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, 1995
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]
Part I.
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 was formed 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. During 1995, 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 partners
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. On March 23,
1988 and April 27, 1988, Registrant had its first and second
closings on the sale of 99,131 and 13,016 Units, respectively,
thereby admitting additional limited partners to Registrant. As
of December 31, 1995, total limited partners' and General
Partner's capital contributions were $112,147,100 and $1,132,800,
respectively.
Media Properties
As of December 31, 1995, Registrant's investments in media
properties consist of an ownership of approximately 2.4% of the
stock of a cellular telecommunications company, a 50% interest in
a California based company involved in the production of
television and cable programming, a minority investment in an
affiliated group of companies based in the United Kingdom formed
to develop or acquire European media and entertainment companies,
and a 51.005% ownership interest in a partnership which owns two
television stations in Indiana and Missouri.
Registrant has completed the sale of the following Media
properties, all further detailed below. As of July 1, 1993,
Registrant entered into three transactions to sell the business
of International Media Publishing, L.P. ("IMPLP")/International
Media Publishing, Inc. ("IMPI") and Intelidata Limited
("Intelidata"). On May 18, 1994, Registrant completed the sale
of the assets of its cable television systems in North Carolina
("the Windsor Systems"). Effective September 30, 1994,
Registrant disposed of the business and assets of its cable
television systems in Maryland ("Maryland Cable"). On February
21, 1995, Registrant completed the sale of its radio station in
Virginia ("WMXN-FM"). Finally, on September 15, 1995, Registrant
completed the sale of all of the outstanding capital stock of
Avant Development Corporation, the corporation which owned
television station WRBL-TV.
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, Maryland Cable
Holdings Corp. ("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 of Maryland Cable. 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 Amended 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 an estimated $450,000 management fee
which Registrant was entitled to receive for managing the
Maryland Cable Systems from January 1, 1994 through September 30,
1994. Registrant received this amount plus an additional
management fee of $128,212 during the second quarter 1995.
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").
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 ("the Escrowed
Monies") was placed into two separate escrow accounts to cover
the potential costs of improving pole attachments and other
possible post-closing expenses. As of February 21, 1996, a
portion of the Escrowed Monies in an amount equal to $200,000
plus $17,835 of interest was disbursed to Registrant in full
settlement of the post-closing expense escrow. The balance of
the Escrowed Monies is being held for any additional pole
attachment costs.
A significant portion of the remaining $1,050,982 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
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. 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 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.
On February 21, 1995, US Norfolk purchased WMXN-FM for
approximately $3.5 million. 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. Registrant recognized a gain of $1.7 million for
financial reporting purposes in 1995 on the sale of WMXN-FM. In
addition, on March 7, 1995 and February 28, 1996, approximately
$400,000 and $66,000, respectively, was returned to Registrant
from WMXN-FM's cash balances.
TCS Television Partners, L.P.
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. 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, 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
Management Corporation 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 on covenants under its note agreements as of
December 31, 1994 and 1995, failed to make scheduled principal
payments during 1994 and 1995 and expects to default on the
majority of its scheduled principal payments under its note
agreements for the remainder of 1996. 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.
On September 15, 1995, TCS Television Inc. ("TCS Inc."), a wholly
owned subsidiary of TCS, completed the sale to The Spartan
Radiocasting Company ("Spartan") of all of the outstanding
capital stock of Avant Development Corporation ("Avant"), a 100%-
owned corporate subsidiary of TCS, Inc. which owns WRBL-TV, for a
net sales price of $22.7 million. From the proceeds of the sale,
a reserve of approximately $1.4 million was established to cover
certain expenses and liabilities relating to the sale and
$1,250,000 was deposited into an indemnity escrow to secure TCS
Television, Inc.'s indemnification obligations to Spartan for
taxes and other liabilities. In addition, approximately $18.9
million was applied to repay a portion of TCS' total indebtedness
of approximately $43 million as of December 31, 1994, which is
secured by a pledge of the shares of Fabri Development
Corporation ("Fabri"), another wholly owned subsidiary of TCS
Television, Inc. which owns and operates KQTV, St. Joseph,
Missouri and WTWO-TV Terre Haute, Indiana and approximately $1.1
million was used to pay closing costs. Registrant is actively
marketing these two remaining stations for sale. Registrant
recognized a gain, for financial reporting purposes, on the sale
of Avant of approximately $17.6 million, offset by a reserve for
estimated losses on the sale of the remaining television stations
of TCS of approximately $9.9 million.
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
ability to foreclose on the stock of Fabri, but not the other
assets of Registrant. It is Registrant's intention to actively
pursue a sale of the two remaining TCS television stations;
however, Registrant may not be able to reach a final agreement
with potential purchasers on terms acceptable to Registrant.
Whether or not Registrant is able to sell all the TCS television
stations, it is unlikely that Registrant will recover more than a
nominal amount of its investment in TCS.
Refer to Notes 2,4 and 6 of "Item 8. Financial Statements and
Supplementary Data" for further information regarding TCS's debt.
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.
Effective June 23, 1992, Paradigm formed a general partnership
with Associates to start a new production company Bob Banner
Associates Development ("BBAD"). 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. 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.
Registrant 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
entered into an agreement with Associates under which Paradigm
retains the three television movies and the series developed by
it, and the other projects and program concepts developed by
Paradigm and/or BBAD were assigned to Associates, and Paradigm
retained a percentage interest in all such projects and concepts.
It is Registrant's intention to attempt to sell its interest in
the Paradigm and/or BBAD programs and projects. However, it is
unlikely that Registrant will recover more than a nominal
portion, if any, of its original investment in Paradigm and/or
BBAD.
As of December 31, 1995, Registrant had advanced a total of
approximately $7.5 million to Paradigm (net of funds returned by
Paradigm).
GCC/WWC
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
an owner and operator of cellular telephone systems. In 1990,
Registrant wrote down the value of its investment in GCC by $15
million, 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 Registrant's interests in Markets and
approximately 95% of the outstanding common stock of GCC.
Subsequently, WWC acquired the remaining shares and now owns 100%
of the outstanding common stock of GCC.
Registrant owns approximately 2.4% of the outstanding shares of
WWC. The parties have entered into a stockholders agreement
containing certain restrictions on transfer, registration rights
and corporate governance provisions. On March 15, 1996, WWC
filed a registration statement of Form S-1. As a result of such
registration, Registrant is evaluating the rights and
restrictions on transfer set forth in the stockholders' agreement
and is determining whether to join in the offering and sell its
shares of WWC.
Investments and EMP, Ltd. and MVT
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 from 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%. Subsequently, Christopher Turner as nominee, purchased
Charles Dawson's interest for a nominal fee.
During 1994 and 1995, the Media Ventures Companies continued to
distribute television programs, 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 350,000 pound 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. 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 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. During 1995, Registrant received
approximately $108,000 in dividends from MVT. In January, 1996,
EMP, Ltd. decided to exercise its right to require Registrant to
sell its interest in MVT to EMP, Ltd. and notified Registrant of
its intention to acquire Registrant's interest. Registrant is
currently negotiating the terms of such sale. It is likely that
Registrant will not recover the majority of its $2.0 million
investment in Investments either from Investments or from MVT.
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") 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
focusing 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. 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. 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.
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 $100,000 through December
31, 1995 to IMPLP/IMPI and Intelidata to fund cash shortfalls
resulting from the pre-sale claims of certain creditors.
Registrant anticipates that it will make additional such advances
to IMPLP/IMPI and Intelidata during 1996. 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, 1995, Registrant and its consolidated
subsidiaries employed approximately 127 persons. The business of
Registrant is managed by the General Partner. RPOM, MLOM and ML
Leasing Management Inc., all affiliates of the General Partner,
employ individuals who perform the 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.
LEGISLATION AND REGULATION.
Television Industry
The Telecommunications Act of 1996 (the "1996 Act") liberalizes
the television ownership rules by eliminating the national
ownership cap. A person or entity may now directly or indirectly
own, operate, or control, or have a cognizable interest in any
number of television stations nationwide. The 1996 Act also
raises the national television audience reach limit from 25% to
35% of all United States households. Although the 1996 Act
retains the television duopoly rule, which prohibits ownership of
two TV stations in the same market, the 1996 Act directs the FCC
to reexamine the rule through a rulemaking. With respect to the
radio/TV cross-ownership restriction, the 1996 Act extends the
FCC's one-to-a-market waiver policy to the top 50 markets.
