UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
April 15, 1997
(Date of earliest report)
0-16690
(Commission File Number)
ML MEDIA OPPORTUNITY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or 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
Not applicable
(Former name or former address, if changed since last report)
Item 2. - Disposition of Assets
On April 15, 1997, TCS Television Partners, L.P. ("TCS") a
limited partnership in which ML Media Opportunity Partners, L.P.
("Registrant") is a general partner and owns a 51.005% interest,
and its wholly owned subsidiary, TCS Television, Inc. (jointly
with TCS, the "Sellers"), completed the sale of all of the
outstanding shares in their jointly wholly owned subsidiary,
Fabri Development Corporation ("Fabri"); which owns and operates
two television stations, WTWO-TV in Terre Haute, Indiana and KQTV
in St. Joseph, Missouri. This transaction was completed pursuant
to a Stock Purchase Agreement dated December 30, 1996 among the
Sellers, Fabri and Nexstar Broadcasting Group, L.L.C. ("Nexstar")
(the "Stock Purchase Agreement"). Before the consummation of the
sale, Nexstar assigned its rights under the Stock Purchase
Agreement to Nexstar Broadcasting of the Midwest Inc.
The base purchase price for the outstanding shares of Fabri was
$31,800,000 which, as set forth in the Stock Purchase Agreement,
is subject to certain adjustments, including a working capital
adjustment which preliminarily reduced the purchase price paid at
closing to the Sellers to $31,323,929. Pursuant to the terms of
the Stock Purchase Agreement and a Letter Agreement, dated
September 17, 1996 among the Sellers and the holders of the
subordinated debt, after application of the proceeds generated by
the sale to the payment of transaction expenses resulting from
the sale and to the establishment of two separate escrow accounts
totaling $1,750,000, the remaining proceeds were applied as
follows: $23,757,072 to repay certain amounts to TCS's lenders,
$1,022,534 to repay principal and interest outstanding on a note
to Registrant, and the remainder to pay certain accrued and
unpaid consulting fees; $2,604,601 to Registrant and $1,736,400
to Commonwealth Capital Partners, L.P.
Item 7. Financial Statements and Exhibits
Registrant has presented its Television and Radio Station
Segment, which included TCS, as discontinued operations in its
historical financial statements set forth in the 1996 From 10-K
filed with the Securities and Exchange Commission on March 27,
1997. As such, proforma financial statements for the disposition
of the stock of Fabri are not included herein since such proforma
financial statements would not differ from the historical
financial statements included as part of the 1996 Form 10-K
referenced above.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized
ML MEDIA OPPORTUNITY PARTNERS, L.P.
By: RP Opportunity Management,
L.P., General Partner
By: IMP Opportunity Management
Inc.
Dated: April 30, 1997 By: _/s/ Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
