> <C>
Cash flows from
operating activities:
Net Income/(Loss) $117,402,925 $(34,317,419) $(38,372,350)
Adjustments to reconcile
net loss to net cash
provided by (used in)
operating activities:
Amortization 297,954 440,913 430,898
Extraordinary Item (130,330,596) - -
Gain on Sale of
Discontinued
Cable Segment (600,000) - -
Equity in loss of joint
venture - - 227,164
Equity in loss of TCS 4,325,020
Loss on write-down of
assets - 515,919 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993
AND DECEMBER 31, 1992
1994 1993 1992
<S> <C> <C> <C>
Change in operating
assets and liabilities:
(Increase) decrease in
accounts receivable (448,117) 25,055 (21,432)
(Decrease) in
accounts payable and
accrued liabilities (47,887) (110,859) (86,427)
Increase/(Decrease) in
Net Liabilities of
Discontinued
Operations:
Cable Television
Systems Segment 7,875,016 37,749,026 33,195,415
Production Segment 37,436 728,808 2,115,404
Television and Radio
Station Segment 4,283,696 5,592,431 44,199
Business Information
Services Segment - (185,611) 47,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993
AND DECEMBER 31, 1992
(continued)
1994 1993 1992
<S> <C> <C> <C>
Net cash provided by (used
in)operating activities (1,529,573) 10,438,263 1,904,891
Cash flows from investing
activities:
Purchase of property,
plant and equipment (1,147,149) (5,297,702) (5,299,652)
Proceeds from sale of
Maryland Cable 9,771,952 - -
Investment in GCC II - (1,403,839)
Proceeds from
redemption/sale of
note/rights 100,000
Net cash used in investing
activities 8,624,803 (5,197,702) (6,703,491)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993
AND DECEMBER 31, 1992
(continued)
1994 1993 1992
Cash flows from financing activities:
<S> <C> <C> <C>
Principal payments on
bank loans (20,465) (8,675,288) (110,407)
Cash Distribution (9,062,384) - -
Net cash (used in)
provided by financing
activities (9,082,849) (8,675,288) (110,407)
Net decrease in cash and
cash equivalents (1,987,619) (3,434,727) (4,909,007)
Cash and cash equiva-
lents at beginning
of year 3,739,678 7,174,405 12,083,412
Cash and cash equiva-
lents at end of year $ 1,752,059 $ 3,739,678 $ 7,174,405
</TABLE>
Supplemental Disclosure of Non-Cash Investing and Financing
Activities:
Effective in 1992, the Partnership controlled the operations of
Paradigm and consolidated its ownership interest in Paradigm.
Effective in 1993, the Partnership controlled the operations of
TCS and as a result consolidated TCS's total assets and total
liabilities.
Effective July 1, 1993, the Partnership sold the business and
assets of IMPLP and Intelidata.
Effective September 30, 1993, Maryland Cable consummated the sale
of the Leesburg System.
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993,
AND DECEMBER 31, 1992
General Limited
Notes Partner Partners Total
<S> <C> <C> <C> <C>
Balance,
December 31,
1991 $ (366,176) $ (38,300,601) $ (38,666,777)
1992:
Net Loss (383,723) (37,988,627) (38,372,350)
Partners'
Deficit at
December 31,
1992 (749,899) (76,289,228) (77,039,127)
1993:
Net Loss (343,174) (33,974,245) (34,317,419)
Partners'
Deficit at
December 31,
1993 (1,093,073) (110,263,473) (111,356,546)
1994:
Net Income 1,174,029 116,228,896 117,402,925
Cash
Distribution 2 (90,624) (8,971,760) (9,062,384)
Partners'
Deficit at
December 31,
1994 $ (9,668) $ (3,006,337) $ (3,016,005)
See Notes to Consolidated Financial Statements.
</TABLE>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 31, 1993, AND
DECEMBER 31, 1992
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ML Media Opportunity Partners, L.P. (the "Partnership"), was
formed and the Certificate of Limited Partnership was filed under
the Delaware Revised Uniform Limited Partnership Act on June 23,
1987. Operations commenced on March 23, 1988 with the first
closing of the sale of units of limited partnership interest.
Media Opportunity Management Partners (the "General Partner") is
a joint venture, organized as a general partnership under New
York law, between RP Opportunity Management, L.P., a limited
partnership under Delaware law, and ML Opportunity Management
Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. The General Partner was
formed for the purpose of acting as general partner of the
Partnership. The General Partner's total capital contribution
was $1,132,800 at December 31, 1994 which represents 1% of the
total Partnership capital contributions.
Pursuant to the terms of the Amended and Restated Agreement of
Limited Partnership, the General Partner is liable for all
general obligations of the Partnership to the extent not paid by
the Partnership. The limited partners are not liable for the
obligations of the Partnership in excess of the amount of their
contributed capital.
The purpose of the Partnership is to acquire, finance, hold,
develop, improve, maintain, operate, lease, sell, exchange,
dispose of and otherwise invest in and deal with media businesses
and direct and indirect interests therein.
As of December 31, 1994, the Partnership's primary investments
consisted of:
99% ownership of ML Cable Partners, which had held a
participation in the senior bank debt of Maryland Cable (see
Note 2);
Ownership of 351,665 shares of common stock (an ownership
percentage of approximately 2.4%) of Western Wireless
Corporation ("WWC"), a cellular telecommunications operator
based in California; (see Note 6)
51.005% ownership of TCS Television Partners, L.P. ("TCS"),
which owns (i) 20% of the outstanding common stock of Fabri
Development Corporation, which in turn owns and operates two
network affiliated television stations serving Terre Haute,
Indiana and St. Joseph, Missouri, and (ii) 100% of the
outstanding common stock of TCS Television, Inc., which in
turn owns the 80% of the outstanding common stock of Fabri
Development Corporation not owned by TCS, as well as 100% of
the outstanding common stock of Avant Development
Corporation, which owns and operates a network affiliated
television station serving Columbus, Georgia;
100% ownership of WMXN-FM ("WMXN-FM"), a radio station in
Norfolk, Virginia; (sold on February 21, 1995)
50% ownership of Paradigm Entertainment, L.P. ("Paradigm"),
a California based company involved in the production of
television and cable programming (see Note 6 regarding the
allocation of profits and losses) which owns approximately
52% of Bob Banner Associates Development ("BBAD") based upon
capital contributions;
36.8% ownership of Media Ventures Investments, Ltd.
("Investments", formerly Media Ventures International
Limited, "Media Ventures"), a United Kingdom corporation
formed to develop or acquire European media and
entertainment companies; and a 13.8% ownership of MV
Technology Limited ("MVT").
Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes.
Investments, MVT, and GCC are accounted for on the cost method of
accounting. The Partnership carried its interest in Investments
under the equity method of accounting in 1992 and prior years.
The Partnership carried its interest in Paradigm under the equity
method of accounting in 1991. The fiscal year of the Partnership
shall be the calendar year.
See Note 3 regarding the discontinued operations of TCS, WMXN-FM
and Paradigm/BBAD.
Certain 1992 and 1993 items have been reclassified to conform to
1994 presentation for discontinued operations.
Barter Transactions
As is customary in the broadcasting industry, the Partnership
engages in the bartering of commercial air time for various goods
and services. Barter transactions are recorded based on the fair
market value of the products and/or services received. The goods
and services are capitalized or expensed as appropriate when
received or utilized. Revenues are recognized when the
commercial spots are aired. All such revenues and expenses are
included in the Partnership's loss from discontinued operations.
Broadcast Program Rights
The Partnership's television stations' broadcast program rights
represent license agreements for the right to broadcast programs
which are available at the balance sheet date. Amortization is
recorded on a straight-line basis over the period of the license
agreements or upon run usage. Amortization is included in the
Partnership's loss from discontinued operations.
Property and Depreciation
Property, plant and equipment is stated at cost, less accumulated
depreciation, and is included in the net liabilities of the
Partnership's discontinued operations. Property, plant and
equipment is depreciated using the straight-line method over the
following estimated useful lives:
Buildings 30 years
Other 5-7 years
Expenditures for maintenance and repairs are charged to operating
expense as incurred, and improvements, replacement equipment and
additions are capitalized and depreciated over the remaining life
of the assets.
Intangible Assets and Deferred Charges
Intangible assets and deferred charges are being amortized on a
straight-line basis over various periods as follows:
Goodwill approximately 20-40 years
Franchise life of the franchise
Other Intangibles various
Deferred Charges 3-10 years
Intangible assets, deferred charges and related amortization are
included in the Partnership's net liabilities from discontinued
operations and loss from discontinued operations, respectively.
Asset Impairment
The Partnership assesses the impairment of assets on a regular
basis or immediately upon the occurrence of a significant event
in the marketplace or an event that directly impacts its assets.
The methodology varies depending on the type of asset but
typically consists of comparing the net book value of the asset
to either: (1) the undiscounted expected future cash flows
generated by the asset, and/or (2) the current market values
obtained from industry sources.
If the net book value of a particular asset is materially higher
than the estimated net realizable value, and the asset is
considered to be permanently impaired, the Partnership will write-
down the net book value of the asset accordingly; however, the
Partnership does not write its assets down to a value below the
asset-related non-recourse debt. The Partnership relies on
industry sources and its experience in the particular marketplace
to determine whether an asset impairment is other than temporary.
Income Taxes
No provision for income taxes has been made for the Partnership
because all income and losses are allocated to the partners for
inclusion in their respective tax returns. However, the
Partnership owns corporations which are consolidated in the
accompanying financial statements which are taxable entities.
Effective January 1, 1993, the corporations owned by the
Partnership adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). For the
corporations owned by the Partnership which are consolidated in
the accompanying financial statements, SFAS No. 109 requires the
recognition of deferred income taxes for the tax consequences of
differences between the bases of assets and liabilities for
income tax and financial statement reporting, based on enacted
tax laws. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be
realized. For the Partnership, SFAS No. 109 requires the
disclosure of the difference between the tax bases and the
reported amounts of the Partnership's assets and liabilities (see
Note 9).
Statement of Cash Flows
Short-term investments which have an original maturity of ninety
days or less are considered cash equivalents. Interest paid in
1994, 1993 and 1992 was $3,424,172, $10,708,585 and $10,192,232,
respectively.
Statement of Financial Accounting Standards No. 112
Effective January 1, 1994, the Partnership adopted Statement of
Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" ("SFAS No. 112"). This
pronouncement establishes accounting standards for employers who
provide benefits to former or inactive employees after
employment, but before retirement. These benefits include, but
are not limited to, salary-continuation, disability related
benefits including workers' compensation, and continuation of
health care and life insurance benefits. The statement requires
employers to accrue the obligations associated with service
rendered to date for employee benefits accumulated or vested
where payment is probable and can be reasonably estimated. The
effect of the adoption of SFAS No. 112 was not material to the
Partnership's financial position or results of operations as of
and for the year ending December 31, 1994.
2. Liquidity
At December 31, 1994, the Partnership had $1,752,059 in cash and
cash equivalents.
At December 31, 1993, the Partnership had $3,739,678 in cash and
cash equivalents.
In the fourth quarter of 1994, the Partnership distributed
$8,971,760 to its Limited Partners and $90,624 to its General
Partner following the disposition of Maryland Cable (see below).
During 1994, the Partnership continued its operations phase while
selling or disposing of a significant portion of its investments.