Congress also directed the FCC to revise the dual network rule to
permit broadcast stations to affiliate with two or more networks,
unless the combination is composed of (1) two of the four
established networks (i.e., ABC, CBS, NBC, and Fox) or (2) any of
the four networks and one of the two emerging networks. The 1996
Act eliminates the network/cable cross-ownership ban, but ensures
carriage, channel positioning, and nondiscriminatory treatment of
nonaffiliated broadcast stations. The 1996 Act also repeals the
statutory ban (but not the related FCC rules) on the common
ownership of a television station and a cable system in
situations where the cable system is located within the Grade B
contour of the television station. In addition, the 1996 Act
grandfathers any existing television LMAs that are in compliance
with FCC regulations. Last, the 1996 Act requires the FCC to
review its ownership rules biennially to determine whether they
are necessary in the public interest.
The 1996 Act also has several provisions relating to broadcast
license reform. The 1996 Act permits the FCC to extend broadcast
license terms for both radio and television stations up to 8
years. The FCC's discretion in license renewals also is limited
by the 1996 Act. Renewal of a broadcast license is now required
under certain circumstances without considering competing
applications. The 1996 Act also requires broadcasters to report
viewer complaints regarding violent programming to the FCC.
On a local basis, FCC rules currently allow an entity to have an
attributable interest (as defined below) in only one television
station in a market. In addition, FCC rules and/or the
Communications Act generally prohibit an individual or entity
from having an attributable interest in a television station and
a radio station (for which a waiver may now be sought in the top
50 markets under the 1996 Act), daily newspaper or cable
television system that is located in the same local market area
served by the television station. Proposals currently before the
FCC would substantially alter these standards. For example, in a
recently initiated rulemaking proceeding, the FCC suggests
narrowing the geographic scope of the local television cross-
ownership rule (the so-called "duopoly" rule) from Grade B to
Grade A contours, and eliminating the television/radio cross-
ownership restriction (the so-called "one-to-a-market" rule)
entirely, or at least exempting larger markets. These rulemaking
proposals may be changed and/or expanded in a new rulemaking
proceeding that is anticipated this year as a result of the 1996
Act.
Under current FCC regulations, holders of debt instruments, non-
voting stock and certain limited partnership interests (provided
the licensee certifies that the limited partners are not
"materially involved" in the management or operation of the
subject media property) are not generally considered to own an
"attributable" interest in a particular media property. In the
case of corporations, ownership of television licenses generally
is "attributed" to all officers and directors of a licensee, as
well as shareholders who own 5% or more of the outstanding voting
stock of a licensee, except that certain institutional investors
who exert no control or influence over a licensee may own up to
10% of such outstanding voting stock before attribution results.
In addition, the FCC's cross-interest policy, which precludes an
individual or entity from having an attributable interest in one
media property and a "meaningful" (but not attributable) interest
in a broadcast, cable or newspaper property in the same area, may
be invoked in certain circumstances to reach interests not
expressly covered by the multiple ownership rules. On January
12, 1995, the FCC released a "Notice of Proposed Rule Making"
designed to permit a "thorough review of its broadcast media
attribution rules." Among other things, the FCC is considering
the following: (i) whether to change the voting stock
attribution benchmarks from five percent to ten percent and, for
passive investors, from ten percent to twenty percent; (ii)
whether there are any circumstances in which non-voting stock
interests, which are currently considered non-attributable,
should be considered attributable; (iii) whether the FCC should
eliminate its single majority shareholder exception (pursuant to
which voting interests in excess of five percent are not
considered cognizable if a single majority shareholder owns more
than fifty percent of the voting stock); (iv) whether to relax
insulation standards for business development companies and other
widely-held limited partnerships; (v) how to treat limited
liability companies and other new business forms for attribution
purposes; (vi) whether to eliminate or codify the cross-interest
policy; and (vii) whether to adopt a new policy which would
consider whether multiple "cross interest" or other significant
business relationships (such as time brokerage agreements, debt
relationships, or holdings of non-attributable interests), which
individually do not raise concerns, raise issues with respect to
diversity and competition.
Recent Developments, Proposed Legislation and Regulation
The FCC recently decided to eliminate the prime time access rule
("PTAR"), effective August 30, 1996. PTAR currently limits a
television station's ability to broadcast network programming
(including syndicated programming previously broadcast over a
network) during prime time hours. The elimination of PTAR could
increase the amount of network programming broadcast over a
station affiliated with ABC, NBC or CBS. Such elimination also
could result in (i) an increase in the compensation paid by the
network to a station (due to the additional prime time during
which network programming could be aired by a network-affiliated
station) and (ii) increased competition for syndicated network
programming that previously was unavailable for broadcast by
network affiliates during prime time.
The FCC also recently announced that it was rescinding its
remaining financial interest and syndication ("fin-syn") rules.
The fin-syn rules restricted the ability of ABC, CBS and NBC to
obtain financial interests in, or participation in syndication
of, prime-time entertainment programming created by independent
producers for airing during the networks' evening schedules.
The FCC currently has under consideration, and the FCC and the
Congress both may in the future adopt, new laws, regulations and
policies regarding a wide variety of matters which could,
directly or indirectly, affect the operation and ownership of the
Registrant's broadcast properties. In addition to the matters
noted above, such pending or potential subject areas include, for
example, the license renewal process, spectrum use fees,
political advertising rates, potential advertising restrictions
on certain products (such as beer and wine), the rules and
policies to be applied in enforcing the FCC's equal employment
opportunity regulations, possible changes in the deductibility of
advertising expenses, the standards to govern evaluation of
television programming directed toward children, and violent and
indecent programming. In addition, on June 15, 1995, the FCC
initiated a review and update of certain long-standing rules
governing the programming practices of broadcast television
networks and their affiliates. Specifically, the FCC will
consider whether to modify, repeal or retain the following
programming-related rules: (1) the right to reject rule which
ensures that a network affiliate retains the right to reject
network programming; (2) the time option rule that currently
prohibits a network from holding an option to use specified
amounts of an affiliate's broadcast time; (3) the exclusive
affiliation rule that forbids a network from preventing an
affiliate from broadcasting the programming of another network;
(4) the dual network rule that prevents a single entity from
owning more than one broadcast television network; and (5) the
network territorial exclusivity rule that prohibits an agreement
between a network program not taken by the affiliate, and
prohibits an agreement that would prevent another station located
in a different community from broadcasting any of the network's
programs. Moreover, in a separate but related proceeding
initiated on June 14, 1995, the FCC is considering whether to
modify or repeal rules that currently forbid a network from
influencing an affiliate's advertising rates during non-network
broadcast time, and whether to modify or repeal a rule forbidding
a network from acting as an advertising representative for the
sale of non-network time.
Advanced Television:
The FCC has proposed the adoption of rules for implementing
advanced television ("ATV") service in the United States.
Implementation of digital ATV will improve the technical quality
of television signals receivable by viewers, and will enable
television broadcasters the flexibility to provide new services,
including high-definition television ("HDTV"), simultaneous
multiple programs of standard definition television ("SDTV"), and
data broadcasting. The FCC must adopt service rules before
broadcasting with the new ATV technology can begin. The FCC
began an ATV rulemaking proceeding in 1987 and, by late 1992,
decided to assign to each existing broadcaster a second channel
for the purpose of transitioning to ATV service. Under the
transition plan, which would commence upon FCC adoption of the
ATV transmission standard and allotment plan, broadcasters would
have six years to begin ATV broadcasting on their second channel,
and fifteen years to continue current "NTSC" broadcasts on their
original channel. For most of this period, "simulcasting" would
be required, i.e., broadcasters would be required to transmit the
same programs on both the ATV and NTSC channels.
Although the 1996 Act generally does not address this transition
plan, the 1996 Act does direct the FCC -- if it issues additional
licenses for ATV -- to limit eligibility for the licenses to
existing television broadcast licensees, and adopt regulations to
permit future licensees to offer ancillary or supplementary
services on designated frequencies. These regulations, however,
must preserve ATV technology and quality and avoid derogation of
ATV services. The regulations must also apply to any ancillary
or supplementary service regulations applicable to analogous
services (except that no ancillary or supplementary service shall
have "must-carry" rights or be deemed a MVPD). Moreover, if an
ATV licensee is directly or indirectly compensated for the
provision of ancillary or supplementary services, the FCC is
directed to collect an annual fee (or some other method of
payment) that (1) recovers an amount that would have been
recovered had such services been licensed pursuant to a spectrum
auction and (2) avoids unjust enrichment. With respect to the
1992 transition plan, the 1996 Act states that if broadcasters
are issued a transition channel, either the original or
additional license held by the broadcaster must be surrendered to
the FCC for reallocation, reassignment, or both.
Recent developments may alter the FCC's 1992 transition plan. In
a 1995 further notice of proposed rulemaking, the FCC formally
has questioned all of its earlier ATV decisions except for its
prior determination to award second channels to existing
broadcasters. For example, the agency is considering a shorter
(e.g., ten year) transition period, and likely will adopt
modified simulcasting rules. The FCC also may assess fees on
broadcasters that choose to offer some multiple program SDTV or
data services on a subscription basis.
