SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31,1997
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) 236-6472
N/A
Former name, former address and former fiscal year if changed
since last report
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 .
ML Media Opportunity Partners, L.P.
Part I - Financial Information.
Item 1. Financial Statements.
TABLE OF CONTENTS.
Consolidated Balance Sheets as of March 31, 1997
(Unaudited) and December 31, 1996 (Unaudited)
Consolidated Statements of Operations for the
three months ended March 31, 1997 (Unaudited)
and March 31, 1996 (Unaudited)
Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 (Unaudited)
and March 31, 1996 (Unaudited)
Consolidated Statement of Changes in Partners'
Capital/(Deficit) for the three months ended
March 31, 1997 (Unaudited)
Notes to Consolidated Financial Statements for
the three months ended March 31, 1997
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1997 (UNAUDITED) AND
DECEMBER 31, 1996 (UNAUDITED)
March 31, December 31,
1997 1996
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 26,157,118 $ 2,383,444
Interest receivable 15,670 4,217
TOTAL ASSETS $ 26,172,788 $ 2,387,661
LIABILITIES AND PARTNERS'
CAPITAL/(DEFICIT):
Liabilities:
Distribution payable 2 $ 23,671,989 $ -
Accounts payable and
accrued liabilities 1,684,404 1,671,454
Management fee payable 2 - 2,144,597
Net Liabilities of
Discontinued Operations:
4
Production Segment 58,912 58,912
Television and Radio
Station Segment - -
Total Liabilities 25,415,305 3,874,963
Commitments and
contingencies 3
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1997 (UNAUDITED)
AND DECEMBER 31, 1996 (UNAUDITED)
(continued)
March 31, December 31,
1997 1996
<S> <C> <C> <C>
Partners' Capital/(Deficit):
General Partner:
Capital contributions, net of
offering expenses 1,019,428 1,019,428
Additional capital -
contributions 2 26,393,357
Transfer from General Partner
to Limited partners 2 (26,366,143) -
Cash distributions (362,496) (362,496)
Cumulative loss (656,079) (651,313)
28,067 5,619
Limited partners:
Capital contributions, net of
offering expenses (112,147.1
Units of Limited Partnership
Interest) 100,914,316 100,914,316
Transfer from General Partner
to Limited partners 2 26,366,143 -
Tax allowance cash distribution
(2,040,121) (2,040,121)
Other cash distributions
(including accrued distribution
of $23,671,989 as of March 31,
1997) 2 (59,559,029) (35,887,040)
Cumulative loss (64,951,893) (64,480,076)
729,416 (1,492,921)
Total Partners' Capital/(Deficit) 757,483 (1,487,302)
TOTAL LIABILITIES AND PARTNERS'
CAPITAL/(DEFICIT) $ 26,172,788 $ 2,387,661
See Notes to Consolidated Financial Statements (Unaudited).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 (UNAUDITED)
AND MARCH 31, 1996 (UNAUDITED)
March 31, March 31,
1997 1996
<S> <C> <C>
Interest income $ 32,107 $ 7,489
Partnership Operating Expenses:
General and administrative 4,919 14,029
Services provided by the General
Partner 2 503,771 -
508,690 14,029
NET LOSS $ (476,583) $ (6,540)
Per Unit of Limited Partnership
Interest:
NET LOSS $ (4.21) $ (.06)
Number of Units 112,147.1 112,147.1
See Notes to Consolidated Financial Statements (Unaudited).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
AND MARCH 31, 1996 (UNAUDITED)
March 31, March 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (476,58 $ (6,540)
3)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Services provided by the General
Partner 503,771 -
Changes in operating assets and
liabilities:
Interest receivable (11,453 765
)
Other assets - 68,934
Accounts payable and accrued
liabilities 12,950 229,348
Net cash provided by operating
activities 28,685 292,507
Cash flows from financing activities:
Additional capital contributions 23,744,989 -
(Continued on the following page.)
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
AND MARCH 31, 1996 (UNAUDITED)
(continued)
March 31, March 31,
1997 1996
<S> <C> <C>
Net increase in cash and
cash equivalents 23,773,674 292,507
Cash and cash equivalents at
beginning of year 2,383,444 1,539,981
Cash and cash equivalents at end
of period $ 26,157,11 $1,832,488
8
Interest paid by TCS $ 288,08 $ 280,508
1
</TABLE>
Supplemental Disclosure:
On April 2, 1997, the Partnership distributed $23,671,989, or
$211.08 per Unit, to limited partners of record as of March 24,
1997.
