SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2000
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.)
Two World Financial Center
14th Floor
New York, New York 10281-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 236-6577
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
----- -----
<PAGE>
ML Media Opportunity Partners, L.P.
Part 1 - Financial Information.
Item 1. Financial Statements.
TABLE OF CONTENTS
Consolidated Balance Sheets as of March 31, 2000 (Unaudited) and December 31,
1999 (Unaudited)
Consolidated Statements of Operations for the three months ended March 31, 2000
(Unaudited) and March 31, 1999 (Unaudited)
Consolidated Statements of Cash Flows for the three months ended March 31, 2000
(Unaudited) and March 31, 1999 (Unaudited)
Consolidated Statements of Changes in Partners' Capital for the three months
ended March 31, 2000 (Unaudited)
Notesto Consolidated Financial Statements for the three months ended March 31,
2000 (Unaudited)
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2000 (UNAUDITED)
AND DECEMBER 31, 1999 (UNAUDITED)
Notes March 31, 2000 December 31, 2000
----- -------------- -----------------
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 10,762,886 $ 10,613,295
Interest and other receivables 69,004 70,734
-------------- --------------
TOTAL ASSETS $ 10,831,890 $ 10,684,029
============== ==============
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
Accounts payable and accrued liabilities $ 2,298,864 $ 2,277,592
-------------- --------------
Total Liabilities 2,298,864 2,277,592
-------------- --------------
Commitments and contingencies 2,3
Partners' Capital:
General Partner:
Capital contributions, net of offering expenses 1,019,428 1,019,428
Additional capital contributions 2 31,885,724 31,417,939
Transfer from General Partner
to Limited partners 2 (31,803,587) (31,340,480)
Cumulative cash distributions (362,496) (362,496)
-------------- --------------
Cumulative loss (633,247) (629,835)
-------------- --------------
105,822 104,556
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 31,803,587 31,340,480
Tax allowance cash distribution (2,040,121) (2,040,121)
Other cumulative cash distributions 2 (59,559,029) (59,559,029)
Cumulative loss (62,691,549) (62,353,765)
-------------- --------------
8,427,204 8,301,881
-------------- --------------
Total Partners' Capital 8,533,026 8,406,437
-------------- --------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 10,684,029 $ 10,831,890
============== ==============
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000 (UNAUDITED)
AND MARCH 31, 1999 (UNAUDITED)
2000 1999
------------ ------------
<S> <C> <C>
Interest and other income $ 141,745 $ 109,219
Partnership Operating Expenses:
Professional fees and other 15,156 124,277
Services provided by the General Partner 467,785 461,199
------------ ------------
482,941 585,476
------------ ------------
Net Loss $ (341,196) $ (476,257)
============ ============
Per Unit of Limited Partnership Interest:
Net Loss $ (3.01) $ (4.20)
============ ============
Number of Units 112,147.1 112,147.1
============ ============
See Notes to Consolidated Financial Statements (Unaudited).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
AND MARCH 31, 1999 (UNAUDITED)
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (341,196) $ (476,257)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Services provided by the General Partner 467,785 461,199
Changes in operating assets and liabilities:
Interest and other receivables 1,730 4,092
Other assets - 89,191
Accounts payable and accrued liabilities 21,272 29,678
------------ ------------
Net cash provided by operating activities 149,591 107,903
------------ ------------
Net increase in cash and cash equivalents 149,591 107,903
Cash and cash equivalents at beginning of year 10,613,295 10,152,858
------------ ------------
Cash and cash equivalents at end of period $ 10,762,886 $ 10,260,761
============ ============
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES
IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
General Limited
Partner Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
Partners' Capital as of January 1, 2000 $ 104,556 $ 8,301,881 $ 8,406,437
Net loss (3,412) (337,784) (341,196)
Additional capital contributions 467,785 - 467,785
Transfer from General Partner to Limited partners (463,107) 463,107 -
------------ ------------ ------------
Partners' Capital as of March 31, 2000 $ 105,822 $ 8,427,204 $ 8,533,026
============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited).