Recently, some members of Congress have proposed authorizing the
FCC to auction ATV channels, which would require existing
broadcasters to bid against other potential providers of ATV
service. Even if ATV channels are awarded without auction to
existing broadcasters, the implementation of ATV will impose some
near-term financial burdens on stations providing the service.
At the same time, there is potential for increased revenues from
new ATV services (although subscription services may be subject
to FCC fees). While Registrant believes the FCC will authorize
ATV, Registrant cannot predict precisely when or under what
conditions such an authorization will occur, when NTSC operations
must cease, or the overall effect the transition to ATV might
have on Registrant's business.
Item 2. Properties.
TCS owns the land and studio buildings at each of its two
locations (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 two 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.
In addition, the offices of RPOM and MLOM are located at 350 Park
Avenue - 16th Floor, New York, New York 10022 and at The World
Financial Center, South Tower - 14th Floor, New York, New York,
10080-6114; respectively.
Item 3. Legal Proceedings.
There are no material legal proceedings against Registrant or to
which Registrant is a party.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters which required a vote of the limited
partners of Registrant 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.
An established 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 February 15, 1996, the number of owners of Units was
14,799.
Beginning with the December 1994 client account statements,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") implemented new guidelines for providing estimated values
of limited partnerships and other direct investments reported on
client account statements. As a result, Merrill Lynch no longer
reports general partner estimates of limited partnership net
asset value on its client account statements, although the
Registrant may continue to provide its estimate of net asset
value to Unit holders. Pursuant to the guidelines, estimated
values for limited partnership interests originally sold by
Merrill Lynch (such as Registrant's Units) will be provided two
times per year to Merrill Lynch 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 for reporting on December year-end client
account statements, and on information available to the services
on March 31st for reporting on June month-end Merrill Lynch
client account statements. Merrill Lynch 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 and the Registrant's
current net asset value are not market values and Unit holders
may not be able to sell their Units or realize either amount upon
a sale. In addition, Unit holders may not realize the
independent estimated value or the Registrant's current net asset
value amount upon the liquidation of Registrant over its
remaining life.
Registrant does not distribute dividends, but rather distributes
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.
In the second quarter of 1995, Registrant made a cash
distribution of $2,915,822 to its Limited Partners and $29,453 to
its General Partner following the sale of radio station WMXN-FM.
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1991 1992 1993
<S> <C> <C> <C>
Interest $ 1,247,852 $ 517,769 $ 130,302
Loss from
Partnership
operations (2,693,618) $(3,275,961) $(4,093,928)
Income/(loss) from
Discontinued
Operations (76,547,407) (35,096,389) (30,223,491)
Gain on Sale of
Discontinued
Operations - - -
Extraordinary Item - - -
Per Unit of Limited
Partnership
Interest:
Loss from
Partnership
operations $ (23.78 $ (28.92 $ (36.14)
) )
Income/(loss) from
Discontinued
Operations (675.74) (309.82) (266.80)
Gain on Sale of
Discontinued
Operations - - -
Extraordinary Item - - -
As of As of As of
December 31, December 31, December 31,
1991 1992 1993
<S> <C> <C> <C>
Total Assets $ 20,418,239 $ 9,293,863 $ 5,307,240
Number of Units 112,147.1 112,147.1 112,147.1
Year Ended Year Ended
December 31, December 31,
1994 1995
<S> <C> <C>
Interest $ 430,730 $ 105,808
Loss from Partnership
operations $ (3,101,614) $ (2,270,461)
Income/(loss) from
Discontinued Operations (10,426,057) -
Gain on Sale of
Discontinued Operations 600,000 9,471,059
Extraordinary Item 130,330,596 -
Per Unit of Limited
Partnership Interest:
Loss from Partnership
operations $ (27.38) $ (20.04)
Loss from Discontinued
Operations (92.04) -
Gain on Sale of
Discontinued Operations 5.30 83.61
Extraordinary Item 1,150.52 -
As of As of
December 31, December 31,
1994 1995
<S> <C> <C>
Total Assets $ 3,950,040 $ 1,919,356
Number of Units 112,147.1 112,147.1
Certain 1994 account balances have been reclassified to conform
to the 1995 financial statement presentation. See Note 3 of Item
8 "Financial Statement and Supplementary Data" for additional
information regarding discontinued operations.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources.
TCS Television Partners L.P. ("TCS") was in default on covenants
under its note agreements as of December 31, 1994 and 1995,
failed to make scheduled principal payments during 1994 and 1995
and expects to default on the majority of its scheduled principal
payments under its note agreements for the remainder of 1996.
TCS is in the process of marketing the remaining TCS stations for
sale (see below). The foregoing circumstances raise substantial
doubt about Registrant's ability to continue as a going concern.
At December 31, 1995, Registrant had $570,336 in cash and cash
equivalents. At December 31, 1994, Registrant had $2,150,473 in
cash and cash equivalents.
Registrant consummated the sale of WMXN-FM on February 21, 1995
(see below), and made a cash distribution of $2,915,822 ($26 per
Unit) to Limited Partners and $29,453 to its General Partner from
the net distributable sales proceeds.
Registrant consummated the sale of stock of Avant Development
Corporation ("Avant"), the corporation which owns television
station WRBL-TV, on September 15, 1995.
Registrant will continue to attempt to sell or otherwise dispose
of its remaining investments in media properties, and then
liquidate. The status of all of Registrant's investments is
discussed in more detail below.
Registrant has no contractual commitment to advance funds to any
of its investments other than its obligation to fund cash
shortfalls resulting from pre-sale claims related to its former
investments in IMPLP/IMPI and Intelidata.
Disposition of Maryland Cable
On September 30, 1994, the Amended Prepackaged Plan was
consummated. Pursuant to the Prepackaged Plan, Maryland Cable
and Holdings were liquidated into 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 (the holder
of 85% of the outstanding principal amount of the 15-3/8%
Subordinated Discount Notes due 1998 of Maryland Cable) and
certain other holders of the Notes for an aggregate price of
$2,846,423. Upon the consummation of the Prepackaged Plan, ML
Cable Partners, which is 99% owned by Registrant, received
payment in full of the unpaid portion of the $6,830,000
participation in the senior bank debt of Maryland Cable held by
ML Cable Partners, together with accrued interest thereon. In
addition, MultiVision Cable TV Corp. received a payment of
$500,000 in partial settlement of severance and other costs
relating to the termination of MultiVision as manager of the
Maryland Cable 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 an estimated $450,000 management fee
which Registrant was entitled to receive for managing the
Maryland Cable Systems from January 1, 1994 through September 30,
1994. Registrant received this amount plus an additional
management fee of $128,212 during the second quarter 1995.
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 ("the Escrowed
Monies") was placed into two separate escrow accounts to cover
the potential costs of improving pole attachments and other
possible post-closing expenses. As of February 21, 1996, a
portion of the Escrowed Monies in an amount equal to $200,000
plus $17,835 of interest was disbursed to Registrant in full
settlement of the post-closing expense escrow. The balance of
the Escrowed Monies is being held for any additional pole
attachments costs.
A significant portion of the remaining $1,050,982 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.
Sale of WMXN-FM
On February 21, 1995, US Radio of Norfolk, Inc. purchased WMXN-FM
for approximately $3.5 million. 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. Registrant recognized a gain of $1.7 million for
financial reporting purposes in 1995 on the sale of WMXN-FM. In
addition, on March 7, 1995 and February 28, 1996, approximately
$400,000 and $66,000, respectively was returned to Registrant
from WMXN-FM's cash balances.
Disposition of 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. 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 a third transaction, Registrant sold the remaining business
and assets of Intelidata, which were not sold to PBI, to 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.
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 $100,000 through December
31, 1995 to IMPLP/IMPI and Intelidata to fund cash shortfalls
resulting from the pre-sale claims of certain creditors.
Registrant anticipates that it will make additional such advances
to IMPLP/IMPI and Intelidata during 1996. 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.
TCS Television Partners, L.P.
TCS was in default on covenants under its note agreements as of
December 31, 1994 and 1995, failed to make scheduled principal
payments during 1994 and 1995 and expects to default on the
majority of its scheduled principal payments under its note
agreements for the remainder of 1996. 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.
On September 15, 1995, TCS Television, Inc. ("TCS Inc."), a
wholly owned subsidiary of TCS, completed the sale to Spartan of
all of the outstanding capital stock of Avant Development
Corporation ("Avant") a 100%-owned corporate subsidiary of TCS,
Inc. which owns WRBL-TV, for a net sales price of $22.7 million.