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CHANGES
IN PARTNERS' CAPITAL/(DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
General Limited
Partner Partners Total
<S> <C> <C> <C>
Partners'
Capital/(Deficit) as
of January 1, 1997 $ 5,619 $ (1,492,921) $ (1,487,302)
Net loss (4,766) (471,817) (476,583)
Additional capital
contributions 26,393,357 - 26,393,357
Transfer from General
Partner to Limited
partners (26,366,143) 26,366,143 -
Cash distribution
declared - (23,671,989) (23,671,989)
Partners' Capital as
of March 31, 1997 $ 28,067 $ 729,416 $ 757,483
See Notes to Consolidated Financial Statements (Unaudited).
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
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
original capital contribution was $1,132,800, which represented
1% of the total original Partnership capital contributions.
On March 27, 1997, Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), an affiliate of the General
Partner, made two voluntary cash payments to the Partnership
totaling $23,744,989. In addition, during the three months ended
March 31, 1997, the Partnership's obligation to pay a management
fee was terminated and treated as a capital contribution for
services provided by the General Partner of $2,648,368 (See Note
2).
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.
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information. They do not
include all information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of the General Partner, the financial statements
include all adjustments necessary to reflect fairly the financial
position of the Partnership as of March 31, 1997 and the results
of operations, cash flows and partners' capital/(deficit) of the
Partnership for the interim periods presented. All adjustments
are of a normal recurring nature except as described in Note 2.
The results of operations for the three months ended March 31,
1997, are not necessarily indicative of the results of operations
for the entire year.
Additional information, including the audited year end 1996
Financial Statements and the Summary of Significant Accounting
Policies, is included in the Partnership's filing on Form 10-K
for the year ended December 31, 1996 on file with the Securities
and Exchange Commission.
Certain reclassifications were made to the 1996 financial
statements to conform with the current period's presentation.
2. 1997 CAPITAL TRANSACTIONS
On March 27, 1997, the Partnership received a voluntary cash
payment of $23,671,989 (the "Cash Payment") from Merrill Lynch
for distribution to limited partners. Pursuant to an amendment
to the Partnership Agreement dated March 24, 1997 (the
"Amendment"), the Cash Payment is distributable solely to limited
partners. On April 2, 1997, the Partnership distributed all the
proceeds of the Cash Payment, or $211.08 per Unit, to limited
partners of record as of March 24, 1997. The $23,671,989 Cash
Payment has been treated in the accompanying financial statements
as a capital contribution by the General Partner and
simultaneously as a transfer to the limited partners' capital,
and is reflected as a distribution payable from such limited
partners' capital, as referenced above.
Also, pursuant to the Amendment, the Partnership's obligation to
pay a Partnership Management Fee and a Property Management Fee
for 1996 and subsequent periods has been terminated. However,
during 1996 and the first three months of 1997, the General
Partner continued to provide services on behalf of the
Partnership. In accordance with the Amendment, the Partnership
has no obligation to pay for these services and will not pay for
such services. However, in accordance with generally accepted
accounting principles, for financial reporting purposes, an
amount equal to these services for the first three months of 1997
of $503,771 has been treated in the accompanying statement of
operations as an expense with a corresponding increase in General
Partner's capital. Similarly, an amount representing these
services for 1996 of $2,144,597 has been treated as an increase
in General Partner's capital and a reduction of management fee
payable. Simultaneously, a transfer was made to the limited
partners' capital in an amount of $2,621,884, which represents
the limited partners' share (99%) of the capital contribution of
such services. The foregoing expense and capital transfer have
no effect on the capital of the limited partners or the General
Partner.
In addition, in 1997, Merrill Lynch paid for certain expenses of
$73,000 on behalf of the Partnership which were incurred by the
Partnership in 1996. In accordance with generally accepted
accounting principles, for financial reporting purposes, such
amount was treated in the 1996 statement of operations as an
expense of the Partnership and, when payment was made in 1997, as
an increase in General Partner's capital. Simultaneously with
the payment, a transfer was made to the limited partners' capital
in an amount of $72,270, which represents the limited partners'
share (99%) of the amount of such expenses. The foregoing
capital transactions increase capital of the General Partner and
the limited partners in an amount corresponding to the decreases
to capital recorded for such expenses in 1996. Thus, there is no
effect on the General Partner or the limited partners' capital.
