10-K 1 mlmedia10k2003.txt Items 8 and 15 (a) (1) and (2) and corresponding references in Items 1, 6, 7 and 7A are omitted from this filing for the reasons described in Item 15. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 26, 2003 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 0-14871 ML MEDIA PARTNERS, L.P. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3321085 ------------------------------------------------------------------------------- (State or other jurisdiction of organization) (IRS Employer Identification No.) Four World Financial Center - 23rd Floor New York, New York 10080 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 288-3694 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 No X ------ --------- 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 ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No ----- ----- As of March 1, 2004, 187,061 units of limited partnership interest ("Units") were held by non-affiliates of the registrant. There is no established public trading market for such Units. 6 Part I Item 1. Business. -------- Formation ML Media Partners, L.P. (the "Registrant" or the "Partnership"), a Delaware limited partnership, was organized February 1, 1985. Media 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 Media Management ("RPMM") and ML Media Management Inc. ("MLMM"). MLMM, a Delaware corporation, is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. and an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). RPMM was organized as a general partnership under New York law, consisting of The Elton H. Rule Company and IMP Media Management Inc. As a result of the death of Elton H. Rule, the owner of The Elton H. Rule Company, the general partner interest of The Elton H. Rule Company was acquired by IMP Media Management Inc., a corporation controlled by I. Martin Pompadur and a corporation wholly-owned by I. Martin Pompadur. 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. On February 4, 1986, Registrant commenced the offering through Merrill Lynch of up to 250,000 units of limited partnership interest ("Units") at $1,000 per Unit. Registrant held four closings of Units; the first for subscriptions accepted prior to May 14, 1986 representing 144,990 Units aggregating $144,990,000; the second for subscriptions accepted thereafter and prior to October 9, 1986 representing 21,540 Units aggregating $21,540,000; the third for subscriptions accepted thereafter and prior to November 18, 1986 representing 6,334 Units aggregating $6,334,000; and the fourth and final closing of Units for subscriptions accepted thereafter and prior to March 2, 1987 representing 15,130 Units aggregating $15,130,000. At these closings, including the initial limited partner capital contribution, subscriptions for an aggregate of 187,994.1 Units representing the aggregate capital contributions of $187,994,100 were accepted. During 1989, the initial limited partner's capital contribution of $100 was returned. The Registration Statement relating to the offering was filed on December 19, 1985 pursuant to the Securities Act of 1933 under Registration Statement No. 33-2290 and was declared effective on February 3, 1986 and amendments thereto became effective on September 18, 1986, November 4, 1986 and on December 12, 1986 (such Registration Statement, as amended from and after each such date, the "Registration Statement"). Media Properties Century/ML Cable Venture As of December 26, 2003, Registrant's sole remaining operating investment in media properties is its 50% interest in Century/ML Cable Venture (the "Venture"), a joint venture, with Century Communications Corp. ("Century": a subsidiary of Adelphia Communications Corporation ("Adelphia")), that owns two cable television systems in Puerto Rico, as further described below, under Puerto Rico Investments. On December 13, 2001, Registrant entered into a Leveraged Recapitalization Agreement (the "Recapitalization Agreement") pursuant to which the Venture agreed to redeem Registrant's 50% interest in the Venture at a closing to be held on September 30, 2002, for a purchase price of $279.8 million. Highland Holdings ("Highland"), a Pennsylvania general partnership owned by members of the Rigas family (the controlling shareholders of Adelphia at that time), agreed to arrange financing for the Venture in the amount required to redeem Registrant's interest in the Venture and Adelphia agreed to guaranty the financing. If the Venture failed for any reason to redeem Registrant's 50% interest in the Venture, the Recapitalization Agreement required Adelphia to purchase Registrant's interest in the Venture at the same price and on the same terms that applied to the redemption in the Recapitalization Agreement. Century pledged its 50% interest in the Venture as security for Adelphia's obligation to consummate the purchase of Registrant's interest in the Venture if the Venture failed to redeem the interest. However, on June 10, 2002, Century filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York and, under bankruptcy law, Century's bankruptcy filing precludes Registrant from foreclosing at this time and will significantly delay Registrant's ability to foreclose on Century's 50% interest. On June 12, 2002, Registrant commenced an action against the Venture, Adelphia and Highland in New York Supreme Court, New York County, seeking specific performance of the Recapitalization Agreement and compensatory and punitive damages for breach by the defendants, including, but not limited to, payment of the full purchase price of $279.8 million for Registrant's interest in the Venture. After Century's bankruptcy filing, Century and Adelphia removed Registrant's action to the United States Bankruptcy Court for the Southern District of New York. Adelphia filed its own Chapter 11 bankruptcy on June 25, 2002, and Registrant's actions have been docketed as adversary proceedings before the Bankruptcy Judge overseeing the bankruptcy of Adelphia and Century. In addition, on September 30, 2002, Adelphia and Century, over the Registrant's objections, caused the Venture to file for bankruptcy protection. On June 21, 2002, the Bankruptcy Judge permitted Registrant to withdraw the $10 million that had been deposited in escrow by Highland as security for Highland's, Adelphia's and the Venture's performance of their obligations under the Recapitalization Agreement. Registrant amended its complaint to add Century as a defendant as well, and seeks damages for breach of the Recapitalization Agreement from all four defendants (the Venture, Adelphia, Century and Highland), as well as specific performance by Adelphia and Century of their obligations to turn over management rights of the Venture to Registrant. Thereafter, Registrant moved for judgment as a matter of law against all four defendants, and each of the defendants moved to dismiss the amended complaint. On January 17, 2003, the Bankruptcy Court denied defendants' motions, denied Registrant's motion in part and granted Registrant's motion in part, holding that, to the extent the Recapitalization Agreement is an enforceable contract, all defendants were in default under that contract by no later than October 1, 2002, the last possible date for consummation of the transactions contemplated by the Recapitalization Agreement Thereafter, on January 27, 2003, Adelphia and Century filed counterclaims seeking to have the Recapitalization Agreement declared unenforceable as a fraudulent conveyance and on the ground that the Recapitalization Agreement was procured by the alleged fraud of the Rigas family on Adelphia, and seeking additional unspecified damages. The Venture filed nearly identical counterclaims on April 30, 2003, seeking to have its own obligations under the Recapitalization Agreement declared unenforceable. Because the Partnership has sued Adelphia, Century, the Venture and Highland seeking to enforce its claim under the Recapitalization Agreement, and because the Partnership claims entitlement to the recovery of its damages and/or the sale proceeds from any of those entities, including the Venture, the Partnership is "adverse" to the Venture for this purpose, and the Venture has separate counsel. The Partnership has moved to have each of these counterclaims dismissed as a matter of law and to have the defendants' affirmative defenses stricken. Those motions have been briefed, oral arguments occurred on September 5, 2003 and the Partnership is awaiting decisions from the Court. On March 31, 2003, the Bankruptcy Court refused to turn over day-to-day management rights of the Venture to the Partnership, but granted the Partnership's motion requiring Adelphia and Century to accept or reject the Recapitalization Agreement by no later than June 30, 2003. Adelphia and Century have elected to reject the Recapitalization Agreement, an election that will be treated under the bankruptcy laws as a breach of the Recapitalization Agreement by Adelphia and Century (giving the Partnership a claim for damages against Adelphia and Century, payable through the bankruptcy proceedings of those entities, if the Recapitalization Agreement is held to be enforceable). As noted above, because each of Adelphia, Century, the Venture and Highland are jointly and severally obligated under the Recapitalization Agreement, the Partnership will be entitled to satisfy any judgment for damages from the assets of the Venture (which has sufficient net assets to satisfy such judgment) as well as from Adelphia, Century and Highland. In addition, on April 21, 2003, the Bankruptcy Court denied the Partnership's motion to dismiss the bankruptcy filing by the Venture. The creditors of the Venture have filed their claims against the Venture (including the claim of the Partnership for breach of the Recapitalization Agreement) and the Venture is in the process of reviewing such claims. The Venture will then be able to consider potential plans for reorganization that take these claims into account. Adelphia and Highland also seek recovery of the $10 million which had been deposited into escrow as security for Highland's, Adelphia's and the Venture's performance of their obligations under the Recapitalization Agreement and which the Bankruptcy Judge permitted the Partnership to withdraw in June 2002. Discovery proceedings with regard to the Partnership's claims and Adelphia and Century's counterclaims are continuing; however, due to the existence of criminal prosecution against the Rigas family, discovery on the Partnership's matter cannot be completed until after the conclusion of those criminal proceedings and, therefore, it is difficult to predict when the Partnership's matter may go to trial. Liquidated Media Properties The Partnership has completed the sale of the following media properties: o an AM and FM radio station combination in Bridgeport, Connecticut was sold on August 31, 1999; o a corporation which owns a FM radio station in Cleveland, Ohio was sold on January 28, 1999; o an AM and FM radio station combination in Anaheim, California was sold on January 4, 1999; o an AM and FM radio station combination and a background music service in San Juan, Puerto Rico was sold on June 3, 1998; o four cable television systems located in the California communities of Anaheim, Hermosa Beach/Manhattan Beach, Rohnert Park/Yountville, and Fairfield were sold on May 31, 1996; o a VHF television station located in Lafayette, Louisiana was sold on September 30, 1995; o a VHF television station located in Rockford, Illinois was sold on July 31, 1995; o an AM and FM radio station combination in Indianapolis, Indiana was sold on October 1, 1993; o the Universal Cable systems were sold on July 8, 1992; and o two radio stations, one located in Tulsa, Oklahoma and the other in Jacksonville, Florida, were sold on July 31, 1990. Puerto Rico Investments Cable Television Investments Pursuant to the management agreement and joint venture agreement dated December 16, 1986 (the "Joint Venture Agreement"), as amended and restated, between Registrant and Century, the parties formed the Venture under New York law, in which each has a 50% ownership interest. On December 16, 1986 the Venture, through its wholly-owned subsidiary corporation, Century-ML Cable Corporation ("C-ML Cable Corp."), purchased all of the stock of Cable Television Company of Greater San Juan, Inc. ("San Juan Cable"), and liquidated San Juan Cable into C-ML Cable Corp. C-ML Cable Corp., as successor to San Juan Cable, is the operator of the largest cable television system in Puerto Rico. On September 24, 1987, the Venture acquired all of the assets of Community Cable-Vision of Puerto Rico, Inc., Community Cablevision of Puerto Rico Associates, and Community Cablevision Incorporated (collectively, the "Community Companies"), which consisted of a cable television system serving the communities of Catano, Toa Baja and Toa Alta, Puerto Rico, which are contiguous to San Juan Cable. C-ML Cable Corp. and the Community Companies are herein referred to as C-ML Cable ("C-ML Cable"). On October 1, 1999, Adelphia through its wholly owned subsidiary Arahova Communications Inc. ("Arahova") consummated its acquisition of Century. While