The Partnership consummated the disposition of Maryland Cable on
September 30, 1994 and the sale of the Windsor Cable Systems on
May 18, 1994. In addition, the Partnership consummated the sale
of WMXN-FM on February 21, 1995. The Partnership is currently
marketing TCS for potential sale in 1995 and, on January 13,
1995, entered into a non-binding letter of intent to sell the
stock of Avant Development Corporation, the corporation which
owns television station WRBL-TV (see below). The status of the
Partnership's investments is discussed in more detail below.
During 1995, the Partnership will attempt to sell or otherwise
dispose of all of its remaining investments in media properties,
and then liquidate; however, there can be no assurance that the
Partnership will be successful in completing such actions prior
to December 31, 1995.
Disposition of Maryland Cable
On September 30, 1994, the Amended Prepackaged Plan of
Reorganization of Maryland Cable and 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 Partnership received a 4.9%
interest in Newco in satisfaction of (i) the $3,600,000 in
subordinated promissory notes held by the Partnership, plus
accrued interest thereon, (ii) the $5,379,833 in deferred
management fees payable to the Partnership, and (iii) certain
other amounts payable to the Partnership. The Partnership
immediately exercised its right to sell its 4.9% interest in
Newco to the 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 the Partnership, 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. The Partnership recognized a gain
for financial reporting purposes on the disposition of Maryland
Cable of approximately $130 million. Such gain resulted
primarily from forgiveness of debt at the subsidiary level and is
classified as an extraordinary gain on the Partnership's
Consolidated Statements of Operations.
Included in this gain is a $450,000 management fee which the
Partnership is entitled to receive for managing the Maryland
Cable Systems from January 1, 1994 through September 30, 1994.
Sale of Windsor
On May 18, 1994, the Partnership completed the sale of the assets
of the Windsor Systems to Tar River Communications Inc. ("Tar
River") for $3,443,200, subject to post-closing adjustments. At
closing, the Partnership repaid the $2,050,058 of principal and
interest then due under the Windsor Note, as required by the
terms of the Windsor Note. In addition, as required by the Asset
Purchase Agreement with Tar River, at closing, $342,160 was
placed into two separate escrow accounts to cover the potential
costs of improving pole attachments as well as other possible
post-closing expenses. A significant portion of the remaining
$1,050,982 of sale proceeds will be used to cover certain pre-
closing liabilities to third parties, as well as the final
closing costs of the transaction, such as legal fees. The
Partnership recognized a gain of $600,000 for financial reporting
purposes on the sale of the Windsor Systems.
WMXN-FM
During 1994, WMXN-FM generated sufficient revenues, through the
LMA (see below) to cover its operating costs (before management
fees).
The Partnership entered into an Option Agreement, effective
January 25, 1994, with US Radio , Inc. ("US Inc."), a Delaware
corporation, and an affiliated entity, US Radio, L.P. ("US
Radio"), a Delaware limited partnership, neither of which is
affiliated with the Partnership. Pursuant to the Option
Agreement, the Partnership granted US Inc. an option (the
"Call"), exercisable at any time prior to January 15, 1995, to
purchase substantially all of the assets of WMXN-FM (the
"Assets") for a cash price of $3.5 million. On September 23,
1994, US Inc. exercised the Call. On October 24, 1994, the
Partnership and US Radio of Norfolk, Inc. ("US Norfolk"), an
affiliate of US Inc. to which US Inc. assigned its option to
purchase WMXN-FM, filed an application with the FCC requesting
assignment of the license of WMXN-FM from the Partnership to US
Norfolk.
Following receipt of FCC approval, on February 21, 1995, US
Norfolk purchased WMXN-FM for approximately $3.5 million, subject
to future adjustment based on a post-closing accounting
reconciliation between US Norfolk and the Partnership required by
the Asset Purchase Agreement. The Partnership does not currently
anticipate that such potential future adjustment will be
material. Following payment of a transaction fee to a third
party unaffiliated with the Partnership, approximately $3.3
million was remitted to the Partnership. In addition, on March
7, 1995 approximately $400,000 was returned to the Partnership
from WMXN-FM's cash balances.
Effective January 31, 1994, the Partnership entered into a Time
Brokerage Agreement (the "LMA") with US Radio. The LMA called
for the Partnership to make broadcasting time available on WMXN-
FM to US Radio and for US Radio to provide radio programs to be
broadcast on WMXN-FM, subject to certain terms and conditions,
including the rules and regulations of the FCC. In exchange for
providing broadcasting time to US Radio, the Partnership received
a monthly fee approximately equal to its cost of operating WMXN-
FM. The LMA continued until the consummation of the acquisition
of WMXN-FM by US Norfolk (see below).
TCS
Although the broadcast television industry experienced overall
growth in advertising revenues in 1994, TCS was in default of
covenants under its note agreements as of December 31, 1994, and
failed to make scheduled principal payments totalling $2,300,000
on February 28, 1994, May 31, 1994, August 31, 1994 and November
30, 1994. In addition, TCS did not make a required principal
payment of $575,000 due February 28, 1995. TCS also expects to
default on the majority of its scheduled principal payments for
the remainder of 1995. TCS engaged in discussions with its note
holders regarding a potential restructuring of TCS's note
agreements, but ultimately decided to pursue a sale of the TCS
stations. The Partnership engaged Furman Selz Incorporated to
assist in marketing the TCS television stations for sale. The
marketing of the sale of such stations commenced in December of
1994. It is the Partnership's intention to actively pursue a
sale of the TCS television stations. On January 13, 1995, the
Partnership entered into a non-binding letter of intent to sell
the stock of Avant Development Corporation ("Avant"), a 100%-
owned corporate subsidiary of TCS, Inc. which owns WRBL-TV. The
sale of Avant is subject to negotiation of a definitive purchase
and sale agreement and numerous other conditions. The ultimate
transfer of the license of WRBL-TV to a potential buyer, via the
sale of the stock of Avant, will also be subject to the prior
approval of the FCC. The Partnership may not ultimately be able
to reach a final agreement with potential purchasers on terms
acceptable to the Partnership. During the process of marketing
the TCS television stations, while TCS remains in default, the
note holders have the option to exercise their rights under the
notes, which rights include the right to foreclose on the stock
of the operating subsidiaries that own the three TCS stations,
but not the other assets of the Partnership. Whether or not the
Partnership is able to sell the TCS television stations, it is
unlikely that the Partnership will recover more than a nominal
amount of its investment in TCS.
Refer to Note 4 for further information regarding TCS's debt.
During the fourth quarter of 1992, TCS concluded that there had
been an impairment of the value of the enterprise and, as a
result, wrote-down its intangible assets (goodwill) by a total of
$6 million, which resulted in the Partnership's $2,460,000 share
of this write-down for financial reporting purposes.
Paradigm
Paradigm and/or BBAD are not currently producing television
programs, and the Partnership has not advanced any funds to
Paradigm and/or BBAD since the second quarter of 1992. Paradigm
and/or BBAD took several steps in 1992 and 1993 to reduce
operating costs, primarily by reducing the number, and
compensation, of employees. However, Paradigm and/or BBAD did
not operate profitably during 1993, and were dependent on outside
sources, primarily Bob Banner Associates Inc. ("Associates") to
finance BBAD's monthly operating costs. The Partnership elected
not to fund such operating costs. The Partnership has no
obligation to advance any additional funds to Paradigm and/or
BBAD and actively sought a strategic partner that would share in
meeting Paradigm's and/or BBAD's potential future funding needs,
but was unable to identify such a partner. Paradigm and/or BBAD
have no liability for borrowed funds. The Partnership has agreed
in principle with Associates on the terms of an agreement under
which Paradigm would retain the three television movies and the
series developed by it, and the other projects and program
concepts developed by Paradigm and/or BBAD would be assigned to
Associates, and Paradigm would retain a percentage interest in
all such projects and concepts. It is the Partnership's
intention, following the execution of a definitive agreement
encompassing these terms, to attempt to sell its interest in
Paradigm and/or BBAD. However, it is unlikely that the
Partnership will recover more than a nominal portion, if any, of
its original investment in Paradigm and/or BBAD. Due in part to
the Partnership's unwillingness to advance additional funds to
fund the continuing operating losses and possible winding down of
Paradigm's and BBAD's operating activities, the Partnership
recorded in the second quarter of 1993 a writedown of
approximately $516,000 of certain assets of Paradigm and BBAD to
reduce the Partnership's net investment to a net realizable value
of zero.
GCC/WWC
Refer to Note 6 for information regarding GCC/WWC.
Investments, EMP, Ltd. and MVT
Refer to Note 6 for information regarding Investments, EMP, Ltd.,
and MVT.
IMP/Intelidata
Effective July 1, 1993, the Partnership entered into three
transactions to sell the business and assets of IMPLP/IMPI and
Intelidata. In two separate transactions, the Partnership sold
the entire business and substantially all of the assets of
IMPLP/IMPI and a portion of the business and assets of Intelidata
to Phillips Business Information, Inc. ("PBI") for future
consideration based on the revenues of IMPLP/IMPI and the portion
of the Intelidata business acquired by PBI. PBI is not
affiliated with the Partnership. At closing, PBI made advances
of $100,000 and $150,000 to IMPLP/IMPI and Intelidata,
respectively, which advances would be recoverable by PBI from any
future consideration payable by PBI to the Partnership. In
addition, PBI agreed to assume certain liabilities of IMPLP/IMPI
and Intelidata.
In the third transaction, the Partnership sold the remaining
business and assets of Intelidata, which were not sold to PBI, to
Romtec plc ("Romtec") in exchange for future consideration, based
on both the amount of assets and liabilities transferred to
Romtec and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of
Romtec. In addition, certain liabilities of Intelidata were
assumed by Romtec. Romtec is not affiliated with the
Partnership.
As a result of the above transactions, the Partnership recorded a
writedown of approximately $364,000 of certain assets of
IMPLP/IMPI/Intelidata in the second quarter of 1993 to reduce the
Partnership's net investment to a net realizable value of zero.
Subsequent to the sale of the businesses, the Partnership
advanced net additional funds totaling approximately $0.1 million
to IMPLP/IMPI and Intelidata to fund cash shortfalls resulting
from the pre-sale claims of certain creditors. The Partnership
anticipates that it may make additional such advances to
IMPLP/IMPI and Intelidata during 1995. The total of any the
Partnership obligations to fund such advances, including certain
contractual obligations, is not currently anticipated to exceed
the amount of the writedown. It is unlikely that the Partnership
will recover any portion of its investment in
IMPLP/IMPI/Intelidata.
Summary
<PAGE>
In summary of the Partnership's liquidity status, the
approximately $1,750,000 the Partnership has available for
working capital may be utilized to support anticipated funding
needs or possible restructurings as appropriate, of its
investments. The Partnership has no contractual commitment to
advance funds to any of its existing investments.
3. DISCONTINUED OPERATIONS
Cable Television Systems Segment
Due to the disposition of Windsor and Maryland Cable, discussed
in Note 2, the Partnership has presented its Cable Television
Systems Segment (comprised of Maryland Cable and Windsor) as
discontinued operations. The December 31, 1993 Consolidated
Balance Sheet and the December 31, 1993 and 1992 Consolidated
Statements of Operations and Consolidated Statements of Cash
Flows have been restated to present such discontinued operations.