3. MEDIA INVESTMENTS
As of March 31, 1997, the Partnership's investments consisted of:
a 51.005% ownership of TCS Television Partners, L.P.
("TCS"), which owns (i) 20% of the outstanding common stock
of Fabri Development Corporation ("Fabri"), 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. ("TCS Inc."), which in turn owns the 80% of the
outstanding common stock of Fabri not owned by TCS; and
a 13.8% ownership of MV Technology Limited ("MVT"), a United
Kingdom corporation whose sole purpose is to manage its sole
asset, a 10% interest in Teletext ("Teletext"), a United
Kingdom corporation organized to acquire United Kingdom
franchise rights to provide data in text form to television
viewers via television broadcast sidebands, giving the
Partnership an indirect 1.38% interest in Teletext.
On April 15, 1997, TCS and TCS Inc. sold all of the outstanding
stock of Fabri (See below).
The Partnership has no contractual commitment to advance funds to
any of its investments, other than its obligations relating to
its former investments in International Media Publishing L.P.,
International Media Publishing Inc. and Intelidata Limited,
Paradigm Entertainment, L.P. and the Windsor Systems, which in
the aggregate is approximately $1.4 million. These amounts are
recorded as liabilities as of March 31, 1997 in the accounts
payable and net liabilities of discontinued operation sections of
the accompanying financial statements.
Following the TCS sale, the one media asset (MVT) remaining in
the Partnership and certain escrows and contingent liabilities
remaining from previously sold media investments must be
resolved. The Partnership is working to sell or otherwise
dispose of MVT and to resolve these escrows and contingent
liabilities by the end of 1997. However, there can be no
assurances that such steps will be completed within this time
frame.
TCS Television Partners, L.P.
TCS entered into an agreement (the "Sub-Debt Proceeds Sharing
Agreement") dated September 17, 1996, with the holders of its
subordinated debt under which the lenders agreed that TCS would
be entitled to share in the net proceeds of the sale of such TCS
stations in accordance with a formula set forth in such
agreement.
On December 30, 1996, TCS and TCS Inc. entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") with Nexstar
Broadcasting Group, L.L.C ("Nexstar") to sell all of the
outstanding shares of their jointly owned subsidiary, Fabri. On
April 15, 1997, TCS and TCS Inc. (jointly with TCS, the
"Sellers"), completed the sale of all of the outstanding shares
of Fabri. 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 the Sub-Debt Proceeds Sharing
Agreement, 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 to TCS were applied
as follows: $23,757,072 to repay certain amounts to TCS's
lenders; $1,022,534 to repay outstanding principal and accrued
interest on a loan made to TCS by the Partnership; and $2,604,601
and $1,736,400 to pay the Partnership and Commonwealth Capital
Partners, L.P., respectively, their share of certain accrued and
unpaid consulting fees. The Partnership will record income of
approximately $3.6 million during the second quarter of 1997 (See
Note 4).
During the three months ended March 31, 1997, $1 million plus
accrued interest of approximately $74,000 was returned to TCS
from the indemnity escrow established in connection with the sale
of Avant. TCS will use these amounts to pay down indebtedness
pursuant to the Sub-Debt Proceeds Sharing Agreement.
Investments and EMP, Ltd. and MVT
The Partnership has the right to require European Media Partners,
Ltd. ("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. In January, 1996,
EMP, Ltd. exercised 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. It
is likely that the Partnership will not recover more than a
nominal portion of its $2.0 million investment in Investments
either from Investments or from MVT.
4. DISCONTINUED OPERATIONS
Television and Radio Station Segment
Due to the Partnership's decision 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 has sold all of its interests in its
Television and Radio Station Segment. For financial reporting
purposes, TCS is recorded as a discontinued operation and is
included in the Television and Radio Station Segment.
