ML MEDIA OPPORTUNITY PARTNERS L P ET AL, 10-K, 2000-03-30

ML MEDIA OPPORTUNITY PARTNERS L P ET AL
10-K, 2000-03-30
CABLE & OTHER PAY TELEVISION SERVICES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended

December 31, 1999

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

Securities registered pursuant to Section 12(b) of the Act:

None

(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
<PAGE>

Part I.

Item l. Business.

Formation

ML Media Opportunity Partners, L.P. (the "Partnership" or "Registrant"), a
Delaware limited partnership, was organized on June 23, 1987. Media Opportunity
Management Partners, a New York general partnership (the "General Partner"), is
Registrant's sole general partner. The General Partner is a joint venture,
organized as a general partnership under New York law, between RP Opportunity
Management, L.P. ("RPOM") and ML Opportunity Management Inc., ("MLOM"). MLOM is
a Delaware corporation and an indirect wholly-owned subsidiary of Merrill Lynch
& Co., Inc. and an affiliate of Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"). RPOM is organized as a limited partnership under
Delaware law, the general partners of which are EHR Opportunity Management,
Inc., and IMP Opportunity Management, Inc. As a result of the death of Elton H.
Rule, the owner of EHR Opportunity Management, Inc., the general partner
interest of EHR Opportunity Management, Inc. may either be acquired by IMP
Opportunity Management Inc. or its designee. The General Partner was formed for
the purpose of acting as general partner of Registrant.

Registrant was formed to acquire, finance, hold, develop, improve,
maintain, operate, lease, sell, exchange, dispose of and otherwise invest in and
deal with media businesses and direct and indirect interests therein.

Registrant received initial capitalization of $4,000 and $100 from the
General Partner and initial limited partners, respectively. On January 14, 1988,
Registrant commenced the offering through Merrill Lynch of up to 120,000 units
of limited partnership interest ("Units") at $1,000 per Unit. On March 23, 1988
and April 27, 1988, Registrant had its first and second closings on the sale of
99,131 and 13,016 Units, respectively, thereby admitting additional limited
partners to Registrant. As of December 31, 1999, total limited partners' and
General Partner's initial capital contributions were $112,147,100 and
$1,132,800, respectively.

Media Businesses

Registrant has completed the sale or disposition of all its Media
Businesses ("Media Businesses") as defined in the Amended and Restated Agreement
of Limited Partnership (the "Partnership Agreement") as follows:

o As of July 1, 1993, Registrant entered into three transactions to sell
the business of International Media Publishing, L.P.
("IMPLP")/International Media Publishing, Inc. ("IMPI") and Intelidata
Limited ("Intelidata"). On August 27, 1997, Registrant received the final
deferred sale payment arising from the July 1, 1993 sale of its interest in
IMPLP and Intelidata;

o On September 30, 1993, Maryland Cable (as defined below) consummated the
sale of cable television systems owned and operated in Leesburg, Virginia;

o On May 18, 1994, Registrant completed the sale of the assets of its cable
television systems in North Carolina (the "Windsor Systems");

o Effective September 30, 1994, Registrant disposed of the business and
assets of its cable television systems in Maryland ("Maryland Cable");

o On February 21, 1995, Registrant completed the sale of its radio station
in Virginia ("WMXN-FM");

o On September 15, 1995, TCS Television Inc. ("TCS Inc.") completed the
sale of all of the outstanding capital stock of Avant Development
Corporation the corporation which owned television station WRBL-TV
("Avant");

o On May 29, 1996, Registrant sold all of its shares of Western Wireless
Corporation ("WWC") in an initial public offering of shares of common stock
of WWC;

o On May 31, 1996, Registrant completed the sale of films and other
projects developed by Paradigm Entertainment, L.P. ("Paradigm"), a
California based company and a participating interest in Bob Banner
Associates Development ("BBAD");

o On April 15, 1997, TCS Television Partners, L.P. ("TCS") and TCS Inc.
sold all of the outstanding stock of Fabri Development Corporation
("Fabri"); and

o On September 22, 1997, Registrant completed the sale of its interest in
MV Technology Limited ("MVT").

As of September 22, 1997, with the closing of the sale of MVT, Registrant
disposed of its last Media Business. As a result, as of September 22, 1998 (one
year following the disposition of its last Media Business), pursuant to the
Partnership Agreement, Registrant is in dissolution and its only remaining
activity is to wind up its affairs, which includes providing for or resolving
its remaining obligations and contingencies, and making a final cash
distribution, if any, to its partners. During 1999, the General Partner
continued to work to resolve Registrant's obligations and contingencies relating
to its former investments. As of December 31, 1999, these obligations and
contingencies amounted to approximately $1.7 million, in the aggregate, and are
recorded as a liability in the financial statements of Registrant. The General
Partner is working diligently to resolve these obligations and contingencies as
soon as practicable. However, as a result of outstanding litigation, Registrant
has experienced a delay in its liquidation (see Item 3).

Windsor Systems

On April 13, 1988, Registrant purchased all of the assets of the community
antenna television systems owned by Windsor Cablevision, Inc. serving four
communities in North Carolina. The purchase price of the Windsor Systems was
$4,287,500, of which $1,257,500 was paid for in cash and $3,030,000 was financed
by a seller note (the "Windsor Note").

On May 18, 1994, Registrant sold the assets of the Windsor Systems for
$3,443,200, subject to post-closing adjustments. At closing, Registrant repaid
the $2,050,058 of principal and interest then due under the Windsor Note, as
required by the terms of the Windsor Note. In addition, as required by the asset
purchase agreement, at closing, $342,160 (the "Escrowed Monies") was placed into
two separate escrow accounts to cover the potential costs of improving pole
attachments and other possible post-closing expenses. The remaining $1,050,982
in sales proceeds was applied or reserved to pay closing costs of the
transaction and certain pre-closing liabilities to third parties other than the
buyer. as of December 31, 1999, such obligations are reflected as liabilities in
the Consolidated Balance Sheet.

On August 29, 1996, approximately $190,000 was received by Registrant as
final settlement for post-closing adjustments related to the sale of the Windsor
Systems. As of September 30, 1996, Escrowed Monies of approximately $279,000
plus approximately $34,000 of interest was received by Registrant in full
settlement of the post-closing expense escrow. In addition, Escrowed Monies of
approximately $63,000 plus approximately $8,000 of interest was distributed to
the buyer in full settlement of the pole attachment escrow. As of December 31,
1996, no further amounts related to the Windsor Systems remain in escrow.

Registrant recognized a gain of $600,000 for financial reporting purposes
in 1994 on the sale of the Windsor Systems and a gain of approximately $469,000
in 1996 for settlement of escrows and post-closing adjustments.

TCS Television Partners, L.P.

On January 17, 1990, Registrant entered into a limited partnership
agreement with Riverdale Media Corporation ("Riverdale"), forming TCS. The
agreement was subsequently amended to include Commonwealth Capital Partners,
L.P. ("Commonwealth"),which is not affiliated with Registrant, as a limited
partner. Initially, Riverdale was the general partner of TCS, and owned 20.01%
of the entity. Registrant and Commonwealth were limited partners owning 41% and
38.99%, respectively. Riverdale contracted with ML Media Opportunity Consulting
Partners, a wholly-owned subsidiary of Registrant, to provide management
services for TCS.

On June 19, 1990, TCS completed its acquisition of three network affiliated
television stations; WRBL-TV, the CBS affiliate serving Columbus, Georgia;
WTWO-TV, the NBC affiliate serving Terre Haute, Indiana; and KQTV-TV, the ABC
affiliate serving St. Joseph, Missouri.

The purchase price of $49 million, a non-compete payment of $7 million, and
starting working capital and closing costs of approximately $5 million were
funded by the sale by TCS of senior notes totaling $35 million and subordinated
notes totaling $10 million, and by equity contributions of $16 million, of which
approximately $8.15 million was contributed by Registrant. Registrant's total
equity contribution and incurred costs were approximately $8.3 million as of
December 31, 1994 (including approximately $170,000 noted below). In addition,
Registrant had loaned TCS approximately $400,000 for working capital purposes
during 1991.

On December 14, 1992, Registrant concluded agreements to restructure the
debt and ownership arrangements of TCS. TCS had been unable to generate
sufficient funds from operations to meet fully its original obligations under
its note purchase agreements. TCS's senior debt was amended to reschedule
principal payments, and its subordinated lenders agreed to defer all scheduled
interest and principal payments through December 15, 1995. As payment for a
transaction fee, the senior lenders were issued additional notes, due May 31,
1997, in the amount of $350,000. All previous defaults under the senior and
subordinated debt were waived. The new debt arrangements were structured to
provide TCS with three years following the restructuring in which to improve
operating performance and avoid selling TCS in the then-illiquid transaction
market for broadcast television stations.

Concurrently, the equity partners in TCS agreed to seek regulatory approval
to alter the ownership structure of the company. On March 26, 1993, Registrant
was granted such approval by the Federal Communications Commission ("FCC"). As a
result, on March 26, 1993, Registrant and Commonwealth purchased the 20.01%
ownership interest held by Riverdale. On March 26, 1993, a wholly-owned
subsidiary of Registrant, TCS Management Corporation became the new sole general
partner of TCS and Registrant's total ownership interest in TCS increased from
41% to 51.005% (1% of which is the general partner interest). Registrant
utilized approximately $170,000 of its working capital reserve to acquire the
additional 10.005% interest.
<PAGE>
On September 15, 1995, TCS Inc. completed the sale to The Spartan
Radiocasting Company ("Spartan") of all of the outstanding capital stock of
Avant, a 100% owned corporate subsidiary of TCS Inc., which owns WRBL-TV, for a
net sales price of $22.7 million. From the proceeds of the sale, a reserve of
approximately $1.4 million was established to cover certain expenses and
liabilities relating to the sale and $1,250,000 was deposited into an indemnity
escrow account to secure TCS Inc.'s indemnification obligations to Spartan for
taxes and other liabilities. In addition, approximately $18.9 million was
applied to repay a portion of TCS' total indebtedness, which was secured by a
pledge of the shares of Fabri. Approximately $1.1 million was applied to closing
costs. Registrant recognized a gain, for financial reporting purposes, on the
sale of Avant of approximately $17.6 million, partially offset by a reserve for
estimated losses on such future sale of the remaining television stations of TCS
of approximately $9.9 million. During 1997 and 1998, $1 million plus accrued
interest of approximately $74,000 and $250,000 plus accrued interest of
approximately $54,000, respectively, were returned to TCS from the indemnity
escrow relating to the sale of Avant. In addition, during 1998, approximately
$176,000 of a final working capital adjustment relating to the sale of Avant was
received by TCS.

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 TCS' stations in accordance with a formula set forth in such
agreement.

On April 15, 1997, TCS and 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. 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 Registrant; and $2,604,601 and
$1,736,400 to pay Registrant and Commonwealth, respectively, their share of
certain accrued and unpaid consulting fees. During 1997 and early 1998,
$1,750,000 (the entire escrowed amount) plus accrued interest of approximately
$63,000 was returned to TCS from escrows related to the sale of Fabri.

In 1998, from the cumulative amount of proceeds from the sale of both Avant
and Fabri, including the released escrowed funds, TCS paid its lenders
approximately $1,280,000 and paid approximately $656,000 of accrued expenses. In
addition, TCS paid $1,929,707 and $1,286,472 to Registrant and Commonwealth,
respectively, representing their share of certain accrued and unpaid consulting
fees, and paid $748,292 each to Registrant and Commonwealth, representing their
share of the net proceeds. Registrant recorded income of $5,657, $1,135,371 and
$5,359,986 during 1999, 1998 and 1997, respectively, related to the sale of TCS.
Registrant still has an interest in the remaining net assets of TCS
(approximately $100,000), which is consolidated into the Registrant's financial
statements as of December 31, 1999.

