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
June 30, 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 June 30, 1998
(Unaudited) and December 31, 1997 (Unaudited)
Consolidated Statements of Operations for the
three and six months ended June 30, 1998
(Unaudited) and June 30, 1997 (Unaudited)
Consolidated Statements of Cash Flows for the
six months ended June 30, 1998 (Unaudited) and
June 30, 1997 (Unaudited)
Consolidated Statement of Changes in Partners'
Capital for the six months ended June 30, 1998
(Unaudited)
Notes to Consolidated Financial Statements for
the six months ended June 30, 1998 (Unaudited)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1998 (UNAUDITED) AND
DECEMBER 31, 1997 (UNAUDITED)
June 30, December 31,
Notes 1998 1997
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $13,195,859 $13,324,291
Interest and other
receivables 23,585 36,836
TOTAL ASSETS $13,219,444 $13,361,127
LIABILITIES AND PARTNERS'
CAPITAL:
Liabilities:
Accounts payable and accrued
liabilities $ 6,273,549 $ 6,396,354
Total Liabilities 6,273,549 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 JUNE 30, 1998 (UNAUDITED)
AND DECEMBER 31, 1997 (UNAUDITED)
(continued)
June 30, 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
28,666,163 27,759,183
Transfer from General Partner to
Limited partners (28,616,221) (27,718,311)
Cumulative cash distributions (362,496) (362,496)
Cumulative loss (616,923) (607,664)
89,951 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 28,616,221 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 (61,075,443) (60,158,844)
6,855,944 6,874,633
Total Partners' Capital 6,945,895 6,964,773
TOTAL LIABILITIES AND PARTNERS'
CAPITAL $ 13,219,444 $ 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 AND SIX MONTHS ENDED
JUNE 30, 1998 (UNAUDITED)
AND JUNE 30, 1997 (UNAUDITED)
Three Months Six Months
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Interest income $ 83,856 $ 38,095 $ 166,537 $ 70,202
Partnership
Operating
Expenses:
Professional fees
and other 129,287 6,143 185,415 11,062
Services provided
by the General
Partner 453,490 464,901 906,980 968,672
582,777 471,044 1,092,395 979,734
Loss from
Partnership
operations (498,921) (432,949) (925,858) (909,532)
</TABLE>
(Continued on the following page.)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 1998 (UNAUDITED)
AND JUNE 30, 1997 (UNAUDITED)
(continued)
Three Months Six Months
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Discontinued
operations:
Income from
discontinued
Television and
Radio Station
Segment - 3,627,135 - 3,627,135
Income from
discontinued
operations - 3,627,135 - 3,627,135
NET (LOSS)/INCOME $(498,921) $3,194,186 $(925,858) $2,717,603
Per Unit of
Limited
Partnership
Interest:
Loss from
Partnership $ (4.40) $ (3.82) $ (8.17) $ (8.03)
operations
Income from
discontinued
Television and
Radio Station
Segment - 32.02 - 32.02
NET (LOSS)/INCOME $ (4.40) $ 28.20 $ (8.17) $ 23.99
Number of Units 112,147.1 112,147.1 112,147.1 112,147.1
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 1998(UNAUDITED)
AND JUNE 30, 1997(UNAUDITED)
June 30, June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net (loss)/income $ (925,858) $2,717,603
Adjustments to reconcile net (loss)/
income to net cash (used in)/provided
by operating activities:
Services provided by the General
Partner 906,980 968,672
Income from discontinued
operations - (3,627,135)
Changes in operating assets and
liabilities:
Interest and other receivables 13,251 (5,130)
Accounts payable and accrued
liabilities (122,805) 53,059
Net cash (used in)/provided by
operating activities (128,432) 107,069
(Continued on the following page.)
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS
ENDED JUNE 30, 1998 (UNAUDITED)
AND JUNE 30, 1997 (UNAUDITED)
(continued)
June 30, June 30,
1998 1997
<S> <C> <C>
Cash flows from investing
activities:
Proceeds from disposition of
discontinued operations - 3,627,135
Net cash provided by investing
activities - 3,627,135
Cash flows from financing activities:
Additional capital contributions - 23,744,989
Cash distribution - (23,671,989)
Net cash provided by financing
activities - 73,000
Net (decrease)/increase in cash and
cash equivalents (128,432) 3,807,204
Cash and cash equivalents at
beginning of year 13,324,291 2,383,444
Cash and cash equivalents at end
of period $ 13,195,859 $ 6,190,648
Cash paid for interest by TCS $ - $ 2,290,177
</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 SIX MONTHS ENDED JUNE 30, 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 (9,259) (916,599) (925,858)
Additional capital
contributions 906,980 - 906,980
Transfer from General
Partner to Limited
partners (897,910) 897,910 -
Partners' Capital as
of June 30, 1998 $ 89,951 $ 6,855,944 $ 6,945,895
See Notes to Consolidated Financial Statements (Unaudited).
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 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 June 30, 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 six months ended June 30, 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 June 30, 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 $5.8
million. This amount is recorded as a liability in the financial
statements of the Partnership. The Partnership currently
anticipates that these obligations will be resolved by the end of
1998.
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, amounts equal to these services for
the three and six months ended June 30, 1998 of $453,490 and
$906,980, respectively, and for the three and six months ended
June 30, 1997 of $464,901 and $968,672, respectively, have 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.