The net liabilities of discontinued operations of the Television
and Radio Station Segment on the Consolidated Balance Sheets are
comprised of the following:
</TABLE>
<TABLE>
<CAPTION>
As of As of
March 31, December 31,
1997 1996
<S> <C> <C>
Property, plant and
equipment, net $ 2,744,543 $ 2,856,611
Intangible assets, net 27,503,835 27,791,054
Other assets 8,306,657 8,493,912
Borrowings (21,696,194) (22,106,254)
Other liabilities (16,858,841) (17,035,323)
Net liabilities of
discontinued operations $ 0 $ 0
</TABLE>
Included in net liabilities of discontinued operations is the
reserve established for expected losses on the disposition of the
remaining stations comprising the Television and Radio Station
Segment (See Note 2).
The aggregate amount of borrowings reflected on the Consolidated
Balance Sheets of the Partnership (included in the net
liabilities of discontinued operations of the Television and
Radio Station Segment) is as follows:
<TABLE>
<CAPTION> As of As of
March 31, December 31,
1997 1996
<S> <C> <C>
Senior Secured Notes-TCS $ 10,369,390 $ 10,779,450
Senior Secured Subordinated
Notes-TCS 11,326,804 11,326,804
$ 21,696,194 $ 22,106,254
During the three months ended March 31, 1997, TCS made a
scheduled principal payment of $410,060 on the Senior Secured
Notes. As of March 31, 1997, TCS has defaulted on $290,000 on
the Subordinated Notes.
In addition, during the first quarter of 1997, the remaining
operations of TCS generated operating revenues of $2,486,437,
offset by $3,248,818 in operating and other expenses resulting in
a net operating loss of $762,381 which is included in the net
liabilities of discontinued operations. In April 1997, TCS and
TCS Inc., sold all of their outstanding stock of Fabri (See Note
3). The Partnership received approximately $3.6 million from TCS
as repayment for certain amounts payable to it by TCS, which will
be recorded by the Partnership as income for financial reporting
purposes in the three months ended June 30, 1997.
Production Segment
Due to the disposition of the Partnership's interests in films
and other projects owned by Paradigm, the Partnership's
Production Segment has been presented as discontinued operations.
The Partnership sold these remaining interests in films and other
projects during 1996.
The net liabilities of the discontinued operations of the
Production Segment on the Consolidated Balance Sheets are
comprised of the following:
</TABLE>
<TABLE>
<CAPTION>
As of As of
March 31, December 31,
1997 1996
<S> <C> <C>
Cash $ 56,399 $ 65,082
Accounts payable and
accrued liabilities (115,311) (123,994)
Net liabilities of
discontinued operations $ (58,912) $ (58,912)
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources.
As of March 31, 1997, Registrant had $26,157,118 in cash and cash
equivalents, of which $23,671,989 was distributed to the limited
partners on April 2, 1997.
On March 27, 1997, Registrant received a voluntary cash payment
of $23,671,989 (the "Cash Payment") from Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), an affiliate of
the General Partner, for distribution to limited partners.
Pursuant to an amendment to Registrant's Partnership Agreement
dated March 24, 1997 (the "Amendment"), the Cash Payment is
distributable solely to limited partners. On April 2, 1997,
Registrant distributed all the proceeds of the Cash Payment, or
$211.08 per Unit, to limited partners of record as of March 24,
1997. The $23,671,989 Cash Payment has been treated in the
accompanying financial statements as a capital contribution by
the General Partner and simultaneously as a transfer to the
limited partners' capital, and is reflected as a distribution
payable from such limited partners' capital, as referenced above.
Also, pursuant to the Amendment, Registrant's obligation to pay a
Partnership Management Fee and a Property Management Fee for 1996
and subsequent periods has been terminated. However, during 1996
and the first three months of 1997, the General Partner continued
to provide services on behalf of Registrant. In accordance with
the Amendment, Registrant has no obligation to pay for these
services and will not pay for these services. However, in
accordance with generally accepted accounting principles, for
financial reporting purposes, an amount equal to these services
for the first three months of 1997 of $503,771 has been treated
in the accompanying statement of operations as an expense with a
corresponding increase in General Partner's capital. Similarly,
an amount representing these services for 1996 of $2,144,597 has
been treated as an increase in General Partner's capital and a
reduction of management fee payable. Simultaneously, a transfer
was made to the limited partners' capital in an amount of
$2,621,884, which represents the limited partners' share (99%) of
the capital contribution of such services. The foregoing expense
and capital transfer have no effect on the capital of the limited
partners or the General Partner.