Adelphia's purchase included Century's 50% interest in C-ML Cable, it did not include a purchase of Registrant's 50% interest in C-ML Cable. On December 13, 2001, Registrant entered into the Recapitalization Agreement described above. Radio Investments On February 15, 1989, Registrant and Century entered into a Management Agreement and Joint Venture Agreement whereby a new joint venture, Century-ML Radio Venture ("C-ML Radio"), was formed under New York law. Responsibility for the management of radio stations to be acquired by C-ML Radio was assumed by Registrant. On March 10, 1989, C-ML Radio acquired all of the issued and outstanding stock of Acosta Broadcasting Corporation ("Acosta"), Fidelity Broadcasting Corporation ("Fidelity"), and Broadcasting and Background Systems Consultants Corporation ("BBSC"); all located in San Juan, Puerto Rico. The purchase price for the stock was approximately $7.8 million. At the time of acquisition, Acosta owned radio stations WUNO-AM and Noti Uno News, Fidelity owned radio station WFID-FM, and BBSC owned Beautiful Music Services, all serving various communities within Puerto Rico. In February 1990, C-ML Radio acquired the assets of Radio Ambiente Musical Puerto Rico, Inc. ("RAM"), a background music service. The purchase price was approximately $200,000 and was funded with cash generated by C-ML Radio. The operations of RAM were consolidated into those of BBSC. Effective January 1, 1994, all of the assets of C-ML Radio were transferred to the Venture in exchange for the assumption by the Venture of all the obligations of C-ML Radio and the issuance to Century and Registrant by the Venture of new certificates evidencing partnership interests of 50% and 50%, respectively. The transfer was made pursuant to a Transfer of Assets and Assumption of Liabilities Agreement. At the time of this transfer, Registrant and Century entered into an amended and restated management agreement and joint venture agreement (the "Revised Joint Venture Agreement") governing the affairs of the Venture as revised. Under the terms of the Revised Joint Venture Agreement, Century is responsible for the day-to-day operations of C-ML Cable and until the sale of C-ML Radio (see below), Registrant was responsible for the day-to-day operations of C-ML Radio. For providing services of this kind, Century is entitled to receive annual compensation of 5% of C-ML Cable's net gross revenues (defined as gross revenues from all sources less monies paid to suppliers of pay TV product, e.g., HBO, Cinemax, Disney and Showtime) and Registrant was entitled to receive annual compensation of 5% of C-ML Radio's gross revenues including the local marketing agreement ("LMA") revenue (after agency commissions, rebates or discounts and excluding revenues from barter transactions). Pursuant to the Recapitalization Agreement, Century was entitled to increase the management fee from 5% to 10% and Century was obligated to reimburse the Venture the excess fee if the transaction does not close. With the Venture, Highland and Adelphia having now defaulted, Registrant intends to pursue its rights under the Recapitalization Agreement seeking reimbursement of the excess fees. On June 3, 1998, the Venture consummated the sale of C-ML Radio pursuant to a sales agreement entered into in October 1997 between the Venture and Madifide, Inc. The base sales price for C-ML Radio was approximately $11.5 million, approximately $5.8 million of which was Registrant's share, subject to closing adjustments. Pursuant to an LMA entered into, effective as of October 1, 1997, the buyer was allowed to program the station from such date through the date of sale. C-ML Radio collected a monthly LMA fee from the buyer, which was equal to the operating income for that month, provided however, that it not be less than $50,000 or more than $105,000. The monthly fee was recognized as revenue during the LMA period and Registrant did not recognize any operating revenues nor incur any net operating expenses of C-ML Radio during the LMA period. At the closing, the Venture and Madifide, Inc. entered into escrow agreements pursuant to which the Venture deposited, in aggregate, approximately $725,040, $362,520 of which was Registrant's share, into three separate escrow accounts with respect to which indemnification, benefit, and chattel mortgage claims could be made by Madifide, Inc. for a period of one year. All of the escrows have been released. California Cable Systems In December 1986, ML California Cable Corporation ("ML California"), a wholly-owned subsidiary of Registrant, entered into an agreement with SCIPSCO, Inc. ("SCIPSCO"), a wholly-owned subsidiary of Storer Communications, Inc. for the acquisition by ML California of four cable television systems servicing the California communities of Anaheim, Hermosa Beach/Manhattan Beach, Rohnert Park/Yountville, and Fairfield and surrounding areas. The acquisition was completed on December 23, 1986 with the purchase by ML California of all of the stock of four subsidiaries of SCIPSCO, which at closing owned all the assets of the California cable television systems. The term "California Cable Systems" or "California Cable" as used herein means either the cable systems or the owning entities, as the context requires. On December 30, 1986, ML California was liquidated into Registrant and transferred all of its assets, except its Federal Communications Commission ("Commission" or "FCC") licenses, subject to its liabilities, to Registrant. The licenses were transferred to ML California Associates, a partnership formed between Registrant and the General Partner for the purpose of holding the licenses in which Registrant is Managing General Partner and 99.99% equity holder. On November 28, 1994, Registrant entered into an agreement (the "Asset Purchase Agreement") with Century to sell to Century substantially all of the assets used in Registrant's California Cable Systems. On May 31, 1996, Registrant consummated such sale pursuant to the terms of the Asset Purchase Agreement. The base purchase price for the California Cable Systems was $286 million, subject to certain adjustments including an operating cash flow as well as a working capital adjustment as provided in the Asset Purchase Agreement. On August 15, 1996, Registrant made a cash distribution to limited partners of record on May 31, 1996, of approximately $108.1 million ($575 per Unit) and approximately $1.1 million to its General Partner, representing its 1% share, from net distributable sales proceeds from the sale of the California Cable Systems. In addition, upon closing of the sale of the California Cable Systems, Registrant set aside approximately $40.7 million in a cash reserve to cover operating liabilities, current litigation, and litigation contingencies relating to the California Cable Systems' operations prior to and resulting from their sale, as well as a potential purchase price adjustment. In accordance with the terms of the Partnership Agreement, any amounts which may be available for distribution from any unused cash reserves, after accounting for certain other expenses of Registrant including certain expenses incurred after May 31, 1996, will be distributed to partners of record as of the date such unused reserves are released, rather than to the partners of record on May 31, 1996, the date of the sale. Effective August 14, 1997, reserves in the amount of approximately $13.2 million were released and, after accounting for certain expenses of Registrant, in accordance with the terms of the Partnership Agreement, were included in the cash distribution that was distributed to partners on November 25, 1997. On March 1, 1999, reserves in the amount of approximately $6.1 million were released and, in accordance with the terms of the Partnership Agreement, were included in the cash distribution made to partners on March 31, 1999. Effective December 14, 2001, reserves in the amount of approximately $6.7 million were released and, after accounting for certain expenses of Registrant, in accordance with the terms of the Partnership Agreement, were included in the cash distribution that was distributed to partners on January 25, 2002. As of December 26, 2003, Registrant had approximately $6.5 million remaining in cash reserves to cover operating liabilities, current litigation, and litigation contingencies relating to the California Cable Systems prior to and resulting from their sale. WEBE-FM and WICC-AM On August 20, 1987, Registrant entered into an Asset Purchase Agreement with 108 Radio Company, L.P. for the acquisition of the business and assets of radio station WEBE-FM, Westport, Connecticut ("WEBE-FM" or "WEBE"), which serves Fairfield and New Haven counties, for $12.0 million. On July 19, 1989, Registrant purchased all of the assets of radio station WICC-AM located in Bridgeport, Connecticut ("WICC-AM" or "WICC") from Connecticut Broadcasting Company, Inc. The purchase price of $6.25 million was financed solely from proceeds of the Wincom-WEBE-WICC Loan. On August 31, 1999, Registrant consummated a sale to Aurora Communications, LLC ("Aurora") (formerly known as Shadow Communications, LLC) of substantially all of the assets used in the operations of Registrant's radio stations, WEBE-FM and WICC-AM (the "Connecticut Stations"), pursuant to a sales agreement dated April 22, 1999 (the "Connecticut Agreement"). The base sales price for the Connecticut Stations was $66 million, subject to certain adjustments, including a working capital adjustment, as provided in the Connecticut Agreement. Pursuant to the Connecticut Agreement, Registrant deposited $3.3 million into an indemnity escrow account against which Aurora could make indemnification claims until December 31, 2000; no such claims were made. At the closing, pursuant to the terms of the Wincom-WEBE-WICC Loan, an initial amount of approximately $8.2 million was paid to the Wincom Bank, as partial payment of the lender's 15% residual interest in the net proceeds from the sale of the Connecticut Stations. In addition, Registrant held approximately $11.5 million of the sales proceeds to pay (or to reserve for payment of) expenses and liabilities relating to the operations of the Connecticut Stations prior to the sale, as well as wind-down expenses, sale-related expenses, contingent obligations of the Connecticut Stations, and the balance of the 15% residual interest in the net sales proceeds payable to the lender under the Wincom-WEBE-WICC Loan. On October 29, 1999, the remaining sales proceeds of approximately $36.4 million, after accounting for certain expenses of Registrant, were distributed to partners of record as of August 31, 1999, in accordance with the terms of the Partnership Agreement. On January 24, 2001, $3.3 million plus interest was released from the escrow account relating to the sale of the Connecticut Stations. In addition, on April 30, 2001, approximately $4.6 million was released from the reserve established upon such sale. In accordance with the terms of the Partnership Agreement, the amounts of such discharged escrowed proceeds and released reserves from the sale of the Connecticut Stations, after accounting for certain expenses of Registrant, were included in a cash distribution to partners on May 29, 2001. As of December 26, 2003, Registrant had approximately $74,000 remaining in cash reserves from the sale of the Connecticut Stations. To the extent any such amounts are subsequently released, such amounts will be distributed to partners of record as of the date such reserves are released. Wincom On August 26, 1988, Registrant acquired 100% of the stock of Wincom Broadcasting Corporation ("Wincom"), an Ohio corporation headquartered in Cleveland for $46.0 million. At acquisition, Wincom and its subsidiaries owned and operated five radio stations - WQAL-FM, Cleveland, Ohio; WCKN-AM/WRZX-FM, Indianapolis, Indiana (the "Indianapolis Stations", including the Indiana University Sports Radio Network, which was discontinued after the first half of 1992); KBEZ-FM, Tulsa, Oklahoma; and WEJZ-FM, Jacksonville, Florida. On July 31, 1990, Registrant sold the business and assets of KBEZ-FM and WEJZ-FM to Renda Broadcasting Corp. for net proceeds of approximately $10.3 million. On October 1, 1993, Registrant sold the Indianapolis stations, which generated net proceeds in the approximate amount of $6.1 million. All proceeds of the sales were paid to the lender. On January 28, 1999, Registrant consummated a sale to Chancellor Media Corporation of Los Angeles ("Chancellor") of the stock of Wincom, pursuant to a stock purchase agreement (the "Cleveland Agreement") dated August 11, 1998. Wincom owns all of the outstanding stock of Win Communications, Inc. ("WIN"), which owns and operates the radio station WQAL-FM, serving Cleveland, Ohio (the "Cleveland Station"). The base sales price for the Cleveland Station was $51,250,000, subject to certain adjustments for the apportionment of current assets and liabilities as of the closing date, as provided for in the Cleveland Agreement, resulting in a reduction of the base sales price of approximately $1.6 million. Pursuant to the Cleveland Agreement, Registrant deposited $2.5 million into