Item 2. Properties.
TCS owns the land and studio buildings at each of its two
locations (Terre Haute, Indiana and St. Joseph, Missouri) as well
as broadcasting transmitters, antennas and towers at each
location. In addition, TCS owns technical broadcasting equipment
as well as the furniture and fixtures at TCS's two stations.
Registrant believes that the properties owned by the stations and
the other equipment and furniture and fixtures owned are in
reasonably good condition and are adequate for the operations of
the stations.
In addition, the offices of RPOM and MLOM are located at 350 Park
Avenue - 16th Floor, New York, New York 10022 and at The World
Financial Center, South Tower - 14th Floor, New York, New York,
10080-6114; respectively.
Item 3.

Item 3. Legal Proceedings.
There are no material legal proceedings against Registrant or to
which Registrant is a party.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters which required a vote of the limited
partners of Registrant during the fourth quarter of the fiscal
year covered by this report.
Part II.
Item 5.

Item 5. Market for Registrant's Common Stock and Stockholder
Matters.
An established public market for Registrant's Units does not now
exist, and it is not anticipated that such a market will develop
in the future. Accordingly, accurate information as to the
market value of a Unit at any given date is not available.
As of March 4, 1997, the number of owners of Units was 14,781.
Beginning with the December 1994 client account statements,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S")
implemented new guidelines for providing estimated values of
limited partnerships and other direct investments reported on
client account statements. As a result, MLPF&S no longer reports
general partner estimates of limited partnership net asset value
on its client account statements, although the Registrant may
continue to provide its estimate of net asset value to Unit
holders. Pursuant to the guidelines, estimated values for
limited partnership interests originally sold by MLPF&S (such as
Registrant's Units) will be provided two times per year to MLPF&S
by independent valuation services. These estimated values will
be based on financial and other information available to the
independent services on (1) the prior August 15th for reporting
on December year-end and subsequent client account statements
through the following May's month-end client account statements
and on (2) March 31st for reporting on June month-end and
subsequent client account statements through the November month-
end client account statements of the same year. MLPF&S clients
may contact their MLPF&S Financial Consultants or telephone the
number provided to them on their account statements to obtain a
general description of the methodology used by the independent
valuation services to determine their estimates of value. The
estimated values provided by the independent services and the
Registrant's current net asset value are not market values and
Unit holders may not be able to sell their Units or realize
either amount upon a sale of their Units. In addition, Unit
holders may not realize the independent estimated value or the
Registrant's current net asset value amount upon the liquidation
of Registrant's assets over its remaining life.
Registrant does not distribute dividends, but rather distributes
Distributable Cash From Operations, Distributable Refinancing
Proceeds, and Distributable Sale Proceeds, to the extent
available. On June 6, 1989, Registrant made a federal tax
allowance cash distribution in an amount equal to 33% of the 1988
federal taxable income to all limited partners owning Units in
1988 in proportion to their federal taxable income from the
ownership of Units. The total amount distributed was $2,040,121.
In the fourth quarter of 1994, Registrant made a cash
distribution of $8,971,760 to its limited partners and $90,624 to
its General Partner following the disposition of Maryland Cable.
In the second quarter of 1995, Registrant made a cash
distribution of $2,915,822 to its limited partners and $29,453 to
its General Partner following the sale of radio station WMXN-FM.
On July 29, 1996, Registrant made a cash distribution of
$23,999,458 to its limited partners and $242,419 to its General
Partner following the sale of its stock of Western Wireless
Corporation and the remaining interests in films and other
projects developed by Paradigm Entertainment, L.P. On April 2,
1997, Registrant intends to make a cash distribution of
$23,671,989 to its limited partners of record as of March 24,
1997. See the "Liquidity and Capital Resources" section of Item
7 "Management's Discussions and Analysis of Financial Condition
and Results of Operations" for additional information regarding
the April 1997 cash distribution.
Item 6.

Item 6. Selected Financial Data.
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ML MEDIA OPPORTUNITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1996
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ML Media Opportunity Partners, L.P. (the "Partnership") was
formed and the Certificate of Limited Partnership was filed under
the Delaware Revised Uniform Limited Partnership Act on June 23,
1987. Operations commenced on March 23, 1988 with the first
closing of the sale of units of limited partnership interest
("Units"). Subscriptions for an aggregate of 112,147.1 Units
were accepted and are now outstanding.
Media Opportunity Management Partners (the "General Partner") is
a joint venture, organized as a general partnership under the
laws of the State of New York, between RP Opportunity Management,
L.P., a limited partnership under Delaware law, and ML
Opportunity Management Inc., a Delaware corporation and an
indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc.
The General Partner was formed for the purpose of acting as
general partner of the Partnership. The General Partner's total
capital contribution is $1,132,800 which represents 1% of the
total Partnership capital contributions.
Pursuant to the terms of the Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement"), the General
Partner is liable for all general obligations of the Partnership
to the extent not paid by the Partnership. The limited partners
are not liable for the obligations of the Partnership in excess
of the amount of their contributed capital.
The Partnership was formed to acquire, finance, hold, develop,
improve, maintain, operate, lease, sell, exchange, dispose of and
otherwise invest in and deal with media businesses and direct and
indirect interests therein.
As of December 31, 1996, the Partnership's investments consisted
of (See Note 2):
a 51.005% ownership of TCS Television Partners, L.P.
("TCS"), which owns (i) 20% of the outstanding common stock
of Fabri Development Corporation ("Fabri"), which in turn
owns and operates two network affiliated television stations
serving Terre Haute, Indiana and St. Joseph, Missouri and
(ii) 100% of the outstanding common stock of TCS Television,
Inc. ("TCS Inc."), which in turn owns the 80% of the
outstanding common stock of Fabri not owned by TCS; and
a 13.8% ownership of MV Technology Limited ("MVT"), a United
Kingdom corporation whose sole purpose is to manage its sole
asset, a 10% interest in Teletext ("Teletext"), giving the
Partnership an indirect 1.38% interest in Teletext, a United
Kingdom corporation organized to acquire United Kingdom
franchise rights to provide data in text form to television
viewers via television broadcast sidebands.
Reclassifications
Certain reclassifications were made to the 1995 financial
statements to conform with the current period's presentation.
Basis of Accounting and Fiscal Year
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes. Media
Ventures Investments, LTD. and MVT are accounted for on the cost
method of accounting. In addition, prior to its disposition,
General Cellular Corporation ("GCC")/Western Wireless Corporation
("WWC") was also accounted for on the cost method of accounting.