The net liabilities of the discontinued operations of this
segment on the Consolidated Balance Sheets are comprised of the
following:
<TABLE>
<CAPTION>
As of
December 31,
1993
<S> <C>
Property, plant and
equipment, net $ 45,342,432
Intangible assets, net 85,521,053
Other assets 6,153,656
Borrowings (242,623,751)
Other liabilities (8,071,954)
Net liabilities of
discontinued operations $(113,678,564)
</TABLE>
Summarized results of the discontinued operations of this segment
on the Consolidated Statements of Operations are as follows:
<PAGE>
<TABLE>
<CAPTION>
December 31, December 31, December 31,
1994 1993 1992
<S> <C> <C> <C>
Operating Revenues $10,730,711 $ 44,781,524 $ 42,668,337
Less: Operating Expenses 9,750,040 44,335,219 41,972,964
Operating Income 980,671 446,305 695,373
Interest Expense (7,765,653) (28,666,732) (28,099,963)
Gain on Sale of Leesburg - 3,952,407 -
Loss from discontinued
operations $(6,784,982) $(24,268,020) $(27,404,590)
</TABLE>
Any losses incurred by this segment subsequent to March 31, 1994
have been offset against the gain on disposition for the year
ended December 31, 1994.
Production Segment
Due to the expected disposition of Paradigm in 1995, the
Partnership's Production Segment is presented as discontinued
operations at December 31, 1994. The December 31, 1993
Consolidated Balance Sheet and the December 31, 1993 and 1992
Consolidated Statement of Operations and Consolidated Statement
of Cash Flows have been restated to present such discontinued
operations.
The net liabilities of the discontinued operations of this
segment on the Consolidated Balance Sheets are comprised of the
following:
<PAGE>
<TABLE>
<CAPTION>
As of As of
December 31, December 31,
1994 1993
<S> <C> <C>
Cash $ 105,650 $ 185,269
Accounts payable and
accrued liabilities (246,361) (288,544)
Net liabilities of
discontinued operations $ (140,711) $ (103,275)
</TABLE>
Summarized results of the discontinued operations of this segment
on the Consolidated Statements of Operations are as follows:
<PAGE>
<TABLE>
<CAPTION>
December 31, December 31, December 31,
1994 1993 1992
<S> <C> <C> <C>
Operating Revenues $ 4,039 $ 5,917,189 $ 7,746,380
Less: Operating Expenses 67,997 6,941,432 8,827,869
Operating Loss (63,958) (1,024,243) (1,081,489)
Minority Interest 26,522 518,103 429,080
Loss from discontinued
operations $ (37,436) $ (506,140) $ (652,409)
</TABLE>
Television and Radio Station Segment
Due to the disposition of WMXN-FM (see Note 2) on February 21,
1995 and the Partnership's decision to sell TCS, the Partnership
has presented its Television and Radio Station Segment (comprised
of WMXN-FM and TCS) as discontinued operations. The December 31,
1993 Consolidated Balance Sheet and the December 31, 1993 and
1992 Consolidated Statements of Operations and Consolidated
Statements of Cash Flows, have been restated to present such
discontinued operations.
The net liabilities of discontinued operations of this segment on
the Consolidated Balance Sheets are comprised of the following:
<PAGE>
<TABLE>
<CAPTION>
As of As of
December 31, December 31,
1994 1993
<S> <C> <C>
Property, plant and
equipment, net $ 5,833,854 $ 5,723,402
Intangible assets, net 35,616,068 36,454,624
Other assets 15,077,634 6,420,854
Borrowings (42,999,804) (42,999,804)
Other liabilities (19,184,542) (7,744,849)
Net liabilities of
discontinued operations $ (5,656,790) $ (2,145,773)
</TABLE>
Summarized results of the discontinued operations of this segment
on the Consolidated Statements of Operations are as follows:
<PAGE>
<TABLE>
<CAPTION>
December 31, December 31, December 31,
1994 1993 1992
<S> <C> <C> <C>
Operating Revenues $14,361,993 $11,834,695 $ 1,729,175
Less: Operating Expenses 12,743,603 11,400,709 2,317,053
Operating Income/(Loss) 1,618,390 433,986 (587,878)
Interest Expense (5,222,029) (3,803,215) -
Equity in loss of joint
venture - TCS - (1,288,838) (4,493,770)
Loss from discontinued
operations $(3,603,639) $(4,658,067) $(5,081,648)
</TABLE>
TCS was accounted for under the equity method through March 26,
1993.
The Partnership expects to recognize a gain on the disposition of
its Television and Radio Station Segment and will record such
gain on upon consummation of the disposal.
Business Information Services Segment
Effective July 1, 1993, the Partnership sold the business and
assets of IMPLP/IMPI and Intelidata (the Business Information
Services Segment). The results of the Business Information
Services Segment have been reported separately in the December
1993 and 1992 Consolidated Statements of Operations as
discontinued operations. Summarized results of the discontinued
operations of this segment are as follows:
<PAGE>
<TABLE>
<CAPTION>
December 31, December 31,
1993 1992
<S> <C> <C>
Operating Revenues $ 978,359 $ 1,427,157
Less:
Operating Expenses 1,382,727 3,394,257
Operating Loss (404,368) (1,967,100)
Other Expenses (386,896) (40,642)
Minority Interest - 50,000
Loss from discontinued
operations $ (791,264) $ (1,957,742)
</TABLE>
4. BORROWINGS
At December 31, 1994 and December 31, 1993 the aggregate amount
of borrowings reflected on the balance sheets of the Partnership;
(included in the net liabilities of the discontinued operations
of the Television and Radio Station Segment) is detailed as
follows:
<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
<S> <C> <C>
A) Senior Secured Note-TCS $ 31,323,000 $ 31,323,000
B) Senior Subordinated Secured
Note-TCS 11,326,804 11,326,804
C) Senior Secured Fee Note-TCS
350,000 350,000
Total $ 42,999,804 $ 42,999,804
</TABLE>
A-B-C)On June 1, 1990, TCS entered into note purchase agreements
with a group of insurance companies which provided for
senior secured borrowings of $35 million (the "Senior
Secured Notes") and subordinated secured borrowings of $10
million (the "Subordinated Notes"). These commitments, as
restructured (see below), require mandatory payments each
year until 1997. The agreements contain covenants that
include requirements to maintain certain financial tests and
ratios (including notes to cash flow ratio and interest to
cash flow ratio) and restrictions and limitations on capital
expenditures, sale of assets, consulting fees, corporate
overhead, investments, and leases.
TCS also entered into a security and pledge agreement dated
as of June 1, 1990 with a bank, whereby it is a condition to
the purchasers' obligation under the note purchase
agreements that TCS grant to the security trustee a security
interest in and lien upon (i) all of the capital stock of
each corporation which owns or operates one or more of TCS's
stations and (ii) all of TCS's present and future right,
title and interest in the subsidiary notes, to secure TCS's
indenture obligations.
On December 14, 1992, TCS negotiated agreements to amend its
note agreements. TCS had been unable to generate sufficient
funds from operations to fully meet its obligations under
its note purchase agreements. The Senior Secured Notes and
the Subordinated Notes were amended to reschedule principal
payments. In addition, the amended agreements contain
certain options for required prepayments and restrictions
requiring excess cash to be paid based upon a calculation
outlined in the agreements. As payment for a transaction
fee, the senior lenders were issued additional notes due May
31, 1997, in the amount of $350,000 (the "Senior Secured Fee
Notes"). Also, upon sale of the TCS stations or retirement
of the debt, the subordinated lenders will receive
compensation equal to 20% (or 25% in some circumstances) of
the value of the assets of TCS after subtracting all
outstanding debt. All previous defaults under the Senior
Secured Notes and the Subordinated Notes were waived.
Under the amended note agreements, the Senior Secured Notes
and the Senior Secured Fee Notes accrue interest at the rate
of 10.69% per annum payable on the last day of February,
May, August and November. However, TCS has the option to
defer payment of interest on the Senior Secured Fee Notes
until May 31, 1997. All interest so deferred will be
compounded quarterly at the stated rate of 10.69%. In
addition, the amended loan agreement required accrued
interest due through December 14, 1992 on the Subordinated
Note of $1,326,804 to be reclassified into the original
Subordinated Note amount of $10,000,000. The restated
Subordinated Note total of $11,326,804 accrues interest at
the rate of 12.69% per annum compounded quarterly on the
15th of March, June, September and December until either
certain conditions are met (refer to the amended note
agreement for specific conditions), or until December 15,
1995.
See Note 2 regarding defaults under the amended TCS loan
agreements.
At December 31, 1994, the annual aggregate amounts of
principal payments required for the borrowings reflected in
the consolidated balance sheet of the Partnership are,
unless accelerated as discussed in Note 2, as follows:
<TABLE>
<CAPTION>
Year Ending Principal Amount
<S> <C>
1995 2,300,000
1996 5,200,000
1997 33,199,804
$ 40,699,804
Defaulted Principal Payments in 1994 2,300,000
Total $ 42,999,804
</TABLE>
Based upon the restrictions of debt as described above,
approximately $54 million of assets (which are included in
Net Liabilities of Discontinued Operations on the
accompanying Consolidated Balance Sheets) are restricted
from distribution by the entities in which the Partnership
has an interest.
5. TRANSACTIONS WITH THE GENERAL PARTNER AND ITS AFFILIATES
During the years ended December 31, 1994, 1993, and 1992, the
Partnership incurred the following expenses in connection with
services provided by the General Partner and its affiliates:
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1994 1993 1992
<S> <C> <C> <C>
Media Opportunity
Management Partners
(General Partner):
Partnership Management
Fee $ 860,836 $ 838,205 $ 814,582
Property Management Fee 2,105,031 2,235,212 2,172,217
$2,965,867 $3,073,417 $2,986,799
</TABLE>
In addition, the Partnership, through the Windsor Systems and
Maryland Cable, entered into an agreement with MultiVision, an
affiliate of the General Partner, whereby MultiVision provided
the Windsor Systems (through June 29, 1992) and Maryland Cable
(through its sale in 1994) with certain administrative services.
The reimbursed cost to the Windsor Systems and Maryland Cable for
these services amounted to $848,067 for the year ended December
31, 1994, $977,414 for the year ended December 31, 1993, and
$936,356 for the year ended December 31, 1992. These costs do
not include programming costs that were charged to the Windsor
Systems and Maryland Cable under a cost allocation agreement. 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 Systems. Effective June 30, 1992, the Partnership
entered into a management agreement with Cablevision Systems
Corporation, which is not affiliated with the Partnership, to
manage the day-to-day operations and maintain the books and
records of the Windsor Systems through the sale of the Windsor
Systems in 1994. These responsibilities were subject to the
direction and control of the General Partner.
The total customer base managed by MultiVision declined
significantly during 1992 as a result of divestitures by
companies other than the Partnership, which had utilized the
managerial services of MultiVision, leading to slightly higher
programming prices for all its managed systems, including the
Maryland Cable and Windsor Systems.
6. OTHER INVESTMENTS
GCC/WWC
On May 24, 1989, the Partnership entered into a subscription and
purchase agreement (the "Subscription Agreement") to purchase
500,000 shares of Series A Convertible Preferred Stock
("Preferred Stock") of General Cellular Corporation ("GCC") at
$30 per share, for a total subscription of $15 million. GCC was
a California-based owner and operator of cellular telephone
systems.
In 1990, the Partnership wrote down the value of its preferred
stock in GCC of $15,000,000, because of GCC's inability at that
time to raise the financing critical to its viability as a going
concern.
On March 17, 1992, a plan of reorganization under Chapter 11 of
the U.S. Bankruptcy Code became effective, in which GCC was
recapitalized by an investor group. As part of the plan of
reorganization, GCC's outstanding debt was reduced from
approximately $97 million to $20 million. Under the plan, the
Partnership's 500,000 shares of Preferred Stock were converted to
199,281 shares of common stock, prior to the effect of the
Partnership's exercise of rights pursuant to a rights offering.