an indemnity escrow account against which Chancellor could make indemnification claims for a period of up to two years after the closing; no such claims were made. Approximately $2.0 million was used to repay in full the remaining outstanding balance of the Wincom-WEBE-WICC Loan and pursuant to the terms of the Wincom-WEBE-WICC Loan, an initial amount of approximately $7.3 million was paid to the Wincom Bank, pursuant to its 15% residual interest in the net sales proceeds from the sale of Wincom. In addition, Registrant held approximately $2.6 million of the sales proceeds to pay (or to reserve for payment of) wind-down expenses, sale-related expenses and the balance, if any, of the Wincom Bank's residual interest. The remaining sales proceeds of $35.3 million were included in the cash distribution made to partners on March 30, 1999 in accordance with the terms of the Partnership Agreement. On February 4, 2000, Registrant received the discharge of escrowed proceeds of $1.5 million, plus interest earned thereon, generated from the sale of the Cleveland Station. In accordance with the terms of the Partnership Agreement, the amount of such discharged escrowed proceeds, after accounting for certain expenses of Registrant, were included in the cash distribution to partners of record as of February 4, 2000, on June 21, 2000. On February 5, 2001, the remaining $1.0 million plus interest was released from the escrow account relating to the sale of the Cleveland Station. In addition, on April 30, 2001, approximately $2.3 million was released from the reserve established upon such sale. In accordance with the terms of the Partnership Agreement, the amounts of such discharged escrowed proceeds and released reserves from the sale of the Cleveland Station, after accounting for certain expenses of Registrant, were included in a cash distribution to partners on May 29, 2001. As of December 26, 2003, Registrant had approximately $76,000 remaining in cash reserves from the sale of the Cleveland Station. To the extent any such amounts are subsequently released, such amounts will be distributed to partners of record as of the date such reserves are released. KEZY-FM and KORG-AM On November 16, 1989, Registrant acquired an AM ("KORG-AM") and an FM ("KEZY-FM") (jointly the "Anaheim Stations" or "KORG/KEZY") radio station combination located in Anaheim, California, from Anaheim Broadcasting Corporation. The total acquisition cost was approximately $15.1 million. On January 4, 1999, Registrant consummated a sale to Citicasters Co., a subsidiary of Jacor Communications, Inc. ("Citicasters") of substantially all of the assets, other than cash and accounts receivable, used in the operations of Registrant's radio stations, KORG-AM and KEZY-FM, serving Anaheim, California (the "Anaheim Stations"), pursuant to the asset purchase agreement (the "Anaheim Agreement") dated September 14, 1998, as amended. The base sales price for the Anaheim Stations was $30,100,000, subject to certain adjustments for the apportionment of income and liabilities as of the closing date, as provided for in the Anaheim Agreement, resulting in a reduction of the base sales price of approximately $20,000. Pursuant to the Anaheim Agreement, Registrant deposited $1.0 million into an indemnity escrow account against which Citicasters could make indemnification claims for a period of one year after the closing. In addition, Registrant held approximately $5.2 million of the sales proceeds to pay (or to reserve for payment of) expenses and liabilities relating to the operations of the Anaheim Stations prior to the sale as well as wind-down expenses, sale-related expenses and contingent obligations of the Anaheim Stations. The remaining sales proceeds of approximately $23.9 million were included in the cash distribution made to partners on March 30, 1999, after accounting for certain expenses of Registrant, in accordance with the terms of the Partnership Agreement. On January 31, 2000, Registrant received the discharge of escrowed proceeds of $1.0 million, plus interest earned thereon, generated from the sale of the Anaheim Stations. In accordance with the terms of the Partnership Agreement, the entire amount of such discharged escrowed proceeds was used to pay for certain expenses of Registrant. On April 30, 2001, approximately $4.1 million was released from the reserve account relating to the sale of the Anaheim Stations. In accordance with the terms of the Partnership Agreement, the amounts of such released reserves from the sale of the Anaheim Stations, after accounting for certain expenses of Registrant, was included in a cash distribution to partners on May 29, 2001. As of December 26, 2003, Registrant had approximately $4,000 remaining in cash reserves from the sale of the Anaheim stations. To the extent any such amounts are subsequently released, such amounts will be distributed to partners of record as of the date such reserves are released. Employees Registrant does not have any employees. COMPETITION Cable Television Cable television systems compete with other communications and entertainment media, including over-the-air television broadcast signals. The extent of this competition is dependent in part upon the quality and quantity of such over-the-air signals. Because a substantial variety of broadcast television programming can be received over the air in the areas served by Registrant's systems, the extent to which Registrant's cable television service is competitive depends largely upon the system's ability to provide a greater variety of programming than that available over the air and the rates charged for programming. Cable television systems also are susceptible to competition from other multi-channel video programming distribution ("MVPD") systems, such as direct broadcast satellite ("DBS") systems and satellite master antenna television ("SMATV"); from other forms of home entertainment, such as video cassette recorders; and in varying degrees from other sources of entertainment in the area, including motion picture theaters, live theater, and sporting events. In recent years, the level of competition in the MVPD market has increased significantly, most notably by the provision of high-powered DBS service in the continental United States. In addition, the FCC has adopted policies providing for authorization of new technologies and a more favorable operating environment for certain existing technologies that provide, or have the potential to provide, substantial additional competition to cable television systems. For example, the FCC has revised its rules on multi-channel multipoint distribution service ("MMDS" or "wireless cable") to foster competition between MMDS services and cable television systems, has authorized telephone companies to deliver video programming directly to their subscribers, and has authorized multi-channel video distribution and data service ("MVDDS") and local multipoint distribution service ("LMDS") licensees to distribute multiple channels of video programming and/or other data directly to subscribers. Regulatory initiatives that will result in additional competition for cable television systems are described in the following sections. LEGISLATION AND REGULATION Cable Television Industry The cable television industry is extensively regulated by the federal government, primarily through the Federal Communications Commission, some state governments and most local franchising authorities. In addition, the Copyright Act of 1976 (the "Copyright Act") imposes copyright liability on all cable television systems for their primary and secondary transmissions of copyrighted programming. The regulation of cable television systems at the federal, state, and local levels has been in constant flux over the past decade. Legislators and government agencies continue to generate proposals for new laws and for the adoption or deletion of administrative regulations and policies. Further material changes in the law and regulatory requirements must be expected. There can be no assurance that Registrant's cable systems will not be adversely affected by future legislation, new regulations, or judicial or administrative decisions. The following is a summary of federal laws and regulations materially affecting the cable television industry and a description of certain state and local laws with which the cable industry must comply. Federal Statutes and Regulation The Communications Act The Communications Act of 1934, as amended, imposes uniform national standards and guidelines for the regulation of cable television systems. Among other things, the Communications Act regulates the provision of cable television service pursuant to local franchise agreements, authorizes a system for regulating certain subscriber rates and services, outlines signal carriage requirements, imposes certain ownership restrictions, and sets forth customer service, consumer protection, and technical standards. Violations of the Communications Act or any FCC regulations implementing the statutory laws can subject a cable operator to substantial monetary penalties and other sanctions. Federal Communications Commission Federal regulation of cable television systems is conducted primarily through the FCC pursuant to the Communications Act, although, as discussed below, the Copyright Office also regulates certain aspects of cable television system operation. FCC regulations currently contain detailed provisions concerning non-duplication of network programming, sports program blackouts, program origination and ownership of cable television systems. There are also comprehensive registration and reporting requirements and various technical standards. The FCC also has established regulations concerning mandatory signal carriage and retransmission consent of broadcast television stations; consumer service standards; the rates for service, equipment, and installation that may be charged to subscribers; MVPD access to cable programming owned by vertically integrated cable systems; and the rates and conditions for commercial channel leasing. The FCC also issues permits, licenses, and registrations for microwave facilities, mobile radios, and receive-only satellite earth stations, all of which are commonly used in the operation of cable systems. The FCC is authorized to impose monetary fines upon cable television systems for violations of existing regulations, to suspend licenses and other authorizations, and to issue cease and desist orders. The agency also is authorized to promulgate new rules and to modify existing rules affecting cable television services. Franchises / State and Local Regulation Cable television systems are generally operated pursuant to non-exclusive franchises, permits, or licenses issued by a local government entity. The franchises are generally contracts between the cable system owner and the issuing authority, and typically cover a broad range of obligations directly affecting the cable operator's business. Except as otherwise specified in the Communications Act or limited by specific FCC rules and regulations, the Communications Act permits state and local officials to retain their primary responsibility for selecting franchisees to serve their communities and to continue regulating other essentially local aspects of cable television. Cable television franchises generally contain provisions governing the length of the franchise term, franchise renewal, sale or transfer of the franchise, system design and technical performance, and the number and types of cable services provided. The specific terms and conditions of the franchise directly affect the profitability of the cable television system. Franchises are generally issued for fixed terms and must be renewed periodically. There can be no assurance that franchises will be granted renewal or that renewals will be based on terms and conditions similar to those in an initial franchise. In granting or renewing franchises, franchising authorities may establish requirements for cable-related facilities and equipment, but may not specify requirements for video programming or information services other than in broad categories. Franchising authorities may not grant an exclusive franchise or unreasonably deny award of a competing franchise. Local franchising authorities are permitted to require cable operators to set aside certain channels for public, educational, and governmental access ("PEG") programming and to impose a franchise fee of up to 5% of the gross annual revenues derived from the operation of the cable system to provide cable services. In addition, cable television systems with 36 or more channels are required to designate a portion of their channel capacity for leased access, which generally is available to commercial and non-commercial parties to provide programming (including programming supported by advertising). The FCC has adopted rules setting maximum reasonable rates and other terms for the use of such leased channels. Franchising authorities are exempt from money damages in cases involving their exercise of regulatory authority, including the award, renewal, or transfer of a franchise, unless the case involves discrimination