From the proceeds of the sale, a reserve of approximately $1.4
million was established to cover certain expenses and liabilities
relating to the sale and $1,250,000 was deposited into an
indemnity escrow to secure TCS Television, Inc.'s indemnification
obligations to Spartan for taxes and other liabilities. In
addition, approximately $18.9 million was applied to repay a
portion of TCS' total indebtedness of approximately $43 million,
as of December 1994, which is secured by a pledge of the shares
of Fabri, another wholly owned subsidiary of TCS Television, Inc.
which owns and operates KQTV, St. Joseph, Missouri, and WTWO-TV
Terre Haute, Indiana and approximately $1.1 million was used to
pay closing costs. Registrant is actively marketing these two
remaining stations for sale. Registrant recognized a gain, for
financial reporting purposes, on the sale of Avant of
approximately $17.6 million, offset by a reserve for estimated
losses on the sale of the remaining television stations of TCS of
approximately $9.9 million.
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
ability to foreclose on the stock of Fabri but not the other
assets of Registrant. It is Registrant's intention to actively
pursue a sale of the two remaining TCS television stations;
however, Registrant may not be able to reach a final agreement
with potential purchasers on terms acceptable to Registrant.
Whether or not Registrant is able to sell all the TCS television
stations, it is unlikely that Registrant will recover more than a
nominal amount of its investment in TCS.
Refer to Note 2,4 and 6 of "Item 8. Financial Statements and
Supplementary Data" for further information regarding TCS's debt.
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. 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 new realizable value of zero.
Paradigm and/or BBAD have no liability for borrowed funds.
Registrant has entered into an agreement with Associates under
which Paradigm retains the three television movies and the series
developed by it, and the other projects and program concepts
developed by Paradigm and/or BBAD were assigned to Associates,
and Paradigm retained a percentage interest in all such projects
and concepts. It is Registrant's intention to attempt to sell
its interest in the Paradigm and/or BBAD programs and projects.
However, it is unlikely that Registrant will recover more than a
nominal portion, if any, of its original investment in Paradigm
and/or BBAD. As of December 31, 1995, Registrant advanced a
total of approximately $7.5 million to Paradigm (net of funds
returned by Paradigm).
GCC/WWC
On January 20, 1994, the majority stockholders of GCC and certain
holders of interest in Markets and PNCI executed the Memorandum
of Intention pursuant to which the parties thereto expressed
their intent to effect a proposed business combination of GCC and
Markets.
Registrant executed an agreement, dated July 20, 1994, to which
the majority stockholders of GCC and the majority owners of
Markets are parties. Pursuant to this agreement, Registrant
exchanged its shares in GCC for an equal number of shares in 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
Registrant's interests in Markets and approximately 95% of the
outstanding common stock of GCC. Subsequently, WWC acquired the
remaining shares and now owns 100% of the outstanding common
stock of GCC.
Registrant owns approximately 2.4% of the outstanding shares of
WWC. The parties have entered into a stockholders agreement
containing certain restrictions on transfer, registration rights
and corporate governance provisions. On March 15, 1996, WWC
filed a registration statement of Form S-1. As a result of such
registration, Registrant is evaluating the rights and
restrictions on transfer set forth in the stockholders' agreement
and is determining whether to join in the offering and sell its
shares of WWC.
Investments and EMP, Ltd. and MVT
As of December 31, 1995, Registrant had advanced approximately
$2.0 million to Investments.
During 1994 and 1995, the Media Ventures Companies 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.
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 350,000 pound loan (approximately
$543,000 at then-current exchange rates) from EMP, Ltd. to a
newly formed entity, 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. 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 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.
During 1995, Registrant received approximately $108,000 in
dividends from MVT. In January, 1996, EMP, Ltd. decided to
exercise its right to require Registrant to sell its interest in
MVT to EMP, Ltd., and notified Registrant of its intention to
acquire Registrant's interest. Registrant is currently
negotiating the terms of such sale. It is likely that Registrant
will not recover the majority of its $2.0 million investment in
Investments either from Investments or from MVT.
Results of Operations.
1995 vs. 1994.
Registrant generated net income of approximately $7.2 million in
1995, which was comprised primarily of the following components:
(1) gains of approximately $17.6 million on the sale of capital
stock of Avant Development Corporation and approximately $1.7
million on the sale of radio station WMXN-FM, partially offset by
additional anticipated losses on the sale of the remaining TCS
stations of approximately $9.9 million, (2) income related to
management services it provided to Maryland Cable prior to its
disposition of Maryland Cable of approximately $128,000, (3)
income from dividends received from MVT of approximately $108,000
and interest income of approximately $106,000, partially offset
by management fee expenses of approximately $2.4 million and
general and administrative expenses of approximately $228,000.
The loss from Partnership operations was approximately $2.2
million in 1995 compared to approximately $3.1 million in 1994.
The approximate $831,000 decrease was due primarily to reduced
management fees as a result of fewer operating properties and no
amortization expense during 1995 because of the full amortization
of certain intangible assets at the end of 1994.
The gain from discontinued operations of approximately $9.4
million in 1995 and the loss from discontinued operations of
approximately $10.4 million in 1994 are not comparable because of
the sale of certain discontinued assets during 1995 and 1994.
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 $600,000
gain on the sale of the Windsor Systems; and (3) interest income
of approximately $431,000, 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 $298,000.
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 $516,000 and an increase of
approximately $300,000 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.
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,
1995 and December 31, 1994
Consolidated Statements of Operations for the
three years ended December 31, 1995
Consolidated Statements of Cash Flows for the
three years ended December 31, 1995
Consolidated Statements of Changes in Partners'
Capital/(Deficit) for the three years ended
December 31, 1995
Notes to Consolidated Financial Statements for
the three years ended December 31, 1995
No financial statement schedules are included
because of the absence of the conditions under
which they are required or because the
information is included in the financial
statements or the notes thereto.
INDEPENDENT AUDITORS' REPORT
ML Media Opportunity Partners, L.P.:
We have audited the accompanying consolidated financial
statements of ML Media Opportunity Partners, L.P. (the
"Partnership") and its affiliated entities. These consolidated
financial statements are the responsibility of the Partnership's
general partner. Our responsibility is to express an opinion on
the consolidated financial statements 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 as of December 31, 1995
and 1994, and the results of their operations and their cash
flows for each of the three years in the period ended December
31, 1995 in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements 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 and is in the process of
selling or disposing of its remaining investments. In addition,
TCS Television Partners, L.P. ("TCS") was in default under the
TCS note agreements as of December 31, 1995 and 1994, failed to
make scheduled principal payments during 1995, and TCS expects to
default on the majority of its scheduled principal payments under
its note agreements for the remainder of 1996. The Partnership
through TCS, is in the process of selling the remaining 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 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 11, 1996
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND DECEMBER 31, 1994
1995 1994
<S> <C> <C>
ASSETS:
Cash and cash
equivalents $ 570,336 $ 2,150,473
Investment in joint
venture and common
stock 1,261,666 1,261,666
Other assets 87,354 537,901
TOTAL ASSETS $ 1,919,356 $ 3,950,040
LIABILITIES AND
PARTNERS' CAPITAL/
(DEFICIT):
Liabilities:
Accounts payable and
accrued liabilities $ 539,327 $ 688,288
Net Liabilities of
Discontinued
Operations:
Production Segment 140,711 140,711
Television and Radio
Station Segment - 6,137,046
Total Liabilities 680,038 6,966,045
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, 1995 AND DECEMBER 31, 1994
(continued)
1995 1994
<S> <C> <C> <C>
Partners' Capital/
(Deficit):
General Partner:
Capital contributions,
net of offering
expenses 1,019,428 1,019,428
Cash Distributions (120,077) (90,624)
Cumulative loss (866,466) (938,472)
32,885 (9,668)
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 distributions
(11,887,582) (8,971,760)
Cumulative loss (85,780,180) (92,908,772)
1,206,433 (3,006,337)
Total Partners'
Capital/(Deficit) 1,239,318 (3,016,005)
TOTAL LIABILITIES AND
PARTNERS' CAPITAL/
(DEFICIT) $ 1,919,356 $ 3,950,040
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
1995 1994 1993
<S> <C <C> <C> <C>
>
Partnership
Operating
Expenses:
General and
administrative $ 228,486 $ 268,523 $ 193,981
Amortization - 297,954 440,913
Management fees 2,384,066 2,965,867 3,073,417
Loss on write-down
of assets - - 515,919
2,612,552 3,532,344 4,224,230
Interest and other
Income 342,091 430,730 130,302
Loss from
Partnership
operations (2,270,461) (3,101,614) (4,093,928)
(Continued on the following page.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
(continued)
1995 1994 1993
<S> <C> <C> <C> <C>