Paradigm Entertainment

On June 15, 1989, Registrant entered into a limited partnership agreement
(the "Paradigm Agreement") with ML Media Opportunity Productions, Inc.
("Productions"), the Gary L. Pudney Co. ("GLP Co."), and Bob Banner Associates
Inc. ("Associates") to form Paradigm, a broadcast and cable television
production company based in California. Productions is a corporation, 100% owned
by Registrant, formed to hold a 1% general partnership interest in Paradigm.
Initially, Registrant owned 49% of Paradigm as a limited partner, while GLP Co.
and Associates each had a 25% ownership share in Paradigm as general partners.
GLP Co. pledged the exclusive services of Gary L. Pudney and Associates pledged
the exclusive services of Bob Banner for the duration of Paradigm's operations.

On May 31, 1991, Registrant, Productions, GLP Co. and Associates entered
into a new agreement (the "Revised Paradigm Agreement") that amended the
original Paradigm Agreement. Under the terms of the Revised Paradigm Agreement,
effective June 16, 1991 the general partner interests of GLP Co. and Associates
in Paradigm were converted to limited partner interests. GLP Co. and Associates
each retained their 25% ownership in Paradigm and Registrant retained its 50%
beneficial interest. Under the terms of the Revised Paradigm Agreement, Paradigm
retained ownership of all program concepts developed by Paradigm prior to June
15, 1991, but assigned the task of further developing these program concepts to
GLP Co. and/or Associates as independent contractors. Per the Revised Paradigm
Agreement, if GLP Co. or Associates were to develop any new program concepts
during the period in which they were acting as independent contractors for
Paradigm, GLP Co. or Associates would be required to offer Paradigm the right to
finance the production of such program concepts. Regardless of Paradigm's
decision to finance the further development of the new program concepts,
Paradigm would receive a share of the profits and fees, if any, from such new
program concepts.

The consulting agreements described above expired on December 31, 1991.
Effective with the expiration, Associates continued, without a formal agreement,
to develop projects to offer to Paradigm. As was the case under the Revised
Paradigm Agreement, Registrant had the option of financing such projects in
return for equity interests in such projects.

Effective June 23, 1992, Paradigm formed a general partnership with
Associates to start a new production company Bob Banner Associates Development
("BBAD"). Paradigm and/or BBAD are not currently producing television programs,
and Registrant has not advanced any funds to Paradigm and/or BBAD since the
second quarter of 1992. Paradigm and/or BBAD took several steps in 1992 and 1993
to reduce operating costs, primarily by reducing the number, and compensation,
of employees. However, Paradigm and/or BBAD did not operate profitably during
1993, and were dependent on outside sources, primarily Associates, to finance
BBAD's monthly operating costs. Registrant elected not to fund such operating
costs. Due in part to Registrant's unwillingness to advance additional funds to
fund the continuing operating losses and possible winding down of Paradigm's and
BBAD's operating activities, Registrant recorded in 1993 a writedown of
approximately $516,000 of its investment in Paradigm and BBAD to reduce
Registrant's net investment to zero. Registrant actively sought a strategic
partner that would share in meeting Paradigm's and/or BBAD's potential future
funding needs but was unable to identify such a partner. Paradigm and/or BBAD
have no liability for borrowed funds. Registrant entered into an agreement with
Associates under which Paradigm retained the three television movies and the
series developed by it, and the other projects and program concepts developed by
Paradigm and/or BBAD were assigned to Associates, and Paradigm retained a
percentage interest in all such projects and concepts.

During 1996, Registrant received proceeds of $135,000 from Paradigm's sale
of Registrant's remaining interests in the films and other projects developed by
Paradigm and assigned to Associates. Registrant recognized a gain for financial
reporting purposes of $135,000 on the sale of the films and other projects in
1996, offset by operational losses of $53,201. Although Registrant is no longer
advancing funds for continuing operations and Paradigm has no operating assets,
Registrant is liable for certain liabilities of Paradigm. These liabilities are
reflected in the Consolidated Balance Sheet as of December 31, 1999.

Investments and EMP, Ltd. and MVT

On September 1, 1989, Registrant entered into various agreements with Peter
Clark and Alan Morris to form U.K. entities (the "Media Ventures Companies")
that would develop and invest in media businesses in Europe. Pursuant to the
terms of these agreements, Registrant advanced $2.0 million to Media Ventures
Investments ("Investments") and its predecessors between 1989 and December 31,
1991. During 1991, and following Registrant's decision not to advance additional
funds to the Media Ventures Companies beyond Registrant's initial $2.0 million
commitment, the Media Ventures Companies secured funding from a third party, ALP
Enterprises, Inc. ("ALP Enterprises") to allow the Media Ventures Companies to
continue their operations. Due to: (i) Registrant's unwillingness to advance
additional funds to the Media Ventures Companies; and (ii) the Media Ventures
Companies' resultant reliance on funding from ALP Enterprises, Registrant's
ownership in the Media Ventures Companies was diluted -- through a number of
restructurings of the ownership of the Media Ventures Companies -- as ALP
Enterprises advanced funds to the Media Ventures Companies.

As of December 31, 1993, the Media Ventures Companies had started, or made
investments in, a number of media businesses, including an investment in 1992 in
Teletext U.K., Ltd. ("Teletext"), a newly formed U.K. corporation organized to
acquire U.K. franchise rights to provide data in text form to television viewers
via television broadcast sidebands. The investment of the Media Ventures
Companies in Teletext was initially held by European Media Partners, Ltd.
("EMP"), the primary operating holding company organized by the Media Ventures
Companies. Following a July 30, 1993 restructuring, EMP was owned 13.8% by
Registrant, 45.6% by Clarendon (a company controlled by the founders and
management of the Media Ventures Companies),and 40.6% by ALP Enterprises.
Registrant also owned 36.8% of the common stock of Investments (which was, and
remained, essentially inactive), ALP Enterprises owned 13.8%, Clarendon owned
41.4%, and Charles Dawson (who manages a business in which the Media Ventures
Companies had an investment) owned 8.0%. Subsequently, Christopher Turner as
nominee, purchased Charles Dawson's interest for a nominal fee.

During 1995, the Media Ventures Companies continued to distribute
television programs, to monitor the Teletext investment held by MVT (see below),
and to attempt to expand the operations of the Media Ventures Companies into new
areas of European media.

Effective August 12, 1994, Registrant and EMP restructured the ownership of
EMP and certain of its subsidiaries in order to enable EMP to attract additional
capital from ALP Enterprises and other potential third party investors. In the
restructuring, based on certain representations from EMP and ALP Enterprises,
Registrant sold to Clarendon and ALP Enterprises for nominal consideration
Registrant's shares in EMP. Simultaneously, Registrant and EMP entered into an
agreement whereby EMP's 10% interest in Teletext was transferred, together with
a (pound)350,000 loan (approximately $543,000 at then-current exchange rates)
from EMP to a newly formed entity, MVT. After the transfer, Registrant owned
13.8% of the issued common shares of MVT, while EMP owned the remaining 86.2%.
MVT's purpose was to manage its sole asset, a 10% interest in Teletext, a United
Kingdom corporation organized to acquire United Kingdom franchising rights to
provide data in text form to television viewers via television broadcast
sidebands. Registrant had held an indirect 1.38% interest in Teletext. MVT paid
an annual fee to EMP for management services provided by EMP in connection with
overseeing MVT's investment in Teletext. Following the restructuring, Registrant
no longer had any interest in EMP.

Registrant had the right to require EMP to purchase Registrant's interest
in MVT at any time between December 31, 1994 and December 31, 1997. EMP had the
right to require Registrant to sell Registrant's interest in MVT to EMP at any
time between September 30, 1995 and September 30, 1998. In January, 1996, EMP
exercised its right to require Registrant to sell its interest in MVT to EMP,
and notified Registrant of its intention to acquire Registrant's interest.

On September 22, 1997, Registrant, pursuant to the option exercised by EMP,
completed the sale of its investment, a restructured 13.8% ownership interest in
MVT for approximately $481,000.

During 1996 and 1995, Registrant received approximately $87,000 and
$108,000, respectively, in dividends from MVT.

IMPLP/IMPI and Intelidata

On June 22, 1990, Registrant entered into a limited partnership agreement
whereby Registrant and ML Media International, Inc. (a wholly-owned subsidiary
of Registrant), together with Venture Media & Communications, L.P. and Tyler
Information Strategies, Inc. ("Tyler") formed IMPLP and its wholly-owned
subsidiary, IMPI to develop European business information businesses. IMPLP/IMPI
originally developed, produced and marketed a newsletter and certain related
products focusing on European media business and finance. In the fourth quarter
of 1991, Registrant expanded IMPLP/IMPI's European business information
activities by acquiring -- through a newly-formed corporation, Intelidata
Limited ("Intelidata") -- a division of Logica plc. IMPLP/IMPI/Intelidata did
not operate profitably, and were dependent on Registrant for working capital
advances. Registrant sought a strategic partner to invest in
IMPLP/IMPI/Intelidata, but was unable to identify such a partner. Registrant
therefore arranged to sell IMPLP/IMPI/Intelidata, and consummated the sale of
the businesses effective July 1, 1993 (see below). As of July 1, 1993,
Registrant had advanced approximately $4.2 million, and Tyler had advanced
approximately $100,000 (including $50,000 advanced to a predecessor company of
IMPLP) to IMPLP/IMPI/Intelidata.

Effective July 1, 1993, Registrant entered into three transactions to sell
the business and assets of IMPLP, IMPI and Intelidata. In two separate
transactions, Registrant sold the entire business and substantially all of the
assets of IMPLP/IMPI and a portion of the business and assets of Intelidata to
Phillips Business Information, Inc. ("PBI") for future consideration based on
the revenues of IMPLP/IMPI and the portion of the Intelidata business acquired
by PBI. At closing, PBI made advances of $100,000 and $150,000 to IMPLP/IMPI and
Intelidata, respectively, which advances would be recoverable by PBI from any
future consideration payable by PBI to Registrant. In addition, PBI agreed to
assume certain liabilities of IMPLP/IMPI and Intelidata.

In the third transaction, Registrant sold the remaining business and assets
of Intelidata, which were not sold to PBI, to Romtec plc. ("Romtec") in exchange
for future consideration, based on both the amount of assets and liabilities
transferred to Romtec and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of Romtec. In
addition, certain liabilities of Intelidata were assumed by Romtec. During 1997,
it was determined that no consideration would be payable from the sale to
Romtec. As a result of the above activity, Registrant has no remaining interests
in IMP/Intelidata.

Subsequent to the sale of the businesses, Registrant advanced net
additional funds totaling approximately $120,000 through December 31, 1999 to
IMPLP/IMPI and Intelidata to fund cash shortfalls resulting from the pre-sale
claims of certain creditors. Registrant anticipates that it will make additional
such advances to IMPLP/IMPI and Intelidata. These obligations are reflected as a
liability in the Registrant's Consolidated Balance Sheet as of December 31,
1999.

On August 27, 1997, Registrant received approximately $160,000 representing
the final deferred sale payment arising from the July 1, 1993 sale of its
interest in IMPLP and Intelidata.

Employees.

As of December 31, 1999, Registrant and its consolidated subsidiaries did
not employ any persons. The business of Registrant is managed by the General
Partner. RPOM, MLOM and ML Leasing Management Inc., all affiliates of the
General Partner, employ individuals who perform the management and
administrative services for Registrant.