The fiscal year of the Partnership shall be the calendar year.
See Note 3 regarding discontinued operations.
Barter Transactions
As is customary in the broadcasting industry, the Partnership
engages in the bartering of commercial air time for various goods
and services. Barter transactions are recorded based on the fair
market value of the products and/or services received. The goods
and services are capitalized or expensed as appropriate when
received or utilized. Revenues are recognized when the
commercial spots are aired. All such revenues and expenses are
included in the Partnership's loss from discontinued operations.
Property and Depreciation
Property, plant and equipment is stated at cost, less accumulated
depreciation, and is included in the net liabilities of the
Partnership's discontinued operations. Property, plant and
equipment is depreciated using the straight-line method over the
following estimated useful lives:
Buildings 30 years Other 5-7 years
Expenditures for maintenance and repairs are charged to operating
expense as incurred. Betterments, replacement equipment and
additions are capitalized and depreciated over the remaining life
of the assets.
Intangible Assets and Deferred Charges
Intangible assets and deferred charges are being amortized on a
straight-line basis over various periods as follows:
Franchise life of the franchise Other Intangibles various Deferred Charges 3-10 years
The excess of cost over fair value of net assets acquired
("Goodwill") in business combinations consummated since inception
of the Partnership were amortized to expense over twenty through
forty years using the straight-line method.
Intangible assets, deferred charges and related amortization are
included in the Partnership's net liabilities from discontinued
operations and loss from discontinued operations, respectively.
Asset Impairment
The Partnership assesses the impairment of assets on a regular
basis or immediately upon the occurrence of a significant event
in the marketplace or an event that directly impacts its assets.
The methodology varies depending on the type of asset but
typically consists of comparing the net book value of the asset
to either: (1) the undiscounted expected future cash flows
generated by the asset, and/or (2) the current market values
obtained from industry sources.
Management Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Discontinued operations include management's best estimates of
the amounts expected to be realized on the sales of its
television and radio station segment. While the estimates are
based on an analysis of the facilities, there have been limited
recent sales of comparable properties to consider in preparing
such valuations. The amounts the Partnership will ultimately
realize could differ materially in the near term from the amounts
assumed in arriving at the loss on disposal of the discontinued
operations.
Income Taxes
The Partnership accounts for income taxes pursuant to Statement
of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ("SFAS No. 109"). No provision for income taxes has been
made for the Partnership because all income and losses are
allocated to the partners for inclusion in their respective tax
returns. However, the Partnership owns certain entities which
are consolidated in the accompanying financial statements which
are taxable entities.
For entities owned by the Partnership which are consolidated in
the accompanying financial statements, SFAS No. 109 requires the
recognition of deferred income taxes for the tax consequences of
differences between the bases of assets and liabilities for
income tax and financial statement reporting, based on enacted
tax laws. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be
realized. For the Partnership, SFAS No. 109 requires the
disclosure of the difference between the tax bases and the
reported amounts of the Partnership's assets and liabilities (see
Note 7).
Cash Equivalents
Short-term investments which have an original maturity of ninety
days or less are considered cash equivalents.
2. Liquidity and Summary of Investment Status
TCS continues to be in default on payments and covenants under
its note agreements as of December 31, 1996. TCS failed to make
scheduled principal payments during 1995 and 1996 and expects to
default on the majority of its scheduled principal payments under
its note agreements during 1997.
As of December 31, 1996 and 1995, the Partnership had $2,383,444
and $1,539,981, respectively, in cash and cash equivalents.
The Partnership has no contractual commitment to advance funds to
any of its investments, other than its obligations relating to
its former investments in IMPLP/IMPI and Intelidata, Paradigm and
Windsor, which in the aggregate is approximately $1.4 million
(see below).
Although no assurance can be made concerning the precise timing
of the ultimate disposition of the Partnership's remaining media
properties, the Partnership will continue to sell or otherwise
dispose of its remaining investments in such properties
Registrant anticipates that such ultimate disposition will occur
in 1997. The status of all of the Partnership's investments is
discussed in more detail below.
TCS Television Partners, L.P.
On January 17, 1990, the Partnership entered into a limited
partnership agreement with Riverdale Media Corporation
("Riverdale"), forming TCS. The agreement was subsequently
amended to include Commonwealth Capital Partners, L.P.
("Commonwealth"), which is not affiliated with the Partnership,
as a limited partner. Initially, Riverdale was the general
partner of TCS, and owned 20.01% of the entity. The Partnership
and Commonwealth were limited partners owning 41% and 38.99%,
respectively. Riverdale contracted with ML Media Opportunity
Consulting Partners, a wholly-owned subsidiary of the
Partnership, to provide management services for TCS.
On June 19, 1990, TCS completed its acquisition of three network
affiliated television stations; WRBL-TV, the CBS affiliate
serving Columbus, Georgia; WTWO-TV, the NBC affiliate serving
Terre Haute, Indiana; and KQTV-TV, the ABC affiliate serving St.
Joseph, Missouri (the "TCS Stations").
The purchase price of $49 million, a non-compete payment of $7
million, and starting working capital and closing costs of
approximately $5 million were funded by the sale by TCS of senior
notes totaling $35 million and subordinated notes totaling $10
million, and equity contributions of $16 million, of which
approximately $8.15 was contributed by the Partnership. The
Partnership's total equity contribution and incurred costs were
approximately $8.3 million as of December 31, 1994 (including
approximately $170,000 noted below). In addition, the
Partnership had loaned TCS approximately $400,000 for working
capital purposes during 1991.
On December 14, 1992, the Partnership concluded agreements to
restructure the debt and ownership arrangements of TCS. TCS had
been unable to generate sufficient funds from operations to meet
fully its original obligations under its note purchase
agreements. TCS's senior debt was amended to reschedule
principal payments, and its subordinated lenders agreed to defer
all scheduled interest and principal payments through December
15, 1995. As payment for a transaction fee, the senior lenders
were issued additional notes, due May 31, 1997, in the amount of
$350,000. All previous defaults under the senior and
subordinated debt were waived. The new debt arrangements were
structured to provide TCS with three years following the
restructuring in which to improve operating performance and avoid
selling TCS in the then-illiquid transaction market for broadcast
television stations.
Concurrently the equity partners in TCS agreed to seek regulatory
approval to alter the ownership structure of the company. On
March 26, 1993, the Partnership was granted such approval by the
FCC. As a result, on March 26, 1993, the Partnership and
Commonwealth purchased the 20.01% ownership interest held by
Riverdale. On March 26, 1993, a wholly-owned subsidiary of the
Partnership, TCS Management Corporation became the new sole
general partner of TCS and the Partnership's total ownership
interest in TCS increased from 41% to 51.005% (1% of which is the
general partner interest). The Partnership utilized
approximately $170,000 of its working capital reserve to acquire
the additional 10.005% interest.
