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, 1998
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, 1998
(Unaudited) and December 31, 1997 (Unaudited)
Consolidated Statements of Operations for the
three months ended March 31, 1998 (Unaudited)
and March 31, 1997 (Unaudited)
Consolidated Statements of Cash Flows for the
three months ended March 31, 1998 (Unaudited)
and March 31, 1997 (Unaudited)
Consolidated Statement of Changes in Partners'
Capital for the three months ended March 31,
1998 (Unaudited)
Notes to Consolidated Financial Statements for
the three months ended March 31, 1998
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1998 (UNAUDITED) AND
DECEMBER 31, 1997 (UNAUDITED)
March 31, December 31,
Notes 1998 1997
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $13,290,970 $13,324,291
Interest and other
receivables 18,457 36,836
TOTAL ASSETS $13,309,427 $13,361,127
LIABILITIES AND PARTNERS'
CAPITAL:
Liabilities:
Accounts payable and accrued
liabilities $ 6,318,101 $ 6,396,354
Total Liabilities 6,318,101 6,396,354
Commitments and Contingencies
2,3
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1998 (UNAUDITED)
AND DECEMBER 31, 1997 (UNAUDITED)
(continued)
March 31, December 31,
1998 1997
<S> <C> <C>
Partners' Capital:
General Partner:
Capital contributions, net of
offering expenses 1,019,428 1,019,428
Additional capital contributions
28,212,673 27,759,183
Transfer from General Partner to
Limited partners (28,167,266) (27,718,311)
Cumulative cash distributions (362,496) (362,496)
Cumulative loss (611,933) (607,664)
90,406 90,140
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 28,167,266 27,718,311
Tax allowance cash distribution (2,040,121) (2,040,121)
Other cumulative cash
distributions (59,559,029) (59,559,029)
Cumulative loss (60,581,512) (60,158,844)
6,900,920 6,874,633
Total Partners' Capital 6,991,326 6,964,773
TOTAL LIABILITIES AND PARTNERS'
CAPITAL $ 13,309,427 $ 13,361,127
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, 1998 (UNAUDITED)
AND MARCH 31, 1997 (UNAUDITED)
1998 1997
<S> <C> <C>
Interest income $ 82,681 $ 32,107
Partnership Operating Expenses:
General and administrative 56,128 4,919
Services provided by the General
Partner 453,490 503,771
509,618 508,690
NET LOSS $ (426,937) $ (476,583)
Per Unit of Limited Partnership
Interest:
NET LOSS $ (3.77) $ (4.21)
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, 1998 (UNAUDITED)
AND MARCH 31, 1997 (UNAUDITED)
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (426,937 $ (476,583)
)
Adjustments to reconcile net loss
to net cash (used in)/provided by
operating activities:
Services provided by the General
Partner 453,490 503,771
Changes in operating assets and
liabilities:
Interest and other receivables 18,379 (11,453)
Accounts payable and accrued
liabilities (78,253) 12,950
Net cash (used in)/provided by
operating activities (33,321) 28,685
Cash flows from financing activities:
Additional capital contributions - 23,744,989
Net cash provided by financing
activities - 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, 1998 (UNAUDITED)
AND MARCH 31, 1997 (UNAUDITED)
(continued)
1998 1997
<S> <C> <C>
Net (decrease)/increase in cash and
cash equivalents (33,321) 23,773,674
Cash and cash equivalents at
beginning of year 13,324,291 2,383,444
Cash and cash equivalents at end
of period $ 13,290,97 $ 26,157,118
0
Cash paid for interest by TCS $ - $ 288,081
</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
FOR THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)
General Limited
Partner Partners Total
<S> <C> <C> <C>
Partners' Capital as
of January 1, 1998 $ 90,140 $ 6,874,633 $ 6,964,773
Net loss (4,269) (422,668) (426,937)
Additional capital
contributions 453,490 - 453,490
Transfer from General
Partner to Limited
partners (448,955) 448,955 -
Partners' Capital as
of March 31, 1998 $ 90,406 $ 6,900,920 $ 6,991,326
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, 1998 (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
("Unit"). 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. ("RPOM"), a limited partnership under Delaware law, and ML
Opportunity Management Inc. ("MLOM"), 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
initial capital contribution amounted to $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 September 22, 1997, with the
closing of the sale of MV Technology Limited, the Partnership
disposed of its last Media Business (as defined in the
Partnership Agreement).