Item 2. Properties.

The offices of RPOM and MLOM are located at 444 Madison Avenue - Suite 703,
New York, New York 10022 and at The World Financial Center, South Tower - 14th
Floor, New York, New York, 10080-6114; respectively.

Item 3. Legal Proceedings.

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, the General Partner, the General Partner's two partners,
MLOM and 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, supposedly seeking credit for, and counsel fees based on, the
benefit received by the limited partners as a result of the 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 believe that they have good and meritorious defenses to the
action, and vigorously deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein. On
March 3, 1999, the New York Supreme Court issued an order granting defendants'
motion and dismissing plaintiffs' complaint in its entirety, principally on the
grounds that the claims are derivative and plaintiffs lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
Plaintiffs have both appealed this order and moved, inter alia, for leave to
amend their complaint in order to re-assert certain of their claims as
derivative claims on behalf of Registrant. The appeal and the motion for leave
to amend are pending. Defendants have not yet responded to the appeal, which has
been adjourned until June 2000, and have served papers in opposition to the
plaintiffs' motion for leave to amend their complaint.

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 named therein: the General Partner, MLOM, RPOM,
Merrill Lynch & Co., Inc., and Merrill Lynch. For the years ended December 31,
1999, 1998 and 1997, Registrant incurred approximately $147,000, $207,000, and
$160,000, respectively, for legal costs relating to such indemnification. Such
cumulative costs amount to approximately $514,000 through December 31, 1999.

Registrant is not aware of any other material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

There were no matters which required a vote of the limited partners of
Registrant during the fourth quarter of the fiscal year covered by this report.
<PAGE>
Part II.

Item 5. Market for Registrant's Common Stock and Stockholder Matters.

An established public market for Registrant's Units does not now exist, and
it is not anticipated that such a market will develop in the future.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available.

As of February 23, 2000, the number of owners of Units was 14,748.

Merrill Lynch has implemented guidelines pursuant to which it reports
estimated values for limited partnership interests originally sold by Merrill
Lynch (such as Registrant's Units) two times per year. Such estimated values are
provided to Merrill Lynch by independent valuation services based on financial
and other information available to the independent services on (1) the prior
August 15th for reporting on December year-end and subsequent client account
statements through the following May's month-end client account statements and
on (2) March 31st for reporting on June month-end and subsequent client account
statements through the November month-end client account statements of the same
year. The estimated values provided by the independent services are not market
values and Unit holders may not be able to sell their Units or realize such
amount upon a sale of their Units. In addition, Unit holders may not realize the
independent estimated value upon the liquidation of Registrant.

Registrant does not distribute dividends, but rather distributes
Distributable Cash From Operations, Distributable Refinancing Proceeds, and
Distributable Sale Proceeds, to the extent available. On June 6, 1989,
Registrant made a federal tax allowance cash distribution in an amount equal to
33% of the 1988 federal taxable income to all limited partners owning Units in
1988 in proportion to their federal taxable income from the ownership of Units.
The total amount distributed was $2,040,121. In the fourth quarter of 1994,
Registrant made a cash distribution of $8,971,760 to its limited partners and
$90,624 to its General Partner following the disposition of Maryland Cable. In
the second quarter of 1995, Registrant made a cash distribution of $2,915,822 to
its limited partners and $29,453 to its General Partner following the sale of
radio station WMXN-FM. On July 29, 1996, Registrant made a cash distribution of
$23,999,458 to its limited partners and $242,419 to its General Partner
following the sale of its stock of Western Wireless Corporation and the
remaining interests in films and other projects developed by Paradigm
Entertainment, L.P. On April 2, 1997, Registrant made a cash distribution of
$23,671,989 to its limited partners of record as of March 24, 1997. See Item 8.
Financial Statements and Supplementary Data; Note 2, "Liquidity and Summary of
Investment Status" for additional information regarding the April 1997 cash
distribution.

Item 6. Selected Financial Data.

<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1995 1996
------------- -------------
<S> <C> <C>
Interest income $ 105,808 $ 290,820
============= =============
(Loss)/Income from Partnership operations (2,270,461) 21,433,458
============= =============
Income from discontinued operation - 81,799
============= =============
Gain on Sale of discontinued operations 9,471,059 -
============= =============
Cash distributions paid to partners 2,945,275 24,241,877
============= =============

Per Unit of Limited Partnership Interest:

(Loss)/Income from Partnership operations $ (20.04) $ 189.21
============= =============
Income from discontinued operations - .72
============= =============
Gain on Sale of discontinued operations 83.61 -
============= =============
Cash distributions paid to partners 26.00 214.00
============= =============

As of As of
December 31, December 31,
1995 1996
------------- -------------

Total Assets $ 2,889,001 $ 2,387,661
============= =============
Number of Units 112,147.1 112,147.1
============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Interest income $ 260,438 $ 339,093 $ 469,270
============ ============ ============
Loss from Partnership operations (995,105) (571,192) (1,645,900)
============ ============ ============
Income from discontinued operations 5,359,986 - -
============ ============ ============
Cash distributions paid to partners 23,671,989 - -
============ ============ ============

Per Unit of Limited Partnership Interest:

Loss from Partnership operations $ (8.78) $ (5.04) $ (14.53)
============ ============ ============
Income from discontinued operations 47.31 - -
============ ============ ============
Cash distributions paid to partners 211.08 - -
============ ============ ============

As of As of As of
December 31, December 31, December 31,
1997 1998 1999
------------ ------------ ------------

Total Assets $ 13,361,127 $ 10,279,452 $ 10,684,029
============ ============ ============
Number of Units 112,147.1 112,147.1 112,147.1
============ ============ ============

</TABLE>
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Liquidity and Capital Resources.

As of December 31, 1999, Registrant had $10,613,295 in cash and cash
equivalents.

Pursuant to the Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), Registrant is in dissolution and its only remaining
activity is to wind up its affairs, which includes providing for or resolving
its remaining obligations and contingencies (see below), and making a final cash
distribution, if any, to its partners. During 1999, the General Partner
continued to work to resolve Registrant's obligations and contingencies relating
to its former investments. As of December 31, 1999, these obligations and
contingencies amounted to approximately $1.7 million, in the aggregate, and are
recorded as a liability in the financial statements of Registrant. The General
Partner is working diligently to resolve these obligations as soon as
practicable. However, as a result of outstanding litigation (see below),
Registrant has experienced a delay in its liquidation.

Registrant's ongoing cash needs will be to fund its existing obligations
and costs in connection with the liquidation of Registrant, as well as providing
for costs and expenses related to the purported class action lawsuit described
below. Media Opportunity Management Partners (the "General Partner") currently
anticipates that the pendency of certain litigation, as described below, 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 such
obligations and contingencies.

Pursuant to an amendment to this 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 was 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 1999 of $1,844,796 has been treated in the accompanying
statement of operations as an expense with a corresponding increase in General
Partner's capital. In conjunction with the General Partner's capital increase
due to the capital contributions for services provided by the General Partner, a
transfer was made to the limited partners' capital in an aggregate amount of
$1,826,349 during 1999 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.

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, 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.

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 named therein: the General Partner, MLOM, RPOM,
Merrill Lynch & Co., Inc., and Merrill Lynch. For the years ended December 31,
1999, 1998 and 1997, Registrant incurred approximately $147,000, $207,000 and
$160,000, respectively, for legal costs relating to such indemnification. Such
cumulative costs amount to approximately $514,000 through December 31, 1999.

Results of Operations.

1999

Registrant generated a net loss of approximately $1.6 million in 1999,
which was primarily comprised of the following components: (1) services provided
by the General Partner of approximately $1.8 million; (2) professional fees and
other expenses of approximately $279,000; partially offset by (3) interest
income of approximately $469,000. Registrant's net income, excluding services
provided by the General Partner, was approximately $199,000.

1998

Registrant generated a net loss of approximately $571,000 in 1998, which
was primarily comprised of the following components: (1) services provided by
the General Partner of approximately $1.8 million; (2) professional fees and
other expenses of approximately $232,000; partially offset by (3) interest
income of approximately $339,000 and (4) the recognition of approximately $1.1
million in income resulting from the prior sale of TCS Television Partners, L.P.
("TCS"). Registrant's net income, excluding services provided by the General
Partner, was approximately $1.2 million.

1997

Registrant generated net income of approximately $4.4 million in 1997,
which was primarily comprised of the following components: (1) the recognition
of approximately $5.4 million in income resulting from the sale of TCS; (2)
one-time gains on the sale of MVT and International Media Publishing,
L.P./Intelidata Limited ("Intelidata") of approximately $481,000 and $160,000,
respectively, and (3) interest income of approximately $260,000; partially
offset by services provided by the General Partner of approximately $1.9 million
and professional fees and other expenses of approximately $198,000. Registrant's
net income, excluding services provided by the General Partner, was
approximately $6.2 million.

1999 vs. 1998

The increase in net loss of approximately $1.1 million from 1998 is
primarily attributable to the recognition of approximately $1.1 million in 1998
in income resulting from the prior sale of TCS.

1998 vs. 1997

The decrease in net income of approximately $4.9 million from 1997 is
primarily attributable to the recognition of approximately $5.4 million of
income in 1997 resulting from the sale of TCS and one-time gains of
approximately $481,000 and $160,000 recognized in 1997 on the sales of MVT and
Intelidata, respectively; partially offset by approximately $1.1 million of
income related to TCS in 1998.

Recent Accounting Statement Adopted

The Partnership adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities"
during the first quarter of 1999. SFAS No. 133 established accounting and
reporting standards for derivative instruments and for hedging activities,
requiring the recognition of all derivatives as either assets or liabilities and
to measure those instruments at fair value, as well as to identify the
conditions for which a derivative may be specifically designed as a hedge. The
Partnership currently does not have any derivative instruments and is not
engaged in hedging activities.

Forward Looking Information

In addition to historical information contained or incorporated by
reference in this report on Form 10-K, 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 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-K. Registrant undertakes no
responsibility to update publicly or revise any forward-looking statements.

Item 7A. Quantitative and Qualitative Disclosure About Market
Risk

As of December 31, 1999, Registrant maintains a portion of its cash
equivalents in financial instruments with original maturities of three months or
less. These financial instruments are subject to interest rate risk, and will
decline in value if interest rates increase. A significant increase or decrease
in interest rates would not have a material effect on Registrant's financial
position.
<PAGE>

Item 8. Financial Statements and Supplementary Data.

TABLE OF CONTENTS

ML Media Opportunity Partners, L.P.

Independent Auditors' Report

Consolidated Balance Sheets
as of December 31, 1999 and 1998

Consolidated Statements of Operations
for the three years ended December 31, 1999

Consolidated Statements of Cash Flows
for the three years ended December 31, 1999

Consolidated Statements of Changes in Partners' Capital/(Deficit)
for the three years ended December 31, 1999

Notes to Consolidated Financial Statements
for the three years ended December 31, 1999

No financial statement schedules are included because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or the notes thereto.