The rights offering provided that existing shareholders,
including the Partnership, could purchase additional ownership in
GCC. Each right consisted of the right to purchase from GCC a
unit consisting of one share of common stock and $9.09 in
principal amount of senior notes, for a total unit price of
$19.09. On March 4, 1992, the Partnership exercised 52,384
rights, for a total price of $1,000,011. By exercising these
rights, the Partnership purchased: a) 52,384 shares of common
stock of GCC, which increased the Partnership's ownership
position in GCC to 251,665 shares; and b) senior notes with a
face value of $476,171. On August 19, 1992, GCC redeemed the
senior notes, repaying to the Partnership $476,171, plus accrued
interest.
On October 26, 1992, GCC completed a second rights offering
pursuant to which existing shareholders, including the
Partnership, were issued rights to purchase one additional share
of common stock for each 1.75 shares owned, for a price of
$10.00. The Partnership purchased 100,000 additional shares for
an investment of $1,000,000. In addition, the Partnership sold
43,809 rights to purchase shares for a price of $120,000 to an
unaffiliated entity. Additionally, effective November 3, 1993,
the Partnership sold 61,160 rights to purchase shares for a price
of $100,000 to several unaffiliated entities. GCC raised
$25,281,000 in the offering to assist it in completing its
business plan of purchasing and operating clusters of cellular
systems in certain geographic areas.
On January 20, 1994, the majority stockholders of GCC and certain
holders of interest in MARKETS Cellular Limited Partnership
("Markets"), and PN Cellular, Inc. ("PNCI") executed a Memorandum
of Intention (the "Memorandum") pursuant to which the parties
thereto expressed their intent to effect a proposed business
combination of GCC and Markets.
The Partnership executed an Exchange Agreement and Plan of Merger
("Agreement"), dated July 20, 1994, to which the majority
stockholders of GCC and the majority owners of Markets are
parties. Pursuant to the Agreement, the Partnership exchanged
its shares in GCC for an equal number of shares in Western
Wireless Corporation ("WWC"), a new company which was organized
to own the equity interest of GCC and Markets. Following the
consummation of the business combination on July 29, 1994, WWC
became the owner of 100% of the Partnership interests in Markets
and approximately 95% of the outstanding common stock of GCC.
WWC holds and operates cellular licenses covering approximately
5.6 million net pops (defined as the population in an area
covered by a cellular franchise) including pending acquisitions.
The Partnership's shares represent approximately 2.4% of WWC.
The parties have entered into a stockholders agreement containing
certain restrictions on transfer, registration rights and
corporate governance provisions.
TCS
On January 17, 1990, the Partnership entered into a limited
partnership agreement with Riverdale Media Corporation
("Riverdale"), forming TCS. The agreement was subsequently
amended to include Commonwealth Capital Partners, L.P.
("Commonwealth") as a limited partner. Initially, Riverdale was
the general partner of TCS, and owned 20.01% of the entity. The
Partnership and Commonwealth were limited partners owning 41% and
38.99%, respectively. Riverdale contracted with ML Media
Opportunity Consulting Partners, a wholly-owned subsidiary of the
Partnership, to provide management services for TCS.
On June 19, 1990, TCS completed its acquisition of three network
affiliated television stations; WRBL-TV, the CBS affiliate
serving Columbus, Georgia; WTWO-TV, the NBC affiliate serving
Terre Haute, Indiana; and KQTV-TV, the ABC affiliate serving St.
Joseph, Missouri (the "TCS Stations").
The purchase price of $49 million, a non-compete payment of $7
million, and starting working capital and closing costs of
approximately $5 million were funded by the sale by TCS of senior
notes totaling $35 million and subordinated notes totaling $10
million, and equity of $16 million. The Partnership's total
equity contribution and incurred costs were approximately $8.3
million as of December 31, 1994 (including approximately $170,000
noted below). In addition, the Partnership had loaned TCS
approximately $400,000 for working capital purposes during 1991.
On December 14, 1992, the Partnership concluded agreements to
restructure the debt and ownership arrangements of TCS.
Concurrent with the new debt arrangements (as detailed in Note
5), the equity partners in TCS agreed to seek regulatory approval
to alter the ownership structure of the company. On March 26,
1993, the Partnership was granted such approval by the FCC. As a
result, on March 26, 1993, the Partnership and Commonwealth
purchased the 20.01% ownership interest held by Riverdale. On
March 26, 1993, a wholly-owned subsidiary of the Partnership
became the new sole general partner of TCS and the Partnership's
total ownership interest in TCS increased from 41% to 51.005% (1%
of which is the general partner interest). The Partnership
utilized approximately $170,000 of its working capital reserve to
acquire the additional 10.005% interest.
Refer to Note 2 regarding defaults under TCS loan agreements, and
to Note 3 regarding the discontinued operations of TCS.
Paradigm/BBAD
On May 31, 1991, the Partnership, Productions, GLP Co. and
Associates entered into a new agreement (the "Revised Paradigm
Agreement") that amended the original Paradigm Agreement. Under
the terms of the Revised Paradigm Agreement, effective June 16,
1991 the general partner interests of GLP Co. and Associates in
Paradigm were converted to limited partner interests. GLP Co.
and Associates each retained their 25% ownership in Paradigm and
the Partnership retained its 50% beneficial interest. Under the
terms of the Revised Paradigm Agreement, Paradigm retained
ownership of all program concepts developed by Paradigm prior to
June 15, 1991, but assigned the task of further developing these
program concepts to GLP Co. and/or Associates as independent
contractors. Per the Revised Paradigm Agreement, if GLP Co. or
Associates were to develop any new program concepts during the
period in which they were acting as independent contractors for
Paradigm, GLP Co. or Associates would be required to offer
Paradigm the right to finance the production of such program
concepts. Regardless of Paradigm's decision to finance the
further development of the new program concepts, Paradigm would
receive a share of the profits and fees, if any, from such new
program concepts.
The consulting agreements described above expired on December 31,
1991. Effective with the expiration, Associates continued,
without a formal agreement, to develop projects to offer to
Paradigm. As was the case under the Revised Paradigm Agreement,
the Partnership had the option of financing such projects in
return for equity interests in such projects. During 1992, the
Partnership advanced approximately $1.0 million to Paradigm to
fund Paradigm's operations and the production of its television
programs. Offsetting these advances during 1992, Paradigm
returned to the Partnership $2.5 million of such advances, which
Paradigm received from broadcasters as fees for movies produced.
Effective June 23, 1992, Paradigm formed a general partnership
with Associates to start a new production company, BBAD. Pursuant
to this new general partnership arrangement between Paradigm and
Associates, during 1992 Paradigm advanced approximately $942,000
and Associates advanced approximately $457,000 to fund BBAD's
operations and the development of certain programming concepts.
Initially, Paradigm owned 67% and Associates owned 33% of BBAD,
based on their capital contributions to BBAD. In addition,
Associates contributed an additional approximately $0.7 million
and Paradigm contributed approximately $0.3 million from existing
cash balances during 1993 to fund BBAD's operations. As of
December 31, 1994, the Partnership had advanced a total of
approximately $7.5 million to Paradigm (net of funds returned by
Paradigm).
Through the end of 1993, Paradigm had produced three television
movies which had aired as well as one syndicated series (which
was discontinued after thirteen episodes), and BBAD had produced
one television movie which had aired and one series. BBAD had
also developed other program concepts which may be produced as
either movies or series for television.
Refer to Note 2 and 3 for further information regarding Paradigm
and BBAD.
Investments, EMP, Ltd., and MVT
On September 1, 1989, the Partnership entered into various
agreements with Peter Clark ("Clark") and Alan Morris ("Morris")
to form U.K. entities (the "Media Ventures Companies") that would
develop and invest in media businesses in Europe. Pursuant to
the terms of these agreements, the Partnership advanced $2.0
million to Investments and its predecessors between 1989 and
December 31, 1991. During 1991, and following the Partnership's
decision not to advance additional funds to the Media Ventures
Companies beyond the Partnership's initial $2.0 million
commitment, the Media Ventures Companies secured funding from a
third party, ALP Enterprises, Inc. ("ALP Enterprises") to allow
the Media Ventures Companies to continue their operations. Due
to: (i) the Partnership's unwillingness to advance additional
funds to the Media Ventures Companies; and (ii) the Media
Ventures Companies' resultant reliance on funding from ALP
Enterprises, the Partnership's ownership in the Media Ventures
Companies was diluted -- through a number of restructurings of
the ownership of the Media Ventures Companies -- as ALP
Enterprises advanced funds to the Media Ventures Companies.
As of December 31, 1993, the Media Ventures Companies had
started, or made investments in, a number of media businesses,
including an investment in 1992 in Teletext U.K., Ltd.
("Teletext"), a newly formed U.K. corporation organized to
acquire U.K. franchise rights to provide data in text form to
television viewers via television broadcast sidebands. The
investment of the Media Ventures Companies in Teletext was
initially held by European Media Partners, Ltd. ("EMP, Ltd."),
the primary operating holding company organized by the Media
Ventures Companies. Following a July 30, 1993 restructuring,
EMP, Ltd. was owned 13.8% by the Partnership, 45.6% by Clarendon
(a company controlled by the founders and management of the Media
Ventures Companies), and 40.6% by ALP Enterprises. The
Partnership also owned 36.8% of the common stock of Investments
(which was, and remains essentially inactive), ALP Enterprises
owned 13.8%, Clarendon owned 41.4% and Charles Dawson (who
manages a business in which the Media Ventures Companies have an
investment) owned 8.0%.
During 1994, the Media Ventures Companies continued to distribute
television programs and to monitor the Teletext investment held
by MVT (see below) while attempting to expand the operations of
the Media Ventures Companies into new areas of European media.
Investments, MVT, EMP, Ltd. and their affiliates are currently
reliant on their cash balances, existing operations, and/or
additional funding from ALP Enterprises or other, as yet
unidentified, financing sources to fund their continuing
operations. The Partnership expects to advance no further funds
to Investments, MVT or their affiliates beyond those funds
already advanced by the Partnership.
Effective August 12, 1994, the Partnership and EMP, Ltd.
restructured the ownership of EMP, Ltd. and certain of its
subsidiaries in order to enable EMP, Ltd. to attract additional
capital from ALP Enterprises and other potential third party
investors. In the restructuring, based on certain
representations from EMP, Ltd. and ALP Enterprises, the
Partnership sold to Clarendon and ALP Enterprises for nominal
consideration the Partnership's shares in EMP, Ltd.
Simultaneously, the Partnership and EMP, Ltd. entered into an
agreement whereby EMP, Ltd.'s 10% interest in Teletext was
transferred, together with a pound sterling 350,000 loan
(approximately $543,000 at then-current exchange rates) from EMP, Ltd.
to a newly formed entity, MVT. After the transfer, the Partnership
owns 13.8% of the issued common shares of MVT, while EMP, Ltd. owns the
remaining 86.2%. MVT's sole purpose is to manage its 10%
interest in Teletext. The Partnership has the right to require
EMP, Ltd. to purchase the Partnership's interest in MVT at any
time between December 31, 1994 and December 31, 1997. EMP, Ltd.
has the right to require the Partnership to sell the
Partnership's interest in MVT to EMP, Ltd. at any time between
September 30, 1995 and September 30, 1998. MVT will pay an
annual fee to EMP, Ltd. for management services provided by EMP,
Ltd. in connection with overseeing MVT's investment in Teletext.
Following the restructuring, the Partnership no longer has any
interest in EMP, Ltd. The Partnership elected not to advance
further funds to investments or MVT. It is likely the
Partnership will not recover the majority of its $2 million
investment in Investments either from Investments or from MVT.