While TCS remains in default, the note holders have the option to
exercise their rights under the notes, which rights include the
ability to foreclose on the stock of Fabri, but not the other
assets of the Partnerships. TCS entered into an agreement (the
"Sub-Debt Proceeds Sharing Agreement") dated September 17, 1996,
with the holders of its subordinated debt under which the lenders
agreed that TCS would be entitled to share in the net proceeds of
the sale of such TCS stations in accordance with a formula set
forth in such agreement. The Sub-Debt Proceeds Sharing Agreement
is conditioned on TCS entering into a definitive agreement to
sell the stations by December 31, 1996, and closing the sale
promptly after FCC approval.
On December 30, 1996, TCS and TCS Inc. entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") with Nexstar
Broadcasting Group, L.L.C ("Nexstar") to sell all of the
outstanding shares of their jointly owned subsidiary, Fabri,
which owns and operates two television stations, WTWO-TV in Terre
Haute, Indiana and KQTV-TV in St. Joseph, Missouri. The agreed
upon base purchase price for Fabri is $31,800,000 and is subject
to certain adjustments, including an adjustment relating to the
working capital of Fabri and to the establishment of escrow
accounts, as provided in the Stock Purchase Agreement. The net
proceeds generated from the sale of Fabri, after payment of the
expenses and liabilities relating to the sale, will be applied,
pursuant to the provisions set forth in the Sub-Debt Proceeds
Sharing Agreement, to repay the existing indebtedness of TCS,
including indebtedness to its affiliates, with the remainder, if
any, to be distributed to the partners of TCS. There is no
guarantee that the Partnership will recover more than a small
portion of its initial investment in TCS.
Consummation of the sale of Fabri pursuant to the terms of the
Stock Purchase Agreement is subject to the satisfaction of
certain conditions, including obtaining the approval from the FCC
to transfer control of the FCC licenses. On February 21, 1997,
the FCC granted consent to the transfer of control of Fabri from
TCS Inc. to Nexstar. The FCC has until April 2, 1997, to
reconsider the transfer on its own motion, after which the
transfer of control will no longer be subject to reconsideration
or appeal. Furthermore, if the sale is not consummated by
September 30, 1997, both parties become vested with the right to
terminate the Stock Purchase Agreement.
On September 15, 1995, TCS Inc. completed the sale to The Spartan
Radiocasting Company ("Spartan") of all of the outstanding
capital stock of Avant Development Corporation ("Avant"), a 100%
owned corporate subsidiary of TCS Inc., which owns WRBL-TV, for a
net sales price of $22.7 million. From the proceeds of the sale,
a reserve of approximately $1.4 million was established to cover
certain expenses and liabilities relating to the sale and
$1,250,000 was deposited into an indemnity escrow account to
secure TCS Inc.'s indemnification obligations to Spartan for
taxes and other liabilities. In addition, approximately $18.9
million was applied to repay a portion of TCS' total indebtedness
of approximately $43 million as of December 31, 1994, which was
secured by a pledge of the shares of Fabri, and approximately
$1.1 million in closing costs. The Partnership recognized a
gain, for financial reporting purposes, on the sale of Avant of
approximately $17.6 million, partially offset by a reserve for
estimated losses on such future sale of the remaining television
stations of TCS of approximately $9.9 million (see Note 3).
During 1997, $1 million plus accrued interest of approximately
$74,000 was returned to TCS from the indemnity escrow related to
the sale of Avant. Registrant expects that these amounts will be
used to pay down indebtedness of TCS.
Refer to Note 4 for further information regarding TCS's debt.
Investments and EMP, Ltd. and MVT
On September 1, 1989, the Partnership entered into various
agreements with Peter Clark ("Clark") and Alan Morris ("Morris")
to form U.K. entities (the "Media Ventures Companies") that would
develop and invest in media businesses in Europe. Pursuant to
the terms of these agreements, the Partnership advanced $2.0
million to Media Ventures Investments ("Investments") and its
predecessors between 1989 and December 31, 1991. During 1991,
and following the Partnership's decision not to advance
additional funds to the Media Ventures Companies beyond the
Partnership's initial $2.0 million commitment, the Media Ventures
Companies secured funding from a third party, ALP Enterprises,
Inc. ("ALP Enterprises") to allow the Media Ventures Companies to
continue their operations. Due to: (i) the Partnership's
unwillingness to advance additional funds to the Media Ventures
Companies; and (ii) the Media Ventures Companies' resultant
reliance on funding from ALP Enterprises, the Partnership's
ownership in the Media Ventures Companies was diluted -- through
a number of restructurings of the ownership of the Media Ventures
Companies -- as ALP Enterprises advanced funds to the Media
Ventures Companies.
As of December 31, 1993, the Media Ventures Companies had
started, or made investments in, a number of media businesses,
including an investment in 1992 in Teletext U.K., Ltd.
("Teletext"), a newly formed U.K. corporation organized to
acquire U.K. franchise rights to provide data in text form to
television viewers via television broadcast sidebands. The
investment of the Media Ventures Companies in Teletext was
initially held by European Media Partners, Ltd. ("EMP, Ltd."),
the primary operating holding company organized by the Media
Ventures Companies. Following a July 30, 1993 restructuring,
EMP, Ltd. was owned 13.8% by the Partnership, 45.6% by Clarendon
(a company controlled by the founders and management of the Media
Ventures Companies),and 40.6% by ALP Enterprises. The
Partnership also owned 36.8% of the common stock of Investments
(which was, and remains, essentially inactive), ALP Enterprises
owned 13.8%, Clarendon owned 41.4%, and Charles Dawson (who
manages a business in which the Media Ventures Companies have an
investment) owned 8.0%. Subsequently, Christopher Turner as
nominee, purchased Charles Dawson's interest for a nominal fee.
During 1994 and 1995, the Media Ventures Companies continued to
distribute television programs, to monitor the Teletext
investment held by MVT (see below), and to attempt to expand the
operations at MVT into new areas of European media.
Effective August 12, 1994, the Partnership and EMP, Ltd.
restructured the ownership of EMP, Ltd. and certain of its
subsidiaries in order to enable EMP, Ltd. to attract additional
capital from ALP Enterprises and other potential third party
investors. In the restructuring, based on certain
representations from EMP, Ltd. and ALP Enterprises, the
Partnership sold to Clarendon and ALP Enterprises for nominal
consideration the Partnership's shares in EMP, Ltd.