<PAGE>

INDEPENDENT AUDITORS' REPORT

ML Media Opportunity Partners, L.P.:

We have audited the accompanying consolidated financial statements of ML
Media Opportunity Partners, L.P. (the "Partnership") and its affiliated
entities, as listed in the accompanying table of contents. These consolidated
financial statements are the responsibility of the Partnership's general
partner. Our responsibility is to express an opinion on the consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
general partner, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Partnership and its
affiliated entities as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP
New York, New York

March 27, 2000

<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1999 AND 1998

Notes 1999 1998
----- ------------ ------------
<S> <C> <C> <C>
ASSETS:

Cash and cash equivalents $ 10,613,295 $ 10,152,858
Interest and other receivables 70,734 37,403
Other assets - 89,191
------------ ------------
TOTAL ASSETS $ 10,684,029 $ 10,279,452
============ ============
LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
Accounts payable and accrued liabilities $ 2,277,592 $ 2,071,911
------------ ------------
Total Liabilities 2,277,592 2,071,911
------------ ------------
Commitments and contingencies 2,6

Partners' Capital:

General Partner:
Capital contributions, net of offering expenses 1,019,428 1,019,428
Additional capital contributions 2 31,417,939 29,573,143
Transfer from General Partner to Limited partners 2 (31,340,480) (29,514,131)
Cumulative cash distributions (362,496) (362,496)
Cumulative loss (629,835) (613,376)
------------ ------------
104,556 102,568
------------ ------------

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 31,340,480 29,514,131
Tax allowance cash distribution (2,040,121) (2,040,121)
Other cumulative cash distributions 2 (59,559,029) (59,559,029)
Cumulative loss (62,353,765) (60,724,324)
------------ ------------
8,301,881 8,104,973
------------ ------------
Total Partners' Capital 8,406,437 8,207,541
------------ ------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 10,684,029 $ 10,279,452
============ ============

</TABLE>

See Notes to Consolidated Financial Statements.

ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999

1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Interest income $ 469,270 $ 339,093 $ 260,438
Other income 3,415 - 170,718
Income from TCS 5,657 1,135,371 -
Gain on Sale of:
MVT - - 481,200
IMP/Intelidata - - 159,901
------------ ------------ ------------
478,342 1,474,464 1,072,257
------------ ------------ ------------

Partnership Operating Expenses:

Professional fees and other 279,446 231,696 197,765
Services provided by the General Partner 1,844,796 1,813,960 1,869,597
------------ ------------ ------------
2,124,242 2,045,656 2,067,362
------------ ------------ ------------

Loss from Partnership operations (1,645,900) (571,192) (995,105)

Discontinued operations:
Income from Discontinued operations of
Television and Radio Station Segment - - 5,359,986
------------ ------------ ------------
NET (LOSS)/INCOME $ (1,645,900) $ (571,192) $ 4,364,881
============ ============ ============

Per Unit of Limited Partnership
Interest:

Loss from Partnership operations $ (14.53) $ (5.04) $ (8.78)

Income from discontinued operations - - 47.31
------------ ------------ ------------
NET (LOSS)/INCOME $ (14.53) $ (5.04) $ 38.53
============ ============ ============
Number of Units 112,147.1 112,147.1 112,147.1
============ ============ ============
See Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999

1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:

Net (loss)/income $ (1,645,900) $ (571,192) $ 4,364,881

Adjustments to reconcile net (loss)/income
to net cash provided by/(used in)
operating activities:

Services provided by the General Partner 1,844,796 1,813,960 1,869,597

Income from TCS (5,657) (1,135,371) -

Income from discontinued operations - - (5,359,986)

Gain on sale of MVT - - (481,200)

Gain on sale of IMP/Intelidata - - (159,901)

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities 205,681 (4,235,252) 4,724,900

Interest and other receivables (27,674) (567) (32,619)

Other assets 89,191 (89,191) -

Change in Net Liabilities of Discontinued
Operations - Production Segment - - (58,912)
------------ ------------ ------------
Net cash provided by/(used in)
operating activities 460,437 (4,217,613) 4,866,760
------------ ------------ ------------

Cash flows from investing activities:

Proceeds from disposition of discontinued
operations - 1,046,180 5,359,986

Proceeds from sale of MVT - - 481,200

Proceeds from sale of IMPLP/Intelidata - - 159,901
------------ ------------ ------------

Net cash provided by investing activities - 1,046,180 6,001,087
------------ ------------ ------------

Cash flows from financing activities:

Additional capital contributions - - 23,744,989

Cash distributions - - (23,671,989)
------------ ------------ ------------

Net cash provided by financing activities - - 73,000
------------ ------------ ------------

Net increase/(decrease) in cash and cash
equivalents 460,437 (3,171,433) 10,940,847

Cash and cash equivalents at beginning of year 10,152,858 13,324,291 2,383,444
------------ ------------ ------------

Cash and cash equivalents at end of year $ 10,613,295 $ 10,152,858 $ 13,324,291
============ ============ ============

Cash paid for interest by TCS $ - $ 1,280,539 $ 2,290,177
============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL/(DEFICIT)
FOR THE THREE YEARS ENDED DECEMBER 31, 1999

General Partner Limited Partners Total
--------------- ---------------- ---------------
<S> <C> <C> <C>

1997:
Partners' Capital/(Deficit) as of
January 1, 1997 $ 5,619 $ (1,492,921) $ (1,487,302)

Net Income 43,649 4,321,232 4,364,881

Additional capital contributions 27,759,183 - 27,759,183

Transfer from General Partner to
Limited partners (27,718,311) 27,718,311 -

Cash Distribution - (23,671,989) (23,671,989)
--------------- ---------------- ---------------
Partners' Capital as of
December 31, 1997 90,140 6,874,633 6,964,773

1998:
Net Loss (5,712) (565,480) (571,192)

Additional capital contribution 1,813,960 - 1,813,960

Transfer from General Partner to
Limited partners (1,795,820) 1,795,820 -
--------------- ---------------- ---------------
Partners' Capital as of
December 31, 1998 102,568 8,104,973 8,207,541

1999:
Net Loss (16,459) (1,629,441) (1,645,900)

Additional capital contribution 1,844,796 - 1,844,796

Transfer from General Partner to
Limited partners (1,826,349) 1,826,349 -
--------------- ---------------- ---------------
Partners' Capital as of
December 31, 1999 $ 104,556 $ 8,301,881 $ 8,406,437
--------------- ---------------- ---------------
See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>

ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ML Media Opportunity Partners, L.P. (the "Partnership") was formed and the
Certificate of Limited Partnership was filed under the Delaware Revised Uniform
Limited Partnership Act on June 23, 1987. Operations commenced on March 23, 1988
with the first closing of the sale of units of limited partnership interest
("Units"). Subscriptions for an aggregate of 112,147.1 Units were accepted and
are now outstanding.

Media Opportunity Management Partners (the "General Partner") is a joint
venture, organized as a general partnership under the laws of the State of New
York, between RP Opportunity Management, L.P. ("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
("MVT"), the Partnership disposed of its last Media Business (as defined in the
Partnership Agreement). As a result, as of September 22, 1998 (one year
following the disposition of its last Media Business), pursuant to the
Partnership Agreement, the Partnership is in dissolution and its only remaining
activity is to wind up its affairs, which includes providing for or resolving
its remaining obligations and contingencies, and making a final cash
distribution, if any, to its partners.

Basis of Accounting and Fiscal Year

The Partnership's records are maintained on the accrual basis of accounting
for financial reporting and tax purposes. Prior to its disposition, MVT was
accounted for on the cost method of accounting. The fiscal year of the
Partnership is the calendar year.

See Note 3 regarding discontinued operations.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures
about Fair Value of Financial Instruments", requires companies to report the
fair value of certain on- and off-balance sheet assets and liabilities which are
defined as financial instruments.

Considerable judgment is required in interpreting data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Partnership could realize in a
current market exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.

Assets, including cash and cash equivalents and accounts receivable and
liabilities, such as trade payables, are carried at amounts which approximate
fair value.

Management Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Income Taxes

The Partnership accounts for income taxes pursuant to SFAS No. 109
"Accounting for Income Taxes". No provision for income taxes has been made for
the Partnership because all income and losses are allocated to the partners for
inclusion in their respective tax returns.
<PAGE>
Recent Accounting Statement Adopted

The Partnership adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" during the first quarter of 1999. SFAS No.
133 established accounting and reporting standards for derivative instruments
and for hedging activities, requiring the recognition of all derivatives as
either assets or liabilities and to measure those instruments at fair value, as
well as to identify the conditions for which a derivative may be specifically
designed as a hedge. The Partnership currently does not have any derivative
instruments and is not engaged in hedging activities.

Cash Equivalents

Short-term investments which have an original maturity of ninety days or
less are considered cash equivalents.

2. Liquidity and Summary of Investment Status

As of December 31, 1999 and 1998 the Partnership had $10,613,295 and
$10,152,858 in cash and cash equivalents.

During 1999, the General Partner continued to work to resolve the
Partnership's obligations and contingencies relating to its former investments.
As of December 31, 1999, these obligations and contingencies amounted to
approximately $1.7 million, in the aggregate, and are recorded as a liability in
the financial statements of the Partnership. The General Partner is working
diligently to resolve these obligations and contingencies as soon as
practicable.

The General Partner currently anticipates that the pendency of certain
litigation, as described below, 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 limited
partners of any net proceeds that remain after resolving such obligations and
contingencies.

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. Pursuant to
an amendment to the Partnership Agreement dated March 24, 1997 (the
"Amendment"), the Cash Payment was 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
Cash Payment was treated in the accompanying financial statements as a capital
contribution by the General Partner and a simultaneous transfer to limited
partners' capital.

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 was 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 1999, 1998 and 1997 of
$1,844,796, $1,813,960 and $1,869,597, 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 contributions for
services provided by the General Partner. Similarly, an amount representing
these services for 1996 of $2,144,597 was treated as an increase in General
Partner's capital and a reduction of management fee payable in the Partnership's
first quarter 1997 financial statements. In conjunction with the General
Partner's capital increase, a transfer was made to the limited partners' capital
in an aggregate amount of $1,826,349, $1,795,820 and $3,974,052 during 1999,
1998 and 1997, respectively, 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 increased 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 was no effect on the
General Partner or the limited partners' capital.

<PAGE>

TCS Television Partners, L.P.

On September 15, 1995, TCS Television Inc. ("TCS Inc.") completed the sale
to The Spartan Radiocasting Company ("Spartan") of all of the outstanding
capital stock of Avant Development Corporation ("Avant"), a 100% owned corporate
subsidiary of TCS Inc., which owned WRBL-TV, for a net sales price of $22.7
million. From the proceeds of the sale, a reserve of approximately $1.4 million
was established to cover certain expenses and liabilities relating to the sale
and $1,250,000 was deposited into an indemnity escrow account to secure TCS
Inc.'s indemnification obligations to Spartan for taxes and other liabilities.
In addition, approximately $18.9 million was applied to repay a portion of TCS
Television Partners, L.P.'s ("TCS") total indebtedness, which was secured by a
pledge of the shares of Fabri Development Corporation ("Fabri"). Approximately
$1.1 million was applied to closing costs. The Partnership recognized a gain,
for financial reporting purposes, on the sale of Avant of approximately $17.6
million, partially offset by a reserve for estimated losses on such future sale
of the remaining television stations of TCS of approximately $9.9 million.
During 1997 and 1998, $1 million plus accrued interest of approximately $74,000
and $250,000 plus accrued interest of approximately $54,000, respectively, were
returned to TCS from the indemnity escrow relating to the sale of Avant. In
addition, during 1998, $176,000 of a final working capital adjustment relating
to the sale of Avant was received by TCS.

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 TCS' stations in accordance with a formula set forth in such
agreement. On April 15, 1997, TCS and 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. 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
entire escrowed amount), 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. ("Commonwealth"), respectively, their share
of certain accrued and unpaid consulting fees. During 1997 and early 1998,
$1,750,000 (the entire escrowed amount) plus accrued interest of approximately
$63,000 was returned to TCS from escrows related to the sale of Fabri.

