10-Q 1 mopp10q033101.txt 03-31-01 FORM 10-Q FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 0-16690 (Commission File Number) ML MEDIA OPPORTUNITY PARTNERS, L.P. (Exact name of registrant as specified in its governing instruments) Delaware (State or other jurisdiction of organization) 13-3429969 (IRS Employer Identification No.) Four World Financial Center 26th Floor New York, New York 10080 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 288-3694 N/A -------------------------------------------------------------------------------- Former name, former address and former fiscal year if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ML Media Opportunity Partners, L.P. Part 1 - Financial Information. Item 1. Financial Statements. TABLE OF CONTENTS Consolidated Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000 (Unaudited) Consolidated Statements of Operations for the three months ended March 31, 2001 (Unaudited) and March 31, 2000 (Unaudited) Consolidated Statements of Cash Flows for the three months ended March 31, 2001 (Unaudited) and March 31, 2000 (Unaudited) Consolidated Statements of Changes in Partners' Capital for the three months ended March 31, 2001 (Unaudited) Notes to Consolidated Financial Statements for the three months ended March 31, 2001 (Unaudited)

See Notes to Consolidated Financial Statements (Unaudited).

See Notes to Consolidated Financial Statements (Unaudited).

See Notes to Consolidated Financial Statements (Unaudited). ML MEDIA OPPORTUNITY PARTNERS, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED) 1. ORGANIZATION AND BASIS OF PRESENTATION ML Media Opportunity Partners, L.P. (the "Partnership") was formed and the Certificate of Limited Partnership was filed under the Delaware Revised Uniform Limited Partnership Act on June 23, 1987. Operations commenced on March 23, 1988 with the first closing of the sale of units of limited partnership interest ("Units"). Subscriptions for an aggregate of 112,147.1 Units were accepted and are now outstanding. Media Opportunity Management Partners (the "General Partner") is a joint venture, organized as a general partnership under the laws of the State of New York, between RP Opportunity Management, L.P. ("RPOM"), a limited partnership under Delaware law, and ML Opportunity Management Inc. ("MLOM"), a Delaware corporation and an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. The General Partner was formed for the purpose of acting as general partner of the Partnership. The General Partner's total initial capital contribution amounted to $1,132,800 which represents 1% of the total Partnership capital contributions. Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), the General Partner is liable for all general obligations of the Partnership to the extent not paid by the Partnership. The limited partners are not liable for the obligations of the Partnership in excess of the amount of their contributed capital. The Partnership was formed to acquire, finance, hold, develop, improve, maintain, operate, lease, sell, exchange, dispose of and otherwise invest in and deal with media businesses and direct and indirect interests therein. As of September 22, 1997, with the closing of the sale of MV Technology Limited ("MVT"), the Partnership disposed of its last Media Business (as defined in the Partnership Agreement). As a result, as of September 22, 1998 (one year following the disposition of its last Media Business), pursuant to the Partnership Agreement, the Partnership is in dissolution and its only remaining activity is to wind up its affairs, which includes providing for or resolving its remaining obligations and contingencies, and making a final cash distribution, if any, to its partners. The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of the General Partner, the financial statements include all adjustments necessary to reflect fairly the financial position of the Partnership as of March 31, 2001 and the results of operations, cash flows and partners' capital of the Partnership for the interim periods presented. All adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2001 are not necessarily indicative of the results of operations for the entire year. Additional information, including the audited year end 2000 Financial Statements and the Significant Accounting Policies, is included in the Partnership's filing on Form 10-K for the year ended December 31, 2000 on file with the Securities and Exchange Commission. 2. Liquidity and Summary of Investment Status As of March 31, 2001, the Partnership had $11,488,031 in cash and cash equivalents. As of March 31, 2001, the Partnership's obligations and contingencies relating to its former investments amounted to approximately $1.8 million, in the aggregate, and are recorded as a liability in the financial statements of the Partnership. The General Partner intends to resolve these obligations and contingencies as soon as practicable. The General Partner currently anticipates that the pendency of certain litigation, as described below, related claims against the Partnership for indemnification, other costs and expenses related to such litigation, and the involvement of management, will adversely affect (a) the timing of the termination of the Partnership, (b) the amount of proceeds which may be available for distribution, and (c) the timing of the distribution to limited partners of any net proceeds that remain after resolving such obligations and contingencies. Pursuant to an amendment to the Partnership Agreement dated March 24, 1997, the Partnership's obligation to pay a Partnership Management Fee and a Property Management Fee for 1996 and subsequent periods was terminated. Therefore, although the General Partner continues to provide services on behalf of the Partnership, the Partnership did not pay for these services and will not pay for such services in the future. However, in accordance with GAAP, for financial reporting purposes, amounts equal to these services for the first quarter of 2001 and 2000 of $476,303 and $467,785, respectively, have been treated in the accompanying consolidated statements of operations as an expense for services provided by the General Partner with a corresponding increase in General Partner's capital due to the capital contributions. In conjunction with the General Partner's capital increase, a transfer was made to the limited partners' capital account in the aggregate amount of $471,540 and $463,107 during the first quarter of 2001 and 2000, respectively, which represents the limited partners' share (99%) of the capital contribution of such services. The foregoing expense and capital transfer have no effect on the capital of the limited partners or the General Partner. 