In addition, in 1997, Merrill Lynch paid for certain expenses of
$73,000 on behalf of Registrant which were incurred by Registrant
in 1996. In accordance with generally accepted accounting
principles, for financial reporting purposes, such amount was
treated in the 1996 statement of operations as an expense of
Registrant and, when payment was made in 1997, as an increase in
General Partner's capital. Simultaneously with the payment, a
transfer was made to the limited partners' capital in an amount
of $72,270, which represents the limited partners' share (99%) of
the amount of such expenses. The foregoing capital transactions
increase capital of the General Partner and the limited partners
in an amount corresponding to the decreases to capital recorded
for such expenses in 1996. Thus, there is no effect on the
General Partner or the limited partners' capital.
Registrant has no contractual commitment to advance funds to any
of its investments, other than its obligations relating to its
former investments in International Media Publishing L.P.,
International Media Publishing Inc. and Intelidata Limited,
Paradigm Entertainment, L.P. and the Windsor Systems, which in
the aggregate is approximately $1.4 million.
The information set forth in Part I Item 1, Financial Statements
Note 3, Media Investments, appearing on pages 11 through 13
hereof is hereby incorporated herein by reference and made a part
hereof.
Following the TCS sale, the one media asset (MVT) remaining in
Registrant and certain escrows and contingent liabilities
remaining from previously sold media investments must be
resolved. Registrant is working to sell or otherwise dispose of
MVT and to resolve these escrows and contingent liabilities by
the end of 1997. However, there can be no assurances that such
steps will be completed within this time frame.
Results of Operations.
1997 vs. 1996.
Registrant generated a net loss of approximately $477,000 in the
first three months of 1997, which was comprised of services
provided by the General Partner of approximately $504,000,
general and administrative expenses of approximately $5,000,
partially offset by interest income of approximately $32,000.
Registrant generated net loss of approximately $7,000 in the
first three months of 1996, which was comprised of general and
administrative expenses of approximately $14,000, partially
offset by interest income of approximately $7,000.
The increase in net loss of approximately $470,000 from the 1996
period is primarily attributable to an increase in services
provided by the General Partner recorded during the 1997 period.
However, management fees for services provided by the General
Partner for the first three months ended March 31, 1996, were
charged to operations later in 1996.
Pursuant to the Amendment, Registrant's obligation to pay
management fees for 1996 and subsequent periods has been
terminated. However, during 1996 and subsequent periods, the
General Partner will provide services on behalf of Registrant.
In accordance with the Amendment, Registrant has no obligation to
pay for these services and will not pay for such services.
However, in accordance with generally accepted accounting
principles, for financial reporting purposes, an amount equal to
these services are treated as an expense with a corresponding
increase in General Partner's capital. The foregoing expense and
capital transfer have no effect on the capital of the limited
partners or the General Partner.
PART II - OTHER INFORMATION.
Item 3. Defaults Upon Senior Securities.
Item 6. Exhibits and Reports on Form 8-K.
A). Exhibits:
Exhibit # Description
3.1 Amendment No. 1 to Amended and
Restated Agreement of Limited
Partnership, incorporated by reference
to Exhibit 3.3 to Registrant's
Form 10-K for the year ended
December 31, 1996 (File No. 0-16690)
27. Financial Data Schedule
B).Reports on Form 8-K
On April 30, 1997, Registrant filed with the
Securities and Exchange Commission a Current Report
on Form 8-K dated April 15, 1997. This Current
Report contained details regarding TCS and TCS
Inc.'s completion of the sale to Nexstar
Broadcasting of the Midwest Inc. of all of the
outstanding shares in their jointly wholly owned
subsidiary, Fabri Development Corporation.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the 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: May 15, 1997 /s/ I. Martin Pompadur
I. Martin Pompadur
Director and President
(principal executive officer
of the Registrant)
Dated: May 15, 1997 /s/ Elizabeth McNey Yates
Elizabeth McNey Yates
Executive Vice President
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the 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: May 15, 1997 /s/ Kevin K. Albert
Kevin K. Albert
Director and President
Dated: May 15, 1997 /s/ Robert F. Aufenanger
Robert F. Aufenanger
Director and Executive Vice President
Dated: May 15, 1997 /s/ Diane T. Herte
Diane T. Herte
Treasurer
(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 quarter ended March 31,
1997 Form 10-Q Consolidated Balance Sheets and
Consolidated Statements of Operations as of March 31,
1997, and is qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000
<S> <C>
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