In 1998, from the cumulative amount of proceeds from the sale of both Avant
and Fabri, including released escrowed funds, TCS paid its lenders approximately
$1,280,000 and paid approximately $656,000 toward accrued expenses. In addition,
TCS paid $1,929,707 and $1,286,472 to the Partnership and Commonwealth,
respectively, representing their share of certain accrued and unpaid consulting
fees, and paid $748,292 each to the Partnership and Commonwealth representing
their share of the net proceeds. The Partnership recorded income of $5,657,
$1,135,371 and $5,359,986 during 1999, 1998 and 1997, respectively, related to
the sale of TCS. The Partnership still has an interest in the remaining net
assets of TCS (approximately $100,000), which is consolidated into the
Partnership's financial statements as of December 31, 1999.

Investments and EMP, Ltd. and MVT

Effective August 12, 1994, the Partnership owned 13.8% of the issued common
shares of MVT, while European Media Partners, Ltd. ("EMP") owned the remaining
86.2%. MVT's purpose was to manage its sole asset, a 10% interest in Teletext, a
United Kingdom corporation organized to acquire United Kingdom franchising
rights to provide data in text form to television viewers via television
broadcast sidebands. The Partnership had held an indirect 1.38% interest in
Teletext. MVT paid an annual fee to EMP for management services provided by EMP
in connection with overseeing MVT's investment in Teletext. Following the
restructuring, the Partnership no longer had any interest in EMP.

In January, 1996, EMP exercised its right to require the Partnership to
sell its interest in MVT to EMP and notified the Partnership of its intention to
acquire the Partnership's interest. On September 22, 1997, the Partnership,
pursuant to the option exercised by EMP, completed the sale of its remaining
investment, a restructured 13.8% ownership interest in MVT and recorded a gain
on the sale of approximately $481,000.

<PAGE>

Sale of Windsor Systems

On May 18, 1994, the Partnership sold the assets of its cable television
systems in North Carolina (the "Windsor Systems") for $3,443,200, subject to
post-closing adjustments. At closing, the Partnership repaid the $2,050,058 of
principal and interest then due under a seller note used in financing the
original purchase of the Windsor Systems (the "Windsor Note"), as required by
the terms of the Windsor Note. In addition, as required by the asset purchase
agreement, at closing, $342,160 (the "Escrowed Monies") was placed into two
separate escrow accounts to cover the potential costs of improving pole
attachments and other possible post-closing expenses. The remaining $1,050,982
in sales proceeds was applied or reserved to pay closing costs of the
transaction and certain pre-closing liabilities to third parties other than the
buyer. as of December 31, 1999, such obligations are reflected as liabilities in
the Consolidated Balance Sheet.

On August 29, 1996, approximately $190,000 was received by the Partnership
as final settlement for post-closing adjustments related to the sale of the
Windsor Systems. As of September 30, 1996, Escrowed Monies of approximately
$279,000 plus approximately $34,000 of interest was received by the Partnership
in full settlement of the post-closing expense escrow. In addition, Escrowed
Monies of approximately $63,000 plus approximately $8,000 of interest was
distributed to the buyer in full settlement of the pole attachment escrow. As of
December 31, 1996, no further amounts related to the Windsor Systems remain in
escrow.

Disposition of IMPLP/IMPI and Intelidata

Effective July 1, 1993, the Partnership entered into three transactions to
sell the business and assets of International Media Publishing, L.P. ("IMPLP")
and its wholly owned subsidiary International Media Publishing, Inc. ("IMPI")
and Intelidata Limited ("Intelidata"). In two separate transactions, the
Partnership sold the entire business and substantially all of the assets of
IMPLP/IMPI and a portion of the business and assets of Intelidata to Phillips
Business Information, Inc. ("PBI") for future consideration based on the
revenues of IMPLP/IMPI and the portion of the Intelidata business acquired by
PBI. At closing, PBI made advances of $100,000 and $150,000 to IMPLP/IMPI and
Intelidata, respectively, which advances would be recoverable by PBI from any
future consideration payable by PBI to the Partnership. In addition, PBI agreed
to assume certain liabilities of IMPLP/IMPI and Intelidata.

In a third transaction, the Partnership sold the remaining business and
assets of Intelidata, which were not sold to PBI, to Romtec plc. ("Romtec") in
exchange for future consideration, based on both the amount of assets and
liabilities transferred to Romtec and the combined profits of the portion of the
Intelidata business acquired by Romtec and another, existing division of Romtec.
In addition, certain liabilities of Intelidata were assumed by Romtec. During
1997, it was determined that no consideration would be payable from the sale to
Romtec. As a result of the above activity, the Partnership has no remaining
interests in IMP/Intelidata.

Subsequent to the sale of the businesses, the Partnership advanced net
additional funds totaling approximately $120,000 through December 31, 1999 to
IMPLP/IMPI and Intelidata to fund cash shortfalls resulting from the pre-sale
claims of certain creditors. The Partnership anticipates that it will make
additional such advances to IMPLP/IMPI and Intelidata to the extent that new
valid claims are made. These obligations are reflected as a liability in the
Partnership's Consolidated Balance Sheet as of December 31, 1999.

On August 27, 1997, the Partnership received and recognized a gain for
financial reporting purposes of approximately $160,000 representing the final
deferred sale payment arising from the July 1, 1993 sale of its interest in
IMPLP and Intelidata. These funds represented the contractual royalty fee for
sales generated by Intelidata since the 1993 sale.

Paradigm/BBAD

During 1996, the Partnership sold its remaining interests in the films and
other projects developed by Paradigm. Although the Partnership is no longer
advancing funds for continuing operations and Paradigm has no operating assets,
the Partnership is liable for certain liabilities of Paradigm. These liabilities
are reflected in the consolidated balance sheet as of December 31, 1999.

3. DISCONTINUED OPERATIONS

Television and Radio Station Segment

During 1997, the Partnership disposed of its remaining two operating
properties in the Television and Radio Station segment and recorded income of
$5,359,986. The Partnership still retains an interest in the remaining assets of
TCS (see Note 2). During 1996, the Partnership presented its Television and
Radio Station Segment as discontinued operations.

<PAGE>

4. TRANSACTIONS WITH THE GENERAL PARTNER AND ITS AFFILIATES

During the three years ended December 31, 1999, the General Partner
provided the following services to the partnership:

1999 1998 1997
------------- ------------ ------------
<S> <C> <C> <C>
Media Opportunity Management
Partners (General Partner):

Partnership Management Fee $ 975,739 $ 959,428 $ 943,391
Property Management Fee 869,057 854,532 926,206
------------- ------------ ------------
$ 1,844,796 $ 1,813,960 $ 1,869,597
============= ============ ============
</TABLE>

During the first quarter of 1997, the Partnership's obligation to pay a
management fee for the year ended December 31, 1996 and thereafter was
terminated. The Partnership did not pay the General Partner a management fee
since the year ended December 31, 1996 (see Note 2).

In addition, RP Television, an affiliate of the General Partner, provided
certain administrative and accounting services to the television stations owned
by TCS. The television stations paid for these services at cost. The reimbursed
cost incurred by RP Television on behalf of TCS totaled approximately $5,800,
$235,000 and $109,000 for 1999, 1998 and 1997, respectively. These reimbursed
costs are included in the Consolidated Statements of Operations.

5. Accounting for Income Taxes

Certain entities owned by the Partnership were taxable entities and thus
were required under SFAS No. 109 to recognize deferred income taxes. During
1997, the Partnership disposed of its last taxable entity. Therefore, 1998 is
the first year in which the only entities remaining are classified as
partnerships for tax purposes. Hence, all items of income and deductions at the
Partnership level will flow up to the partners of the Partnership and there will
be no income tax liability imposed at the Partnership level. Additionally, since
all the taxable entities have been liquidated, there is no deferred tax asset or
liability as of December 31, 1999 and 1998.

For the Partnership, the differences between the tax basis of assets and
liabilities and the reported amounts as of December 31, are as follows:

1999 1998
------------- -------------
<S> <C> <C>
Partners' Capital - financial statements $ 8,406,437 $ 8,207,541
Differences:
Offering expenses 11,346,156 11,346,156
Basis of property, plant and equipment
and intangible assets 4,206,605 4,206,605
Cumulative income of stock investments
(corporations) (12,643,142) (12,732,333)
Management fees 4,176,677 4,176,677
Other 7,569,173 7,570,603
------------- -------------
Partners' Capital - income tax bases $ 23,061,906 $ 22,775,249
============= =============
</TABLE>

6. 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, supposedly seeking credit for, and counsel fees based on, the
benefit received by the limited partners as a result of the 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 believe that they have good and meritorious defenses to the
action, and vigorously deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein. On
March 3, 1999, the New York Supreme Court issued an order granting defendants'
motion and dismissing plaintiffs' complaint in its entirety, principally on the
grounds that the claims are derivative and plaintiffs lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
Plaintiffs have both appealed this order and moved, inter alia, for leave to
amend their complaint in order to re-assert certain of their claims as
derivative claims on behalf of the Partnership. The appeal and the motion for
leave to amend are pending. Defendants have not yet responded to the appeal,
which has been adjourned until June 2000, and have served papers in opposition
to the plaintiffs' motion for leave to amend their complaint.

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 named therein: the General
partner, MLOM, RPOM, Merrill Lynch & Co., Inc., and Merrill Lynch. For the years
ended December 31, 1999, 1998 and 1997, the Partnership incurred approximately
$147,000, $207,000 and $160,000, respectively, for legal costs relating to such
indemnification. Such cumulative costs amount to approximately $514,000 through
December 31, 1999.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

<PAGE>
Part III.

Item 10. Directors and Executive Officers of the Registrant

Registrant has no executive officers or directors. The General Partner
manages Registrant's affairs and has general responsibility and authority in all
matters affecting its business. The responsibilities of the General Partner are
carried out either by executive officers of EHR Opportunity Management, Inc. and
IMP Opportunity Management, Inc. as general partners of RP Opportunity
Management, L.P. or executive officers of ML Opportunity Management Inc. acting
on behalf of the General Partner. The executive officers and directors of RP
Opportunity Management, L.P. and ML Opportunity Management Inc. are:

RP Opportunity Management, L.P. (the "Management Company or "RPOM")

Served in
Present
Capacity
Name Since (1) Position Held
------ ----------- -------------

I. Martin Pompadur 6/15/87 Director and President
IMP Opportunity Management, Inc.

Elizabeth McNey Yates 4/01/88 Executive Vice President
IMP Opportunity Management, Inc.

The Director holds office until a successor is elected and qualified. All
executive officers serve at the pleasure of the Director.

<PAGE>
ML Opportunity Management Inc. ("MLOM")

Served in
Present
Capacity
Name Since (1) Position Held
------ ----------- -------------

Kevin K. Albert 2/19/91 President
6/22/87 Director

James V. Caruso 11/20/98 Director
12/30/98 Executive Vice President

Michael A. Giobbe 2/17/00 Director
8/11/95 Vice President

Rosalie Y. Goldberg 11/20/98 Director
12/30/98 Vice President

James V. Bruno 2/18/00 Vice President

Diane T. Herte (2) 12/30/98 Vice President

Sandhya Rana 2/18/00 Vice President
2/18/00 Treasurer

Directors hold office until their successors are elected and qualified. All
executive officers serve at the pleasure of the Board of Directors. (1)

Ms. Herte held the position of Treasurer from August 11, 1995 through
December 29, 1998. Robert J. Remick held the position of Treasurer from December
30, 1998 through November 19, 1999. From November 20, 1999 through February 17,
2000, Ms. Herte was designated Treasurer by the President and performed such
duties.