<PAGE>
ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
ML Media Opportunity Partners, L.P. (the "Partnership") was formed and the
Certificate of Limited Partnership was filed under the Delaware Revised Uniform
Limited Partnership Act on June 23, 1987. Operations commenced on March 23, 1988
with the first closing of the sale of units of limited partnership interest
("Units"). Subscriptions for an aggregate of 112,147.1 Units were accepted and
are now outstanding.
Media Opportunity Management Partners (the "General Partner") is a joint
venture, organized as a general partnership under the laws of the State of New
York, between RP Opportunity Management, L.P. ("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.
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
They do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of the
General Partner, the financial statements include all adjustments necessary to
reflect fairly the financial position of the Partnership as of March 31, 2000
and the results of operations, cash flows and partners' capital of the
Partnership for the interim periods presented. All adjustments are of a normal
recurring nature. The results of operations for the three months ended March 31,
2000 are not necessarily indicative of the results of operations for the entire
year.
Additional information, including the audited year end 1999 Financial Statements
and the Significant Accounting Policies, is included in the Partnership's filing
on Form 10-K for the year ended December 31, 1999 on file with the Securities
and Exchange Commission.
2. Liquidity and Summary of Investment Status
As of March 31, 2000, the Partnership had $10,762,886 in cash and cash
equivalents.
As of March 31, 2000, the Partnership's obligations and contingencies relating
to its former investments 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 intends 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.
Pursuant to an amendment to the Partnership Agreement dated March 24, 1997, 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 the first quarter of 2000 and 1999 of $467,785 and $461,199,
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. In
conjunction with the General Partner's capital increase, a transfer was made to
the limited partners' capital for the limited partners' share (99%) of the
capital contribution of such services. The foregoing expense and capital
transfer have no effect on the capital of the limited partners or the General
Partner.
3. 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 the Partnership,
against the Partnership, the General Partner, the General Partner's two
partners, MLOM and RPOM, Merrill Lynch & Co., Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("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 served their brief in opposition to
the appeal, arguing that the court should affirm the Supreme Court's order
dismissing plaintiffs' complaint; oral argument of this appeal is scheduled for
May 19, 2000. Defendants have also served papers in opposition to the
plaintiffs' motion for leave to amend their complaint; oral argument on this
matter has been heard and the parties are awaiting a decision.
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 three months ended March 31, 2000
and 1999, the Partnership incurred approximately $11,000 and $28,000,
respectively, for legal costs relating to such indemnification. Such cumulative
costs amount to approximately $525,000 through March 31, 2000.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources.
As of March 31, 2000, Registrant had $10,762,886 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. As of March 31, 2000, Registrant's
obligations and contingencies relating to its former investments amounted to
approximately $1.7 million, in the aggregate, and are recorded as a liability in
the financial statements of Registrant. The General Partner intends to resolve
these obligations and contingencies 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 such 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 the Partnership Agreement (the "Amendment") dated
March 24, 1997, 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 the first quarter of 2000 of $467,785 has been treated in the
accompanying statement of operations as an expense with a corresponding increase
in General Partner's capital due to the capital contributions for services
provided by the General Partner. In conjunction with the General Partner's
capital increase, a transfer was made to the limited partners' capital for 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, Pierce, Fenner & Smith
Incorporated ("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 served their brief in opposition to the
appeal, arguing that the court should affirm the Supreme Court's order
dismissing plaintiffs' complaint; oral argument of this appeal is scheduled for
May 19, 2000. Defendants have also served papers in opposition to the
plaintiffs' motion for leave to amend their complaint; oral argument on this
matter has been heard and the parties are awaiting a decision.
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 first quarter ended March 31, 2000
and 1999, Registrant incurred approximately $11,000 and $28,000, respectively,
for legal costs relating to such indemnification. Such cumulative costs amount
to approximately $525,000 through March 31, 2000.