3. Legal Proceedings On August 29, 1997, a purported class action was commenced in New York Supreme Court, New York County, on behalf of the limited partners of the Partnership, against the Partnership, the General Partner, the General Partner's two partners, MLOM and RPOM, Merrill Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). The action concerns the Partnership's payment of certain management fees and expenses to the General Partner and the payment of certain purported fees to an affiliate of RPOM. Specifically, the plaintiffs allege breach of the Partnership Agreement, breach of fiduciary duties and unjust enrichment by the General Partner in that the General Partner allegedly: (1) improperly failed to return to plaintiffs and the alleged class members certain uninvested capital contributions in the amount of $18.5 million (less certain reserves), (2) improperly paid itself management fees in the amount of $18.3 million, and (3) improperly paid Multivision Cable TV Corp., an affiliate of RPOM, supposedly duplicative management fees in an amount in excess of $6 million. In addition, plaintiffs assert a claim for quantum meruit, supposedly seeking credit for, and counsel fees based on, the benefit received by the limited partners as a result of the voluntary payment made by Merrill Lynch to the Partnership in March 1997, in the amount of approximately $23 million, representing management fees, certain expenses, and interest paid by the Partnership to the General Partner since 1990. With respect to Merrill Lynch & Co., Inc., Merrill Lynch, MLOM and RPOM, plaintiffs claim that these defendants aided and abetted the General Partner in the alleged breach of the Partnership Agreement and in the alleged breach of the General Partner's fiduciary duties. Plaintiffs seek, among other things, an injunction barring defendants from paying themselves management fees or expenses not expressly authorized by the Partnership Agreement, an accounting, disgorgement of the alleged improperly paid fees and expenses, return of uninvested capital contributions, counsel fees, and compensatory and punitive damages. Defendants believe that they have good and meritorious defenses to the action, and vigorously deny any wrongdoing with respect to the alleged claims. Defendants moved to dismiss the complaint and each claim for relief therein. On March 3, 1999, the New York Supreme Court issued an order granting defendants' motion and dismissing plaintiffs' complaint in its entirety, principally on the grounds that the claims are derivative and plaintiffs lack standing to bring suit because they failed to make a pre-litigation demand on the General Partner. 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 to clarify or modify the Court's March 3, 1999 order. On June 23, 2000, plaintiffs filed a motion for reargument with respect to certain portions of the Appellate Division's Decision and Order. In August 2000, the motion for reargument was denied. On August 17, 2000, Plaintiffs filed a motion to modify the Supreme Court's June 13, 2000 order, and to permit them to file an amended complaint. On January 16, 2001, the Supreme Court denied the motion. The Partnership Agreement provides for indemnification, to the fullest extent provided by law, for any person or entity named as a party to any threatened, pending or completed lawsuit by reason of any alleged act or omission arising out of such person's activities as a General Partner or as an officer, director or affiliate of either RPOM, MLOM or the General Partner, subject to specified conditions. In connection with the purported class action noted above, the Partnership has received notices of requests for indemnification from the following defendants named therein: the General Partner, MLOM, RPOM, Merrill Lynch & Co., Inc., and Merrill Lynch. For the three months ended March 31, 2001 and 2000, the Partnership incurred approximately $8,000 and $11,000, respectively, for legal costs relating to such indemnification. Such cumulative costs amount to approximately $619,000 through March 31, 2001. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources. As of March 31, 2001, Registrant had $11,488,031 in cash and cash equivalents. Pursuant to the Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), Registrant is in dissolution and its only remaining activity is to wind up its affairs, which includes providing for or resolving its remaining obligations and contingencies (see below), and making a final cash distribution, if any, to its partners. As of March 31, 2001, Registrant's obligations and contingencies relating to its former investments amounted to approximately $1.8 million, in the aggregate, and are recorded as a liability in the financial statements of Registrant. Media Opportunity Management Partners (the "General Partner") intends to resolve these obligations and contingencies as soon as practicable. However, as a result of outstanding litigation (see below), Registrant has experienced a delay in its liquidation. Registrant's ongoing cash needs will be to fund its existing obligations and costs in connection with the liquidation of Registrant, as well as providing for costs and expenses related to the purported class action lawsuit described below. The General Partner currently anticipates that the pendency of such litigation, as described below, related