I. Martin Pompadur, 64, Director and President of RP Opportunity
Management, L.P. Mr. Pompadur is an Executive Vice President of News Corporation
and President of News Corporation-Eastern and Central Europe. He is also a
member of News Corporation's Executive Management Committee. In January 2000,
Mr. Pompadur was named Chairman of News Corporation Europe. Mr. Pompadur is also
the Chairman and Chief Executive Officer of GP Station Partners, which is the
General Partner of Television Station Partners, L.P., a private limited
partnership that owned and operated four network affiliated television stations.
These stations were sold in January 1996 and this partnership was liquidated in
December 1998. Mr. Pompadur is the Chairman and Chief Executive Officer of PBTV,
Inc., the Managing General Partner of Northeastern Television Investors Limited
Partnership, a private limited partnership which owned and operated WBRE-TV, a
network affiliated station in Wilkes-Barre/Scranton, Pennsylvania. This station
was sold in January 1998 and was liquidated in December 1999. Mr. Pompadur is
also the President and a Director of RP Media Management ("RPMM"), a joint
venture, which is a partner in Media Management Partners, an affiliate of the
General Partner and the general partner of ML Media Partners, L.P. ("ML Media")
which presently owns a cable television system. Mr. Pompadur was the principal
Executive Officer and principal owner of RP Radio Management Inc.("RP Radio"), a
company owned principally by Mr. Pompadur to provide administrative and
day-to-day management services to ML Media's radio properties. On December 27,
1997, RP Radio Management Inc. was merged into RP Radio Management LLC, an
entity wholly owned by ML Media. Mr. Pompadur is also Chief Executive Officer of
MultiVision Cable TV Corp. ("MultiVision"), a cable television multiple system
operator organized in January 1988 and owned principally by Mr. Pompadur and the
estate of Elton H. Rule to provide MSO services to cable television systems
acquired by entities under his control. Mr. Pompadur is a principal owner,
member of the Board of Directors and Secretary of Caribbean International News
Corporation ("Caribbean"). Caribbean owns and publishes EL Vocero, the largest
Spanish language daily newspaper in the United States. Mr. Pompadur sits on the
Board of Directors of the following companies: Bsky B, Fox Kids Europe, Stream,
Metromedia International, StoryFirst Communications and Big Star Entertainment.

Elizabeth McNey Yates, 36, Executive Vice President of RP Opportunity
Management, L.P., joined RP Companies Inc., an entity controlled by Mr.
Pompadur, in March 1988 and has senior executive responsibilities in the areas
of finance, operations, administration, acquisitions and dispositions. Ms. Yates
is Chief Operating Officer and Executive Vice President of RP Companies, Inc.,
Executive Vice President of RPMM and Chief Operating Officer and Executive Vice
President of RP Radio. In addition, Ms Yates is the President and Chief
Operating Officer of MultiVision.

Kevin K. Albert, 47, a Managing Director of Merrill Lynch Investment
Banking Group ("ML Investment Banking") and the Private Sales and Divestitures
Group of Business Financial Services, joined Merrill Lynch in 1981. Mr. Albert's
work in the Equity Private Placement Group is involved in structuring and
placing a diversified array of private equity financing including common stock,
preferred stock, limited partnership interests and other equity-related
securities. His work in the Private Sales and Divestitures Group involves
managing a team of investment bankers executing middle-market exclusive sales
transactions. Mr. Albert is also a director of ML Media Management Inc. ("ML
Media"), an affiliate of MLOM and a joint venturer of Media Management Partners,
the general partner of ML Media Partners, L.P.; a director of ML Mezzanine II
Inc. ("ML Mezzanine II"), an affiliate of MLOM and sole general partner of the
managing general partner of ML-Lee Acquisition Fund II, L.P. and ML-Lee
Acquisition Fund (Retirement Accounts) II, L.P.; a director of ML Mezzanine Inc.
("ML Mezzanine"), an affiliate of MLOM and the sole general partner of the
managing general partner of ML-Lee Acquisition Fund, L.P.; a director of Merrill
Lynch Venture Capital Inc. ("ML Venture"), an affiliate of MLOM and the general
partner of the Managing General Partner of ML Venture Partners II, L.P.
("Venture II") and ML Oklahoma Venture Partners Limited Partnership; and a
director of Merrill Lynch R&D Management Inc. ("ML R&D"), an affiliate of MLOM
and the general partner of the General Partner of ML Technology Ventures, L.P.
Mr. Albert also serves as an independent general partner of Venture II.

James V. Caruso, 48, a Director of ML Investment Banking, joined Merrill
Lynch in January 1975. Mr. Caruso is the Director of Technology for the Global
Investment Banking Group. He is responsible for ensuring that the business
requirements of Investment Banking are supported by managing the development of
new technologies and enhancing existing systems. He is also responsible for
certain Merchant Banking business related activities. Mr. Caruso is also
Director of ML Media, ML Venture, ML R&D, ML Mezzanine, ML Mezzanine II and MLH
Property Managers Inc., an affiliate of MLOM and the general partner of MLH
Income Realty Partnership VI.

Michael A. Giobbe, 41, a Vice President of ML Investment Banking, joined
Merrill Lynch in 1986. Mr. Giobbe is responsible for the ongoing management of
the operations of various project related limited partnerships for which
subsidiaries of ML Leasing Equipment Corp., an affiliate of Merrill Lynch, are
general partners. Mr. Giobbe is also a Director of ML Media, ML Venture, and ML
R&D.

Rosalie Y. Goldberg, 62, a First Vice President and Senior Director of
Merrill Lynch's Private Client Group and the Director of its Special Investments
Group. Ms. Goldberg joined Merrill Lynch in 1975 and has held a number of
management positions in the Special Investments area, including the position of
Manager for Product Development and Origination from 1983 to 1989. Ms. Goldberg
is also a Director of ML Mezzanine, ML Mezzanine II, and ML Media.

James V. Bruno, 33, a Vice President of ML Investment Banking, joined
Merrill Lynch in 1997. Mr. Bruno's responsibilities include controllership and
financial management functions for certain partnerships and other entities for
which subsidiaries of Merrill Lynch are the general partner or manager. Prior to
joining Merrill Lynch, Mr. Bruno was employed with Alliance Capital Management,
where he held similar responsibilities.

Diane T. Herte, 39, a Vice President of ML Investment Banking since 1996
and previously an Assistant Vice President of Merrill Lynch & Co. Corporate
Credit Group since 1992, joined Merrill Lynch in 1984. Ms. Herte's
responsibilities include controllership, financial management and administrative
functions for partnerships for which subsidiaries of Merrill Lynch are the
general partner or manager. Ms. Herte is a director of ML Mezzanine and ML
Mezzanine II.

Sandhya Rana, 27, an Assistant Vice President of ML Investment Banking
since 2000, joined Merrill Lynch in 1996. Ms. Rana's responsibilities include
financial management functions for certain partnerships for which subsidiaries
of Merrill Lynch are the general partner or manager. Prior to joining Merrill
Lynch, Ms. Rana was employed with Deloitte & Touche, where she was an auditor.

An Investment Committee of Registrant was established to have the
responsibility and authority for developing, in conjunction with the Management
Company, diversification objectives for the investments to be made by
Registrant, for reviewing and approving each investment proposed by the
Management Company for Registrant and for evaluating and approving dispositions
of investments of Registrant. The Investment Committee will also establish
reserves for Registrant for such purposes and in such amounts as it deems
appropriate. A simple majority vote shall be required for any proposed
investment or disposition. The Investment Committee also has the responsibility
and authority for monitoring the management of the investments of Registrant by
the Management Company.

The current members of the Investment Committee are as follows:

RPOM Representative MLOM Representatives
------------------- --------------------
I. Martin Pompadur Kevin K. Albert
James V. Caruso
<PAGE>
Item 11. Executive Compensation.

Registrant does not pay the executive officers or directors of the General
Partner any remuneration. The General Partner does not presently pay any
remuneration to any of its executive officers or directors. See Note 4 to the
Financial Statements included in Item 8 hereof, however, for amounts paid by
Registrant to the General Partner and its affiliates for the three years ended
December 31, 1999.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

As of February 23, 2000, no person was known by the Registrant to be the
beneficial owner of more than 5 percent of the Units.

To the knowledge of the General Partner, as of February 23, 2000, the
officers and directors of the General Partner in aggregate own less than 1% of
the outstanding common stock of Merrill Lynch & Co., Inc.

RP Opportunity Management, L.P. ("RPOM") is organized as a limited
partnership, the general partners of which are EHR Opportunity Management, Inc.,
and IMP Opportunity Management, Inc. IMP Opportunity Management, Inc. is
wholly-owned by Mr. I. Martin Pompadur and EHR Opportunity Management, Inc. is
wholly-owned by The Rule Trust.

Item 13. Certain Relationships and Related Transactions.

Refer to Note 4 to the Financial Statements included in Item 8 hereof, and
in Item 1 for a description of the relationship of the General Partner and its
affiliates to Registrant and its subsidiaries.

<PAGE>
Part IV.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) Financial Statements, Financial Statement Schedules and Exhibits.

(1) Financial Statements

See Item 8. "Financial Statements and Supplementary Data."

(2) Financial Statement Schedules

No financial statement schedules are included because of the absence
of the conditions which require their inclusion or because the
required information is included in the financial statement or set
forth herein the notes thereto.

(3) Exhibits

Exhibits Incorporated by Reference to
----------- ----------------------------
<S> <C> <C>
3.1 Certificate of Limited Partnership Exhibit 3.1 to Registrant's Form S-1 the
Registration Statement
(File No. 33-15502)

3.2 Amended and Restated Agreement of Limited Exhibit 3.2 to Registrant's Annual Report on Form
Partnership 10-K for the fiscal year ended December 31, 1987
(File No. 33-15502)

3.3 Amendment No. 1 to Amended and Restated Exhibit 3.3 to Registrant's Annual Report on Form
Agreement of Limited Partnership 10-K for the fiscal year ended December 31, 1996
(File No. 0-16690)

10.1.1 Exchange Agreement dated December 31, 1993 Exhibit 10.1 to Registrant's Form 8-K Report dated
January 12, 1994
(File No. 33-15502)

10.1.2 Consolidated Prepackaged Plan of Exhibit to Registrant's Form 8-K Report dated March
Reorganization of Maryland Cable Corp. and 10, 1994
Maryland Cable Holdings Corp. (File No. 33-15502)

10.1.3 Letter Agreement to Purchase and Sell all of Exhibit 10.1 to Registrant's Annual Report on Form
the Assets of the community antenna 10-K for the fiscal year ended December 31, 1988
television systems owned by Windsor (File No. 33-15502)
Cablevision, Inc. between Williamston Cable
Television, Inc. and Windsor Cablevision,
Inc. dated as of March 7, 1988

10.1.4 Agreement between TCS, Registrant, Exhibit 10.1 to Registrant's Form 8-K Report dated
Commonwealth Capital Partners, L.P., and December 14, 1992
other parties, dated December 14, 1992 (File No. 0-16690)

10.1.5 Management Agreement dated as of June 30, Exhibit 10.1.1 to Registrant's Annual Report on Form
1992 between ML Media Opportunity Partners, 10-K for the fiscal year ended December 31, 1992
L.P. and Cablevision Systems Corporation (File No. 0-16690)

10.2 Promissory Note from Williamston Cable Exhibit 10.2 to Registrant's Annual Report on Form
Television, Inc. to Windsor Cablevision, Inc. 10-K for the fiscal year ended December 31, 1988
(File No. 33-15502)