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, 1998 and the results
of operations, cash flows and partners' capital of the
Partnership for the interim periods presented. All adjustments
are of a normal recurring nature. The results of operations for
the three months ended March 31, 1998, are not necessarily
indicative of the results of operations for the entire year.
Additional information, including the audited year end 1997
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, 1997 on file with the Securities
and Exchange Commission.
2. LIQUIDITY AND SUMMARY OF INVESTMENT STATUS
As of March 31, 1998, the Partnership retains an obligation to
advance funds relating to its former investments in International
Media Publishing, L.P., International Media Publishing Inc.,
Intelidata Limited, Paradigm Entertainment, L.P., the Windsor
Systems and TCS, which in the aggregate equals approximately $5.9
million. This amount is recorded as a liability in the financial
statements of the Partnership. The Partnership is working to
resolve these obligations as soon as practicable.
The General Partner currently anticipates that the pendency of
certain litigation, as described below, the related claims
against the Partnership for indemnification, other costs and
expenses related to such litigation, and the involvement of
management, will adversely affect (a) the timing of the
termination of the Partnership, (b) the amount of proceeds which
may be available for distribution, and (c) the timing of the
distribution to the limited partners of any net proceeds that
remain after resolving contingent liabilities and the litigation.
On March 27, 1997, the Partnership 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 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 Cash
Payment was treated in the financial statements as a capital
contribution by the General Partner and a simultaneous transfer
to limited partners' capital.
Pursuant to an amendment to the Partnership Agreement dated March
24, 1997 (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. Therefore, although
the General Partner continues to provide services on behalf of
the Partnership, the Partnership did not pay for these services
and will not pay for such services in the future. However, in
accordance with generally accepted accounting principles, for
financial reporting purposes, an amount equal to these services
for the first quarter of 1998 and 1997 of $453,490 and $503,771,
respectively, has been treated in the accompanying statements of
operations as an expense with a corresponding increase in General
Partner's capital due to the capital contribution for services
provided by the General Partner. In conjunction with the General
Partner's capital increase, a transfer was made to the limited
partners' capital of 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.
3. CONTINGENCIES
On August 29, 1997, a purported class action was commenced in New
York Supreme Court, New York County, on behalf of the limited
partners of the Partnership, against the Partnership, the General
Partner, the General Partner's two partners, MLOM and RPOM,
Merrill Lynch & Co., Inc. and Merrill Lynch. The action concerns
the Partnership's payment of certain management fees and expenses
to the General Partner and the payment of certain purported fees
to an affiliate of RPOM.
Specifically, the plaintiffs allege breach of the Partnership
Agreement, breach of fiduciary duties and unjust enrichment by
the General Partner in that the General Partner allegedly: (1)
improperly failed to return to plaintiffs and the alleged class
members certain uninvested capital contributions in the amount of
$18.5 million (less certain reserves), (2) improperly paid itself
management fees in the amount of $18.3 million, and (3)
improperly paid MultiVision Cable TV Corp., an affiliate of RPOM,
supposedly duplicative management fees in an amount in excess of
$6 million. In addition, plaintiffs assert a claim for quantum
meruit, seeking credit for, and counsel fees based on, the
benefit supposedly received by the limited partners as a result
of a voluntary payment made by Merrill Lynch to the Partnership
in March 1997 in the amount of approximately $23 million,
representing management fees, certain expenses, and interest paid
by the Partnership to the General Partner since 1990.