based on race, sex, or similar impermissible grounds. Remedies are limited exclusively to injunctive or declaratory relief. Franchising authorities may also build and operate their own cable systems without a franchise. Various proposals have been introduced at state and local levels with regard to the regulation of cable television systems, and a number of states have adopted legislation subjecting cable television to the jurisdiction of centralized state governmental agencies, some of which impose regulation of a public utility character. Increased state and local regulations may increase cable television system expenses. Rate Regulation Cable systems that are not subject to "effective competition" are subject to regulation by local franchising authorities regarding the rates that may be charged to subscribers. A cable system is subject to effective competition if one of the following conditions is met: (1) fewer than 30% of the households in the franchise area subscribe to the system; (2) at least 50% of the households in the franchise area are served by two MVPDs and at least 15% of the households in the franchise area subscribe to any MVPD other than the dominant cable system; (3) a franchising authority for that franchise area itself serves as an MVPD offering service to at least 50% of the households in the franchise area; or (4) a local exchange carrier ("LEC"), or an entity using the LEC's facilities, offers video programming services (including 12 or more channels of programming, at least some of which are television broadcasting signals) directly to subscribers by any means (other than direct-to-home satellite services) in the franchise area of an unaffiliated cable operator. A local franchising authority may certify with the FCC to regulate the rates charged for the Basic Service Tier ("BST") of programming and the associated subscriber equipment of a cable system within its jurisdiction. For systems subject to rate regulation, the BST must include all broadcast signals (with the exception of national "super stations") and any PEG access channels required by the local franchise agreement. Rates for basic services generally are set pursuant to a benchmark formula. In the alternative, an operator may opt for a cost-of-service methodology to show that its basic service rates are reasonable. In addition, the FCC's rules limit increases in regulated rates to an inflation indexed amount plus increases in certain costs, such as taxes, franchise fees, programming costs, and the costs of complying with certain franchise requirements. Rates also can be adjusted if an operator adds or deletes channels or completes a significant system rebuild or upgrade. Parties periodically have called upon the FCC to freeze cable rates and to increase rate regulation. Congress and the FCC also have continued to express some interest in cable rates and programming costs. Registrant cannot predict the likelihood or potential outcome of any FCC or congressional action on these issues. Renewal and Transfer The Communications Act contains procedures for the renewal of cable television franchises. Among other things, the procedures were designed to provide incumbent franchisees with a fair hearing on past performances, an opportunity to present a renewal proposal and to have it fairly and carefully considered, and a right of appeal if the franchising authority either fails to follow the procedures or denies renewal unfairly. Cable system operators are sometimes confronted by proposals for competing local cable franchises. Such proposals may be presented during renewal proceedings. In addition, local franchising authorities occasionally have proposed to construct their own cable systems or decided to invite other private interests to compete with the incumbent cable operator. Judicial challenges to such actions by incumbent system operators have, to date, generally been unsuccessful. Registrant cannot predict the outcome or ultimate impact of these or similar franchising and judicial actions. Under the Communications Act, when local consent to a transfer is required, the franchise authority must act within 120 days of submission of a transfer request. If this deadline is not met, the transfer is deemed approved. The 120-day period commences upon the submission to a local franchising authority of a standardized FCC transfer form. The franchise authority may request additional information beyond that required on the form. Local franchising officials may prohibit the sale of a cable system if the proposed buyer operates another cable system in the jurisdiction or if such sale would reduce competition in cable service. Approval by LFAs may be required in order for the Venture to redeem Registrant's interest in the Venture. Cable/Telephone Cross-Ownership The Communications Act also contains provisions regarding the ability of local exchange carriers ("LECs") - providing local phone service - to provide video programming under the Act, telephone companies have four options for entering the MVPD market: (1) as wireless carriers; (2) as common carriers; (3) as cable operators; or (4) by establishing an "open video system", a mode of entry established by the 1996 Act that allows common carriers to program 33 percent of their video distribution systems, so long as the rest of their capacity is made available to unaffiliated program providers. OVS operators, which may include entities other than LECs, are required under the 1996 Act to comply with certain cable regulations, including the must-carry/retransmission consent requirements and the rules governing carriage of PEG channels. Cable companies are, in certain circumstances, also permitted to operate open video systems. Although telephone companies may now provide video programming to their telephone subscribers, the Communications Act contains a prohibition on cable/telco buy-outs. A LEC or any of its affiliates generally may not acquire more than a 10% financial interest, or any management interest, in a cable operator serving the LEC's telephone service area. Similarly, a cable operator may not acquire a 10% financial interest, or any management interest, in a LEC providing telephone exchange service within the cable operator's franchise area. The Communications Act also allows for cable provision of telephony and states that provisions in the Communications Act governing cable operators do not apply to cable operators' provision of telecommunications services. State regulations that may prohibit the ability to provide telecommunications services are preempted. Cable/Television Cross Ownership In February 2002, the U.S. Court of Appeals for the D.C. Circuit vacated the FCC's restriction on the common ownership of a broadcast television station and a cable system in the same local community in Fox Television Stations v. FCC 280 F. 3d 1027 (D.C. Cir 2002). In February 2003, the FCC, in accordance with the court's decision, formally repealed its cable/broadcast cross-ownership rule. Concentration of Ownership Pursuant to the directive of the Communications Act, the FCC promulgated rules that allowed an entity to hold an "attributable interest" in cable systems serving no more than 30% of all multi-channel video programming subscribers served nationwide. The FCC also promulgated vertical ownership restrictions based upon a "channel occupancy" standard, which placed a 40% limit on the number of channels (up to 75 channels) that may be occupied by services from programmers in which the cable operator has an attributable ownership interest. In the same decision in which it revised its horizontal cap, the agency also modified its rules regulating the attribution of limited partners with respect to both the horizontal ownership and vertical ownership (or "channel occupancy") rules to now allow a limited partnership interest to be treated as non-attributable for purposes of those rules so long as the general partner is able to certify that the limited partner is not materially involved in the video programming activities of the partnership. In March of 2001, however, a federal court of appeals held in Time Warner Entertainment Co., L.P. v. Federal Communications Commission, that both the horizontal and vertical ownership limits that the FCC adopted pursuant to the 1992 Cable Act were unconstitutional. Accordingly, the Court reversed and remanded the FCC's ownership limits and vacated specific portions of the FCC's ownership attribution rules. In September 2001, the Commission initiated a rulemaking proceeding to reconsider the issue. That proceeding remains pending. In addition, the Communications Act and FCC rules restrict the ability of programmers in which cable operators hold an attributable interest to enter into exclusive contracts with cable operators. In 2002, the FCC concluded that the restrictions on exclusive arrangements continued to serve the public interest, and extended the term of the restrictions through 2007. Vertically integrated programmers also are generally prohibited from favoring cable operators over other multi-channel video programming distributors. Broadband Services Many cable operators now offer high-speed Internet and other broadband services over their cable systems. In 2002, the Commission released a declaratory ruling concluding that cable modem service is properly classified as an "interstate information service." Whether the service should be considered a "cable service," a "telecommunications service," or an "information service" had been the subject of considerable debate because the regulatory classification has important implications on the ability of both the FCC and LFAs to regulate cable modem services. In October 2003, the United States Court of Appeals for the Ninth Circuit held, in Brand X Internet Services v. Federal Communications Commission, that although cable modem service was not a cable service it was part telecommunications service and part information service. The court therefore vacated in part the FCC's declaratory ruling and remanded the case to the agency for further proceedings. The FCC has appealed the court's decision. At the same time that the declaratory ruling was issued, the agency initiated a rulemaking proceeding to determine the regulatory implications of this classification. Among other things, the proceeding will consider whether the Commission should preclude state and local regulatory authorities from regulating cable modem service and facilities. The FCC also tentatively concluded in its notice of proposed rulemaking that cable modem service is exempt from local franchise fees. Alternative Video Programming Services Direct Broadcast Satellites: DBS providers offer video programming directly to home subscribers through high-powered direct broadcast satellites. Since the launch of the first system in 1994, DBS has become one of the primary competitors to cable operators in the multi-channel video-programming marketplace. DBS providers served approximately 18 million customers as of June of 2002. In addition, Congress has amended the Satellite Home Viewer Act to allow DBS operators to provide local broadcast station signals to subscribers in a manner similar to cable operators, thereby removing a major competitive barrier to DBS growth. Under the legislation, DBS operators also became subject to "must-carry" obligations to carry broadcast signals in January 2002. Digital Television: In 1997, the FCC adopted rules allowing television broadcasters to provide digital television ("DTV") to consumers and provided eligible broadcasters with a second channel on which to provide DTV service. Broadcasters generally will be allowed to use their increased digital capacity according to their best business judgment. Such uses can include data transfer, subscription video, interactive materials, and audio signals, although broadcasters will be required to provide a free digital video programming service that is at least comparable to today's analog service. Most television stations have begun to broadcast a digital signal. Although the FCC has targeted December 1, 2006 as the date by which all broadcasters must return their analog licenses, the Balanced Budget Act of 1997 allows broadcasters to keep both their analog and digital licenses until at least 85 percent of television households in their respective markets can receive a digital signal. The Commission has stated that it will review the progress of DTV every two years and make adjustments to the 2006 target date, if necessary. Wireless Cable: The FCC allows holders of MVDDS and LMDS licenses to provide video programming services - sometimes referred to as "wireless cable" - via multiple microwave transmissions to home subscribers. Programming Issues Mandatory Carriage and Retransmission Consent: Cable operators are required to carry the signals of local commercial and non-commercial television stations and certain low power television stations. Television broadcasters, on a cable system-by-cable system basis, must decide once every three years whether to proceed under the must carry rules or to waive that right to mandatory but uncompensated carriage and negotiate a grant of retransmission consent to