Simultaneously, the Partnership and EMP, Ltd. entered into an
agreement whereby EMP, Ltd.'s 10% interest in Teletext was
transferred, together with a 350,000 loan (approximately $543,000
at then-current exchange rates) from EMP, Ltd. to a newly formed
entity, MV Technology Limited ("MVT"). After the transfer, the
Partnership owns 13.8% of the issued common shares of MVT, while
EMP, Ltd. owns the remaining 86.2%. MVT's sole purpose is to
manage its 10% interest in Teletext. MVT will pay an annual fee
to EMP, Ltd. for management services provided by EMP, Ltd. in
connection with overseeing MVT's investment in Teletext.
Following the restructuring, the Partnership no longer has any
interest in EMP, Ltd.
The Partnership has the right to require EMP, Ltd. to purchase
the Partnership's interest in MVT at any time between December
31, 1994 and December 31, 1997. EMP, Ltd. has the right to
require the Partnership to sell the Partnership's interest in MVT
to EMP, Ltd. at any time between September 30, 1995 and September
30, 1998. During 1995, the Partnership received approximately
$108,000 in dividends from MVT. In January, 1996, EMP, Ltd.
exercised its right to require the Partnership to sell its
interest in MVT to EMP, Ltd. and notified the Partnership of its
intention to acquire the Partnership's interest. The Partnership
is currently negotiating the terms of such sale. During 1996,
the Partnership received approximately $87,000 in dividends from
MVT. It is likely that the Partnership will not recover more
than a nominal portion of its $2.0 million investment in
Investments either form Investments or from MVT.
Disposition of Maryland Cable
On September 30, 1994, the Amended Prepackaged Plan of
Reorganization of Maryland Cable and Holdings (the "Prepackaged
Plan") was consummated. Pursuant to the Prepackaged Plan,
Maryland Cable and Holdings were liquidated into Maryland Cable
Partners, L.P., a newly formed limited partnership ("Newco"). As
a result of the liquidation, Newco acquired all of the assets of
Maryland Cable, subject to all of the liabilities of Maryland
Cable that were not discharged pursuant to the Prepackaged Plan.
Under the Prepackaged Plan, the Partnership received a 4.9%
interest in Newco in satisfaction of (i) the $3,600,000 in
subordinated promissory notes held by the Partnership, plus
accrued interest thereon, (ii) the $5,379,833 in deferred
management fees payable to the Partnership, and (iii) certain
other amounts payable to the Partnership. The Partnership
immediately exercised its right to sell its 4.9% interest in
Newco to the Water Street Corporate Recovery Fund I, L.P. (the
holder of 85% of the outstanding principal amount of the 15-3/8%
Subordinated Discount Notes due 1998 of Maryland Cable) and
certain other holders of the Notes for an aggregate price of
$2,846,423. Upon the consummation of the Prepackaged Plan, ML
Cable Partners, which is 99% owned by the Partnership, received
payment in full of the unpaid portion of the $6,830,000
participation in the senior bank debt of Maryland Cable held by
ML Cable Partners, together with accrued interest thereon. In
addition, MultiVision Cable TV Corp. received a payment of
$500,000 in partial settlement of severance and other costs
relating to the termination of MultiVision as manager of the
Maryland Cable systems. The Partnership recognized a gain for
financial reporting purposes on the disposition of Maryland Cable
of approximately $130 million in 1994. Such gain resulted
primarily from forgiveness of debt at the subsidiary level and is
classified as an extraordinary gain on the Partnership's
Consolidated Income Statements.
Included in this gain is approximately $450,000 of management
fees which the Partnership was entitled to receive for managing
the Maryland Cable Systems from January 1, 1994 through September
30, 1994. The Partnership received this amount plus an
additional management fee of $128,212 during 1995.
Sale of Windsor
On May 18, 1994, the Partnership sold the assets of its cable
television systems in North Carolina (the "Windsor Systems") to
Tar River Communications Inc. ("Tar River") for $3,443,200,
subject to post-closing adjustments. At closing, the Partnership
repaid the $2,050,058 of principal and interest then due under
the Windsor Note, as required by the terms of the Windsor Note.
In addition, as required by the Asset Purchase Agreement with Tar
River, at closing, $342,160 (the "Escrowed Monies") was placed
into two separate escrow accounts to cover the potential costs of
improving pole attachments and other possible post-closing
expenses. The remaining $1,050,982 in sales proceeds was applied
or reserved to pay closing costs of the transaction and certain
pre-closing liabilities to third parties, of which the balance as
of December 31, 1996 is approximately $1,012,000.
On August 29, 1996, approximately $190,000 was received by the
Partnership as final settlement for post-closing adjustments
related to the sale of the Windsor Systems to Multimedia
Cablevision. As of December 31, 1996, Escrowed Monies of
approximately $279,000 plus approximately $34,000 of interest was
received by the Partnership in full settlement of the post-
closing expense escrow. In addition, Escrowed Monies of
approximately $63,000 plus approximately $8,000 of interest was
distributed to Multimedia Cablevision in full settlement of the
pole attachment escrow.
The Partnership recognized a gain of $600,000 for financial
reporting purposes in 1994 on the sale of the Windsor Systems and
a gain of approximately $469,000 in 1996 for settlement of
escrows and other post-closing adjustments.
Sale of WMXN-FM
On February 21, 1995, US Radio of Norfolk, Inc. purchased WMXN-FM
for approximately $3.5 million. Following payment of a
transaction fee to a third party unaffiliated with the
Partnership and/or its affiliates, approximately $3.3 million was
remitted to the Partnership. The Partnership recognized a gain
of $1.7 million for financial reporting purposes in 1995 on the
sale of WMXN-FM. In addition, during 1995 and 1996,
approximately $400,000 and $66,000, respectively, was collected
on receivables by the Partnership from WMXN-FM.
Disposition of WWC
On May 29, 1996, the Partnership sold all of its 1,090,162 shares
of WWC at a price of $23.50 per share in an initial public
offering of shares of common stock of WWC. The 1,090,162 shares
of WWC sold by the Partnership represented all of the shares held
by the Partnership, after giving effect to a 3.1 to 1 stock split
immediately prior to the offering. As a result, on May 29, 1996,
the Partnership received $24,147,088 in net proceeds for its
1,090,162 shares, after payment of underwriter's commission in
connection with the sale. The Partnership recognized a gain of
approximately $22.8 million on the sale of its WWC stock.