On April 15, 1997, TCS Television Partners, L.P. ("TCS") and TCS
Television Inc. ("TCS Inc.") (jointly, the "Sellers"), completed
the sale to Nexstar Broadcasting Group, L.L.C., ("Nexstar") of
all of the outstanding capital stock of Fabri Development
Corporation ("Fabri"). Fabri, a 100% owned corporate subsidiary
of TCS Inc., owned two television stations, WTWO-TV in Terre
Haute, Indiana and KQTV in St. Joseph, Missouri. Before the
consummation of the sale, Nexstar assigned its rights under the
Stock Purchase Agreement (the "Stock Purchase Agreement") to
Nexstar Broadcasting of the Midwest Inc. The base purchase price
for the outstanding shares of Fabri was $31,323,922 after a
working capital adjustment. 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 received from the sale 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. During 1997 and early 1998, $1,750,000
plus accrued interest of approximately $63,000 was returned to
TCS from escrows related to the sale of Fabri. The Partnership
recorded income of $3,627,135 during the six months ended June
30, 1997 related to the sale of TCS.
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. Defendants have moved to dismiss the complaint and each
claim for relief therein; the court has not yet ruled on the
motion. 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 and six months ended June 30, 1998,
the Partnership incurred approximately $115,000 and $165,000,
respectively, for legal costs relating to such indemnification.
Such cumulative costs amount to approximately $325,000 through
June 30, 1998.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Summary of Investment Status
As of June 30, 1998 Registrant had $13,195,859 in cash and cash
equivalents.
As of June 30, 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 $5.8 million.
This amount is recorded as a liability in the financial
statements of Registrant. Registrant currently anticipates that
these obligations will be resolved by the end of 1998.
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, amounts equal to these services for the three
and six months ended June 30, 1998 of $453,490 and $906,980,
respectively, have 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. Defendants have moved to dismiss the complaint and each
claim for relief therein; the court has not yet ruled on the
motion. 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 and six months ended June 30, 1998,
Registrant incurred approximately $115,000 and $165,000,
respectively, for legal costs relating to such indemnification.
Such cumulative costs amount to approximately $325,000 through
June 30, 1998.
Forward Looking Information
In addition to historical information contained or incorporated
by reference in this report on Form 10-Q, Registrant may make or
publish forward-looking statements about management expectations,
strategic objectives, business prospects, anticipated financial
performance, and other similar matters. In order to comply with
the terms of the safe harbor for such statements provided by the
Private Securities Litigation Reform Act of 1995, Registrant
notes that a variety of factors, many of which are beyond its
control, affect its operations, performance, business strategy,
and results and could cause actual results and experience to
differ materially from the expectations expressed in these
statements. These factors include, but are not limited to, the
effect of changing economic and market conditions, trends in
business and finance and in investor sentiment, the level of
volatility of interest rates, the actions undertaken by both
current and potential new competitors, the impact of current,
pending, and future legislation and regulation both in the United
States and throughout the world, and the other risks and
uncertainties detailed in this Form 10-Q and is more fully
detailed in Form 10-K incorporated by reference herein.
Registrant undertakes no responsibility to update publicly or
revise any forward-looking statements
Results of Operations.
Three months ended June 30, 1998 and 1997.
Registrant generated a net loss of approximately $499,000 in the
three months ended June 30, 1998, which was comprised of services
provided by the General Partner of approximately $454,000, and
professional fees and other expenses of approximately $129,000,
partially offset by interest income of approximately $84,000.
Registrant generated net income of approximately $3.2 million
in the three months ended June 30, 1997, which was comprised of
income from discontinued operations of approximately $3.6 million
and interest income of approximately $38,000, partially offset by
services provided by the General Partner of approximately
$465,000, and professional fees and other expenses of
approximately $6,000.
The decrease in net income of approximately $3.7 million from the
1997 period is primarily attributable to income from discontinued
operations recognized in 1997 due to the sale of the TCS
television stations.
Six months ended June 30, 1998 and 1997.
Registrant generated a net loss of approximately $926,000 in the
first six months of 1998, which was comprised of services
provided by the General Partner of approximately $907,000 and
professional fees and other expenses of approximately $186,000,
partially offset by interest income of approximately $167,000.
Registrant generated net income of approximately $2.7 million in
the first six months of 1997, which was comprised of income from
discontinued operations of approximately $3.6 million and
interest income of approximately $70,000, partially offset by
services provided by the General Partner of approximately
$969,000 and professional fees and other expenses of
approximately $11,000.
The decrease in net income of approximately $3.6 million from the
1997 period is primarily attributable to income from discontinued
operations incurred in 1997 due to the sale of the TCS television
stations.
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 loss for the six months
ended June 30 1998, excluding services provided by the General
Partner, would be approximately $19,000.
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.
Defendants have moved to dismiss the complaint and each
claim for relief therein; the court has not yet ruled
on the motion. 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 and six months ended June 30, 1998, Registrant
incurred approximately $115,000 and $165,000,
respectively, for legal costs relating to such
indemnification. Such cumulative costs amount to
approximately $325,000 through June 30, 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: August 14, 1998 /s/ I. Martin Pompadur
I. Martin Pompadur
Director and President
(principal executive officer
of the Registrant)
Dated: August 14, 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: August 14, 1998 /s/ Kevin K. Albert
Kevin K. Albert
Director and President
Dated: August 14, 1998 /s/ Robert F. Aufenanger
Robert F. Aufenanger
Director and Executive Vice President
Dated: August 14, 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 June 30,
1998 Form 10-Q Consolidated Balance Sheets and
Consolidated Statements of Operations as of June 30,
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> JUN-30-1998
<CASH> 13,196
<SECURITIES> 0
<RECEIVABLES> 24
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,220
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,220
<CURRENT-LIABILITIES> 6,274
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,220
<SALES> 0
<TOTAL-REVENUES> 167
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,092
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (925)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (925)
<EPS-PRIMARY> (8.17)
<EPS-DILUTED> 0
</TABLE>