With respect to Merrill Lynch & Co., Inc. Merrill Lynch, MLOM and
RPOM, plaintiffs claim that these defendants aided and abetted
the General Partner in the alleged breach of the Partnership
Agreement and in the alleged breach of the General Partner's
fiduciary duties. Plaintiffs seek, among other things, an
injunction barring defendants from paying themselves management
fees or expenses not expressly authorized by the Partnership
Agreement, an accounting, disgorgement of the alleged improperly
paid fees and expenses, return of uninvested capital
contributions, counsel fees, and compensatory and punitive
damages. On December 12, 1997, defendants served a motion to
dismiss the complaint and each claim for relief therein. The
parties' briefing of the motion has not yet been completed.
Defendants believe that they have good and meritorious defenses
to the action, and vigorously deny any wrongdoing with respect to
the alleged claims.
The Partnership Agreement provides for indemnification, to the
fullest extent provided by law, for any person or entity named as
a party to any threatened, pending or completed lawsuit by reason
of any alleged act or omission arising out of such person's
activities as a General Partner or as an officer, director or
affiliate of either RPOM, MLOM or the General Partner, subject to
specified conditions. In connection with the purported class
action noted above, the Partnership has received notices of
requests for indemnification from the following defendants: the
General Partner, MLOM, RPOM, Merrill Lynch & Co., Inc., and
Merrill Lynch. For the three months ended March 31, 1998, the
Partnership accrued approximately $51,000 for legal costs
relating to such indemnification. Such costs amount to
approximately $210,000 as of March 31, 1998.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Summary of Investment Status
As of March 31, 1998 Registrant had $13,290,970 in cash and cash
equivalents.
As of March 31, 1998, Registrant retains an obligation to advance
funds relating to its former investments in International Media
Publishing, L.P., International Media Publishing Inc., Intelidata
Limited, Paradigm Entertainment, L.P., the Windsor Systems and
TCS, which in the aggregate equals approximately $5.9 million.
This amount is recorded as a liability in the financial
statements of Registrant. Registrant is working to resolve these
obligations as soon as practicable.
Registrant's ongoing cash needs will be to fund its existing
obligations and required working capital as well as providing for
costs and expenses related to the purported class action lawsuit
described below.
The General Partner currently anticipates that the pendency of
certain litigation, as described below, the related claims
against Registrant for indemnification, other costs and expenses
related to such litigation, and the involvement of management,
will adversely affect (a) the timing of the termination of
Registrant, (b) the amount of proceeds which may be available for
distribution, and (c) the timing of the distribution to the
limited partners of any net proceeds that remain after resolving
contingent liabilities and the litigation.
Pursuant to an amendment to the Partnership Agreement dated March
24, 1997 (the "Amendment") Registrant's obligation to pay a
Partnership Management Fee and a Property Management Fee for 1996
and subsequent periods has been terminated. Therefore, although
the General Partner continues to provide services on behalf of
Registrant, Registrant did not pay for these services and will
not pay for such services in the future. However, in accordance
with generally accepted accounting principles, for financial
reporting purposes, an amount equal to these services for the
first quarter of 1998 of $453,490 has been treated in the
accompanying statement of operations as an expense with a
corresponding increase in General Partner's capital due to the
capital contribution for services provided by the General
Partner. In conjunction with the General Partner's capital
increase, a transfer was made to the limited partners' capital of
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.
On August 29, 1997, a purported class action was commenced in New
York Supreme Court, New York County, on behalf of the limited
partners of Registrant, against Registrant, Registrant's general
partner, Media Opportunity Management Partners (the "General
Partner"), the General Partner's two partners, ML Opportunity
Management Inc. ("MLOM") and RP Opportunity Management, L.P.
("RPOM"), Merrill Lynch & Co., Inc. and Merrill Lynch. The
action concerns Registrant's payment of certain management fees
and expenses to the General Partner and the payment of certain
purported fees to an affiliate of RPOM.