On July 29, 1996, the Partnership made a cash distribution to
limited partners of record on May 31, 1996, of $214 per $1,000
limited partnership unit ("Unit") totaling $23,999,458 and
$242,419 to the General Partner of net distributable sale
proceeds from the sale of its stock of WWC and the remaining
interests in films and other projects developed by Paradigm
Entertainment, L.P. ("Paradigm") (see below).
Disposition of IMPLP/IMP and Intelidata
Effective July 1, 1993, the Partnership entered into three
transactions to sell the business and assets of International
Media Publishing, L.P. ("IMPLP") and its wholly owned subsidiary
Intelidata Media Publishing Inc. ("IMPI") and Intelidata Limited
("Intelidata"). In two separate transactions, the Partnership
sold the entire business and substantially all of the assets of
IMPLP/IMPI and a portion of the business and assets of Intelidata
to Phillips Business Information, Inc. ("PBI") for future
consideration based on the revenues of IMPLP/IMPI and the portion
of the Intelidata business acquired by PBI. At closing, PBI made
advances of $100,000 and $150,000 to IMPLP/IMPI and Intelidata,
respectively, which advances would be recoverable by PBI from any
future consideration payable by PBI to the Partnership. In
addition, PBI agreed to assume certain liabilities of IMPLP/IMPI
and Intelidata.
In the third transaction, the Partnership sold the remaining
business and assets of Intelidata, which were not sold to PBI, to
Romtec plc. ("Romtec") in exchange for future consideration,
based on both the amount of assets and liabilities transferred to
Romtec and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of
Romtec. In addition, certain liabilities of Intelidata were
assumed by Romtec.
Subsequent to the sale of the businesses, the Partnership
advanced net additional funds totaling approximately $130,000
through December 31, 1996 to IMPLP/IMPI and Intelidata to fund
cash shortfalls resulting from the pre-sale claims of certain
creditors. The Partnership anticipates that it will make
additional such advances to IMPLP/IMPI and Intelidata during
1997. The total of any Partnership obligations to fund such
advances, including certain contractual obligations, is not
currently anticipated to exceed the amount of the writedown of
$364,000. These contractual obligations are reflected in the
liability section of the Partnership's Consolidated Balance Sheet
as of December 31, 1996. It is unlikely that the Partnership
will recover any portion of its investment in
IMPLP/IMPI/Intelidata.
Paradigm/BBAD
On May 31, 1991, the Partnership, Productions, GLP Co. and
Associates entered into a new agreement (the "Revised Paradigm
Agreement") that amended the original Paradigm Agreement. Under
the terms of the Revised Paradigm Agreement, effective June 16,
1991 the general partner interests of GLP Co. and Associates in
Paradigm were converted to limited partner interests. GLP Co.
and Associates each retained their 25% ownership in Paradigm and
the Partnership retained its 50% beneficial interest. Under the
terms of the Revised Paradigm Agreement, Paradigm retained
ownership of all program concepts developed by Paradigm prior to
June 15, 1991, but assigned the task of further developing these
program concepts to GLP Co. and/or Associates as independent
contractors. Per the Revised Paradigm Agreement, if GLP Co. or
Associates were to develop any new program concepts during the
period in which they were acting as independent contractors for
Paradigm, GLP Co. or Associates would be required to offer
Paradigm the right to finance the production of such program
concepts. Regardless of Paradigm's decision to finance the
further development of the new program concepts, Paradigm would
receive a share of the profits and fees, if any, from such new
program concepts.
The consulting agreements described above expired on December 31,
1991. Effective with the expiration, Associates continued,
without a formal agreement, to develop projects to offer to
Paradigm. As was the case under the Revised Paradigm Agreement,
the Partnership had the option of financing such projects in
return for equity interests in such projects.
Effective June 23, 1992, Paradigm formed a general partnership
with Associates to start a new production company, BBAD.
Pursuant to this new general partnership arrangement between
Paradigm and Associates, during 1992 Paradigm advanced
approximately $942,000 and Associates advanced approximately
$457,000 to fund BBAD's operations and the development of certain
programming concepts. Initially, Paradigm owned 67% and
Associates owned 33% of BBAD, based on their capital
contributions to BBAD. In addition, Associates contributed an
additional approximately $0.7 million and Paradigm contributed
approximately $0.3 million from existing cash balances during
1993 to fund BBAD's operations.
Due in part to the Partnership's unwillingness to advance
additional funds to fund the continuing operating losses and
possible winding down of Paradigm's and BBAD's operating
activities, the Partnership recorded in the second quarter of
1993 a writedown of approximately $516,000 of certain assets of
Paradigm and BBAD to reduce the Partnership's net investment to a
net realizable value of zero.
Through the end of 1993, Paradigm had produced three television
movies which had aired as well as one syndicated series (which
was discontinued after thirteen episodes), and BBAD had produced
one television movie which had aired and one series. BBAD had
also developed other program concepts which may be produced as
either movies or series for television.
During 1996, the Partnership received $135,000 from the sale of
the remaining interests in the films and other projects developed
by Paradigm. The Partnership recognized a gain for financial
reporting purposes of $135,000 on the sale of these films and
other projects in 1996, offset by operational losses of $53,201
recognized during 1996. Although the Partnership is no longer
advancing funds for continuing operations and Paradigm has no
operating assets, the Partnership may be liable for certain
liabilities of Paradigm. These liabilities are reflected in net
liabilities of the discontinued operations of the Production
Segment on the Consolidated Balance Sheet as of December 31,
1996.
3. DISCONTINUED OPERATIONS
Cable Television Systems Segment
Due to the disposition of Windsor and Maryland Cable in 1994,
discussed in Note 2, the Partnership has presented its Cable
Television Systems Segment (comprised of Maryland Cable and
Windsor) as discontinued operations.
Summarized results of the discontinued operations of the Cable
Television Systems Segment on the Consolidated Income Statement
for the year ended December 31, 1994 are as follows:
Any losses incurred by this segment subsequent to March 31, 1994
have been offset against the gain on disposition for the year
ended December 31, 1994. In addition, the Partnership recorded a
gain of $600,000 on the sale of Windsor for financial reporting
purposes during 1994.
Production Segment
Due to the disposition of the Partnership's interests in films
and other projects owned by Paradigm, the Partnership's
Production Segment has been presented as discontinued operations.
The Partnership sold these remaining interests in films in other
projects during 1996 (see Note 2).