Forward Looking Information
In addition to historical information contained or incorporated by reference in
this report on Form 10-Q, Registrant may make or publish forward-looking
statements about management expectations, strategic objectives, business
prospects, anticipated financial performance, and other similar matters. In
order to comply with the terms of the safe harbor for such statements provided
by the Private Securities Litigation Reform Act of 1995, Registrant notes that a
variety of factors, many of which are beyond its control, affect its operations,
performance, business strategy, and results and could cause actual results and
experience to differ materially from the expectations expressed in these
statements. These factors include, but are not limited to, the effect of
changing economic and market conditions, trends in business and finance and in
investor sentiment, the level of volatility of interest rates, the impact of
current, pending, and future legislation and regulation both in the United
States and throughout the world, and the other risks and uncertainties detailed
in this Form 10-Q. Registrant undertakes no responsibility to update publicly or
revise any forward-looking statements.
Results of Operations.
2000 vs. 1999
Registrant generated a net loss of approximately $341,000 in the first three
months of 2000, which was comprised of services provided by the General Partner
of approximately $468,000, professional fees and other expenses of approximately
$15,000, partially offset by interest and other income of approximately
$142,000.
Registrant generated a net loss of approximately $476,000 in the first three
months of 1999, which was comprised of services provided by the General Partner
of approximately $461,000, professional fees and other expenses of approximately
$124,000, partially offset by interest and other income of approximately
$109,000.
The decrease in net loss of approximately $135,000 from the 1999 period is
primarily attributable to a decrease in wind up costs, as well as an increase in
interest income due to higher cash balances at the Parent level for the 2000
period.
Registrant's net income/(loss), excluding services provided by the General
Partner, due to the termination of Registrant's obligation to pay for management
fees since 1996, was approximately $127,000 and ($15,000), for the first three
months of 2000 and 1999, respectively.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
As of March 31, 2000, 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>
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
On August 29, 1997, a purported class action was commenced in New York Supreme
Court, New York County, on behalf of the limited partners of Registrant, against
Registrant, 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 served papers in opposition to the appeal,
arguing that the court should affirm the Supreme Court's order dismissing
plaintiffs' complaint; oral argument of this appeal is scheduled for May 19,
2000. Defendants have also served papers in opposition to the plaintiffs' motion
for leave to amend their complaint; oral argument on this matter has been heard
and the parties are awaiting a decision.
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 first quarter ended March 31,
2000, Registrant incurred approximately $11,000 for legal costs relating to such
indemnification. Such cumulative costs amount to approximately $525,000 through
March 31, 2000.
Registrant is not aware of any other material legal proceedings.
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
A). Exhibits:
Exhibit # Description
27. Financial Data Schedule
B). Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ML MEDIA OPPORTUNITY PARTNERS, L.P.
By: Media Opportunity Management Partners
General Partner
By: RP Opportunity Management, L.P.
General Partner
By: IMP Opportunity Management Inc.
Dated: May 15, 2000 /s/ I. Martin Pompadur
--------------------------------------
I. Martin Pompadur
Director and President
(principal executive officer
of the Registrant)
Dated: May 15, 2000 /s/ Elizabeth McNey Yates
---------------------------------------
Elizabeth McNey Yates
Executive Vice President
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ML MEDIA OPPORTUNITY PARTNERS, L.P.
By: Media Opportunity Management Partners
General Partner
By: ML Opportunity Management, Inc.
Dated: May 15, 2000 /s/ Kevin K. Albert
-----------------------------------------
Kevin K. Albert
Director and President
Dated: May 15, 2000 /s/ James V. Caruso
-----------------------------------------
James V. Caruso
Director and Executive Vice President
Dated: May 15, 2000 /s/ Michael A. Giobbe
-----------------------------------------
Michael A. Giobbe
Director and Vice President
Dated: May 15, 2000 /s/ Sandhya Rana
-----------------------------------------
Sandhya Rana
Vice President and Treasurer
(principal accounting officer and
principal financial officer
of Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from the
Form 10-Q Consolidated Balance Sheets as of March 31, 2000 and Consolidated
Statements of Operations for the three months ended March 31, 2000, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2001
<PERIOD-END> MAR-31-2000
<CASH> 10,763
<SECURITIES> 0
<RECEIVABLES> 69
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,832
<PP&E> 0
<DEPRECIATION> 0
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0
0
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</TABLE>