<PAGE>
7. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATES
The following table presents summarized financial information of
the Partnership's investment in Investments, which was accounted
for under the equity method in 1992 only:
<TABLE>
<CAPTION>
Year Ended
December 31,
1992
<S> <C>
Net Revenues $ 137,095
Costs and Expenses (364,259)
Net Loss $(227,164)
Partnership's equity in
net loss: $(227,164)
</TABLE>
8. FAIR MARKET VALUE
Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments", requires companies to
report the fair value of certain on- and off-balance sheet assets
and liabilities which are defined as financial instruments.
Considerable judgment is necessarily required in interpreting
data to develop the estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of the
amounts that the Partnership could realize in a current market
exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the
estimated fair value amounts.
Assets, including cash and cash equivalents and accounts
receivable, and liabilities, such as trade payables, are carried
at amounts which approximate fair value.
Borrowings
As of December 31, 1994, due to the uncertainty of the
Partnership's ability to meet its obligations under the TCS notes
and the uncertainty relating to the ultimate outcome of the
Partnership's efforts to sell the TCS television stations, the
General Partner considers the estimation of the fair market value
of the TCS debt obligations (included in net liabilities of
discontinued operations in the accompanying consolidated balance
sheets) to be impracticable.
As of December 31, 1993, considering the uncertainty of the
Partnership's ability to meet its obligations under the Amended
Credit Agreement, Senior Subordinated Discount Notes, Windsor
Note, and the TCS notes, management believed that using the
Partnership's future cash flows related to debt-service to
estimate the fair value of these loans was not appropriate. In
addition, because of the uncertainty related to the ultimate
outcome of the Partnership's restructuring efforts (see Note 2),
the General Partner considered estimation of the fair value of
these loans based on collateral value and other methods to be
impracticable.
Other Financial Instruments
The Partnership owns 351,665 shares of common stock of WWC (see
Note 6). It is not practicable to estimate the fair value of this
investment because of the lack of a quoted market price and the
inability to estimate fair value without incurring excessive
costs. The approximate $1.3 million carrying amount as of
December 31, 1994 and December 31, 1993, represents the adjusted
cost of the investment, which management believes is not
impaired. No dividends were received during the years ended
December 31, 1994 and December 31, 1993.
<PAGE>
9. ACCOUNTING FOR INCOME TAXES
As discussed in Note 1, the corporations owned by the Partnership
adopted SFAS No. 109 effective January 1, 1993. The cumulative
effect of this change in accounting principle was immaterial and
there was no effect on the provision for income taxes in the year
of adoption.
Certain entities owned by the Partnership are taxable entities
and thus are required under SFAS No. 109 to recognize deferred
income taxes. The components of the net deferred tax asset
(included in the net liabilities of discontinued operations in
the accompanying consolidated balance sheets) at December 31,
1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward
$ 1,991,326 $ 40,896,465
Allowance for doubtful accounts
173,368 155,396
2,164,694 41,051,861
Deferred tax liabilities:
Basis of property, plant and
equipment (961,074) (761,871)
Basis of intangible assets 0 (446,103)
(961,074) (1,207,974)
Total 1,203,620 39,843,887
Less: valuation allowance (1,203,620) (39,843,887)
Net deferred tax asset $ 0 $ 0
</TABLE>
The change in the net deferred tax asset for the year ended
December 31, 1994 consisted of a reduction of approximately $39.1
million due to the disposition of Maryland Cable and an increase
of approximately $.5 million due primarily to an increase in the
net operating loss carryforward. The entire net change was
offset by a corresponding reduction in the valuation allowance.
The change in the net deferred tax asset for the year ended
December 31, 1993 amounted to an increase of approximately
$10,400,000 due to an increase in the net operating loss
carryforward offset by a corresponding reduction due to a change
in the valuation allowance.
No provision for income taxes was required for the year ended
December 31, 1992.
At December 31, 1994, the taxable entities have available net
operating loss carryforwards which may be applied against future
taxable income. Such net operating loss carryforwards expire at
various dates from 2007 through 2009.
For the Partnership, the differences between the tax bases of
assets and liabilities and the reported amounts at December 31,
1994 and 1993 are as follows:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
1994 1993
Partners' Deficit - financial
statements $(3,016,005) (111,356,546)
Differences:
Offering expenses 11,346,156 11,346,156
Basis of property, plant and equipment
and intangible assets
4,211,542 (31,132,326)
Unrealized loss on common stock
investment 15,000,000 15,000,000
Cumulative (income) losses of stock
investments (corporations) 17,827,451 178,371,722
Management fees 4,176,677 2,984,289
Other 1,065,474 (1,056,383)
Partners' Capital - income tax
basis $50,611,295 $ 64,156,912
</TABLE>
10. MINORITY INTEREST
Paradigm/BBAD
The Partnership's consolidated financial statements include 100%
of the assets, liabilities and results of operations of Paradigm
and its affiliate, BBAD. The Partnership holds a 50% interest in
Paradigm and owns approximately 52% in BBAD through Paradigm
based upon capital contributions. The remaining approximately
48% of BBAD is owned by Associates, an entity which is not
otherwise affiliated with the Partnership except as a 25% limited
partner in Paradigm. The Partnership's net loss was decreased by
approximately $27,000 and $518,000 for the years ended December
31, 1994 and December 31, 1993, respectively as a result of the
minority interest in BBAD. Minority interest is presented along
with the discontinued operations of the Production segment of the
consolidated financial statements.
TCS
As discussed in Note 6, on March 26, 1993, the Partnership's
total ownership interest in TCS increased to 51.005% and thus the
Partnership has included TCS in the consolidated financial
statements as of December 31, 1994 and December 31, 1993.
No minority interest has been recorded for the periods ended or
as of December 31, 1994 and December 31, 1993 due to cumulative
losses which have been incurred and the lack of an obligation on
the part of the minority shareholder to fund such losses.
<PAGE>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
AS OF DECEMBER 31, 1994 AND DECEMBER 31, 1993
SCHEDULE III CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ML Media Opportunity Partners, L.P.
Condensed Balance Sheets
as of December 31, 1994 and December 31, 1993
<TABLE>
<CAPTION>
NOTES 1994 1993
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents 3 $ 1,752,059 $ 3,521,683
Accounts receivable 450,879 -
Interest receivable 5,180 7,644
Prepaid expenses and deferred
charges - 297,954
Investment in Subsidiaries 1,2 (4,535,835) (114,516,638)
TOTAL ASSETS $ (2,327,717) $(110,689,357)
LIABILITIES AND PARTNERS'
CAPITAL:
Liabilities:
Accounts payable and accrued
liabilities $ 688,288 $ 667,189
Partners' Deficit:
General Partner:
Capital contributions, net of
offering expenses 1,019,428 1,019,428
Cash distribution (90,624) -
Cumulative loss (938,472) (2,112,501)
(9,668) (1,093,073)
Limited Partners:
Capital contributions, net of
offering expenses (112,147.1
Units of Limited Partnership
Interest) 100,914,316 100,914,316
Tax allowance cash
distribution (2,040,121) (2,040,121)
Other Cash Distribution (8,971,760) -
Cumulative loss (92,908,772) (209,137,668)
(3,006,337) (110,263,473)
Total Partners' Deficit (3,016,005) (111,356,546)
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ (2,327,717) $(110,689,357)
</TABLE>
See Notes to Condensed Financial Statements.
<PAGE>
SCHEDULE III CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Cont'd
ML Media Opportunity Partners, L.P.
Condensed Statements of Operations
For the Years Ended December 31, 1994, December 31, 1993,
and December 31, 1992
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
NOTES 1994 1993 1992
<S> <C> <C> <C> <C>
PARTNERSHIP
OPERATING EXPENSES:
General and
administrative $ 4,260 $ 19,930 $ 4,205
Amortization 297,954 440,913 430,898
Management fees to
general partner 2,965,867 3,073,417 2,986,799
Loss on Writedown of
Assets - 515,919 -
Other 264,263 174,051 144,664
Total cost and
expenses 3,532,344 4,224,230 3,566,566
Interest income $ 430,730 $ 130,302 $ 517,769
(Loss) from
continuing
operations before
equity in loss of
joint venture (3,101,614) (4,093,928) (3,048,797)
Equity in loss of
joint ventures - - (227,164)
</TABLE>
See Notes to Condensed Financial Statements.
<PAGE>
SCHEDULE III CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Cont'd
ML Media Opportunity Partners, L.P.
Condensed Statements of Operations
For the Years Ended December 31, 1994, December 31, 1993,
and December 31, 1992
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
NOTES 1994 1993 1992
<S> <C> <C> <C> <C>
Loss from continuing
operations
(3,101,614) (4,093,928) (3,275,961)
(Loss) from
discontinued
operations of
subsidiaries (9,826,057) (30,223,491) (35,096,389)
Loss Before
Extraordinary Item (12,927,671) (34,317,419) (38,372,350)
Extraordinary Item 130,330,596 - -
NET INCOME/(LOSS) 2 $117,402,925 $(34,317,419) $(38,372,350)
</TABLE>
See Notes to Condensed Financial Statements.
<PAGE>
SCHEDULE III CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(Cont'd)
ML Media Opportunity Partners, L.P.
Condensed Statements of Cash Flow
For the Years Ended December 31, 1994, December 31, 1993,
and December 31, 1992
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Cash flows from
operating activities:
Net loss $117,402,925 $(34,317,419) $(38,372,350)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Amortization 297,954 440,913 430,898
Change in assets and
liabilities:
(Decrease)/increase in
investment (109,980,803) 30,746,107 35,330,916
in subsidiaries
(Increase)/decrease in
accounts receivable (448,415) 7,037 (3,116)
Increase/(decrease) in
accounts payable and
accrued liabilities 21,099 308,653 (16,911)
Net cash used in
operating activities 7,292,760 (2,814,709) (2,630,563)
</TABLE>
<PAGE>
SCHEDULE III CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(Cont'd)
ML Media Opportunity Partners, L.P.
Condensed Statements of Cash Flow
For the Years Ended December 31, 1994, December 31, 1993,
and December 31, 1992
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Cash flows from
investing activities:
Advances from (to)
subsidiaries - 578,373 (122,916)
Cash distribution (9,062,384) - -
Net investment in
subsidiaries - (911,491) (2,660,423)
Net cash used in
investing activities (9,062,384) (333,118) (2,783,339)
Net decrease in cash
and cash equivalents (1,769,624) (3,147,827) (5,413,902)
Cash and cash
equivalents at
beginning of year 3,521,683 6,669,510 12,083,412
Cash and cash
equivalents at end of
year $1,752,059 $ 3,521,683 $ 6,669,510
</TABLE>
See Notes to Condensed Financial Statements.
Schedule III CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Cont'd
ML Media Opportunity Partners, L.P.
Notes To Condensed Financial Statements
For the Years Ended December 31, 1994
December 31, 1993, and December 31, 1992
1. Organization
ML Media Opportunity Partners, L.P. (the "Partnership") wholly
owns WMXN-FM, holds a 50% interest in Paradigm, a 13.8% interest
in MVT, a 93.5% interest in IMPLP/IMPI, a 100% interest in
Intelidata and 51.005% interest in TCS. All of the preceding
investments and the Partnership's other majority-owned
subsidiaries shall herein be referred to as the "Subsidiaries."
The Partnership carries its interest in GCC at cost.
Certain 1992 and 1993 items have been reclassified to conform to
1994 presentation for discontinued operations.
<PAGE>
2. Investment in Subsidiaries
The Partnership's investment in the Subsidiaries is accounted for
under the equity method in the accompanying condensed financial
statements.