Discontinued
operations:
Income/(loss)
from discontinued
operations of:
Cable Television
Systems Segment
- (6,784,982) (24,268,020)
Production Segment
- (37,436) (506,140)
Television and
Radio Station
Segment - (3,603,639) (4,658,067)
Business
Information
Services Segment
- - (791,264)
Gain on Sale of
Discontinued
Television and
Radio Station
Segment 9,471,059 - -
Gain on Sale of
Discontinued
Cable Television
Systems Segment
- 600,000 -
Income/(loss)
from discontinued
operations
9,471,059 (9,826,057) (30,223,491)
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
(continued)
NOTES 1995 1994 1993
<S> <C> <C> <C> <C>
Net Income/(loss)
Before
Extraordinary
Item
7,200,598 (12,927,671) (34,317,419)
Extraordinary
Item - 130,330,596 -
NET INCOME/(LOSS) $7,200,598 $117,402,925 $(34,317,419
)
Per Unit of
Limited
Partnership
Interest:
Loss from
Partnership
operations $ (20.04) $ (27.38 $ (36.14
) )
Loss from
discontinued
operations - (92.04) (266.80)
Gain on sale of
discontinued
operations 83.61 5.30 -
Extraordinary
item - 1,150.52 -
NET INCOME/(LOSS) $ 63.57 $ 1,036.40 $ (302.94
)
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 THREE YEARS ENDED DECEMBER 31, 1995
1995 1994 1993
<S> <C> <C> <C>
Cash flows from
operating activities:
Net Income/(Loss) $ 7,200,598 $ 117,402,92 $(34,317,419
5 )
Adjustments to reconcile
net income/(loss) to
net
cash (used in)/provided
by operating
activities:
Amortization - 297,954 440,913
Extraordinary Item - (130,330,596 -
)
Gain on Sale of
Discontinued Television
and Radio Station
Segment (9,471,059) - -
Gain on Sale of
Discontinued
Cable Television
Systems - (600,000) -
Segment
Loss on write-down of
assets - - 515,919
(Continued on the following page.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
(continued)
1995 1994 1993
<S> <C> <C> <C>
Changes in operating
assets and liabilities:
(Increase)/Decrease in
other assets 450,547 (529,959) 25,055
Decrease in accounts
payable and
accrued liabilities (148,961) (47,887) (110,859)
Changes in Net
Liabilities of
Discontinued
Operations:
Cable Television
Systems Segment - 7,875,016 37,749,026
Production Segment - 37,436 728,808
Television and Radio
Station Segment - 4,763,952 5,592,431
Business Information
Services Segment - - (185,611)
(Continued on the following page.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
(continued)
1995 1994 1993
<S> <C> <C> <C>
Net cash (used in)/provided
by operating activities (1,968,875) (1,131,159) 10,438,263
Cash flows from investing
activities:
Purchase of property,
plant and equipment - (1,147,149) (5,297,702)
Proceeds from sale of
Maryland Cable - 9,771,952 -
Proceeds from sale of radio
station WMXN-FM 3,334,013 - -
Proceeds from
redemption/sale of
note/rights - - 100,000
Net cash provided by/(used
in) investing activities 3,334,013 8,624,803 (5,197,702)
(Continued on the following page.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
(continued)
1995 1994 1993
<S> <C> <C> <C>
Cash flows from financing
activities:
Principal payments on
bank loans - (20,465) (8,675,288)
Cash Distributions (2,945,275) (9,062,384) -
Net cash used in
financing activities (2,945,275) (9,082,849) (8,675,288)
Net decrease in cash and
cash equivalents (1,580,137) (1,589,205) (3,434,727)
Cash and cash equiva-
lents at beginning
of year 2,150,473 3,739,678 7,174,405
Cash and cash equiva-
lents at end of year $ 570,336 $ 2,150,473 $ 3,739,678
Supplemental Disclosure:
Effective in 1993, the Partnership controlled the operations of
TCS and as a result consolidated TCS's total assets and total
liabilities.
Effective February 21, 1995, the Partnership sold the assets of
radio station WMXN-FM.
Effective September 15, 1995, the Partnership sold all of the
capital stock of Avant Development Corporation.
See Notes to Consolidated Financial Statements.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL/(DEFICIT)
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
General Limited
Partner Partners Total
<S> <C> <C> <C>
1993:
Partners'
Deficit at
December 31,
1992 $ (749,899) $ (76,289,228) $ (77,039,127)
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 (90,624) (8,971,760) (9,062,384)
Partners'
Deficit at
December 31,
1994 (9,668) (3,006,337) (3,016,005)
1995:
Net Income 72,006 7,128,592 7,200,598
Cash
Distribution (29,453) (2,915,822) (2,945,275)
Partners'
Capital at
December 31,
1995 $ 32,885 $ 1,206,433 $ 1,239,318
See Notes to Consolidated Financial Statements.
</TABLE>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
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
("Units"). Subscriptions for an aggregate of 112,147.1 Units
were accepted and are now outstanding.
Media Opportunity Management Partners (the "General Partner") is
a joint venture, organized as a general partnership under the
laws of the State of New York, 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 is $1,132,800 which represents 1% of the
total Partnership capital contributions.
Pursuant to the terms of the Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement"), 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 Partnership was formed 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, 1995, the Partnership's investments in media
properties consisted of (See Note 6):
Ownership of 351,665 shares of common stock (an ownership
percentage of approximately 2.4%) of Western Wireless
Corporation ("WWC"), a cellular telecommunications company;
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.
50% ownership of Paradigm Entertainment, L.P. ("Paradigm"),
a California based company which owns three movies and a
participating interest in Bob Banner Associates Development
("BBAD") programs;
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/WWC are accounted for on the cost
method of accounting. The fiscal year of the Partnership shall
be the calendar year.
See Note 3 regarding discontinued operations.
Certain 1994 account balances have been reclassified to conform
to the 1995 financial statement presentation due to the
Partnership treating its Television and Radio Station Segment as
discontinued (See Note 3).
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.
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. Betterments, 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:
Franchise life of the franchise
Other Intangibles various
Deferred Charges 3-10 years
The excess of cost over fair value of net assets acquired
("Goodwill") in business combinations consummated since inception
of the Partnership is being amortized to expense over twenty
through forty years using the straight-line method.
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.
Management Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Discontinued operations include management's best estimates of
the amounts expected to be realized on the sales of its
production and its television and radio station segments. While
the estimates are based on an analysis of the facilities,
including valuations by independent appraisers and investment
bankers, there have been limited recent sales of comparable
properties to consider in preparing such valuations. The amounts
the Partnership will ultimately realize could differ materially
in the near term from the amounts assumed in arriving at the loss
on disposal of the discontinued operations.
Income Taxes
The Partnership accounts for income taxes pursuant to Statement
of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" (SFAS No. 109"). 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 certain entities which
are consolidated in the accompanying financial statements which
are taxable entities.
For entities 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 8).
Statement of Cash Flows
Short-term investments which have an original maturity of ninety
days or less are considered cash equivalents. Interest paid in
1995, 1994 and 1993 was $3,138,731, $3,424,172, and $10,708,585
respectively.
Statement of Financial Accounting Standards No. 112
Effective January 1, 1994, the Partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 112, "Employers'
Accounting for Postemployment Benefits." SFAS No. 112
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. SFAS No. 112 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 and Dispositions
TCS Television Partners L.P. ("TCS") was in default on covenants
under its note agreements as of December 31, 1994 and 1995,
failed to make scheduled principal payments during 1994 and 1995
and expects to default on the majority of its scheduled principal
payments under its note agreements for the remainder of 1996.
TCS is in the process of marketing the remaining TCS stations for
sale (see below). The foregoing circumstances raise substantial
doubt about the Partnership's ability to continue as a going
concern.
At December 31, 1995, the Partnership had $570,336 in cash and
cash equivalents. At December 31, 1994, the Partnership had
$2,150,473 in cash and cash equivalents.
The Partnership will continue to attempt to sell or otherwise
dispose of its remaining investments in media properties. The
status of all of the Partnership's investments is discussed in
more detail below.
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 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 an estimated $450,000 management fee
which the Partnership was entitled to receive for managing the
Maryland Cable Systems from January 1, 1994 through September 30,
1994. The Partnership received this amount plus an additional
management fee of $128,212 during the second quarter 1995.
Sale of Windsor
On May 18, 1994, the Partnership 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, 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 ("the Escrowed
Monies") was placed into two separate escrow accounts to cover
the potential costs of improving pole attachments and other
possible post-closing expenses. As of February 21, 1996, a
portion of the Escrowed Monies in an amount equal to $200,000
plus $17,835 of interest was disbursed to the Partnership in full
settlement of the post-closing expense escrow. The balance of
the Escrowed Monies is being held for any additional pole
attachment costs.
A significant portion of the remaining $1,050,982 sale proceeds
will be used to cover certain pre-closing liabilities to third
parties, as well as the final closing costs of the transaction.
The Partnership recognized a gain of $600,000 for financial
reporting purposes in 1994 on the sale of the Windsor Systems.