permit the cable system to carry the station's signal. The FCC currently is considering cable operators' obligations to carry the digital signals of broadcast stations, including the obligations that should exist during the digital television transition period, when broadcasters' analog and digital signals will be operating simultaneously. In January 2001, the FCC resolved a number of technical and legal issues concerning cable must carry rights of digital broadcasters, including a determination that digital-only television stations are entitled to carriage of a single programming stream. The FCC also tentatively concluded, however, that a dual carriage obligation (applicable to both analog and digital signals) would be unconstitutional. The Commission has sought further comment on this issue and that proceeding remains pending. Program Content Regulation: The FCC has adopted regulations requiring the "closed captioning" of programming. The closed captioning rules went into effect January 1, 1998. In addition, the FCC has adopted an order finding acceptable the voluntary video programming rating system developed by distributors of video programming--including cable operators--to identify programming that contains sexual, violent, or other indecent material. The Commission has also established technical requirements for consumer electronic equipment to enable the blocking of such video programming. Distributors of rated programs are required to transmit these ratings, thereby permitting parents to block the programs. Copyright: Cable television systems are subject to the Copyright Act of 1976, which, among other things, covers the carriage of television, broadcast signals. The Copyright Act grants cable operators a compulsory license to retransmit copyrighted programming broadcast by local and distant stations in exchange for contributing a percentage of their revenues as statutory royalties to the Copyright Office. The amount of this royalty payment varies depending on the amount of system revenues from certain sources, the number of distant signals carried, and the locations of the cable television system with respect to off-air television stations and markets. Several types of multi-channel video programming distributors that compete with cable operators have been successful in gaining compulsory license coverage of their retransmission of television broadcast signals. Recent amendments to the Satellite Home Viewer Act have revised the compulsory copyright license granted to DBS operators (and other satellite distributors) to allow for the carriage of local broadcast stations. The FCC has, in the past, recommended that Congress eliminate the compulsory copyright license for cable retransmission of both local and distant broadcast programming. In addition, legislative proposals have been and may continue to be made to simplify or eliminate the compulsory license. Without the compulsory license, cable operators would need to negotiate rights for the copyright ownership of each program carried on each broadcast station transmitted by the system. Registrant cannot predict whether Congress will act on any such FCC or Copyright Office recommendations or similar proposals. Pole Attachment Rates, Inside Wiring, and Technical Standards The FCC currently regulates the rates and conditions imposed by public utilities for use of their poles, unless, under the Federal Pole Attachments Act, a state public service commission demonstrates that it is entitled to regulate the pole attachment rates. The FCC has adopted a specific formula to administer pole attachment rates under this scheme. The Supreme Court has determined, in Gulf Power et. al. v. FCC, that the protections of the Pole Attachments Act extend to cable operators' offering of Internet access services and to wireless service providers. In December, 2002, the United States Court of Appeals for the District of Columbia Circuit generally upheld the FCC's pole attachment rules. In addition, the FCC has established procedures for the orderly disposition of multiple dwelling unit ("MDU") wiring, designed to make it easier for the owners and residents of a MDU to change video service providers. The FCC also has set forth standards on signal leakage. Like all systems, Registrant's cable television systems are subject to yearly reporting requirements regarding compliance with these standards. Further, the FCC has instituted on-site inspections of cable systems to monitor compliance. Any failure by Registrant's cable television systems to maintain compliance with these standards could adversely affect the ability of Registrant's cable television systems to provide certain services. The FCC is empowered to set certain technical standards governing the quality of cable signals and to preempt local authorities from imposing more stringent technical standards. In 1992, the FCC adopted mandatory technical standards for cable carriage of all video programming. Those standards focus primarily on the quality of the signal delivered to the cable subscriber's television. The FCC also has adopted regulations to ensure the commercial availability of equipment (such as converter boxes and interactive equipment) used to access services offered over multi-channel video programming distribution systems, from sources that are unaffiliated with any MVPD. These regulations require that all MVPDs, including cable operators (1) allow customers to attach their own equipment to their systems, (2) not prevent equipment from being offered by retailers, manufacturers or other unaffiliated vendors, (3) separate out security functions from non-security functions of digital equipment by July 1, 2000, (4) not offer equipment with integrated security and non-security functions after January 1, 2005, and (5) provide, upon request, technical information concerning interface parameters needed to permit equipment to operate with their systems. MVPDs are allowed to protect the security of their systems and programming from unauthorized reception. The rules are subject to sunset after the markets for MVPDs and equipment become fully competitive in a particular geographic market. Impact of Legislation and Regulation As detailed above, the cable industry is subject to significant regulation. The foregoing, however, does not purport to be a complete summary of all the provisions of the Communications Act, the 1996 Act nor of the regulations and policies of the FCC thereunder. Because regulation of the cable industry is subject to the political process, it continues to change. Proposals for additional or revised regulations and requirements are pending before and are being considered by Congress and federal regulatory agencies and will continue to be generated. Also, several of the foregoing matters are now, or may become, the subject of court litigation. Registrant cannot predict the outcome of pending regulatory proposals, any future proposals, or any such litigation. Nor can Registrant predict the impact of these on its business. Available Information The Registrant does not have an internet address. However, the Registrant will provide free of charge, upon written request, a copy of its paper filings to the Securities and Exchange Commission. Such requests should be directed to ML Media Partners, L.P., 101 Hudson Street, Jersey City, NJ 07302, Attn: Ignathea Barrett. Item 2. Properties A description of the media properties of Registrant is contained in Item 1 above. C-ML Cable owns or leases real estate for certain transmitting equipment along with space for studios and offices. In addition, the offices of RPMM and MLMM are located at 444 Madison Avenue - Suite 703, New York, New York 10022 and at Four World Financial Center - 23rd Floor, New York, New York, 10080; respectively. Item 3. Legal Proceedings Class Action Litigation On August 29, 1997, a purported class action was commenced in New York Supreme Court, New York County, on behalf of the limited partners of Registrant, against Registrant, Registrant's general partner, Media Management Partners (the "General Partner"), the General Partner's two partners, RP Media Management ("RPMM") and ML Media Management Inc. ("MLMM"), Merrill Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). The action concerned Registrant's payment of certain management fees and expenses to the General Partner and the payment of certain purported fees to an affiliate of RPMM. Specifically, the plaintiffs alleged breach of the Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), breach of fiduciary duties, and unjust enrichment by the General Partner in that the General Partner allegedly: (1) improperly deferred and accrued certain management fees and expenses in an amount in excess of $14.0 million; (2) improperly paid itself such fees and expenses out of proceeds from sales of Registrant assets; and (3) improperly paid MultiVision Cable TV Corp., an affiliate of RPMM, supposedly duplicative fees in an amount in excess of $14.4 million. With respect to Merrill Lynch & Co., Inc., Merrill Lynch, MLMM and RPMM, plaintiffs claimed 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 sought, 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 and compensatory and punitive damages. 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 both appealed that 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. On June 8, 2000, the New York Supreme Court, Appellate Division - First Department, issued a Decision and Order unanimously affirming the New York Supreme Court's dismissal of the plaintiffs' complaint in its entirety. On June 13, 2000, the New York Supreme Court denied plaintiffs' motion for leave to amend their complaint. On August 17, 2000, plaintiffs filed a motion to modify the Supreme Court's June 13, 2000 order and to permit them to file their previously proposed amended complaint. On January 16, 2001, the Supreme Court denied the motion. On July 20, 2001, the court issued an amended decision and order, correcting in certain respects, its January 16, 2001 decision and order. Plaintiff's time to appeal from the July 20, 2001 decision and order has now expired and, accordingly the litigation is concluded. 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 RPMM, MLMM or the General Partner, subject to specified conditions. In connection with the purported class action filed on August 29, 1997, Registrant has received notices of requests for indemnification from the following defendants named therein: the General Partner, RPMM, MLMM, Merrill Lynch & Co., Inc. and Merrill Lynch. Cumulatively, Registrant incurred legal costs relating to such indemnification of approximately $704,000. Adelphia Litigation On March 24, 2000, Registrant commenced suit (the "Original Adelphia Litigation") in New York Supreme Court (the "Court"), New York County, against Century Communications Corp. ("Century"), Adelphia Communications Corporation ("Adelphia") and Arahova Communications Inc. seeking a dissolution of Century-ML Cable Venture (the "Venture") and the appointment of a receiver for the sale of the Venture's assets (primarily the stock of the subsidiary of the Venture that owns the cable systems). The complaint alleged that, as successor to Century's position as Registrant's joint venture partner, Adelphia breached its fiduciary and contractual obligations to Registrant with respect to the operations of the Venture and by proposing to take action that would interfere with the sale of the cable systems to a third party through an auction process conducted in accordance with the terms of the joint venture agreement. Registrant also sought in the suit an order directing Adelphia and its affiliates to comply with the terms of the joint venture agreement and sought other equitable relief. Registrant also sought in the suit compensatory and punitive damages. Litigation continued in the New York Supreme Court (including an order granting Registrant partial summary judgment (which was affirmed on appeal), a consent order with respect to management, an order requiring Adelphia to proceed with an accounting and an order holding Adelphia in contempt of Court), until December 13, 2001, at which time the matter was placed in abeyance pursuant to a Stipulation of Settlement pending the closing of transactions contemplated by the Recapitalization Agreement (see "Media Properties" in Item 1, above). As a result of the default by Adelphia in its obligations to close under the Recapitalization Agreement, Registrant may resume prosecution of that action, in addition to pursuing other remedies for Adelphia's default, although the action is now before the Bankruptcy Court for the Southern District of New York rather than the New York Supreme Court, as a result of Adelphia's and Century's filings for bankruptcy and their removal of such action. For the years ended December 26, 2003, December 27, 2002 and December 28, 2001, Registrant incurred approximately $0, $78,000 and $1,772,000, respectively for legal costs relating to the Original Adelphia Litigation. Cumulatively, the legal costs related to such litigation efforts totaled approximately $3,815,000 through December 26, 2003. On June 12, 2002, Registrant commenced a new action