The following is a summary of the financial position and results
of operations of the Subsidiaries (included in consolidated
financial statements).
<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
<S> <C> <C>
Assets $ 57,894,872 $ 187,281,249
Liabilities (62,430,707) (301,797,887)
Investment in Subsidiaries $ (4,535,835) $(114,516,638)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1994 1993 1992
<S> <C> <C> <C>
Revenues $ 25,096,743 $ 62,533,408 $ 52,143,892
Partnership's share of
discontinued operations
of subsidiaries (9,826,057) (30,223,491) (35,096,389)
</TABLE>
Schedule III CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994
DECEMBER 31, 1993, AND DECEMBER 31, 1992
3. Cash and Cash Equivalents
At December 31, 1994, the Partnership had $1,752,059 in cash and
cash equivalents of which $1,672,365 was invested in commercial
paper. In addition, the Partnership had $79,694 invested in cash
and demand deposits.
At December 31, 1993, the Partnership had $3,521,683 in cash and
cash equivalents of which $597,467 was invested in banker
acceptances and $2,854,509 was invested in commercial paper. In
addition, the Partnership had $69,707 invested in cash and demand
deposits.
Item 9. Changes in and Disagreement with Accountants and
Accounting and Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Partnership
Registrant has no executive officers or directors. The General
Partner manages the Registrant's affairs and has general
responsibility and authority in all matters affecting its
business. The responsibilities of the General Partner are
carried out either by executive officers of EHR Opportunity
Management, Inc. and IMP Opportunity Management, Inc. as general
partners of RP Opportunity Management, L.P. or executive officers
of ML Opportunity Management Inc., acting on behalf of the
General Partner. The executive officers and directors of RP
Opportunity Management, L.P. and ML Opportunity Management Inc.
are:
RP Opportunity Management, L.P. (the "Management Company")
Served in Present
Name Capacity Since (1) Position Held
Director and President
I. Martin Pompadur 6/15/87 IMP Opportunity Management
Executive Vice President
Elizabeth McNey Yates 4/01/88 IMP Opportunity Management
ML Opportunity Management Inc. ("MLOM")
Served in Present
Name Capacity Since (1) Position Held
Kevin K. Albert 2/19/91 President
6/22/87 Director
Robert F. Aufenanger 2/02/93 Executive Vice President
3/28/88 Director
Robert W. Seitz 2/02/93 Vice President
2/01/93 Director
James K. Mason 2/01/93 Director
Steven N. Baumgarten 3/07/94 Vice President
David G. Cohen 3/07/94 Treasurer
(1) Directors hold office until their successors are elected and
qualified. All executive officers serve at the pleasure of
the Board of Directors of the respective entity.
I. Martin Pompadur, 59, is the Chairman and Chief Executive
Officer of GP Station Partners which is the General Partner of
Television Station Partners, L.P. a private limited partnership
that owns and operates four network affiliated television
stations. He is the Chairman and Chief Executive Officer of
PBTV, Inc., the Managing General Partner of Northeastern
Television Investors Limited Partnership, a private limited
partnership which owns and operates WBRE-TV, a network affiliated
station in Wilkes-Barre Scranton, Pennsylvania. Mr. Pompadur
also is a Chairman and Chief Executive Officer of U.S. Cable
Partners, a general partner of U.S. Cable Television Group, L.P.
("U.S. Cable") which owns and operates cable systems in ten
states. He is also the President and a Director of RP Media
Management ("RPMM"), a joint venture which is a partner in Media
Management Partners ("MMP"), an affiliate of the General Partner
and the general partner of ML Media Partners, L.P., which
presently owns two network affiliated television stations,
several cable television systems and several radio stations. Mr.
Pompadur is the Chief Executive Officer of ML Media Partners,
L.P. Mr. Pompadur is also Chief Executive Officer of MultiVision
Cable TV Corp. ("MultiVision"), a cable television multiple
system operator ("MSO") organized in January 1988 and owned
principally by Mr. Pompadur to provide MSO services to cable
television systems acquired by entities under his control. Mr.
Pompadur is a principal owner, member of the Board of Directors
and Secretary of Caribbean International News Corporation
("Caribbean"). Caribbean owns and publishes EL Vocero, the
largest Spanish language daily newspaper in the U.S.
Elizabeth McNey Yates, 32, Executive Vice President of RP
Opportunity Management, L.P., joined RP Companies Inc., an entity
controlled by Mr. Pompadur, in April 1988 and has senior
executive responsibilities in the areas of finance, operations,
administration and acquisitions. Ms. Yates is an Executive Vice
President of RPMM and Senior Vice President of MMP.
Kevin K. Albert, 42, a Managing Director of Merrill Lynch
Investment Banking Group ("ML Investment Banking"), joined
Merrill Lynch in 1981. Mr. Albert works in the Equity Private
Placement Group and is involved in structuring and placing a
diversified array of private equity financings including common
stock, preferred stock, limited partnership interests and other
equity-related securities. Mr. Albert is also a director of
Maiden Lane Partners, Inc. ("Maiden Lane"), an affiliate of the
General Partner and the general partner of Liberty Equipment
Investors - 1983; a director of Whitehall Partners Inc.
("Whitehall"), an affiliate of MLOM and the general partner of
Liberty Equipment Investors L.P. - 1984; a director of ML Media
Management Inc. ("ML Media"), an affiliate of MLOM and a joint
venturer of Media Management Partners, the general partner of ML
Media Partners, L.P.; a director of ML Film Entertainment Inc.
("ML Film"), an affiliate of MLOM and the managing general
partner of the general partners of Delphi Film Associates II,
III, IV, V and ML Delphi Premier Partners, L.P.; a director of
MLL Antiquities Inc. ("MLL Antiquities"), an affiliate of MLOM
and the administrative general partner of The Athena Fund II,
L.P.; a director of ML Mezzanine II Inc. ("ML Mezzanine II"), an
affiliate of MLOM and sole general partner of the managing
general partner of ML-Lee Acquisition Fund II, L.P. and ML-Lee
Acquisition Fund (Retirement Accounts) II, L.P.; a director of ML
Mezzanine Inc. ("ML Mezzanine"), an affiliate of MLOM and the
sole general partner of the managing general partner of ML-Lee
Acquisition Fund, L.P.; a director of Merrill Lynch Venture
Capital Inc. ("ML Venture"), an affiliate of MLOM and the general
partner of the Managing General Partner of ML Venture Partners I,
L.P. ("Venture I"), ML Venture Partners II, L.P. ("Venture II"),
and ML Oklahoma Venture Partners Limited Partnership
("Oklahoma"); a director of Merrill Lynch R&D Management Inc.
("ML R&D"), an affiliate of MLOM and the general partner of the
General Partner of ML Technology Ventures, L.P.; and a director
of MLL Collectibles Inc. ("MLL Collectibles"), an affiliate of
MLOM and the administrative general partner of The NFA World Coin
Fund, L.P. Mr. Albert also serves as an independent general
partner of Venture I and Venture II.
Robert F. Aufenanger, 41, a Vice President of Merrill Lynch & Co.
Corporate Strategy, Credit and Research and a Director of the
Partnership Management Department, joined Merrill Lynch in 1980.
Mr. Aufenanger is responsible for the ongoing management of the
operations of the equipment and project related limited
partnerships for which subsidiaries of ML Leasing Equipment
Corp., an affiliate of Merrill Lynch, are general partners. Mr.
Aufenanger is also a director of Maiden Lane, Whitehall,
ML Media, ML Film, MLL Antiquities, ML Venture, ML R&D, MLL
Collectibles and ML Mezzanine and ML Mezzanine II.
Robert W. Seitz, 48, is a First Vice President of Merrill Lynch &
Co. Corporate Strategy, Credit and Research and a Managing
Director within the Corporate Credit Division of Merrill Lynch,
joined Merrill Lynch in 1981. Mr. Seitz is the Private Client
Senior Credit Officer and also is responsible for the firm's
Partnership Management and Asset Recovery Management Departments.
Mr. Seitz is also a director of Maiden Lane, Whitehall, ML Media,
ML Venture, ML R&D, ML Film, MLL Antiquities, and MLL
Collectibles.
James K. Mason, 42, a Managing Director of ML Investment Banking,
is a senior member of the Telecom, Media and Technology group.
He joined Merrill Lynch Investment Banking in 1978. Mr. Mason is
responsible for advising Merrill Lynch's entertainment and media
industry clients on such matters as financings, divestitures,
restructurings, mergers and acquisitions. Mr. Mason is also a
director of ML Media.
Steven N. Baumgarten, 39, a Vice President of Merrill Lynch & Co.
Corporate Strategy, Credit and Research, joined Merrill Lynch in
1986. Mr. Baumgarten shares responsibility for the ongoing
management of the operations of the equipment and project related
limited partnerships for which subsidiaries of ML Leasing
Equipment Corp., an affiliate of Merrill Lynch, are general
partners. Mr. Baumgarten is also a director of ML Film.
David G. Cohen, 32, an Assistant Vice President of Merrill Lynch
& Co. Corporate Strategy, Credit and Research, joined Merrill
Lynch in 1987. Mr. Cohen's responsibilities include
controllership and financial management functions for certain
partnerships for which subsidiaries of ML Leasing Equipment
Corp., an affiliate of Merrill Lynch, are general partners.
Mr. Pompadur and Ms. Yates were each executive officers of
Maryland Cable Corp. and Maryland Cable Holdings Corp. at and
during the two years prior to the filing by Maryland Cable and
Holdings on March 10, 1994 of a consolidated plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the Southern
District of New York. For more information regarding such
filings, refer to "Item 1. Business -- Maryland Cable Corp.".
Mr. Aufenanger is an executive officer of Mid-Miami Diagnostics
Inc. ("Mid-Miami Inc."). On October 28, 1994 both Mid-Miami Inc.
and Mid-Miami Diagnostics, L.P. filed voluntary petitions for
protection from creditors under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.
Item 11. Executive Compensation
Registrant does not pay the executive officers or directors of
the General Partner any remuneration. The General Partner does
not presently pay any remuneration to any of its executive
officers or directors. See Note 5 to the Financial Statements
included in Item 8 hereof, however, for sums paid by Registrant
to affiliates for the years ended December 31, 1994, December 31,
1993 and December 31, 1992.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
As of February 1, 1995, no person was known by the Registrant to
be the beneficial owner of more than 5 percent of the Units.
To the knowledge of the General Partner, as of February 1, 1995,
the officers and directors of the General Partner in aggregate
own less than .01% of the outstanding common stock of Merrill
Lynch & Co., Inc.
IMP Opportunity Management, Inc. is 100% owned by Mr. I. Martin
Pompadur.
Item 13. Certain Relationships and Related Transactions
Refer to Note 5 to the Financial Statements included in Item 8
hereof, and in Item 1 for a description of the relationship of
the General Partner and its affiliates to Registrant and its
subsidiaries.
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) Financial Statements, Financial Statement Schedules and
Exhibits
Financial Statements and Financial Statement Schedules
See Item 8. "Financial Statements and Supplementary
Data".
<TABLE>
<CAPTION>
Exhibits Incorporated by Reference
<C> <C>
3.1 Certificate of Limited Exhibit 3.1 to the
Partnership Partnership's Form S-1 the
Partnership Statement
(File No. 33-15502)
3.2 Amended and Restated Exhibit 3.2 to the
Agreement of Partnership's Annual Report
Limited Partnership on Form 10-K for the fiscal
year ended December 31, 1987
(File No. 33-15502)
10.1.1 Exchange Agreement dated Exhibit 10.1 to Form 8-K
December 31, 1993. Report dated January 12, 1994
10.1.2 Consolidated Prepackaged Exhibit to Form 8-K Report
Plan of Reorganization of dated March 10, 1994
Maryland Cable Corp. and
Maryland Cable Holdings
Corp.