Sale of WMXN-FM
On February 21, 1995, US Radio of Norfolk, Inc. purchased WMXN-FM
for approximately $3.5 million. Following payment of a
transaction fee to a third party unaffiliated with the
Partnership and/or its affiliates, approximately $3.3 million was
remitted to the Partnership. The Partnership recognized a gain
of $1.7 million for financial reporting purposes in 1995 on the
sale of WMXN-FM. In addition, on March 7, 1995 and February 28,
1996, approximately $400,000 and $66,000, respectively, was
returned to the Partnership from WMXN-FM's cash balances.
TCS Television Partners, L.P.
TCS was in default on covenants under its note agreements as of
December 31, 1994 and 1995, failed to make scheduled principal
payments during 1994 and 1995 and expects to default on the
majority of its scheduled principal payments under its note
agreements for the remainder of 1996. 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 it in marketing the TCS television
stations for sale. The marketing of the sale of such stations
commenced in December of 1994.
On September 15, 1995, TCS Television, Inc. ("TCS Inc."), a
wholly owned subsidiary of TCS, completed the sale to The Spartan
Radiocasting Company ("Spartan") of all of the outstanding
capital stock of Avant for a net sales price of $22.7 million.
From the proceeds of the sale, a reserve of approximately $1.4
million was established to cover certain expenses and liabilities
relating to the sale and $1,250,000 was deposited into an
indemnity escrow to secure TCS Television, Inc.'s indemnification
obligations to Spartan for taxes and other liabilities. In
addition, approximately $18.9 million was applied to repay a
portion of TCS' total indebtedness of approximately $43 million
as of December 1994, which is secured by a pledge of the shares
of Fabri Development Corporation ("Fabri"), another wholly owned
subsidiary of TCS Television, Inc. which owns and operates KQTV,
St. Joseph, Missouri and WTWO-TV Terre Haute, Indiana and
approximately $1.1 million in closing costs. The Partnership is
actively marketing these two stations for potential sale during
1996. The Partnership recognized a gain, for financial reporting
purposes, on the sale of Avant of approximately $17.6 million,
partially offset by a reserve for estimated losses on such future
sale of the remaining television stations of TCS of approximately
$9.9 million.
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
ability to foreclose on the stock of Fabri, but not the other
assets of the Partnership. It is the Partnership's intention to
actively pursue a sale of the two remaining TCS television
stations; however, the Partnership may not be able to reach a
final agreement with potential purchasers on terms acceptable to
the Partnership. Whether or not the Partnership is able to sell
all 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 and 6 for further information regarding TCS's
debt.
Disposition of 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. 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 a 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.
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 $100,000
through December 31, 1995 to IMPLP/IMPI and Intelidata to fund
cash shortfalls resulting from the pre-sale claims of certain
creditors. The Partnership anticipates that it will make
additional such advances to IMPLP/IMPI and Intelidata during
1996. 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.
3. DISCONTINUED OPERATIONS
Cable Television Systems Segment
Due to the disposition of Windsor and Maryland Cable in 1994,
discussed in Note 2, the Partnership has presented its Cable
Television Systems Segment (comprised of Maryland Cable and
Windsor) as discontinued operations.
Summarized results of the discontinued operations of the Cable
Television Systems Segment on the Consolidated Statements of
Operations are as follows:
<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
December 31, December 31,
1994 1993
<S> <C> <C>
Operating Revenues $10,730,711 $ 44,781,524
Less: Operating Expenses 9,750,040 44,335,219
Operating Income 980,671 446,305
Interest Expense (7,765,653) (28,666,732)
Gain on Sale of Leesburg - 3,952,407
Loss from discontinued
operations $(6,784,982) $(24,268,020)
</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
Paradigm is not currently producing television programs, and the
Partnership has not advanced any funds to Paradigm and/or BBAD
since the second quarter of 1992. It is the Partnership's
intention to attempt to sell its interest in the Paradigm and/or
BBAD programs and projects. 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 to the expected disposition of Paradigm, the Partnership's
Production Segment is presented as discontinued operations at
December 31, 1994.
The net liabilities of the discontinued operations of the
Production Segment on the Consolidated Balance Sheets are
comprised of the following:
<TABLE>
<CAPTION>
As of As of
December 31, December 31,
1995 1994
<S> <C> <C>
Cash $ 57,131 $ 105,650
Accounts payable and accrued
liabilities (197,842) (246,361)
Net liabilities of
discontinued operations $(140,711) $(140,711)
</TABLE>
<PAGE>
Summarized results of the discontinued operations of the
Production Segment on the Consolidated Statements of Operations
are as follows:
<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
December 31, December 31,
1994 1993
<S> <C> <C>
Operating Revenues $ 4,039 $ 5,917,189
Less: Operating Expenses 67,997 6,941,432
Operating Loss (63,958) (1,024,243)
Minority Interest 26,522 518,103
Loss from discontinued
operations $(37,436) $ (506,140)
</TABLE>
Television and Radio Station Segment
Due to the Partnership's decision in 1994 to dispose of its
interest in its television and radio stations, the Partnership
has presented its Television and Radio Station Segment as
discontinued operations. The Partnership sold two of its
stations in 1995 (see Note 2) and intends to sell the remaining
two stations in 1996.
<PAGE>
The net liabilities of discontinued operations of the Television
and Radio Station Segment on the Consolidated Balance Sheets are
comprised of the following:
<TABLE>
<CAPTION>
As of As of
December 31, December 31,
1995 1994
<S> <C> <C>
Property, plant and
equipment, net $ 3,277,806 $ 5,833,854
Intangible assets, net 32,939,937 35,616,068
Other assets 6,801,971 14,597,378
Borrowings (See Note 4) (24,045,943) (42,999,804)
Other liabilities (18,973,771) (19,184,542)
Net liabilities of
discontinued operations $ 0 $ (6,137,046)
</TABLE>
The change in the net liabilities of this segment is due
primarily to (i) the sale of WMXN-FM on February 21, 1995, (ii)
the sale of the capital stock of Avant on September 15, 1995 and
(iii) the reserve for expected losses on the disposition of the
remaining stations comprising its Television and Radio Station
Segment (inclusive of expected operating losses through the date
of disposal)(See Note 2).
<PAGE>
Summarized results of the discontinued operations of the
Television and Radio Station Segment on the Consolidated
Statements of Operations are as follows:
<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
December 31, December 31,
1994 1993
<S> <C> <C>
Operating Revenues $14,361,993 $11,834,695
Less: Operating
Expenses 12,743,603 11,400,709
Operating Income 1,618,390 433,986
Interest Expense (5,222,029) (3,803,215)
Equity in loss of
joint venture -
TCS - (1,288,838)
Loss from
discontinued
operations $(3,603,639) $(4,658,067)
</TABLE>
TCS was accounted for under the equity method through March 26,
1993.
<PAGE>
Business Information Services Segment
Due to the sale of the business and assets of IMPLP/IMPI and
Intelidata in 1993, discussed in Note 2, the Partnership has
presented its Business Information Services Segment as
discontinued operations. Summarized results of the discontinued
operations of the Business Information Services Segment are as
follows:
<TABLE>
<CAPTION>
For the Year
Ended
December 31,
1993
<S> <C>
Operating Revenues $ 978,359
Less:
Operating Expenses 1,382,727
Operating Loss (404,368)
Other Expenses (386,896)
Loss from discontinued
operations $ (791,264)
</TABLE>
<PAGE>
4. BORROWINGS
The aggregate amount of borrowings reflected on the Consolidated
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> As of As of
December 31, December 31,
1995 1994
<S> <C> <C>
Senior Secured Notes-TCS $ 12,719,139 $ 31,323,000
Senior Secured Subordinated
Notes-TCS 11,326,804 11,326,804
Senior Secured Fee Notes-TCS - 350,000
$ 24,045,943 $ 42,999,804
</TABLE>
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").
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, the Senior Secured Notes and the
Subordinated Notes were amended (the "Amended Agreements")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 Amended 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").
Under the Amended 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. In addition, the Amended Agreements
reclassified accrued interest due through December 14, 1992
on the Senior Secured Subordinated Notes of $1,326,804 into
the original Senior Secured Subordinated Notes amount of
$10,000,000. The restated Senior Secured Subordinated Notes
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 certain conditions are met
(refer to the Amended Agreement for specific conditions).
As of December 31, 1995, TCS is in default of certain
covenants under its note agreements. (See Note 2).