against the Venture, Adelphia and Highland in New York Supreme Court, New York County, seeking specific performance of the Recapitalization Agreement and compensatory and punitive damages for breach by the defendants, including, but not limited to, payment of the full purchase price of $279.8 million for Registrant's interest in the Venture. After Century's bankruptcy filing, Century and Adelphia removed Registrant's action to the United States Bankruptcy Court for the Southern District of New York. Adelphia filed its own Chapter 11 bankruptcy on June 25, 2002, and Registrant's actions have been docketed as adversary proceedings before the Bankruptcy Judge overseeing the bankruptcy of Adelphia and Century. In addition, on September 30, 2002, Adelphia and Century, over the Registrant's objections, caused the Venture to file for bankruptcy protection. On June 21, 2002, the Bankruptcy Judge permitted Registrant to withdraw the $10 million that had been deposited in escrow by Highland as security for Highland's, Adelphia's and the Venture's performance of their obligations under the Recapitalization Agreement. Registrant amended its complaint to add Century as a defendant as well, and seeks damages for breach of the Recapitalization Agreement from all four defendants (the Venture, Adelphia, Century and Highland), as well as specific performance by Adelphia and Century of their obligations to turn over management rights of the Venture to Registrant. Thereafter, Registrant moved for judgment as a matter of law against all four defendants, and each of the defendants moved to dismiss the amended complaint. On January 17, 2003, the Bankruptcy Court denied defendants' motions, denied Registrant's motion in part and granted Registrant's motion in part, holding that, to the extent the Recapitalization Agreement is an enforceable contract, all defendants were in default under that contract by no later than October 1, 2002, the last possible date for consummation of the transactions contemplated by the Recapitalization Agreement Thereafter, on January 27, 2003, Adelphia and Century filed counterclaims seeking to have the Recapitalization Agreement declared unenforceable as a fraudulent conveyance and on the ground that the Recapitalization Agreement was procured by the alleged fraud of the Rigas family on Adelphia, and seeking additional unspecified damages. The Venture filed nearly identical counterclaims on April 30, 2003, seeking to have its own obligations under the Recapitalization Agreement declared unenforceable. Because the Partnership has sued Adelphia, Century, the Venture and Highland seeking to enforce its claim under the Recapitalization Agreement, and because the Partnership claims entitlement to the recovery of its damages and/or the sale proceeds from any of those entities, including the Venture, the Partnership is "adverse" to the Venture for this purpose, and the Venture has separate counsel. The Partnership has moved to have each of these counterclaims dismissed as a matter of law and to have the defendants' affirmative defenses stricken. Those motions have been briefed, oral arguments occurred on September 5, 2003 and the Partnership is awaiting decisions from the Court. On March 31, 2003, the Bankruptcy Court refused to turn over day-to-day management rights of the Venture to the Partnership, but granted the Partnership's motion requiring Adelphia and Century to accept or reject the Recapitalization Agreement by no later than June 30, 2003. Adelphia and Century have elected to reject the Recapitalization Agreement, an election that will be treated under the bankruptcy laws as a breach of the Recapitalization Agreement by Adelphia and Century (giving the Partnership a claim for damages against Adelphia and Century, payable through the bankruptcy proceedings of those entities, if the Recapitalization Agreement is held to be enforceable). As noted above, because each of Adelphia, Century, the Venture and Highland are jointly and severally obligated under the Recapitalization Agreement, the Partnership will be entitled to satisfy any judgment for damages from the assets of the Venture (which has sufficient net assets to satisfy such judgment) as well as from Adelphia, Century and Highland. In addition, on April 21, 2003, the Bankruptcy Court denied the Partnership's motion to dismiss the bankruptcy filing by the Venture. The creditors of the Venture have filed their claims against the Venture (including the claim of the Partnership for breach of the Recapitalization Agreement) and the Venture is in the process of reviewing such claims. The Venture will then be able to consider potential plans for reorganization that take these claims into account. Adelphia and Highland also seek recovery of the $10 million which had been deposited into escrow as security for Highland's, Adelphia's and the Venture's performance of their obligations under the Recapitalization Agreement and which the Bankruptcy Judge permitted the Partnership to withdraw in June 2002. Discovery proceedings with regard to the Partnership's claims and Adelphia and Century's counterclaims are continuing; however, due to the existence of criminal prosecution against the Rigas family, discovery on the Partnership's matter cannot be completed until after the conclusion of those criminal proceedings, and, therefore, it is difficult to predict when the Partnership's matter may go to trial. For the years ended December 26, 2003 and December 27, 2002, Registrant incurred legal costs relating to the litigation arising from the breach of the Recapitalization Agreement of $2,385,000 and $2,352,000, respectively. Cumulatively, the legal costs related to such litigation efforts totaled approximately $4,737,000 through December 26, 2003. These costs are in addition to the costs relating to the Original Adelphia Litigation discussed above. 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 fiscal year covered by this report. Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ------------------------------------------------------------- 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 March 1, 2004, the number of owners of Units was approximately 10,802. Registrant does not distribute dividends, but rather distributes Distributable Cash from Operations, Distributable Refinancing Proceeds, and Distributable Sale Proceeds, to the extent available. In May 2001, $12.4 million ($65.90 per Unit) was distributed to its limited partners and $125,139 to its General Partner from the discharge of proceeds that were deposited into escrow upon the sale of the Cleveland, Connecticut and Anaheim stations. In January 2002, $49.4 million ($263 per Unit) was distributed to its limited partners and $499,418 to its General Partner from the release of reserves from the sale of the California Cable Systems, as well as operating cash balances held by the Partnership. No distributions were made to partners during the fiscal year ended December 26, 2003. Item 6. Selected Financial Data See note in Item 15 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation ----------------------------------------------------------------- See note in Item 15 Item 7A. Quantitative and Qualitative Disclosure about Market Risk See note in Item 15 Item 8. Financial Statement and Supplemental Data See note in Item 15 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ----------------------------------------------------------------- None. Item 9A. Controls and Procedures Registrant maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in Registrant's filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Registrant's chief executive officer and chief financial officer have evaluated the effectiveness of Registrant's controls and procedures as of the end of the period covered by this annual report on Form 10-K. Based on their evaluation of such controls and procedures, Registrant's chief executive officer and chief financial officer believe such controls and procedures to be effective. However, see Item 15, Exhibits, Financial Statement Schedules and Reports on Form 8-K. Additionally, there have been no changes in internal control over financial reporting that occurred during the Registrant's fourth quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. Part III Item 10. Directors and Executive Officers of 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 RP Media Management or ML Media Management Inc. acting on behalf of the General Partner. The executive officers and directors of RP Media Management and ML Media Management Inc. are: RP Media Management (the "Management Company") Served in Present Capacity Name Since (1) Position Held ------------------------------------------------------------------------------------------ I. Martin Pompadur 1/01/86 President, Chief Executive Officer, Chief Operating Officer, Secretary Director Elizabeth McNey Yates 4/01/88 Executive Vice President (1) The Director holds office until a successor is elected and qualified. All executive officers serve at the pleasure of the Director.
ML Media Management Inc. ("MLMM") Served in Present Capacity Name Since (1) Position Held ---------------------------------------------------------------------------------------- Kevin K. Albert 2/19/91 President 12/16/85 Director Curtis W. Cariddi 3/22/02 Vice President, Treasurer and Director George A. Bitar 10/18/02 Vice President and Director Angel L. Morales 10/24/03 Vice President and Director James V. Bruno 11/05/99 Vice President and Assistant Treasurer
(1) Directors hold office until their successors are elected and qualified. All executive officers serve at the pleasure of the Board of Directors. I. Martin Pompadur, 68, Director and President of RP Media Management. Mr. Pompadur is an Executive Vice President of News Corporation and President of News Corporation-Eastern and Central Europe and a member of News Corporation's Executive Management Committee. News Corporation is the owner of DirecTV, the satellite television company which competes with Registrant's cable television system in Puerto Rico. Mr. Pompadur is also Chairman of News Corporation Europe. 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 Boards of Directors of the following companies: BskyB, Stream, Metromedia International, Premiere World, Kirch Media, Linkshare, News Out of Home B.V., Balkan Bulgarian, Nexstar and RP Coffee Ventures. Elizabeth McNey Yates, 40, Executive Vice President of RP Media Management, 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. Kevin K. Albert, 51, a Managing Director of Merrill Lynch Investment Banking Group ("MLIBK") is responsible for the Private Equity Placement Group. He joined Merrill Lynch in 1981. Mr. Albert's work in the Private Equity Placement Group is involved in structuring and placing a diversified array of private equity financings, including common stock, preferred stock, limited partnership interests and other equity-related securities. Mr. Albert is also a director of ML Mezzanine II Inc., an affiliate of MLMM and a 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.) Curtis W. Cariddi, 48, a Director and Chief Financial Officer for the Merrill Lynch Private Equity Division, joined Merrill Lynch in February 1986. His responsibilities include controllership, financial management, and financial reporting and administrative functions for Merrill Lynch private equity initiatives including, direct investments, investments in third-party private equity funds and Merrill Lynch-sponsored funds. He has held a number of finance positions at both the corporate level as well as in the Firm's operating divisions including, International Private Client Group, U.S. Private Client Group and Global Markets & Investment Banking. George A Bitar, 39, is a Managing Director in the Merrill Lynch Global Private Equity Division and a Principal in Merrill Lynch Global Partners, Inc., the Managing Member of Merrill Lynch Global Emerging Markets Partners, L.P., an institutional private equity fund. Prior to joining the Global Private Equity Division, Mr. Bitar was a Vice President in the High Yield Finance and Restructuring Group where he worked for four years. Mr. Bitar joined Merrill Lynch in 1990. Angel L. Morales, 29, is a Vice President in the Merrill Lynch Global Private Equity Division. His responsibilities include sourcing, structuring, executing and monitoring investments for several Merrill Lynch private equity initiatives. Mr. Morales joined Merrill Lynch in 1996. James V. Bruno, 37, a Vice President for the Merrill Lynch Private Equity Division, 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. 