The net liabilities of the discontinued operations of the
Production Segment on the Consolidated Balance Sheets are
comprised of the following:
The Partnership recorded a gain $135,000 on the sale of films and
other projects owned by Paradigm offset by operational losses of
$53,201 (see Note 2).
Summarized results of the discontinued operations of the
Production Segment on the Consolidated Income Statements are as
follows:
Television and Radio Station Segment
Due to the Partnership's decision to dispose of its interest in
its television and radio stations, the Partnership has presented
its Television and Radio Station Segment as discontinued
operations. The Partnership sold two of its stations in 1995 and
has entered into an agreement to sell the remaining two stations
in 1997 (See Note 2).
The net liabilities of discontinued operations of the Television
and Radio Station Segment on the Consolidated Balance Sheets are
comprised of the following:
Included in net liabilities of discontinued operations is the
reserve established for expected losses on the disposition of the
remaining stations comprising the Television and Radio Station
Segment (inclusive of expected operating losses through the date
of disposal) (see Note 2).
Summarized results of the discontinued operations of the
Television and Radio Station Segment on the Consolidated Income
Statement for the year ended December 31, 1994 is as follows:
The Partnership recorded a gain of $1,684,328 on the sale of WMXN-
FM during the first quarter of 1995 (see Note 2). In addition,
the Partnership recognized a gain, for financial reporting
purposes, on the sale of Avant of approximately $17.7 million,
offset by a reserve for estimated losses on the sale of the
remaining television stations of TCS for approximately $9.9
million. During 1996, the remaining operations of TCS generated
operating revenues of $10,011,810, offset by $16,281,227 in
operating and other expenses, including a writedown of intangible
assets, resulting in a net operating loss of $6,269,417, which is
included in the reserve calculation mentioned above.
4. BORROWINGS
The aggregate amount of borrowings reflected on the Consolidated
Balance Sheets of the Partnership (included in the net
liabilities of discontinued operations of the Television and
Radio Station Segment) is as follows:
On June 1, 1990, TCS entered into note purchase agreements with a
group of insurance companies which provided for senior secured
borrowings of $35 million (the "Senior Secured Notes") and
subordinated secured borrowings of $10 million (the "Subordinated
Notes").
TCS also entered into a security and pledge agreement dated as of
June 1, 1990 with a bank, whereby it is a condition to the
purchasers' obligation under the note purchase agreements that
TCS grant to the security trustee a security interest in and lien
upon (i) all of the capital stock of each corporation which owns
or operates one or more of TCS's stations and (ii) all of TCS's
present and future right, title and interest in the subsidiary
notes, to secure TCS's indenture obligations.
On December 14, 1992, the Senior Secured Notes and the
Subordinated Notes were amended (the "Amended Agreements")to
reschedule principal payments. In addition, the Amended
Agreements contain certain options for required prepayments and
restrictions requiring excess cash to be paid based upon a
calculation outlined in the Amended Agreements. As payment for a
transaction fee, the senior lenders were issued additional notes
due May 31, 1997, in the amount of $350,000 (the "Senior Secured
Fee Notes"), which was repaid in full in 1995.
Under the Amended Agreements, the Senior Secured Notes and the
Senior Secured Fee Notes accrue interest at the rate of 10.69%
per annum payable on the last day of February, May, August and
November. In addition, the Amended Agreements reclassified
accrued interest due through December 14, 1992 on the Senior
Secured Subordinated Notes of $1,326,804 into the original Senior
Secured Subordinated Notes amount of $10,000,000. The restated
Senior Secured Subordinated Notes total of $11,326,804 accrues
interest at the rate of 12.69% per annum compounded quarterly on
the 15th of March, June, September and December until certain
conditions are met (refer to the Amended Agreement for specific
conditions).
On November 30, 1995, TCS failed to make a principal payment of
$299,450. In February 1996, the principal payment was made along
with another payment due of $410,060. In addition, during 1996,
TCS paid down principal of $1,230,179. In total, during 1996,
TCS paid down $1,939,689 of principal on secured borrowings. As
of December 31, 1996, TCS failed to make principal payments of
$1,160,000 on the Subordinated Notes. Thus, TCS is in default of
certain covenants under its note agreements (see Note 2). As of
December 31, 1996, the aggregate amounts of principal payments
required for the borrowings of TCS are $22,106,254. In addition,
TCS has accrued interest of $7,646,326 as of December 31, 1996.
In February, 1997, TCS made a scheduled principal payment of
$410,000 on the Senior Secured Notes. As of March 15, 1997, TCS
had defaulted on $290,000 on the Subordinated Notes.
5. TRANSACTIONS WITH THE GENERAL PARTNER AND ITS AFFILIATES
During the three years ended December 31, 1996 the Partnership
incurred the following expenses in connection with services
provided by the General Partner and its affiliates (see Note 9):
The 1996 management fees are recorded as management fee payable
in the Consolidated Balance Sheet as of December 31, 1996.
The Partnership, through Maryland Cable, entered into an
agreement with MultiVision, an affiliate of the General Partner,
whereby MultiVision provided Maryland Cable (through its sale in
1994) with certain administrative services. The reimbursed cost
to the Maryland Cable for these services amounted to $848,067 for
the year ended December 31, 1994. These costs do not include
programming costs that were charged under a cost allocation
agreement. In addition, in 1994 MultiVision Cable TV Corp.
received a payment of $500,000 in partial settlement of severance
and other costs relating to the termination of MultiVision as
manager of the Maryland Cable Systems. Effective June 30, 1992,
the Partnership entered into a management agreement with
Cablevision Systems Corporation, which is not affiliated with the
Partnership, to manage the day-to-day operations and maintain the
books and records of the Windsor Systems through the sale of the
Windsor Systems in 1994. These responsibilities were subject to
the direction and control of the General Partner.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments", requires companies to
report the fair value of certain on- and off-balance sheet assets
and liabilities which are defined as financial instruments.
Considerable judgment is required in interpreting data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Partnership could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Assets, including cash and cash equivalents and accounts receivable and liabilities, such as trade payables, are carried at amounts which approximate fair value.
Borrowings
As of December 31, 1996 and 1995, due to the uncertainty of the Partnership's ability to meet its obligations under the TCS notes and the uncertainty relating to the ultimate outcome of the Partnership's efforts to sell the TCS television stations, it was not practical to estimate the fair value of the TCS debt obligations (included in net liabilities of discontinued operations in the accompanying Consolidated Balance Sheets).