During 1995, TCS paid down $18,953,861 on secured
borrowings. On November 30, 1995, TCS failed to make a
principal payment of $299,450. In February 1996, the
principal payment was made along with another payment due of
$410,060. On December 31, 1995, the annual aggregate
amounts of principal payments required for the borrowings of
TCS, unless accelerated as discussed in Note 2, are as
follows:
<TABLE>
<CAPTION>
Year Ending Principal Amount
<S> <C>
1996 $ 2,800,240
1997 20,946,253
23,746,493
Defaulted Principal Payments in 1995 299,450
Total $24,045,943
</TABLE>
<PAGE>
5. TRANSACTIONS WITH THE GENERAL PARTNER AND ITS AFFILIATES
During the three years ended December 31, 1995 the Partnership
incurred the following expenses in connection with services
provided by the General Partner and its affiliates:
<TABLE> For the Year For the Year For the Year
Ended Ended Ended
<CAPTION> December 31, December 31, December 31,
1995 1994 1993
<S> <C> <C> <C>
Media Opportunity
Management Partners
(General Partner):
Partnership Management
Fee $ 884,080 $ 860,836 $ 838,205
Property Management Fee 1,499,986 2,105,031 2,235,212
$2,384,066 $2,965,867 $3,073,417
</TABLE>
The Partnership, through Maryland Cable, entered into an
agreement with MultiVision, an affiliate of the General Partner,
whereby MultiVision provided Maryland Cable (through its sale in
1994) with certain administrative services. The reimbursed cost
to the Maryland Cable for these services amounted to $848,067 and
$977,414 for the years ended December 31, 1994 and 1993,
respectively. These costs do not include programming costs that
were charged under a cost allocation agreement. In addition, in
1994 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.
6. OTHER INVESTMENTS
GCC/WWC
On January 20, 1994, the majority stockholders of General
Cellular Corporation ("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.
Subsequently, WWC acquired the remaining shares and now owns 100%
of the outstanding common stock of GCC.
The Partnership owns approximately 2.4% of the outstanding shares
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.
Concurrently (as detailed in Note 4), 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.
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, 1995, the
Partnership had advanced a total of approximately $7.5 million to
Paradigm (net of funds returned by Paradigm).
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.
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 3 for further information regarding Paradigm and
BBAD.
Investments and EMP, Ltd. and MVT
As of December 31, 1994, the Partnership had advanced
approximately $2.0 million to Investments.
During 1994 and 1995, the Media Ventures Companies 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.
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 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, 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. 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 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. During 1995, the
Partnership received approximately $108,000 in dividends from
MVT. In January, 1996, EMP, Ltd. decided to exercise its right
to require the Partnership to sell its interest in MVT to EMP,
Ltd. and notified the Partnership of its intention to acquire the
Partnership's interest. The Partnership is currently negotiating
the terms of such sale. The Partnership elected not to advance
further funds to Investments or MVT. It is likely that the
Partnership will not recover the majority of its $2 million
investment in Investments either from Investments or from MVT.
7. 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 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, 1995 and 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, it was
not practical to estimate the fair value of the TCS debt
obligations (included in net liabilities of discontinued
operations in the accompanying Consolidated Balance Sheets).
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, 1995 and December 31, 1994, represents the adjusted
cost of the investment, which management believes is not
impaired. No dividends were received during the years ended
December 31, 1995 and December 31, 1994.
<PAGE>
8. ACCOUNTING FOR INCOME TAXES
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) are as follows:
<TABLE>
<CAPTION> As of As of
December 31, December 31,
1995 1994
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward
$ 952,000 $ 1,991,326
Allowance for doubtful accounts
43,860 173,368
995,860 2,164,694
Deferred tax liabilities:
Basis of property, plant and
equipment (619,037) (961,074)
Total 376,823 1,203,620
Less: valuation allowance (376,823) (1,203,620)
Net deferred tax asset $ 0 $ 0
</TABLE>
There is no provision for income taxes required for each of the
three years ended December 31, 1995. The change in the deferred
tax asset for the year ended December 31, 1995 of approximately
$0.8 million relates primarily to the utilization and expiration
of net operating loss carryforwards and was fully offset by a
corresponding reduction in the valuation allowance.
At December 31, 1995, the taxable entities have available net
operating loss carryforwards of approximately $2.8 million which
may be applied against future taxable income. Such net operating
loss carryforwards expire at various dates from 2008 through
2010.
For the Partnership, the differences between the tax bases of
assets and liabilities and the reported amounts are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
As of As of
December 31, December 31,
1995 1994
Partners' Capital/(Deficit) -
financial statements $ 1,239,318 $(3,016,005)
Differences:
Offering expenses 11,346,156 11,346,156
Basis of property, plant and equipment
and intangible assets
4,206,605 4,211,542
Unrealized loss on common stock
investment 15,000,000 15,000,000
Cumulative (income) losses of stock
investments (corporations) 4,711,797 17,827,451
Management fees 4,176,677 4,176,677
Other 3,387,604 1,065,474
Partners' Capital - income tax
basis $44,068,157 $50,611,295
</TABLE>
<PAGE>
9. 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, which owned approximately 52% in BBAD through Paradigm
based upon capital contributions. The remaining approximately
48% of BBAD was 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 $10,000, $27,000 and $518,000 for the years ended
December 31, 1995, 1994 and 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.
No minority interest has been recorded for the periods ended or
as of December 31, 1995, 1994 and 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.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
Part III.
Item 10. Directors and Executive Officers of the Registrant.
Registrant has no executive officers or directors. The General
Partner manages 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
(1) The Director holds office until a successor is elected and
qualified. All executive officers serve at the pleasure of
the Director.
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
Michael E. Lurie 8/10/95 Vice President
8/11/95 Director
Steven N. Baumgarten 3/07/94 Vice President
David G. Cohen 8/11/95 Vice President
Diane T. Herte 8/11/95 Treasurer
(1) Directors hold office until their successors are elected and
qualified. All executive officers serve at the pleasure of
the Board of Directors.
I. Martin Pompadur, 60, Director and President of RP Opportunity
Management, L.P. Mr. Pompadur is also 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 owned and operated four network affiliated
television stations. These stations were sold in January 1996
and this partnership is currently in its liquidation phase. Mr.
Pompadur 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 is also
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.
Mr. Pompadur 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 several cable television systems and several radio
stations. 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 and the estate of Elton H. Rule
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 United States.
Elizabeth McNey Yates, 33, Executive Vice President of RP
Opportunity Management, L.P. and Senior Vice President of Media
Opportunity Management Partners, 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 Chief Operating
Officer and Executive Vice President of RP Companies, Inc. and,
since October 1, 1994, has also been President and Chief
Operating Officer of MultiVision. Ms. Yates is also the
Executive Vice President of RPMM.
Kevin K. Albert, 43, 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 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 III,
IV, V and ML Delphi Premier Partners, 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"); and 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.; Mr. Albert also serves as an
independent general partner of Venture I and Venture II.
Robert F. Aufenanger, 42, a Vice President of Merrill Lynch & Co.
Corporate Credit 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 ML Media, ML Film, ML Venture, ML R&D, ML Mezzanine
and ML Mezzanine II.
Michael E. Lurie, 52, a First Vice President of Merrill Lynch &
Co. Corporate Credit and the Director of the Asset Recovery
Management Department, joined Merrill Lynch in 1970. Prior to
his present position, Mr. Lurie was the Director of Debt and
Equity Markets Credit responsible for the global allocation of
credit limits and the approval and structuring of specific
transactions relating to debt and equity products. He also
served as Chairman of the Merrill Lynch International Bank Credit
Committee. Mr. Lurie is also a director of ML Media, ML Film, ML
Venture and ML R&D.
Steven N. Baumgarten, 40, a Vice President of Merrill Lynch & Co.
Corporate Credit 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, 33, a Vice President of Merrill Lynch & Co.
Corporate Credit joined Merrill Lynch in 1987. Mr. Cohen 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.
Diane T. Herte, 35, an Assistant Vice President of Merrill Lynch
& Co. Corporate Credit since 1992, joined Merrill Lynch in 1984.
Ms. Herte'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 both companies
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.
The Investment Committee has the responsibility and authority for
developing, in conjunction with the Management Company,
diversification objectives for the investments to be made by
Registrant, for reviewing and approving each investment proposed
by the Management Company for Registrant and for evaluating and
approving dispositions of investments of Registrant. The
Investment Committee will also establish reserves for Registrant
for such purposes and in such amounts as it deems appropriate.
The Investment Committee also has the responsibility and
authority for monitoring the management of the investments of
Registrant by the Management Company.
The current members of the Investment Committee are as follows:
RPMM Representative MLMM Representatives
I. Martin Pompadur Kevin K. Albert
Robert F. Aufenanger
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 amounts paid by
Registrant to the General Partner and its affiliates for the
three years ended December 31, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
As of February 1, 1996, 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, 1996,
the officers and directors of the General Partner in aggregate
own less than 1% of the outstanding common stock of Merrill Lynch
& Co., Inc.
RP Opportunity Management, L.P. ("RPOM") is organized as a
limited partnership, the general partners of which are EHR
Opportunity Management, Inc., and IMP Opportunity Management,
Inc.
IMP Opportunity Management, Inc. is wholly-owned by Mr. I. Martin
Pompadur and EHR Opportunity Management, Inc. is wholly-owned by
the estate of Mr. Elton H. Rule.