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: RPMM Representative MLMM Representatives ------------------- -------------------- I. Martin Pompadur Kevin K. Albert Curtis W. Cariddi George A. Bitar Angel L. Morales Audit Committee Financial Expert As noted above, the Registrant has no executive officers or directors. The General Partner manages the Registrant's affairs and has general responsibility and authority in all matters affecting its business. As a result, the Registrant does not have an audit committee, and must look to the directors of IMP Media Management, Inc. and ML Media Management Inc., the corporate general partners of the General Partner (or in the case of RP Media Management, its corporate general partner), as fulfilling the role of the Registrant's audit committee. The members of such audit committee have determined that such audit committee does not have an audit committee financial expert serving on the audit committee. However, the members of the audit committee, after considering all the factors that they deem relevant, including the experience and business backgrounds of its members, have determined that as a group they have the attributes necessary to provide appropriate oversight in connection with the preparation of the Registrant's financial statements. For the reasons stated in Item 15, the Registrant's consolidated financial statements for the years ended December 26, 2003, December 27, 2002 and December 28, 2001, have been omitted from this report. Code of Ethics for Principal Executive and Senior Financial Officers As of December 26, 2003, the Registrant had adopted a code of ethics that applies to the Registrant's principal executive and senior financial officers, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. As of March 1, 2004, Smithtown Bay, LLC, and affiliates, having the mailing address 601 Carlson Parkway, Suite 200, Minnetonka, Minnesota, 55305, is the owner of 17,337 Units, representing approximately 9.22% of all such Units. As of March 1, 2004, Madison Liquidity Investors, LLC, and affiliates, having the mailing address of 6143 South Willow Drive, Suite 200, Englewood Village, CO 80111, and 4210 Shawnee Mission Parkway, Suite 310A, Fairway, KS 66205, is the owner of 14,960 Units, representing approximately 7.96% of all such Units. As of March 1, 2004, no person or entity, other than Smithtown Bay, LLC and Madison Liquidity Investors, LLC, and affiliates, was known by Registrant to be the beneficial owner of more than five percent of the Units. To the knowledge of the General Partner, as of March 1, 2004, the officers and directors of the General Partner in aggregate own less than 1% of the outstanding common stock of Merrill Lynch & Co., Inc. Registrant has not established any stock option plans. Item 13. Certain Relationships and Related Transactions During the three years ended December 26, 2003, the Partnership incurred or accrued the following expenses in connection with services provided by the General Partner and its affiliates: 2003 2002 2001 -------------- -------------- --------------- Partnership Management Fee $ 557,980 $ 557,980 $ 557,987 Property Management Fee 506,264 506,264 506,264 Reimbursement of Operating Expenses 840,067 920,433 783,706 -------------- -------------- --------------- $ 1,904,311 $ 1,984,677 $ 1,847,957 ============== ============== ===============
In addition, the Partnership, through the California Cable Systems, was party to an agreement with MultiVision Cable TV Corp. ("MultiVision"), an affiliate of the General Partner, whereby MultiVision provided the California Cable Systems with certain administrative and day-to-day management services. The California Cable Systems paid for these services at cost. The reimbursed costs incurred by MultiVision on behalf of the California Cable Systems totaled $0, $0 and $1,812,063 for 2003, 2002 and 2001, respectively. Item 14. Principal Accounting Fees and Services During the fiscal years ended December 26, 2003 and December 27, 2002, the Partnership incurred the following costs relating to accounting fees and services: 2003 2002 ---------- ---------- Audit Fees $ 0 $ 0 Audit-Related Fees 0 0 Tax Fees 31,200 21,400 All Other Fees 0 0
Audit Committee Pre-Approval Policy. The policy of the audit committee on behalf of the Registrant is to pre-approve all auditing services to be provided to the Registrant by the independent auditor and to pre-approve (or establish policies for the pre-approval of) all non-auditing services, including tax services, to be provided to the Registrant by the independent auditor. 100% of the services listed above were approved by the audit committee on behalf of the Registrant. Part IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K For the reasons stated below, the Partnership's consolidated financial statements for the years ended December 26, 2003, December 27, 2002 and December 28, 2001, have been omitted from this report. Accordingly, information derived from the financial statements that would otherwise be included in items 1, 6, 7, 7A, 8 and 15 are also omitted. Financial statements for the fiscal years ended December 31, 1999 and December 25, 1998 were filed on May 3, 2000 with the Partnership's annual report on Form 10-K for the year ended December 31, 1999. The financial statements of C-ML Cable, the joint venture between the Partnership and Adelphia Communications Corporation ("Adelphia") that owns cable television systems in Puerto Rico, are a material component of the Partnership's financial statements. Under the terms of the joint venture agreement relating to C-ML Cable, Adelphia has the responsibility for maintaining the books and records of the joint venture. Although Adelphia had previously furnished to the Partnership audited financial statements of C-ML Cable for the year ended December 31, 2000, the Partnership has raised questions with respect to certain items in those financial statements, as reported in the Partnership's Form 10-Q for the quarter ended September 29, 2000. The Partnership has not received satisfactory responses from Adelphia with respect to such questions, and, accordingly, has not been able to prepare financial statements for the years ended December 29, 2000, December 28, 2001, December 27, 2002 and December 26, 2003. In addition, as a result of the recent events surrounding Adelphia as described above, Deloitte & Touche LLP, the auditors for C-ML Cable, has retracted its audit of C-ML Cable for the years ended December 31, 1999, 2000 and 2001. In consideration of these circumstances, the Partnership has determined that it has been inappropriate and continues to be inappropriate at this time to file financial statements that rely on information contained in the financial statements of C-ML Cable for the years ended December 31, 2000 and 2001. Additionally, audited statements of C-ML Cable for the years ended December 31, 2002 and 2003 have not been released as of the date of this filing. The Partnership, therefore, is unable to prepare and include herewith, financial statements that rely on such financial information of C-ML Cable. (a) Financial Statements, Financial Statement Schedules and Exhibits (1) Financial Statements See note in Item 15. (2) Financial Statement Schedules See note in Item 15. (3) Exhibits Incorporated by Reference to 3.1 Amended and Restated Certificate of Limited Exhibit 3.1 to Registrant's Form S-1 the Registration Partnership Statement (File No. 33-2290) 3.2.1 Second Amended and Restated Agreement of Exhibit 3.2.1 to Registrant's Annual Report on Form 10-K Limited Partnership dated May 14, 1986 for the fiscal year ended December 26, 1986 (File No. 0-14871) 3.2.2 Amendment No. 1 dated February 27, 1987 to Exhibit 3.2.2 to Registrant's Annual Report on Form 10-K Second Amended and Restated Agreement of for the fiscal year ended Limited Partnership December 26, 1986 (File No. 0-14871) 10.1.1 Joint Venture Agreement dated July 2, 1986 Exhibit 10.1.1 to Registrant's Annual Report on Form 10-K between Registrant and Century for the fiscal year ended Communications Corp. ("CCC") December 26, 1986 (File No. 0-14871) 10.1.2 Management Agreement and Joint Venture Exhibit 10.1.2 to Registrant's Annual Report on Agreement dated December 16, 1986 between Form 10-K for the fiscal year ended Registrant and CCC (attached as Exhibit 1 December 26, 1986 to Exhibit 10.3) (File No. 0-14871) 10.1.3 Management Agreement and Joint Exhibit 10.1.3 to Registrant's Annual Report on Venture Agreement dated as of Form 10-K for the fiscal year ended February 15, 1989 between Registrant December 30, 1988 and CCC (File No. 0-14871) 10.1.4 Amended and Restated Management Agreement Exhibit 10.1.4 to Registrant's Annual Report on Form 10-K and Joint Venture Agreement of Century/ML for the fiscal year ended Cable Venture dated January 1, 1994 between December 31, 1993 Century Communications Corp. and Registrant (File No. 0-14871) 10.2.1 Stock Purchase Agreement dated July 2, 1986 Exhibit 28.1 to Registrant's between Registrant and the sellers of Form 8-K Report dated shares of Cable Television Company of December 16, 1986 Greater San Juan, Inc. (File No. 33-2290) 10.2.2 Assignment dated July 2, 1986 between Exhibit 10.2.2 to Registrant's Annual Report on Registrant and Century-ML Cable Corporation Form 10-K for the fiscal year ended ("C-ML") December 26, 1986 (File No. 0-14871) 10.2.3 Transfer of Assets and Assumption of Exhibit 10.2.3 to Registrant's Annual Report on Form 10-K Liabilities Agreement dated January 1, 1994 for the fiscal year ended between Century-ML Radio Venture, December 31, 1993 Century/ML Cable Venture, Century (File No. 0-14871) Communications Corp. and Registrant 10.3 Amended and Restated Credit Agreement dated Exhibit 10.3.5 to Registrant's Annual Report on Form 10-K as of March 8, 1989 between Citibank, N.A., for the fiscal year ended Agent, and C-ML December 30, 1988 (File No. 0-14871) 10.3.1 Note Agreement dated as of December 1, 1992 Exhibit 10.3.1 to Registrant's Annual Report on Form 10-K between Century-ML Cable Corporation, for the fiscal year ended Century/ML Cable Venture, Jackson National December 25, 1992 Life Insurance Company, The Lincoln (File No. 0-14871) National Life Insurance Company and Massachusetts Mutual Life Insurance Company 10.3.2 Second Restated Credit Agreement dated Exhibit 10.3.2 to Registrant's Annual Report on December 1, 1992 among Form 10-K for the fiscal year ended Century-ML Cable Corporation, December 25, 1992 Century/ML Cable Venture and (File No.0-14871) Citibank 10.3.3 Amendment dated as of September Exhibit 10.3.3 to Registrant's Quarterly Report on 30, 1993 among Century-ML Cable Corporation, Form 10-Q the banks parties to the Credit Agreement, for the quarter ended and Citibank, N.A. and Century/ML Cable September 24, 1993 Venture (File No. 0-14871) 10.3.4 Amendment dated as of December 15, 1993 Exhibit 10.3.4 to Registrant's Annual Report on Form 10-K among Century-ML Cable Corporation, the for the fiscal year ended banks parties to the Credit Agreement, and December 31, 1993 Citibank, N.A. and Century/ML Cable Venture (File No. 0-14871) 10.4 Pledge Agreement dated December 16, 1986 Exhibit 10.4 to Registrant's Annual Report on Form 10-K for among Registrant, CCC, and Citibank, N.A., the fiscal year ended Agent December 26, 1986 (File No. 0-14871) 10.5 Guarantee dated as of December 16, 1986 Exhibit 10.5 to Registrant's Annual Report on Form 10-K for among Registrant, CCC and Citibank, N.A., the fiscal year ended Agent December 25, 1987 (File No. 0-14871) 10.6 Assignment of Accounts Receivable dated as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for of December 16, 1986 among Registrant, CCC the fiscal year ended and Citibank, N.A., Agent December 25, 1987 (File No. 0-14871) 10.7 Real Property Mortgage dated as of December Exhibit 10.7 to Registrant's Annual Report on Form 10-K for 16, 1986 among Registrant, CCC and the fiscal year ended Citibank, N.A., Agent December 30, 1988 (File No. 0-14871) 10.8 Stock Sale and Purchase Agreement dated as Exhibit 28.1 to Registrant's of December 5, 1986 between SCIPSCO, Inc. Form 8-K Report dated and ML California Cable Corp. ("ML December 23, 1986 California") (File No. 33-2290) 10.8.1 Asset Purchase Agreement dated as of Exhibit 2 to Registrant's November 28, 1994 between Registrant and Form 8-K Report dated Century Communications Corp. November 28, 1994 (File No. 0-14871) 10.9 Security Agreement dated as of December 22, Exhibit 10.10 to Registrant's Annual Report on 1986 among Registrant, ML California and BA Form 10-K for the fiscal year ended December 26, 1987 (File No. 0-14871) 10.10 Assets Purchased Agreement dated as of Exhibit 28.1 to Registrant's September 17, 1986 between Registrant and Form 8-K Report dated Loyola University February 2, 1987 (File No. 33-2290) 10.11 Asset Acquisition Agreement dated April 22, Exhibit 28.1 to Registrant's 1987 between Community Cable-Vision of Form 8-K Report dated Puerto Rico Associates, Community October 14, 1987 Cable-Vision of Puerto Rico, Inc., (File No. 33-2290) Community Cable-Vision Incorporated and Century Communications Corp., as assigned 10.12 Asset Purchase Agreement dated April 29, Exhibit 2.1 to Registrant's 1987 between Registrant and Gilmore Form 8-K Report dated Broadcasting Corporation September 16, 1987 (File No. 33-2290) 10.13 License Holder Pledge Agreement dated Exhibit 2.5 to Registrant's August 27, 1987 by Registrant and Media Form 8-K Report dated Management Partners in favor of September 15, 1987 Manufacturers Hanover (File No. 33-2290) 10.14 Asset Purchase Agreement dated August 20, Exhibit 28.1 to Registrant's 1987 between 108 Radio Company Limited Form 8-K Report dated Partnership and Registrant January 15, 1988 (File No. 33-2290) 