10.2.0 Services Agreement between Registrant, TCS Exhibit 10.2 to Registrant's Form 8-K Report dated
Management Corp., and Commonwealth Capital December 14, 1992
Partners, L.P., dated December 14, 1992 (File 0-16690)

10.2.1 Asset Purchase Agreement dated November 16, Exhibit 10.2.1 to Registrant's Quarterly Report on
1993 between Tar River Communications, Inc. Form 10-Q for the quarter ended September 30, 1993
and Registrant (File No. 0-16690)

10.3.1 Securities Purchase Agreement dated May 13, Exhibit 28.1 to Registrant's Quarterly Report on
1988 relating to Prime Cable Systems Form 10-Q for the quarter ended
June 30, 1988
(File No. 0-16690)

10.3.2 Amendment No. 1 to Securities Purchase Exhibit 2(b) to Amendment No. 2 to the Registration
Agreement, dated as of October 21, 1988 Statement of Maryland Cable Corp.
(File No. 33-23679)

10.3.3 Amendment No. 2 to Securities Purchase Exhibit 2(c) to Maryland Cable Corp.'s Annual Report
Agreement, dated as of October 28, 1988 on Form 10-K for the fiscal year ended December 31,
1989 (File No. 33-23679)

10.3.4 Purchase and Sale Agreement dated January 22, Exhibit 10.3.4 to Registrant's Annual Report on Form
1993 between Maryland Cable Corp. and 10-K for the fiscal year ended December 31, 1992
Benchmark Acquisition Fund I Limited (File No. 0-16690)
Partnership

10.4 Credit Agreement dated November 4, 1988 Exhibit 28.2 to Registrant's Quarterly Report on
between Maryland Cable Corp., and Citibank, Form 10-Q for the quarter ended
N.A., as agent June 30, 1988
(File No. 0-16690)

10.5 Maryland Cable Corp. to Security Pacific Exhibit 4(a) to Maryland Cable Corp.'s Annual Report
National Trust Company (New York) Trustee - on Form 10-K for the fiscal year ended December 31,
Indenture Dated as of November 15, 1988 - 1989 (File No. 33-23679)
$162,406,000 Senior Subordinated Discount
Notes due 1988

10.6 Asset Purchase Agreement dated December 21, Exhibit 10.6 to Registrant's Annual Report on Form
1988 by and between CBN Continental 10-K for the fiscal year ended December 31, 1988
Broadcasting Network, Inc., and ML Media (File No. 33-15502)
Opportunity Partners, L.P.

10.7 Agency and Cost Allocation Agreement, as Exhibit 10(a) to Maryland Cable Corp.'s Annual
amended Report on Form 10-K for the fiscal year ended
December 31, 1989 (File No. 33-23679)

10.8 Fee Sharing Agreement between ML Media Exhibit 10(b) to Maryland Cable Corp.'s Annual
Opportunity Partners, L.P. and Maryland Cable Report on Form 10-K for the fiscal year ended
Corp. December 31, 1989 (File No. 33-23679)

10.9 Subordination Agreement by and among ML Media Exhibit 28(a) to Maryland Cable Corp.'s Annual
Opportunity Partners, L.P., Maryland Cable Report on Form 10-K for the fiscal year ended
Corp. and Security Pacific National Trust December 31, 1989 (File No. 33-23679)
Company (New York) as trustee

10.10.1 Guaranty of Cellular Holdings, Inc. dated May Exhibit 10.10.1 to Registrant's Quarterly Report on
19, 1989 Form 10-Q for the quarter ended June 30, 1989
(File No. 0-16690)

10.10.2 Security and Pledge Agreement between Exhibit 10.10.2 to Registrant's Quarterly Report on
Cellular Holdings, Inc. and ML Media Form 10-Q for the quarter ended June 30, 1989
Opportunity Partners, L.P. dated as of May (File No. 0-16690)
19, 1989

10.10.3 Subscription and Purchase Agreement 666,667 Exhibit 10.10.3 to Registrant's Quarterly Report on
shares of Series A Convertible Preferred Form 10-Q for the quarter ended June 30, 1989
Stock of General Cellular Corp. Dated as of (File No. 0-16690)
May 19, 1989

10.10.4 Certificate of Designations, Preferences, and Exhibit 10.10.4 to Registrant's Quarterly Report on
Relative Rights of Series A Convertible Form 10-Q for the quarter ended June 30, 1989
Preferred Stock of General Cellular (File No. 0-16690)
Corporation

10.10.5 Registration Rights Agreement Dated as of May Exhibit 10.10.5 to Registrant's Quarterly Report on
19, 1989 between General Cellular Corp. and Form 10-Q for the quarter ended June 30, 1989
ML Media Opportunity Partners, L.P. (File No. 0-16690)

10.11 Limited Partnership Agreement between Bob Exhibit 10.11 to Registrant's Quarterly Report on
Banner Associates, the Gary L. Pudney Co. and Form 10-Q for the quarter ended June 30, 1989
ML Media Opportunity Productions, Inc. and ML (File No. 0-16690)
Media Opportunity Partners, L.P.

10.12 Stockholders Agreement dated as of September Exhibit 10.12 to Registrant's Annual Report on Form
1, 1989 among Mediaventures International 10-K for the fiscal year ended December 31, 1991
Limited, ML Media Opportunity Partners, L.P., (File No. 0-16690)
Peter Clark and Alan Morris

10.13 Limited Partnership Agreement of European Exhibit 10.13 to Registrant's Annual Report on Form
Media Partners dated as of September 1, 1989 10-K for the fiscal year ended December 31, 1991
among Mediaventures Limited, ML Media (File No. 0-16690)
Opportunity Europe, Inc. and ML Media
Opportunity Partners, L.P.

10.14 Stock Purchase Agreement dated as of January Exhibit 10.14 to Registrant's Annual Report on Form
17, 1990 between Malcolm Glazer and TCS 10-K for the fiscal year ended December 31, 1991
Television Partners, L.P. (File No. 0-16690)

10.15 Limited Partnership Agreement of TCS Exhibit 10.15 to Registrant's Annual Report on Form
Television Partners, L.P. dated January 17, 10-K for the fiscal year ended December 31, 1991
1990 between Riverdale Media Corp. and ML (File No. 0-16690)
Media Opportunity Partners, L.P.

10.16 First Amendment to Credit Agreement dated as Exhibit 10.16 to Registrant's Annual Report on Form
of November 14, 1989 by and among Maryland 10-K for the fiscal year ended December 31, 1991
Cable Corp., and Citibank, N.A., as Agent (File No. 0-16690)

10.17 Second Amendment to Credit Agreement dated Exhibit 10.17 to Registrant's Annual Report on Form
March 30, 1990 by and among Maryland Cable 10-K for the fiscal year ended December 31, 1991
Corp. and Citibank, N.A., as Agent (File No. 0-16690)

10.18 Security and Pledge Agreement between Exhibit 10.18 to Registrant's Annual Report on Form
General Cellular Corporation and ML 10-K for the fiscal year ended December 31, 1991
Media Opportunity Partners, L.P. dated (File No. 0-16690)
as of June 15, 1990

10.19 Employment Agreement dated June 22, 1990 Exhibit 10.19 to Registrant's Annual Report on Form
between Jessica J. Josephson and 10-K for the fiscal year ended December 31, 1991
International Media Publishing, Inc. (File No. 0-16690)

10.19.1 Agreement dated November 1, 1992 between Exhibit 10.19.1 to Registrant's Annual Report on
Venture Media and Communications, L.P., ML Form 10-K for the fiscal year ended December 31, 1992
Media Opportunity Partners, L.P., Jessica J. (File No. 0-16690)
Josephson, International Media Strategies,
Inc. and International Media Publishing, L.P.

10.20 Limited Partnership Agreement of Exhibit 10.20 to Registrant's Annual Report on Form
International Media Publishing L.P. dated 10-K for the fiscal year ended December 31, 1991
June 22, 1990 (File No. 0-16690)

10.20.1 Bill of Sale and Agreement dated as of July Exhibit 10.20.1 to Registrant's Quarterly Report on
16, 1993 between International Media Form 10-Q for the quarter ended June 30, 1993
Publishing, L.P. and Phillips Business (File No. 0-16690)
Information Inc.

10.20.2 Bill of Sale and Agreement dated as of July Exhibit 10.20.2 to Registrant's Quarterly Report on
16, 1993 between Intelidata Limited and Form 10-Q for the quarter ended June 30, 1993
Phillips Business Information Inc. (File No. 0-16690)

10.20.3 Sale and Purchase Agreement dated as of Exhibit 10.20.3 to Registrant's Quarterly Report on
August 6, 1993 between Intelidata Limited and Form 10-Q for the quarter ended September 30, 1993
Romtec plc. (File No. 0-16690)

10.21 TCS Television Partners, L.P. Note Purchase Exhibit 10.21 to Registrant's Annual Report on Form
Agreement dated June 1, 1990 10-K for the fiscal year ended December 31, 1991
(File No. 0-16690)

10.22 Amended and Restated Credit Agreement dated Exhibit 10.22 to Registrant's Annual Report on Form
as of September 6, 1991, among Maryland Cable 10-K for the fiscal year ended December 31, 1991
Corp., Maryland Cable Holdings Corp. and (File No. 0-16690)
Citibank, N.A. as Agent

10.23 Participation Agreement dated as of September Exhibit 10.23 to Registrant's Annual Report on Form
6, 1991, among ML Cable Partners, L.P. and 10-K for the fiscal year ended December 31, 1991
Citibank, N.A., as Agent (File No. 0-16690)

10.24 Limited Partnership Agreement of ML Cable Exhibit 10.24 to Registrant's Annual Report on Form
Partners, L.P. dated as of September 4, 1991 10-K for the fiscal year ended December 31, 1991
(File No. 0-16690)

10.25 Certificate of Limited Partnership of ML Exhibit 10.25 to Registrant's Annual Report on Form
Cable Partners, L.P. 10-K for the fiscal year ended December 31, 1991
(File No. 0-16690)

10.26 Warrant Purchase Agreement dated as of Exhibit 10.26 to Registrant's Annual Report on Form
September 6, 1991, among Maryland Cable 10-K for the fiscal year ended December 31, 1991
Holdings Corp. and Citibank, N.A., as Agent (File No. 0-16690)

10.27 Class A Warrant to Purchase Common Stock of Exhibit 10.27 to Registrant's Annual Report on Form
Maryland Cable Holdings Corp., dated 10-K for the fiscal year ended December 31, 1991
September 6, 1991 (File No. 0-16690)

10.28 Amended and Restated Subordination Agreement Exhibit 10.28 to Registrant's Annual Report on Form
dated as of September 6, 1991, among 10-K for the fiscal year ended December 31, 1991
Registrant, Maryland Cable Corp., Maryland (File No. 0-16690)
Cable Holdings Corp. and Citibank, N.A. as
Agent

10.29 Amendatory Agreement, dated as of September Exhibit 10.29 to Registrant's Annual Report on Form
6, 1991 among Maryland Cable Corp., Maryland 10-K for the fiscal year ended December 31, 1991
Cable Holdings Corp., and Citibank, N.A. as (File No. 0-16690)
Agent

10.30 Amended and Restated Guaranty to Maryland Exhibit 10.30 to Registrant's Annual Report on Form
Cable Corp., dated as of September 6, 1991, 10-K for the fiscal year ended December 31, 1991
by Citibank, N.A. as Agent, and Maryland (File No. 0-16690)
Cable Holdings Corp.