7. ACCOUNTING FOR INCOME TAXES
Certain entities owned by the Partnership are taxable entities and thus are required under SFAS No. 109 to recognize deferred income taxes. The components of the net deferred tax asset (included in the net liabilities of discontinued operations in the accompanying Consolidated Balance Sheets) are as follows:
There is no provision for income taxes required for each of the three years ended December 31, 1996. The change in the net deferred tax asset for the year ended December 31, 1996 of approximately $414,000 relates primarily to additional net operating loss carryforwards and was fully offset by a corresponding increase in the valuation allowance.
As of December 31, 1996, the taxable entities have available net operating loss carryforwards of approximately $3.7 million which may be applied against future taxable income of such entities. Such net operating loss carryforwards expire at various dates from 2008 through 2011.
For the Partnership, the differences between the tax bases of assets and liabilities and the reported amounts are as follows:
8. MINORITY INTEREST
The Partnership's Consolidated Financial Statements include 100% of the assets, liabilities and results of operations of Paradigm and its affiliate, BBAD. The Partnership's net income decreased by approximately $17,000 and the net loss was decreased by approximately $27,000 for the years ended December 31, 1996 and 1994, respectively as a result of the minority interest in BBAD. Minority interest is presented along with the discontinued operations of the Production segment of the Consolidated Financial Statements.
9. Subsequent Events
On March 27, 1997, the Partnership received a voluntary cash payment of $23,671,989 (the "Cash Payment") from Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), an affiliate of the General Partner, for distribution to limited partners. The Cash Payment will be reflected in the Partnership's 1997 first quarter financial statements as a capital contribution and a distribution payable to limited partners. On April 2, 1997, the Partnership intends to make a distribution to the limited partners of record as of March 24, 1997 of $211.08 per Unit, or $23,671,989.
The General Partner has executed an amendment dated March 24, 1997 to the Partnership Agreement which provides for the distribution of the Cash Payment solely to the limited partners and the termination of the Partnership's obligation to pay a Partnership Management Fee and a Property Management Fee for 1996 and subsequent periods.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Part III.
Item 10. Directors and Executive Officers of the Registrant
Registrant has no executive officers or directors. The General Partner manages Registrant's affairs and has general responsibility and authority in all matters affecting its business. The responsibilities of the General Partner are carried out either by executive officers of EHR Opportunity Management, Inc. and IMP Opportunity Management, Inc. as general partners of RP Opportunity Management, L.P. or executive officers of ML Opportunity Management Inc., acting on behalf of the General Partner. The executive officers and directors of RP Opportunity Management, L.P. and ML Opportunity Management Inc. are:
RP Opportunity Management, L.P. (the "Management Company")
Served in Present Name Capacity Since (1) Position Held
Director and President I. Martin Pompadur 6/15/87 IMP Opportunity Management
Executive Vice President Elizabeth McNey Yates 4/01/88 IMP Opportunity Management
(1) The Director holds office until a successor is elected and qualified. All executive officers serve at the pleasure of the Director. ML Opportunity Management Inc. ("MLOM")
Served in Present Name Capacity Since (1) Position Held
Kevin K. Albert 2/19/91 President 6/22/87 Director
Robert F. Aufenanger 2/02/93 Executive Vice President 3/28/88 Director
Michael E. Lurie 8/10/95 Vice President 8/11/95 Director
Steven N. Baumgarten 3/07/94 Vice President
David G. Cohen 8/11/95 Vice President
Diane T. Herte 8/11/95 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, 61, Director and President of RP Opportunity Management, L.P. Mr. Pompadur is also the Chairman and Chief Executive Officer of GP Station Partners which is the General Partner of Television Station Partners, L.P., a private limited partnership that owned and operated four network affiliated television stations. These stations were sold in January 1996 and this partnership is currently in its liquidation phase. Mr. Pompadur is the Chairman and Chief Executive Officer of PBTV, Inc., the Managing General Partner of Northeastern Television Investors Limited Partnership, a private limited partnership which owns and operates WBRE-TV, a network affiliated station in Wilkes-Barre/Scranton, Pennsylvania. Mr. Pompadur is also the President and a Director of RP Media Management ("RPMM"), a joint venture which is a partner in Media Management Partners ("MMP"), an affiliate of the General Partner and the general partner of ML Media Partners, L.P., which presently owns cable television systems and several radio stations. Mr. Pompadur is also Chief Executive Officer of MultiVision Cable TV Corp. ("MultiVision"), a cable television multiple system operator ("MSO") organized in January 1988 and owned principally by Mr. Pompadur and the estate of Elton H. Rule to provide MSO services to cable television systems acquired by entities under his control. Mr. Pompadur is a principal owner, member of the Board of Directors and Secretary of Caribbean International News Corporation ("Caribbean"). Caribbean owns and publishes EL Vocero, the largest Spanish language daily newspaper in the United States.
Elizabeth McNey Yates, 33, Executive Vice President of RP Opportunity Management, L.P., joined RP Companies Inc., an entity controlled by Mr. Pompadur, in April 1988 and has senior executive responsibilities in the areas of finance, operations, administration, acquisitions and dispositions. Ms. Yates is Chief Operating Officer and Executive Vice President of RP Companies, Inc., Executive Vice President of RPMM, Chief Operating Officer and Executive Vice President of RP Radio Management Inc. and is the President and Chief Operating Officer of MultiVision.
Kevin K. Albert, 44, a Managing Director of Merrill Lynch Investment Banking Group ("ML Investment Banking"), joined Merrill Lynch in 1981. Mr. Albert works in the Equity Private Placement Group and 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 Media Management Inc. ("ML Media"), an affiliate of MLOM and a joint venturer of Media Management Partners, the general partner of ML Media Partners, L.P.; a director of ML Film Entertainment Inc. ("ML Film"), an affiliate of MLOM and the managing general partner of the general partners of Delphi Film Associates IV, V and ML Delphi Premier Partners, L.P.; a director of ML Mezzanine II Inc. ("ML Mezzanine II"), an affiliate of MLOM and sole general partner of the managing general partner of ML-Lee Acquisition Fund II, L.P. and ML-Lee Acquisition Fund (Retirement Accounts) II, L.P.; a director of ML Mezzanine Inc. ("ML Mezzanine"), an affiliate of MLOM and the sole general partner of the managing general partner of ML-Lee Acquisition Fund, L.P.; a director of Merrill Lynch Venture Capital Inc. ("ML Venture"), an affiliate of MLOM and the general partner of the Managing General Partner of ML Venture Partners II, L.P. ("Venture II") and ML Oklahoma Venture Partners Limited Partnership ("Oklahoma"); and a director of Merrill Lynch R&D Management Inc. ("ML R&D"), an affiliate of MLOM and the general partner of the General Partner of ML Technology Ventures, L.P.; Mr. Albert also serves as an independent general partner of Venture II.