10.15 Security Agreement dated as of December 16, Exhibit 28.3 to Registrant's 1987 between Registrant and CNB Form 8-K Report dated January 15, 1988 (File No. 33-2290) 10.16 Asset Purchase Agreement dated as of Exhibit 10.25 to Registrant's Annual Report on Form 10-K January 9, 1989 between Registrant and for the fiscal year ended Connecticut Broadcasting Company, Inc. December 30, 1988 ("WICC") (File No. 0-14871) 10.17.1 Stock Purchase Agreement dated June 17, Exhibit 28.2 to Registrant's Quarterly Report on Form 10-Q 1988 between Registrant and the certain for the quarter ended sellers referred to therein relating to June 24, 1988 shares of capital stock of Universal Cable (File No. 0-14871) Holdings, Inc. ("Universal") 10.17.2 Amendment and Consent dated July 29, 1988 Exhibit 2.2 to Registrant's between Russell V. Keltner, Larry G. Form 8-K Report dated Wiersig and Donald L. Benson, Universal September 19, 1988 Cable Midwest, Inc. and Registrant (File No. 0-14871) 10.17.3 Amendment and Consent dated July 29, 1988 Exhibit 2.3 to Registrant's between Ellsworth Cable, Inc., Universal Form 8-K Report dated Cable Midwest, Inc. and Registrant September 19, 1988 (File No. 0-14871) 10.17.4 Amendment and Consent dated August 29, 1988 Exhibit 2.4 to Registrant's between ST Enterprises, Ltd., Universal Form 8-K Report dated Cable Communications, Inc. and Registrant September 19, 1988 (File No. 0-14871) 10.17.5 Amendment and Consent dated September 19, Exhibit 2.5 to Registrant's 1988 between Dennis Wudtke, Universal Cable Form 8-K Report dated Midwest, Inc., Universal Cable September 19, 1988 Communications, Inc. and Registrant (File No. 0-14871) 10.17.6 Amendment and Consent dated October 14, Exhibit 10.26.6 to Registrant's Annual Report on Form 10-K 1988 between Down's Cable, Inc., Universal for the fiscal year ended Cable Midwest, Inc. and Registrant December 30, 1988 (File No. 0-14871) 10.17.7 Amendment and Consent dated October 14, Exhibit 10.26.7 to Registrant's Annual Report on Form 10-K 1988 between SJM Cablevision, Inc., for the fiscal year ended Universal Cable Midwest, Inc. and Registrant December 30, 1988 (File No. 0-14871) 10.17.8 Bill of Sale and Transfer of Assets dated Exhibit 2.6 to Registrant's as of September 19, 1988 between Registrant Form 8-K Report dated and Universal Cable Communications Inc. September 19, 1988 (File No. 0-14871) 10.18 Credit Agreement dated as of September 19, Exhibit 10.27 to Registrant's Annual Report on Form 10-K 1988 among Registrant, Universal, certain for the fiscal year ended subsidiaries of Universal, and December 30, 1988 Manufacturers Hanover Trust Company, as (File No. 0-14871) Agent 10.19 Stock Purchase Agreement dated October 6, Exhibit 10.28 to Registrant's Annual Report on Form 10-K 1988 between Registrant and the certain for the fiscal year ended sellers referred to therein relating to December 30, 1988 shares of capital stock of Acosta (File No. 0-14871) Broadcasting Corp. 10.20 Stock Purchase Agreement dated April 19, Exhibit 28.1 to Registrant's Quarterly Report on Form 10-Q 1988 between Registrant and the certain for the quarter ended sellers referred to therein relating to June 24, 1988 shares of capital stock of Wincom (File No. 0-14871) Broadcasting Corporation 10.21 Subordination Agreement dated as of August Exhibit 2.3 to Registrant's 15, 1988 among Wincom, the Subsidiaries, Form 8-K Report dated Registrant and Chemical Bank August 26, 1988 (File No. 0-14871) 10.22 Management Agreement dated August 26, 1988 Exhibit A to Exhibit 10.30.2 above between Registrant and Wincom 10.22.1 Management Agreement by and between Exhibit 10.22.1 to Registrant's Quarterly Report on Form Fairfield Communications, Inc. and 10-Q Registrant and ML Media Opportunity for the quarter ended Partners, L.P. dated May 12, 1993 June 25, 1993 (File No. 0-14871) 10.22.2 Sharing Agreement by and among Registrant, Exhibit 10.22.2 to Registrant's Quarterly Report on ML Media Opportunity Partners, L.P., RP Form 10-Q for the quarter ended June 25, 1993 Companies, Inc., Radio Equity Partners, (File No. 0-14871) Limited Partnership and Fairfield Communications, Inc. 10.23.1 Second Amendment dated as of July 30, 1993 Exhibit 10.23.1 to Registrant's Quarterly Report on to the Amended and Restated Credit, Form 10-Q for the quarter ended June 25, 1993 Security and Pledge Agreement dated as of (File No. 0-14871) August 15, 1988, as amended and restated as of July 19, 1989 and as amended by the First Amendment thereto dated as of August 14, 1989 among Registrant, Wincom Broadcasting Corporation, Win Communications Inc., Win Communications Inc. of Indiana, WEBE Associates, WICC Associates, Media Management Partners, and Chemical Bank and Chemical Bank, as Agent 10.24 Agreement of Consolidation, Extension, Exhibit 10.34 to Registrant's Quarterly Report on Amendment and Restatement of the WREX Form 10-Q for the quarter ended June 30, 1989 Credit Agreement and KATC Credit Agreement (File No. 0-14871) between Registrant and Manufacturers Hanover Trust Company dated as of June 21, 1989 10.25 Asset Purchase Agreement between ML Media Exhibit 10.35 to Registrant's Quarterly Report on Partners, L.P. and Anaheim Broadcasting Form 10-Q for the quarter ended September 29, 1989 Corporation dated July 11, 1989 (File No. 0-14871) 10.26 Asset Purchase Agreement between WIN Exhibit 10.36 to Registrant's Annual Report on Form 10-K Communications Inc. of Indiana, and WIN for the fiscal year ended Communications of Florida, Inc. and Renda December 28, 1990 Broadcasting Corp. dated November 27, 1989 (File No. 0-14871) 10.26.1 Asset Purchase Agreement between WIN Exhibit 10.26.1 to Registrant's Quarterly Report on Form Communications of Indiana, Inc. and 10-Q Broadcast Alchemy, L.P. dated April 30, 1993 for the quarter ended June 25, 1993 (File No. 0-14871) 10.26.2 Joint Sales Agreement between WIN Exhibit 10.26.2 to Registrant's Quarterly Report on Communications of Indiana, Inc. and Form 10-Q for the quarter ended June 25, 1993 Broadcast Alchemy, L.P. dated May 1, 1993 (File No. 0-14871) 10.27 Credit Agreement dated as of November 15, Exhibit 10.39 to Registrant's Quarterly Report on Form 10-Q 1989 between ML Media Partners, L.P. and for the quarter ended Bank of America National Trust and Savings June 29, 1990 Association (File No. 0-14871) 10.27.1 First Amendment and Limited Waiver dated as Exhibit 10.27.1 to Registrant's Annual Report on Form 10-K of February 23, 1995 to the Amended and for the fiscal year ended Restated Credit Agreement dated as of May December 30, 1994 15, 1990 among ML Media Partners, L.P. and (File 0-14871) Bank of America National Trust and Saving Association, individually and as Agent 10.28 Asset Purchase Agreement dated November 27, Exhibit 10.38 to Registrant's Quarterly Report on Form 10-Q 1989 between Win Communications and Renda for the quarter ended Broadcasting Corp. June 29, 1990 (File No. 0-14871) 10.29 Amended and Restated Credit Agreement dated Exhibit 10.39 to Registrant's Quarterly Report on Form 10-Q as of May 15, 1990 among ML Media Partners, for the quarter ended L.P. and Bank of America National Trust and June 29, 1990 Saving Association, individually and as (File No. 0-14871) Agent 10.30 Stock Purchase Agreement between Registrant Exhibit 10.40.1 to Registrant's Quarterly Report on Form and Ponca/Universal Holdings, Inc. dated as 10-Q of April 3, 1992 for the quarter ended March 27, 1992 (File No. 0-14871) 10.30.1 Earnest Money Escrow Agreement between Exhibit 10.40.1 to Registrant's Quarterly Report on Form Registrant and Ponca/Universal Holdings, 10-Q Inc. dated as of April 3, 1992 for the quarter ended March 27, 1992 (File No. 0-14871) 10.30.2 Indemnity Escrow Agreement between Exhibit 10.40.2 to Registrant's Form 8-K Report dated July Registrant and Ponca/Universal Holdings, 8, 1992 Inc. dated as of July 8, 1992 (File No. 0-14871) 10.30.3 Assignment by Registrant in favor of Exhibit 10.40.3 to Registrant's Form 8-K Report dated July Chemical Bank, in its capacity as agent for 8, 1992 itself and the other banks party to the (File No. 0-14871) credit agreement dated as of September 19, 1988, among Registrant, Universal, certain subsidiaries of Universal, and Manufacturers Hanover Trust Company, as agent 10.30.4 Confirmation of final Universal agreements Exhibit 10.40.4 to Registrant's Quarterly Report on between Registrant and Manufacturers Hanover Form 10-Q Trust Company, dated April 3, 1992 for the quarter ended September 25, 1992 (File No. 0-14871) 10.30.5 Letter regarding discharge and release of Exhibit 10.40.5 to Registrant's Quarterly Report the Universal Companies and Registrant on Form 10-Q for the quarter ended dated July 8, 1992 between Registrant and September 25, 1992 Chemical Bank (as successor, by merger, to (File No. 0-14871) Manufacturers Hanover Trust Company) 10.31.1 Asset Purchase Agreement dated May 25, 1995 Exhibit 10.1 to Registrant's with Quincy Newspapers, Inc. to sell Form 8-K dated substantially all of the assets used in the May 25, 1995 operations of Registrant's television (File No. 0-14871) station WREX-TV, Rockford, Illinois 10.31.3 Asset Purchase Agreement dated June 1, 1995 Exhibit to Registrant's with KATC Communications, Inc., to sell Form 8-K Report dated substantially all of the assets used in the June 1, 1995 operations of Registrant's television (File No. 0-14871) station KATC-TV, Lafayette, Louisiana 10.32 Asset Purchase Agreement dated November 28, Exhibit to Registrant's 1994 with Century Communications Corp., to Form 8-K Report dated sell substantially all of the assets used November 28, 1994 in Registrant's California Cable Systems. (File No. 0-14871) 10.33 Letter Agreement dated May 31, 1996 between Exhibit to Registrant's Form 8-K Report dated Registrant and Century Communications Corp. May 31, 1996 (File No. 0-14871) 10.34 Asset Purchase Agreement dated October 9, Exhibit 10.34 to Registrant's Annual Report on Form 10-K 1997 with Madifide, Inc., to sell for the fiscal year ended December 26, 1997 (File 0-14871) substantially all of the assets used in the operations of Registrant's C-ML Radio. 10.35 Asset Purchase Agreement dated September Exhibit 1 to Registrant's Form 14, 1998, between Registrant and 8-K/A Report dated January 4, 1999 (File No. 0-14871) Citicasters Co., to sell substantially all of the assets used in the operations of Registrant's Anaheim Stations 10.36 Stock Purchase Agreement dated August 11, Exhibit 1 to Registrant's Form 8-K Report dated January 28, 1998, between Registrant and Chancellor 1999 (File No. 0-14871) Media Corporation of Los Angeles, to sell the stock of Wincom 10.37 Asset Purchase Agreement dated April 22, Exhibit 1 to Registrant's Form 8-K Report dated August 31, 1999, between Registrant and Aurora 1999 (File No. 0-14871) Communications LLC, to sell substantially all of the assets used in the operations of Registrant's Connecticut Stations 10.38 Leveraged Recapitalization Agreement dated Exhibit 10.38 to Registrant's Annual Report on Form 10-K December 13, 2001, among Registrant, for the fiscal year ended Century/ML Cable Venture, Century December 29, 2000 Communications Corp., Adelphia (File No. 0-14871) Communications Corporation and Highland Holdings, to redeem Registrant's 50% interest in Century/ML Cable Venture 14.1 Code of Ethics for Principal Executive and Senior Financial Officers 18.1 Letter from Deloitte, Haskins & Sells Exhibit 18.1 to Registrant's Annual Report on regarding the change in accounting method, Form 10-K for the fiscal year ended dated March 30, 1989 December 30, 1988 (File No. 0-14871) 99 Pages 12 through 19 and 38 through 46 of Prospectus dated February 4, 1986, filed pursuant to Rule Prospectus dated February 4, 1986, filed 424(b) under the Securities Act of 1933, as amended pursuant to Rule 424(b) under the (File No. 33-2290) Securities Act of 1933, as amended
(b) Reports on Form 8-K. No reports were filed by the Registrant on Form 8-K during the fiscal year ended December 26, 2003. 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 PARTNERS, L.P. By: Media Management Partners General Partner By: ML Media Management Inc. Dated: March 10, 2004 /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 MEDIA MANAGEMENT Signature Title Date /s/ I. Martin Pompadur President, Secretary and Director March 10, 2004 ------------------------------------------------- (principal executive officer of (I. Martin Pompadur) Registrant) /s/ Elizabeth McNey Yates Executive Vice President March 10, 2004 ------------------------------------------------- (Elizabeth McNey Yates) ML MEDIA MANAGEMENT INC. Signature Title Date /s/ Kevin K. Albert President and Director March 10, 2004 ------------------------------------------------- (Kevin K. Albert) /s/ George A. Bitar Vice President and Director March 10, 2004 ------------------------------------------------- (George A. Bitar) /s/ Curtis W. Cariddi Vice President, Treasurer and March 10, 2004 ------------------------------------------------- Director (principal financial and (Curtis W. Cariddi) accounting officer of Registrant) /s/ Angel L. Morales Vice President and Director March 10, 2004 ------------------------------------------------- (Angel L. Morales)