Specifically, the plaintiffs allege breach of the Partnership
Agreement, breach of fiduciary duties and unjust enrichment by
the General Partner in that the General Partner allegedly: (1)
improperly failed to return to plaintiffs and the alleged class
members certain uninvested capital contributions in the amount of
$18.5 million (less certain reserves), (2) improperly paid itself
management fees in the amount of $18.3 million, and (3)
improperly paid MultiVision Cable TV Corp., an affiliate of RPOM,
supposedly duplicative management fees in an amount in excess of
$6 million. In addition, plaintiffs assert a claim for quantum
meruit, seeking credit for, and counsel fees based on, the
benefit supposedly received by the limited partners as a result
of a voluntary payment made by Merrill Lynch to Registrant in
March 1997 in the amount of approximately $23 million,
representing management fees, certain expenses, and interest paid
by Registrant to the General Partner since 1990.
With respect to Merrill Lynch & Co., Inc. Merrill Lynch, MLOM and
RPOM, plaintiffs claim that these defendants aided and abetted
the General Partner in the alleged breach of the Partnership
Agreement and in the alleged breach of the General Partner's
fiduciary duties. Plaintiffs seek, among other things, an
injunction barring defendants from paying themselves management
fees or expenses not expressly authorized by the Partnership
Agreement, an accounting, disgorgement of the alleged improperly
paid fees and expenses, return of uninvested capital
contributions, counsel fees, and compensatory and punitive
damages. On December 12, 1997, defendants served a motion to
dismiss the complaint and each claim for relief therein. The
parties' briefing of the motion has not yet been completed.
Defendants believe that they have good and meritorious defenses
to the action, and vigorously deny any wrongdoing with respect to
the alleged claims.
The Partnership Agreement provides for indemnification, to the
fullest extent provided by law, for any person or entity named as
a party to any threatened, pending or completed lawsuit by reason
of any alleged act or omission arising out of such person's
activities as a General Partner or as an officer, director or
affiliate of either RPOM, MLOM or the General Partner, subject to
specified conditions. In connection with the purported class
action noted above, Registrant has received notices of requests
for indemnification from the following defendants: the General
Partner, MLOM, RPOM, Merrill Lynch & Co., Inc., and Merrill
Lynch. For the three months ended March 31, 1998, Registrant
accrued approximately $51,000 for legal costs relating to such
indemnification. Such costs amount to approximately $210,000 as
of March 31, 1998.
Results of Operations.
1998 vs. 1997.
Registrant generated a net loss of approximately $427,000 in the
first three months of 1998, which was comprised of services
provided by the General Partner of approximately $454,000,
general and administrative expenses of approximately $56,000,
partially offset by interest income of approximately $83,000.
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.
The decrease in net loss of approximately $50,000 from the 1997
period is primarily attributable to an increase in interest
income due to higher cash balances in 1998 and a decrease in
services provided by the General Partner due to a decrease in the
number of properties managed, partially offset by an increase in
legal fees related to the class action lawsuit.
Pursuant to the Amendment, Registrant's obligation to pay
management fees for 1996 and subsequent periods has been
terminated. However, the General Partner continues to provide
services on behalf of Registrant. In accordance with the
Amendment, Registrant did not pay for these services and will not
pay for such services in the future. However, in accordance with
generally accepted accounting principles, for financial reporting
purposes, an amount equal to these services is 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. Therefore, Registrant's net income, excluding services
provided by the General Partner, was approximately $27,000.
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
On August 29, 1997, a purported class action was
commenced in New York Supreme Court, New York County,
on behalf of the limited partners of Registrant,
against Registrant, Registrant's general partner, Media
Opportunity Management Partners (the "General
Partner"), the General Partner's two partners, ML
Opportunity Management Inc. ("MLOM") and RP Opportunity
Management, L.P. ("RPOM"), Merrill Lynch & Co., Inc.
and Merrill Lynch. The action concerns Registrant's
payment of certain management fees and expenses to the
General Partner and the payment of certain purported
fees to an affiliate of RPOM.