Robert F. Aufenanger, 43, a Vice President of Merrill Lynch & Co. Corporate Credit and a Director of the Partnership Management Department, joined Merrill Lynch in 1980. Mr. Aufenanger is responsible for the ongoing management of the operations of the equipment, real estate and project related limited partnerships for which subsidiaries of ML Leasing Equipment Corp. and Merrill Lynch, Hubbard Inc., affiliates of Merrill Lynch, are general partners. Mr. Aufenanger is also a director of ML Media, MLH Real Estate Inc., an affiliate of MLOM and the general partner of the Associate General Partner of ML/EQ Real Estate Portfolio, L.P., MLH Property Managers Inc., an affiliate of MLOM and the Managing General Partner of MLH Income Realty Partnership VI, ML Film, ML Venture, ML R&D, ML Mezzanine and ML Mezzanine II.
Michael E. Lurie, 53, a First Vice President of Merrill Lynch & Co. Corporate Credit and the Director of the Asset Recovery Management Department, joined Merrill Lynch in 1970. Prior to his present position, Mr. Lurie was the Director of Debt and Equity Markets Credit responsible for the global allocation of credit limits and the approval and structuring of specific transactions relating to debt and equity products. Mr. Lurie also served as Chairman of the Merrill Lynch International Bank Credit Committee. Mr. Lurie is also a director of ML Media, ML Film, ML Venture, ML R&D and MLH Real Estate Inc.
Steven N. Baumgarten, 41, a Vice President of Merrill Lynch & Co. Corporate Credit joined Merrill Lynch in 1986. Mr. Baumgarten shares responsibility for the ongoing management of the operations of the equipment and project related limited partnerships for which subsidiaries of ML Leasing Equipment Corp., an affiliate of Merrill Lynch, are general partners. Mr. Baumgarten is also a director of ML Film.
David G. Cohen, 34, a Vice President of Merrill Lynch & Co. Corporate Credit joined Merrill Lynch in 1987. Mr. Cohen shares responsibility for the ongoing management of the operations of the equipment and project related limited partnerships for which subsidiaries of ML Leasing Equipment Corp., an affiliate of Merrill Lynch, are general partners.
Diane T. Herte, 36, a Vice President of Merrill Lynch & Co. Investment Banking Group since 1996 and previously an Assistant Vice President of Merrill Lynch & Co. Corporate Credit Group since 1992, joined Merrill Lynch in 1984. Ms. Herte's responsibilities include controllership and financial management functions for certain partnerships for which subsidiaries of Merrill Lynch are the general partner.
Mr. Pompadur and Ms. Yates were each executive officers of Maryland Cable Corp. and Maryland Cable Holdings Corp. at and during the two years prior to the filing by both companies on March 10, 1994 of a consolidated plan of reorganization under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. For more information regarding such filings, refer to "Item 1. Business -- Maryland Cable Corp.".
Mr. Aufenanger is an executive officer of Mid-Miami Diagnostics Inc. ("Mid-Miami Inc."). On October 28, 1994 both Mid-Miami Inc. and Mid-Miami Diagnostics, L.P. filed voluntary petitions for protection from creditors under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.
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 Robert F. Aufenanger Item 11. Executive Compensation.
Registrant does not pay the executive officers or directors of the General Partner any remuneration. The General Partner does not presently pay any remuneration to any of its executive officers or directors. See Note 5 to the Financial Statements included in Item 8

Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of March 20, 1997, no person was known by the Registrant to be the beneficial owner of more than 5 percent of the Units.
To the knowledge of the General Partner, as of February 1, 1997, the officers and directors of the General Partner in aggregate own less than 1% of the outstanding common stock of Merrill Lynch & Co., Inc.
RP Opportunity Management, L.P. ("RPOM") is organized as a limited partnership, the general partners of which are EHR Opportunity Management, Inc., and IMP Opportunity Management, Inc. IMP Opportunity Management, Inc. is wholly-owned by Mr. I. Martin Pompadur and EHR Opportunity Management, Inc. is wholly- owned by The Rule Trust.
Item 13.

Item 13. Certain Relationships and Related Transactions.
Refer to Note 5 to the Financial Statements included in Item 8 hereof, and in Item 1 for a description of the relationship of the General Partner and its affiliates to Registrant and its subsidiaries.
Part IV.
Item 14.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Financial Statements, Financial Statement Schedules and Exhibits.
(1) Financial Statements
See Item 8. "Financial Statements and Supplementary Data."
(2) Financial Statement Schedules
No financial statement schedules are included because of the absence of the conditions under which they are required or because the information is included in the financial statement or the notes thereto.
(3) Exhibits
(b) Reports on Form 8-K.
On January 28, 1997, Registrant filed with the Securities and Exchange Commission a Current Report on Form 8-K dated December 30, 1996. This current report contained details regarding TCS and TCS Inc.'s agreement to sell two television stations to Nexstar Broadcasting Group L.L.C.
(c) Exhibits.
See (a)(3) above.
(d) Financial Statement Schedules.
See (a)(2) above. SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ML MEDIA OPPORTUNITY PARTNERS, L.P. By: Media Opportunity Management Partners General Partner
By: ML Opportunity Management Inc.
Dated: March 27, 1997 /s/ Kevin K. Albert Kevin K. Albert Director and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant in the capacities and on the dates indicated.
RP OPPORTUNITY MANAGEMENT, L.P.
By: IMP Opportunity Management Inc. a general partner
Signature Title Date
/s/ I. Martin Pompadur Director and March 27, 1997 (I. Martin Pompadur) President(principal executive officer of the Registrant)
/s/Elizabeth McNey Yates Executive Vice March 27, 1997 (Elizabeth McNey Yates) President
ML OPPORTUNITY MANAGEMENT INC. ("MLOM")
Signature Title Date
Each with respect to MLOM unless otherwise noted)
/s/ Kevin K. Albert Director and March 27, 1997 (Kevin K. Albert) President
/s/ Robert F. Aufenanger Director and March 27, 1997 (Robert F. Aufenanger) Executive Vice President
/s/ Michael E. Lurie Director and Vice March 27, 1997 (Michael E. Lurie) President
/s/ Diane T. Herte Treasurer March 27, 1997 (Diane T. Herte) (principal accounting officer and principal financial officer of the Registrant)