10.31 Agent's Fee Agreement dated as of September Exhibit 10.31 to Registrant's Annual Report on Form
6, 1991, between Citibank, N.A. and Maryland 10-K for the fiscal year ended December 31, 1991
Cable Corp. (File No. 0-16690)

10.32 Co-Sale Agreement dated as of September 6, Exhibit 10.32 to Registrant's Annual Report on Form
1991, among Registrant and Maryland Cable 10-K for the fiscal year ended December 31, 1991
Holdings Corp. (File No. 0-16690)

10.33 Agreement for the Sale and Purchase of Exhibit 10.33 to Registrant's Annual Report on Form
Information Research Division 10-K for the fiscal year ended December 31, 1991
of Logica UK Limited, dated December (File No. 0-16690)
17, 1991

10.34 Memorandum and Articles of Association of Exhibit 10.34 to Registrant's Annual Report on Form
Intelidata Limited, dated as of October 10-K for the fiscal year ended December 31, 1991
18, 1991 (File No. 0-16690)

10.35 Agreement among Bob Banner Associates, The Exhibit 10.35 to Registrant's Annual Report on Form
Gary L. Pudney Co., ML Media Opportunity 10-K for the fiscal year ended December 31, 1991
Productions, Inc., and Registrant for (File No. 0-16690)
withdrawal of Bob Banner Associates and the
Gary L. Pudney Co. as General Partners from
Paradigm Entertainment L.P. dated May 31, 1991

10.35.1 Partnership Agreement dated June 23, 1992 Exhibit 10.35.1 to Registrant's Annual Report on
among Bob Banner Associates, Inc. and Form 10-K for the fiscal year ended December 31, 1992
Paradigm Entertainment, L.P. (File No. 0-16690)

10.36a Articles of Association of Media Ventures Exhibit 10.36a to Quarterly Report on Form 10-Q for
Investments Ltd. the quarter ended March 31, 1992
(File No. 0-16690)

10.36b Special Resolution of Media Ventures Exhibit 10.36b to Quarterly Report on Form 10-Q for
Investments Ltd. the quarter ended March 31, 1992
(File No. 0-16690)

10.36c Articles of Association of European Media Exhibit 10.36c to Quarterly Report on Form 10-Q for
Partners, Ltd. the quarter ended March 31, 1992
(File No. 0-16690)

10.36d Special Resolution of European Media Exhibit 10.36d to Quarterly Report on Form 10-Q for
Partners, Ltd. the quarter ended March 31, 1992
(File No. 0-16690)

10.36e Certificate of Incorporation on Change of Exhibit 10.36e to Quarterly Report on Form 10-Q for
Name (various) the quarter ended March 31, 1992
(File No. 0-16690)

10.36f Resolution of Investment by ALP Enterprises Exhibit 10.36f to Quarterly Report on Form 10-Q for
in European Media Partners, Ltd. the quarter ended March 31, 1992
(File No. 0-16690)

10.36g Resolution of initial ownership structure of Exhibit 10.36g to Quarterly Report on Form 10-Q for
European Media Partners, Ltd. the quarter ended March 31, 1992
(File No. 0-16690)

10.36h Agreement to transfer of International Exhibit 10.36h to Quarterly Report on Form 10-Q for
Programme Ventures Limited to European Media the quarter ended March 31, 1992
Partners, Ltd. (File No. 0-16690)

10.36i Agreement for the Sale and Purchase of 50% of Exhibit 10.36i to Quarterly Report on Form 10-Q for
the issued Share Capital of Neomedion Ltd. the quarter ended March 31, 1992
(File No. 0-16690)

10.36j Listing of Shareholders at May 14, 1992 of Exhibit 10.36j to Quarterly Report on Form 10-Q for
Mediaventures Investments Ltd., European the quarter ended March 31, 1992
Media Partners, Ltd. and Neomedion Ltd. (File No. 0-16690)

10.37 Management Agreement by and between Fairfield Exhibit 10.37 to Quarterly Report on Form 10-Q for
Communications, Inc. and ML Media Partners, the quarter ended June 30, 1993
L.P. and Registrant dated May 15, 1993 (File No. 0-16690)

10.37.1 Sharing Agreement by and among ML Media Exhibit 10.37.1 to Quarterly Report on Form 10-Q for
Partners, L.P., Registrant, RP Companies, the quarter ended June 30, 1993
Inc., Radio Equity Partners, Limited (File No. 0-16690)
Partnership and Fairfield Communications, Inc.

10.37.2 Option Agreement by and between U.S. Radio, Exhibit 10.37.2 to Registrant's Annual Report on
Inc. and Registrant relating to station Form 10-K for the fiscal year ended December 31, 1993
WMXN-FM dated January 25, 1994 (File No. 0-16690)

10.37.3 Time Brokerage Agreement by and between U.S. Exhibit 10.37.3 to Registrant's Annual Report on
Radio, L.P. and Registrant relating to Form 10-K for the fiscal year ended December 31, 1993
station WMXN-FM dated January 25, 1994 (File No. 0-16690)

10.38 Order of the United States Bankruptcy Court, Exhibit 10.01 to Quarterly Report on Form 10-Q for
Southern District of New York, approving the quarter ended March 31, 1994
nonmaterial modifications to the consolidated (File No. 0-16690)
prepackaged plan of reorganization of
Maryland Cable Corp. and Maryland Cable
Holdings Corp.

10.39 Order of the United States Bankruptcy Court, Exhibit 10.02 to Quarterly Report on Form 10-Q for
Southern District of New York, confirming the quarter ended March 31, 1994
debtors' first amended consolidated (File No. 0-16690)
prepackaged debtors' first amended
consolidated prepackaged plan of
reorganization under Chapter 11 of the United
States Bankruptcy Code

10.40 Exchange agreement and plan of merger by and Exhibit 10.01 to Quarterly Report on Form 10-Q for
among Registrant, Western Wireless the quarter ended June 30, 1994
Corporation, Markets Cellular Limited (File No. 0-16690)
Partnership and others dated July 20, 1994

10.41 Stockholders agreement by and among Western Exhibit 10.02 to Quarterly Report on Form 10-Q for
Wireless Corporation, Registrant and others the quarter ended June 30, 1994
dated July 29, 1994 (File No. 0-16690)

10.42 Asset purchase agreement between ML Media Exhibit 10.01 to Quarterly Report on Form 10-Q for
Opportunity Partners, L.P. and US Radio of the quarter ended September 30, 1994
Norfolk, Inc. dated October 26, 1994 (File No. 0-16690)

10.43 Agreement between ML Media Opportunity Exhibit 10.02 to Quarterly Report on Form 10-Q for
Partners, L.P., MV Technology Limited, ALP the quarter ended September 30, 1994
Enterprises Inc., European Media Partners (File No. 0-16690)
Limited, and others dated August 12, 1994

10.44 Share sale agreement between ML Media Exhibit 10.03 to Quarterly Report on Form 10-Q
Opportunity Partners, L.P., ALP Enterprises, for the quarter ended September 30, 1994
Inc., European Media Partners Limited, and (File No. 0-16690)
others dated August 12, 1994

10.45 Agreement by and among Bob Banner Associates, Exhibit 10.01 to Quarterly Report on Form 10-Q
Inc. and Paradigm for the quarter ended September 30, 1995
(File No. 0-16690)

10.46 Agreement dated as of Exhibit 10.01 to Quarterly Report on Form 10-Q
September 17, 1996, between TCS and CIGNA for the quarter ended September 30, 1996
Investments Inc. (File No. 0-16690)

10.47 Stock purchase agreement dated December 30, Exhibit 10.1 to Registrant's Form 8-K Report dated
1996 among TCS Television Partners, L.P., December 30, 1996
TCS Television, Inc., Fabri Development (File No. 0-16690)
Corporation and Nexstar Broadcasting Group,
L.L.C.

27.0 Financial Data Schedule to Form 10-K Report
for the fiscal year ended December 31, 1999

99.1 Pages 13 through 21 and 41 through 50 of Exhibit 28.1 to Registrant's Annual Report on Form
Prospectus of the Partnership dated December 10-K for the fiscal year ended December 31, 1987
31, 1987, filed pursuant to Rule 424(b) under (File No. 33-15502)
the Securities Act of 1933

99.2 Pages 12 through 15, 17, 18, 22 through 25, Exhibit 28.2 to Registrant's Annual Report on Form
41 through 53 and 55 through 72 of Prospectus 10-K for the fiscal year ended December 31, 1988
for Maryland Cable Corp.'s offering of (File No. 33-15502)
$162,406,000 Senior Subordinated Discount
Notes due 1998 and Maryland Cable Holdings
Corp.'s offering of 2,000,000 Shares of Class
B common Stock

99.3 Registrant's Proposed Letter to Limited Exhibit 99.3 to Registrant's Annual Report on Form
Partners dated April 2, 1997 10-K for the fiscal year ended December 31, 1996
(File No. 0-16690)

99.4 Merrill Lynch, Pierce, Fenner & Smith Exhibit 99.4 to Registrant's Annual Report on Form
Incorporated's Proposed Letter to Limited 10-K for the fiscal year ended December 31, 1996
Partners dated April 2, 1997 (File No. 0-16690)

</TABLE>

(b) Reports on Form 8-K.

None.

See (a)(3) above.

(d) Financial Statement Schedules.

See (a)(2) above.

<PAGE>

SIGNATURES
- ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

ML MEDIA OPPORTUNITY PARTNERS, L.P.
By: Media Opportunity Management Partners
General Partner

By: ML Opportunity Management Inc.

Dated: March 30, 2000 /s/ Kevin K. Albert
--------------------------------------
Kevin K. Albert
Director and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant in the
capacities and on the dates indicated.

RP OPPORTUNITY MANAGEMENT, L.P.

By: IMP Opportunity Management Inc.
a general partner

<TABLE>
<CAPTION>
Signature Title Date
------------- ---------------- -------------
<S> <C> <C>
/s/ I. Martin Pompadur Director and President(principal March 30, 2000
- -------------------------- executive officer of the Registrant)
(I. Martin Pompadur)

/s/ Elizabeth McNey Yates Executive Vice President March 30, 2000
- --------------------------
(Elizabeth McNey Yates)

</TABLE>

ML OPPORTUNITY MANAGEMENT INC. ("MLOM")
<TABLE>
<CAPTION>
Signature Title Date
------------- ---------------- -------------
Each with respect to MLOM
unless otherwise noted)

<S> <C> <C>
/s/ Kevin K. Albert Director and President March 30, 2000
- ----------------------------
(Kevin K. Albert)

/s/ James V. Caruso Director and Executive Vice President March 30, 2000
- ----------------------------
(James V. Caruso)

/s/ Michael A. Giobbe Director and Vice President March 30, 2000
- ----------------------------
(Michael A. Giobbe)

/s/ Sandhya Rana Vice President and Treasurer (principal March 30, 2000
- ---------------------------- accounting officer and principal
(Sandhya Rana) financial officer of the Registrant)

</TABLE>

<ARTICLE> 5

<LEGEND> This schedule contains summary financial information extracted from the
year ended 1999 Form 10-K Consolidated Balance Sheets and Consolidated
Statements of Operations as of December 31, 1999, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 10,613
<SECURITIES> 0
<RECEIVABLES> 71
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,684
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,684
<CURRENT-LIABILITIES> 2,278
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,406
<TOTAL-LIABILITY-AND-EQUITY> 10,684
<SALES> 0
<TOTAL-REVENUES> 478
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,124
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,646)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,646)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,646)
<EPS-BASIC> (14.53)
<EPS-DILUTED> 0

</TABLE>