Specifically, the plaintiffs allege breach of the
Partnership Agreement, breach of fiduciary duties and
unjust enrichment by the General Partner in that the
General Partner allegedly: (1) improperly failed to
return to plaintiffs and the alleged class members
certain uninvested capital contributions in the amount
of $18.5 million (less certain reserves), (2)
improperly paid itself management fees in the amount of
$18.3 million, and (3) improperly paid MultiVision
Cable TV Corp., an affiliate of RPOM, supposedly
duplicative management fees in an amount in excess of
$6 million. In addition, plaintiffs assert a claim for
quantum meruit, seeking credit for, and counsel fees
based on, the benefit supposedly received by the
limited partners as a result of a voluntary payment
made by Merrill Lynch to Registrant in March 1997 in
the amount of approximately $23 million, representing
management fees, certain expenses, and interest paid by
the Partnership to the General Partner since 1990.
With respect to Merrill Lynch & Co., Inc. Merrill
Lynch, MLOM and RPOM, plaintiffs claim that these
defendants aided and abetted the General Partner in the
alleged breach of the Partnership Agreement and in the
alleged breach of the General Partner's fiduciary
duties. Plaintiffs seek, among other things, an
injunction barring defendants from paying themselves
management fees or expenses not expressly authorized by
the Partnership Agreement, an accounting, disgorgement
of the alleged improperly paid fees and expenses,
return of uninvested capital contributions, counsel
fees, and compensatory and punitive damages. On
December 12, 1997, defendants served a motion to
dismiss the complaint and each claim for relief
therein. The parties' briefing of the motion has not
yet been completed. Defendants believe that they have
good and meritorious defenses to the action, and
vigorously deny any wrongdoing with respect to the
alleged claims.
The Partnership Agreement provides for indemnification,
to the fullest extent provided by law, for any person
or entity named as a party to any threatened, pending
or completed lawsuit by reason of any alleged act or
omission arising out of such person's activities as a
General Partner or as an officer, director or affiliate
of either RPOM, MLOM or the General Partner, subject to
specified conditions. In connection with the purported
class action noted above, Registrant has received
notices of requests for indemnification from the
following defendants: the General Partner, MLOM, RPOM,
Merrill Lynch & Co., Inc., and Merrill Lynch. For the
three months ended March 31, 1998, Registrant accrued
approximately $51,000 for legal costs relating to such
indemnification. Such costs amount to approximately
$210,000 as of March 31, 1998.
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
A). Exhibits:
Exhibit # Description
27. Financial Data Schedule
B).Reports on Form 8-K
None
<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: RP Opportunity Management, L.P.
General Partner
By: IMP Opportunity Management Inc.
Dated: May 15, 1998 /s/ I. Martin Pompadur
I. Martin Pompadur
Director and President
(principal executive officer
of the Registrant)
Dated: May 15, 1998 /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, 1998 /s/ Kevin K. Albert
Kevin K. Albert
Director and President
Dated: May 15, 1998 /s/ Robert F. Aufenanger
Robert F. Aufenanger
Director and Executive Vice President
Dated: May 15, 1998 /s/ Diane T. Herte
Diane T. Herte
Treasurer
(principal accounting officer and
principal financial officer
of the Registrant)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the quarter ended March 31,
1998 Form 10-Q Consolidated Balance Sheets and
Consolidated Statements of Operations as of March 31,
1998, and is qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 13,291
<SECURITIES> 0
<RECEIVABLES> 18
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,309
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,309
<CURRENT-LIABILITIES> 6,318
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,309
<SALES> 0
<TOTAL-REVENUES> 83
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 510
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (427)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (427)
<EPS-PRIMARY> (3.77)
<EPS-DILUTED> 0
</TABLE>