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.
Part IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Financial Statements, Financial Statement Schedules and
Exhibits.
(1) Financial Statements
See Item 8. "Financial Statements and Supplementary
Data."
(2) Financial Statement Schedules
No financial statement schedules are included
because of the absence of the conditions under
which they are required or because the information
is included in the financial statement or the notes
thereto.
(3) Exhibits
<TABLE>
<CAPTION>
Exhibits Incorporated by Reference to
<C> <C>
3.1 Certificate of Limited Exhibit 3.1 to Registrant's
Partnership Form S-1 the Registration
Statement
(File No. 33-15502)
3.2 Amended and Restated Agreement of Exhibit 3.2 to Registrant's
Limited Partnership Annual Report on Form 10-K
for the fiscal year ended
December 31, 1987
(File No. 33-15502)
10.1.1 Exchange Agreement dated December Exhibit 10.1 to Registrant's
31, 1993 Form 8-K Report dated
January 12, 1994
(File No. 33-15502)
10.1.2 Consolidated Prepackaged Plan of Exhibit to Registrant's Form
Reorganization of Maryland Cable 8-K Report dated March 10,
Corp. and Maryland Cable Holdings 1994
Corp. (File No. 33-15502)
10.1.3 Letter Agreement to Purchase and Exhibit 10.1 to Registrant's
Sell all of the Assets of the Annual Report on Form 10-K
community antenna television for the fiscal year ended
systems owned by Windsor December 31, 1988
Cablevision, Inc. between (File No. 33-15502)
Williamston Cable Television,
Inc. and Windsor Cablevision,
Inc. dated as of March 7, 1988
10.1.4 Agreement between TCS, Exhibit 10.1 to Registrant's
Registrant, Commonwealth Capital Form 8-K Report dated
Partners, L.P., and other December 14, 1992
parties, dated December 14, 1992 (File No. 0-16690)
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 Windsor Annual Report on Form 10-K
Cablevision, Inc. for the fiscal year ended
December 31, 1988
(File No. 33-15502)
10.2 Services Agreement between Exhibit 10.2 to Registrant's
Registrant, TCS Management Corp., Form 8-K Report dated
and Commonwealth Capital December 14, 1992
Partners, L.P., dated December (File 0-16690)
14, 1992
10.2.1 Asset Purchase Agreement dated Exhibit 10.2.1 to
November 16, 1993 between Tar Registrant's Quarterly Report
River Communications, Inc. and on Form 10-Q for the quarter
Registrant ended September 30, 1993
(File No. 0-16690)
10.3.1 Securities Purchase Agreement Exhibit 28.1 to Registrant's
dated May 13, 1988 relating to Quarterly Report on Form 10-Q
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
agent June 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
Inc. and ML Media Opportunity (File No. 0-16690)
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 Exhibit 10.17 to Registrant's
Agreement 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 Media for the fiscal year ended
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 Agent (File No. 0-16690)
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 Partners, Annual Report on Form 10-K
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., December 31, 1991
Maryland 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 Exhibit 10.30 to Registrant's
Maryland 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 Cable December 31, 1991
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 Cable for the fiscal year ended
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 Quarterly
Ventures Investments Ltd. Report on Form 10-Q for the
quarter ended
March 31, 1992
(File No. 0-16690)
10.36b Special Resolution of Media Exhibit 10.36b to Quarterly
Ventures Investments Ltd. Report on Form 10-Q for the
quarter ended March 31, 1992
(File No. 0-16690)
10.36c Articles of Association of Exhibit 10.36c to Quarterly
European Media Partners, Ltd. Report on Form 10-Q for the
quarter ended March 31, 1992
(File No. 0-16690)
10.36d Special Resolution of European Exhibit 10.36d to Quarterly
Media Partners, Ltd. Report on Form 10-Q for the
quarter ended March 31, 1992
(File No. 0-16690)
10.36e Certificate of Incorporation on Exhibit 10.36e to Quarterly
Change of Name (various) Report on Form 10-Q for the
quarter ended March 31, 1992
(File No. 0-16690)
10.36f Resolution of Investment by ALP Exhibit 10.36f to Quarterly
Enterprises in European Media Report on Form 10-Q for the
Partners, Ltd. quarter ended March 31, 1992
(File No. 0-16690)
10.36g Resolution of initial ownership Exhibit 10.36g to Quarterly
structure of European Media Report on Form 10-Q for the
Partners, Ltd. quarter ended March 31, 1992
(File No. 0-16690)
10.36h Agreement to transfer of Exhibit 10.36h to Quarterly
International Programme Ventures Report on Form 10-Q for the
Limited to European Media quarter ended March 31, 1992
Partners, Ltd. (File No. 0-16690)
10.36i Agreement for the Sale and Exhibit 10.36i to Quarterly
Purchase of 50% of the issued Report on Form 10-Q for the
Share Capital of Neomedion Ltd. quarter ended March 31, 1992
(File No. 0-16690)
10.36j Listing of Shareholders at May Exhibit 10.36j to Quarterly
14, 1992 of Mediaventures Report on Form 10-Q for the
Investments Ltd., European Media quarter ended March 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, 1993 (File No. 0-16690)
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 Quarterly
Bankruptcy Court, Southern Report on Form 10-Q for the
District of New York, approving quarter ended
nonmaterial modifications to the March 31, 1994
consolidated prepackaged plan of (File No. 0-16690)
reorganization of Maryland Cable
Corp. and Maryland Cable Holdings
Corp.
10.39 Order of the United States Exhibit 10.02 to Quarterly
Bankruptcy Court, Southern Report on Form 10-Q for the
District of New York, confirming quarter ended
debtors' first amended March 31, 1994
consolidated prepackaged debtors' (File No. 0-16690)
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 Quarterly
merger by and among Registrant, Report on Form 10-Q for the
Western Wireless Corporation, quarter ended
Markets Cellular Limited June 30, 1994
Partnership and others dated July (File No. 0-16690)
20, 1994
10.41 Stockholders agreement by and Exhibit 10.02 to Quarterly
among Western Wireless Report on Form 10-Q for the
Corporation, Registrant and quarter ended
others dated July 29, 1994 June 30, 1994
(File No. 0-16690)
10.42 Asset purchase agreement between Exhibit 10.01 to Quarterly
ML Media Opportunity Partners, Report on Form 10-Q for the
L.P. and US Radio of Norfolk, quarter ended
Inc. dated October 26, 1994 September 30, 1994
(File No. 0-16690)
10.43 Agreement between ML Media Exhibit 10.02 to Quarterly
Opportunity Partners, L.P., MV Report on Form 10-Q for the
Technology Limited, ALP quarter ended
Enterprises Inc., European Media September 30, 1994
Partners Limited, and others (File No. 0-16690)
dated August 12, 1994
10.44 Share sale agreement between ML Exhibit 10.03 to Quarterly
Media Opportunity Partners, L.P., Report on Form 10-Q
ALP Enterprises, Inc., European for the quarter ended
Media Partners Limited, and September 30, 1994
others dated August 12, 1994 (File No. 0-16690)
10.45 Agreement by and among Bob Banner Exhibit 10.01 to Quarterly
Associates, Inc. and Paradigm Report on Form 10-Q
for the quarter ended
September 30, 1995
(File No. 0-16690)
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
</TABLE>
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by Registrant during the last
quarter of the period covered by this report.
(c) Exhibits.
See (a)(3) above.
(d) Financial Statement Schedules.
See (a)(2) above.
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: April 1, 1996 /s/ Kevin K. Albert
Kevin K. Albert
Director and 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 April 1, 1996
(I. Martin Pompadur) President(principal
executive officer of
the Registrant)
/s/Elizabeth McNey Yates Executive Vice April 1, 1996
(Elizabeth McNey Yates) President
ML OPPORTUNITY MANAGEMENT INC. ("MLOM")
Signature Title Date
Each with respect to
MLOM unless otherwise
noted)
/s/ Kevin K. Albert Director and April 1, 1996
(Kevin K. Albert) President
/s/ Robert F. Aufenanger Director and April 1, 1996
(Robert F. Aufenanger) Executive Vice
President
/s/ Michael E. Lurie Director and Vice April 1, 1996
(Michael E. Lurie) President
/s/ Diane T. Herte Treasurer April 1, 1996
(Diane T. Herte) (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 1995 Form 10-
K Consolidated Balance Sheets and Consolidated
Statements of Operations as of December 31, 1995, 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-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 570
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,919
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,239
<TOTAL-LIABILITY-AND-EQUITY> 1,919
<SALES> 0
<TOTAL-REVENUES> 342
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,384
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,270)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,270)
<DISCONTINUED> (9,471)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,201
<EPS-PRIMARY> 63.57
<EPS-DILUTED> 0
</TABLE>