10.1.3 Letter Agreement to Exhibit 10.1 to Registrant's
Purchase and Sell all of Annual Report on Form 10-k
the Assets of the for the fiscal year ended
community antenna television December 31, 1988
systems owned by Windsor (File No. 33-15502)
Cablevision, Inc. between
Williamston Cable Television,
Inc. and Windsor Cablevision,
Inc. dated as of March 7, 1988.
10.1.4 Agreement between TCS, Exhibit 10.1 to Form 8-K
Registrant, Commonwealth Capital Report dated December 14,
Partners, L.P., and other 1992 (File No. 0-16690)
parties, dated December 14, 1992.
10.1.5 Management Agreement
dated as of Exhibit 10.1.1 to
June 30, 1992 between ML Media Registrant's Annual Report on
Opportunity Partners, L.P. and Form 10-K for the fiscal year
Cablevision Systems Corporation. ended December 31, 1992
(File No. 0-16690)
10.2 Promissory Note from
Williamston Exhibit 10.2 to Registrant's
Cable Television, Inc. to Annual Report on Form 10-K
Windsor Cablevision, Inc. for the fiscal year ended
December 31, 1988
(File No. 33-15502)
10.2 Services Agreement between Exhibit 10.2 to Form 8-K
Registrant, TCS Management Corp., Report dated December 14,
and Commonwealth Capital 1992 (File 0-16690)
Partners, L.P., dated December
14, 1992.
10.2.1 Asset Purchase Agreement Exhibit 10.2.1 to
dated November 16, 1993 between Registrant's Quarterly Report
Tar River Communications, Inc. on Form 10-Q for the quarter
and Registrant. ended September 30, 1993
(File No. 0-16690)
10.3.1 Securities Purchase Exhibit 28.1 to Registrant's
Agreement dated May 13, 1988 Quarterly Report on Form 10-Q
relating to Prime Cable Systems. for the quarter ended June
30, 1988 (File No. 0-16690)
10.3.2 Amendment No. 1 to
Securities Exhibit 2(b) to Amendment No.
Purchase Agreement, dated as of 2 to the Registration
October 21, 1988. Statement of Maryland Cable
Corp. (File No. 33-23679)
10.3.3 Amendment No. 2 to
Securities Exhibit 2(c) to Maryland
Purchase Agreement, dated as of Cable Corp.'s Annual Report
October 28, 1988. on Form 10-K for the fiscal
year ended December 31, 1989
(File No. 33-23679)
10.3.4 Purchase and Sale
Agreement dated Exhibit 10.3.4 to
January 22, 1993 between Maryland Registrant's Annual Report on
Cable Corp. and Benchmark Form 10-K for the fiscal year
Acquisition Fund I Limited ended December 31, 1992
Partnership. (File No. 0-16690)
10.4 Credit Agreement dated
November Exhibit 28.2 to Registrant's
4, 1988 between Maryland Cable quarterly Report on Form 10-Q
Corp., and Citibank, N.A., as for the quarter ended June
agent. 30, 1988 (File No. 0-16690)
10.5 Maryland Cable Corp. to
Security Exhibit 4(a) to Maryland
Pacific National Trust Company Cable Corp.'s Annual Report
(New York) Trustee - Indenture on Form 10-K for the fiscal
Dated as of November 15, 1988 - year ended December 31, 1989
$162,406,000 Senior Subordinated (File No. 33-23679)
Discount Notes due 1988.
10.6 Asset Purchase Agreement
dated Exhibit 10.6 to Registrant's
December 21, 1988 by and between Annual Report on Form 10-K
CBN Continental Broadcasting for the fiscal year ended
Network, Inc., and ML Media December 31, 1988
Opportunity Partners, L.P. (File No. 33-15502)
10.7 Agency and Cost
Allocation Exhibit 10(a) to Maryland
Agreement, as amended. Cable Corp.'s Annual Report
on Form 10-K for the fiscal
year ended December 31, 1989
(File No. 33-23679)
10.8 Fee Sharing Agreement
between ML Exhibit 10(b) to Maryland
Media Opportunity Partners, L.P. Cable Corp.'s Annual Report
and Maryland Cable Corp. on Form 10-K for the fiscal
year ended December 31, 1989
(File No. 33-23679)
10.9 Subordination Agreement
by and Exhibit 28(a) to Maryland
among ML Media Opportunity Cable Corp.'s Annual Report
Partners, L.P., Maryland Cable on Form 10-K for the fiscal
Corp. and Security Pacific year ended December 31, 1989
National Trust Company
(New York) (File No. 33-23679)
as trustee.
10.10.1Guaranty of Cellular
Holdings, Exhibit 10.10.1 to
Inc. dated May 19, 1989. Registrant's Quarterly Report
on Form 10-Q for the quarter
ended June 30, 1989
(File No. 0-16690)
10.10.2Security and Pledge
Agreement Exhibit 10.10.2 to
between Cellular Holdings, Inc. Registrant's Quarterly Report
and ML Media Opportunity on Form 10-Q for the quarter
Partners, L.P. dated as of May ended June 30, 1989
19, 1989. (File No. 0-16690)
10.10.3Subscription and Purchase Exhibit 10.10.3 to
Agreement 666,667 shares of Registrant's Quarterly Report
Series A Convertible Preferred on Form 10-Q for the quarter
Stock of General Cellular corp. ended June 30, 1989
Dated as of May 19, 1989. (File No. 0-16690)
10.10.4Certificate of
Designations, Exhibit 10.10.4 to
Preferences, and Relative Rights Registrant's Quarterly Report
of Series A Convertible Preferred on Form 10-Q for the quarter
Stock of General Cellular ended June 30, 1989
Corporation. (File No. 0-16690)
10.10.5Registration Rights
Agreement Exhibit 10.10.5 to
Dated as of May, 19, 1989 between Registrant's Quarterly Report
General Cellular Corp. and ML on Form 10-Q for the quarter
Media Opportunity Partners, L.P. ended June 30, 1989
(File No. 0-16690)
10.11 Limited Partnership
Agreement Exhibit 10.11 to Registrant's
between Bob Banner Associates, Quarterly Report on Form 10-Q
the Gary L. Pudney Co. and ML for the quarter ended June
Media Opportunity Productions, 30, 1989 (File No. 0-16690)
Inc. and ML Media Opportunity
Partners, L.P.
10.12 Stockholders Agreement
dated as Exhibit 10.12 to Registrant's
of September 1, 1989 among Annual Report on Form 10-K
Mediaventures International for the fiscal year ended
Limited, ML Media Opportunity December 31, 1991
Partners, L.P., Peter Clark and (File No. 0-16690)
Alan Morris.
10.13 Limited Partnership
Agreement of Exhibit 10.13 to Registrant's
European Media Partners dated as Annual Report on Form 10-K
of September 1, 1989 among for the fiscal year ended
Mediaventures Limited, ML Media December 31, 1991
Opportunity Europe, Inc. and ML (File No. 0-16690)
Media Opportunity Partners, L.P.
10.14 Stock Purchase Agreement
dated as Exhibit 10.14 to Registrant's
of January 17, 1990 between Annual Report on Form 10-K
Malcolm Glazer and TCS Television for the fiscal year ended
Partners, L.P. December 31, 1991
(File No. 0-16690)
10.15 Limited Partnership
Agreement of Exhibit 10.15 to Registrant's
TCS Television Partners, L.P. Annual Report on Form 10-K
dated January 17, 1990 between for the fiscal year ended
Riverdale Media Corp. and ML December 31, 1991
Media Opportunity Partners, L.P. (File No. 0-16690)
10.16 First Amendment to Credit Exhibit 10.16 to Registrant's
Agreement dated as of November Annual Report on Form 10-K
14, 1989 by and among Maryland for the fiscal year ended
Cable Corp., and Citibank, N.A., December 31, 1991
as Agent. (File No. 0-16690)
10.17 Second Amendment to
Credit Agreement Exhibit 10.17 to Registrant's
dated March 30, 1990 by Annual Report on Form 10-K
and among Maryland Cable Corp. for the fiscal year ended
and Citibank, N.A., as Agent. December 31, 1991
(File No. 0-16690)
10.18 Security and Pledge
Agreement Exhibit 10.18 to Registrant's
between General Cellular Annual Report on Form 10-K
Corporation and ML Media for the fiscal year ended
Opportunity Partners, L.P. dated December 31, 1991
as of June 15, 1990. (File No. 0-16690)
10.19 Employment Agreement
dated June Exhibit 10.19 to Registrant's
22, 1990 between Jessica J. Annual Report on Form 10-K
Josephson and International for the fiscal year ended
Media Publishing, Inc. December 31, 1991
(File No. 0-16690)
10.19.1Agreement dated
November 1, 1992 Exhibit 10.19.1 to
between Venture Media and Registrant's Annual Report on
Communications, L.P., ML Media Form 10-K for the fiscal year
Opportunity Partners, L.P., ended December 31, 1992
Jessica J. Josephson, (File No. 0-16690)
International Media Strategies,
Inc. and International Media
Publishing, L.P.
10.20 Limited Partnership
Agreement of Exhibit 10.20 to Registrant's
International Media Publishing Annual Report on Form 10-K
L.P. dated June 22, 1990. for the fiscal year ended
December 31, 1991
(File No. 0-16690)
10.20.1Bill of Sale and
Agreement dated Exhibit 10.20.1 to
as of July 16, 1993 between Registrant's Quarterly Report
International Media Publishing, on Form 10-Q for the quarter
L.P. and Phillips Business ended June 30, 1993
Information Inc. (File No. 0-16690)
10.20.2Bill of Sale and
Agreement dated Exhibit 10.20.2 to
as of July 16, 1993 between Registrant's Quarterly Report
Intelidata Limited and Phillips on Form 10-Q for the quarter
Business Information Inc. ended June 30, 1993
(File No. 0-16690)
10.20.3Sale and Purchase
Agreement dated Exhibit 10.20.3 to
as of August 6, 1993 between Registrant's Quarterly Report
Intelidata Limited and Romtec on Form 10-Q for the quarter
plc. ended September 30, 1993
(File No. 0-16690)
10.21 TCS Television
Partners, L.P. Exhibit 10.21 to Registrant's
Note Purchase Agreement dated Annual Report on Form 10-K
June 1, 1990. for the fiscal year ended
December 31, 1991
(File No. 0-16690)
10.22 Amended and Restated
Credit Exhibit 10.22 to Registrant's
Agreement dated as of September Annual Report on Form 10-K
6, 1991, among Maryland Cable for the fiscal year ended
Corp., Maryland Cable Holdings December 31, 1991
Corp. and Citibank, N.A. as (File No. 0-16690)
Agent.
10.23 Participation Agreement
dated as Exhibit 10.23 to Registrant's
of September 6, 1991, among ML Annual Report on Form 10-K
Cable Partners, L.P. and for the fiscal year ended
Citibank, N.A., as Agent. December 31, 1991
(File No. 0-16690)
10.24 Limited Partnership
Agreement of Exhibit 10.24 to Registrant's
ML Cable Partners, L.P. dated as Annual Report on Form 10-K
of September 4, 1991. for the fiscal year ended
December 31, 1991
(File No. 0-16690)
10.25 Certificate of Limited Exhibit 10.25 to Registrant's
Partnership of ML Cable Annual Report on Form 10-K
Partners, L.P. for the fiscal year ended
December 31, 1991
(File No. 0-16690)
10.26 Warrant Purchase
Agreement dated Exhibit 10.26 to Registrant's
as of September 6, 1991, among Annual Report on Form 10-K
Maryland Cable Holdings Corp. and for the fiscal year ended
Citibank, N.A., as Agent. December 31, 1991
(File No. 0-16690)
10.27 Class A Warrant
to Purchase Exhibit 10.27 to Registrant's
Common Stock of Maryland Cable Annual Report on Form 10-K
Holdings corp., dated September for the fiscal year ended
6, 1991. December 31, 1991
(File No. 0-16690)
10.28 Amended and Restated Exhibit 10.28 to Registrant's
Subordination Agreement dated as Annual Report on Form 10-K
of September 6, 1991, among for the fiscal year ended
Registrant, Maryland Cable
Corp., Maryland December 31, 1991
Cable Holdings Corp. and (File No. 0-16690)
Citibank, N.A. as Agent.
10.29 Amendatory Agreement,
dated as of Exhibit 10.29 to Registrant's
September 6, 1991 among Maryland Annual Report on Form 10-K
Cable Corp., Maryland Cable for the fiscal year ended
Holdings Corp., and Citibank, December 31, 1991
N.A. as Agent. (File No. 0-16690)
10.30 Amended and Restated
Guaranty to Maryland Exhibit 10.30 to Registrant's
Cable Corp., dated as of Annual Report on Form 10-K
September 6, 1991, by Citibank, for the fiscal year ended
N.A. as Agent, and Maryland December 31, 1991
Cable Holdings Corp. (File No. 0-16690)
10.31 Agent's Fee Agreement
dated as of Exhibit 10.31 to Registrant's
September 6, 1991, between Annual Report on Form 10-K
Citibank, N.A. and Maryland for the fiscal year ended
Cable Corp. December 31, 1991
(File No. 0-16690)
10.32 Co-Sale Agreement dated
as of Exhibit 10.32 to Registrant's
September 6, 1991, among Annual Report on Form 10-K
Registrant and Maryland Cable for the fiscal year ended
Holdings Corp. December 31, 1991
(File No. 0-16690)
10.33 Agreement for the Sale
and Exhibit 10.33 to Registrant's
Purchase of Information Research Annual Report on Form 10-K
Division of Logica UK Limited, for the fiscal year ended
dated December 17, 1991. December 31, 1991
(File No. 0-16690)
10.34 Memorandum and Articles
of Exhibit 10.34 to Registrant's
Association of Intelidata Annual Report on Form 10-K
Limited, dated as of October 18, for the fiscal year ended
1991. December 31, 1991
(File No. 0-16690)
10.35 Agreement among Bob
Banner Exhibit 10.35 to Registrant's
Associates, The Gary L. Pudney Annual Report on Form 10-K
Co., ML Media Opportunity for the fiscal year ended
Productions, Inc., and Registrant December 31, 1991
for withdrawal of Bob Banner (File No. 0-16690)
Associates and the Gary L. Pudney
Co. as General Partners from
Paradigm Entertainment L.P. dated
May 31, 1991.
10.35.1Partnership Agreement
dated June Exhibit 10.35.1 to
23, 1992 among Bob Banner Registrant's Annual Report on
Associates, Inc. and Paradigm Form 10-K for the fiscal year
Entertainment, L.P. ended December 31, 1992
(File No. 0-16690)
10.36a Articles of Association
of Media Exhibit 10.36a to Form 10-Q
Ventures Investments Ltd. for the quarter ended
March 31, 1992
(File No. 0-16690)
10.36b Special Resolution
of Media Exhibit 10.36b to Form 10-Q
Ventures Investments Ltd. for the quarter ended March
31, 1992
(File No. 0-16690)
10.36c Articles of Association
of Exhibit 10.36c to Form 10-Q
European Media Partners, Ltd. for the quarter ended March
31, 1992
(File No. 0-16690)
10.36d Special Resolution of
European Exhibit 10.36d to Form 10-Q
Media Partners, Ltd. for the quarter ended March
31, 1992
(File No. 0-16690)
10.36e Certificate of
Incorporation on Exhibit 10.36e to Form 10-Q
Change of Name (various). for the quarter ended March
31, 1992
(File No. 0-16690)
10.36f Resolution of Investment
by ALP Exhibit 10.36f to Form 10-Q
Enterprises in European Media for the quarter ended March
Partners, Ltd. 31, 1992
(File No. 0-16690)
10.36g Resolution of initial
ownership Exhibit 10.36g to Form 10-Q
structure of European Media for the quarter ended March
Partners, Ltd. 31, 1992
(File No. 0-16690)
10.36h Agreement to transfer of Exhibit 10.36h to Form 10-Q
International Programme Ventures for the quarter ended March
Limited to European Media 31, 1992
Partners, Ltd. (File No. 0-16690)
10.36i Agreement for the Sale
and Exhibit 10.36i to Form 10-Q
Purchase of 50% of the issued for the quarter ended March
Share Capital of Neomedion Ltd. 31, 1992
(File No. 0-16690)
10.36j Listing of Shareholders
at May Exhibit 10.36j to Form 10-Q
14, 1992 of Mediaventures for the quarter ended March
Investments Ltd., European Media 31, 1992
Partners, Ltd. and Neomedion Ltd. (File No. 0-16690)
10.37 Management Agreement
by and Exhibit 10.37 to Quarterly
between Fairfield Communications, Report on Form 10-Q for the
Inc. and ML Media Partners, L.P. quarter ended June 30, 1993
and Registrant dated May 15, (File No. 0-16690)
1993.
10.37.1Sharing Agreement
by and among ML Exhibit 10.37.1 to Quarterly
Media Partners, L.P., Registrant, Report on Form 10-Q for the
RP Companies, Inc., Radio Equity quarter ended June 30, 1993
Partners, Limited Partnership and (File No. 0-16690)
Fairfield Communications, Inc.
10.37.2Option Agreement by
and between Exhibit 10.37.2 to
U.S. Radio, Inc. and Registrant Registrant's Annual Report on
relating to station WMXN-FM dated Form 10-K for the fiscal year
January 25, 1994. ended December 31, 1993
(File No. 0-16690)
10.37.3Time Brokerage Agreement
by and Exhibit 10.37.3 to
between U.S. Radio, L.P. and Registrant's Annual Report on
Registrant relating to station Form 10-K for the fiscal year
WMXN-FM dated January 25, 1994. ended December 31, 1993
(File No. 0-16690)
10.38 Order of the
United States Exhibit 10.01 to Form 10Q for
Bankruptcy Court, Southern the quarter ended
District of New York, approving March 31, 1994
nonmaterial modifications to the (File No. 0-16690)
consolidated prepackaged plan of
reorganization of Maryland Cable
Corp. and Maryland Cable Holdings
Corp.
10.9 Order of the
United States Exhibit 10.02 to Form 10Q for
Bankruptcy Court, Southern the quarter ended
District of New York, confirming March 31, 1994
debtors' first amended (File No. 0-16690)
consolidated prepackaged debtors'
first amended consolidated
prepackaged plan of
reorganization under Chapter 11
of the United States Bankruptcy
Code.
10.40 Exchange agreement and
plan of Exhibit 10.01 to Form 10Q for
merger by and among Registrant, the quarter ended
Western Wireless Corporation, June 30, 1994
Markets Cellular Limited (File No. 0-16690)
Partnership and others dated July
20, 1994.
10.41 Stockholders agreement
by and Exhibit 10.02 to Form 10Q for
among Western Wireless the quarter ended
Corporation, Registrant and June 30, 1994
others dated July 29, 1994. (File No. 0-16690)
10.42 Asset purchase agreement
between Exhibit 10.01 to Form 10Q for
ML Media Opportunity Partners, the quarter ended
L.P. and US Radio of Norfolk, September 30, 1994
Inc. dated October 26, 1994. (File No. 0-16690)
10.43 Agreement between
ML Media Exhibit 10.02 to Form 10Q for
Opportunity Partners, L.P., MV the quarter ended
Technology Limited, ALP September 30, 1994
Enterprises Inc., European Media (File No. 0-16690)
Partners Limited, and others
dated August 12, 1994.
10.44 Share sale agreement
between ML Exhibit 10.03 to Form 10Q
Media Opportunity Partners, L.P., for the quarter ended
ALP Enterprises, Inc., European September 30, 1994
Media Partners Limited, and (File No. 0-16690)
others dated August 12, 1994.
27 Financial Data Schedule
99.1 Pages 13 through
21 and 41 Exhibit 28.1 to Registrant's
through 50 of Prospectus of the Annual Report on Form 10-K
Partnership dated December 31, for the fiscal year ended
1987, filed pursuant to Rule December 31, 1987
424(b) under the Securities Act (File No. 33-15502)
of 1933.
99.2 Pages 12 through 15,
17, 18, 22 Exhibit 28.2 to Registrant's
through 25, 41 through 53 and 55 Annual Report on Form 10-K
through 72 of Prospectus for for the fiscal year ended
Maryland Cable Corp.'s offering December 31, 1988
of $162,406,000 Senior (File No. 33-15502)
Subordinated Discount Notes due
1998 and Maryland Cable Holdings
Corp.'s offering of 2,000,000
Shares of Class B common Stock.
99.3 Form 8-K Current Report
for ML Exhibit 28.3 to Registrant's
Media Opportunity Partners, L.P. Quarterly Report on form 10-Q
dated November 17, 1988. for the quarter ended
September 29, 1989
(File No. 0-16690)
</TABLE>
(b) Reports on Form 8-K
On October 17, 1994, Registrant filed a report on Form 8-K
discussing the consummation of the amended Prepackaged Plan of
Reorganization of Maryland Cable and Holders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: Media Opportunity Management Partners
General Partner
By: ML Opportunity Management Inc.
Dated: March 17, 1995 /s/ Kevin K. Albert
Kevin K. Albert
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of Registrant in the capacities and on the dates
indicated.
RP OPPORTUNITY MANAGEMENT, L.P.
By: IMP Opportunity Management Inc.
a general partner
Signature Title Date
/s/ I. Martin Pompadur Director and March 17, 1995
(I. Martin Pompadur) President(principal
executive officer of the
Registrant)
ML OPPORTUNITY MANAGEMENT INC. ("MLOM")
Signature Title Date
Each with respect to
MLOM unless otherwise
noted)
/s/ Kevin K. Albert Director and March 17, 1995
(Kevin K. Albert) President
/s/ Robert F. Aufenanger Director and March 17, 1995
(Robert F. Aufenanger) Executive Vice
President
/s/ James K. Mason Director March 17, 1995
(James K. Mason)
/s/ Robert W. Seitz Director and Vice March 17, 1995
(Robert W. Seitz) President
/s/ David G. Cohen Treasurer March 17, 1995
(David G. Cohen) (principal accounting
officer and principal
financial officer of
the Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the year ended 1994 Form 10-
K Consolidated Balance Sheets and Consolidated
Statements of Operations as of December 31, 1994, and
is qualified in its entirety by reference to such
financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,752
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,470
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (3,016)
<TOTAL-LIABILITY-AND-EQUITY> 3,470
<SALES> 0
<TOTAL-REVENUES> 430
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,264
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,102)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,102)
<DISCONTINUED> (9,826)
<EXTRAORDINARY> 130,331
<CHANGES> 0
<NET-INCOME> 117,403
<EPS-PRIMARY> 1,036.40
<EPS-DILUTED> 0
</TABLE>