claims against Registrant for indemnification, other costs and expenses related to such litigation, and the involvement of management, will adversely affect (a) the timing of the termination of Registrant, (b) the amount of proceeds which may be available for distribution, and (c) the timing of the distribution to the limited partners of any net proceeds that remain after resolving such obligations and contingencies. Pursuant to an amendment to the Partnership Agreement (the "Amendment") dated March 24, 1997, Registrant's obligation to pay a Partnership Management Fee and a Property Management Fee for 1996 and subsequent periods was terminated. Therefore, although the General Partner continues to provide services on behalf of Registrant, Registrant did not pay for these services and will not pay for such services in the future. However, in accordance with accounting principles generally accepted in the United States of America, for financial reporting purposes, an amount equal to these services for the first quarter of 2001 of $476,303 has been treated in the accompanying consolidated statement of operations as an expense with a corresponding increase in General Partner's capital due to the capital contributions for services provided by the General Partner. In conjunction with the General Partner's capital increase, a transfer was made to the limited partners' capital account for the limited partners' share (99%) of the capital contribution of such services. The foregoing expense and capital transfer have no effect on the capital of the limited partners or the General Partner. On August 29, 1997, a purported class action was commenced in New York Supreme Court, New York County, on behalf of the limited partners of Registrant, against Registrant, the General Partner, the General Partner's two partners, ML Opportunity Management Inc. ("MLOM") and RP Opportunity Management, L.P. ("RPOM"), Merrill Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). The action concerns Registrant's payment of certain management fees and expenses to the General Partner and the payment of certain purported fees to an affiliate of RPOM. Specifically, the plaintiffs allege breach of the Partnership Agreement, breach of fiduciary duties and unjust enrichment by the General Partner in that the General Partner allegedly: (1) improperly failed to return to plaintiffs and the alleged class members certain uninvested capital contributions in the amount of $18.5 million (less certain reserves), (2) improperly paid itself management fees in the amount of $18.3 million, and (3) improperly paid Multivision Cable TV Corp., an affiliate of RPOM, supposedly duplicative management fees in an amount in excess of $6 million. In addition, plaintiffs assert a claim for quantum meruit, supposedly seeking credit for, and counsel fees based on, the benefit received by the limited partners as a result of the voluntary payment made by Merrill Lynch to Registrant in March 1997, in the amount of approximately $23 million, representing management fees, certain expenses, and interest paid by Registrant to the General Partner since 1990. With respect to Merrill Lynch & Co., Inc., Merrill Lynch, MLOM and RPOM, plaintiffs claim that these defendants aided and abetted the General Partner in the alleged breach of the Partnership Agreement and in the alleged breach of the General Partner's fiduciary duties. Plaintiffs seek, among other things, an injunction barring defendants from paying themselves management fees or expenses not expressly authorized by the Partnership Agreement, an accounting, disgorgement of the alleged improperly paid fees and expenses, return of uninvested capital contributions, counsel fees, and compensatory and punitive damages. Defendants believe that they have good and meritorious defenses to the action, and vigorously deny any wrongdoing with respect to the alleged claims. Defendants moved to dismiss the complaint and each claim for relief therein. On March 3, 1999, the New York Supreme Court issued an order granting defendants' motion and dismissing plaintiffs' complaint in its entirety, principally on the grounds that the claims are derivative and plaintiffs lack standing to bring suit because they failed to make a pre-litigation demand on the General Partner. 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 to clarify or modify the Court's March 3, 1999 order. On June 23, 2000, plaintiffs filed a motion for reargument with respect to certain portions of the Appellate Division's Decision and Order. In August 2000, the motion for reargument was denied. 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 derivative complaint. On January 16, 2001, the Supreme Court denied the motion. The Partnership Agreement provides for indemnification, to the fullest extent provided by law, for any person or entity named as a party to any threatened, pending or completed lawsuit by reason of any alleged act or omission arising out of such person's activities as a General Partner or as an officer, director or affiliate of either RPOM, MLOM or the General Partner, subject to specified conditions. In connection with the purported class action noted above, Registrant has received notices of requests for indemnification from the following defendants named therein: the General Partner, MLOM, RPOM, Merrill Lynch & Co., Inc., and Merrill Lynch. For the three months ended March 31, 2001 and 2000, the Partnership incurred approximately $8,000 and $11,000, respectively, for legal costs relating to such indemnification. Such cumulative costs amount to approximately $619,000 through March 31, 2001. Forward Looking Information In addition to historical information contained or incorporated by reference in this report on Form 10-Q, Registrant may make or publish forward-looking statements about management expectations, strategic objectives, business prospects, anticipated financial performance, and other similar matters. In order to comply with the terms of the safe harbor for such statements provided by the Private Securities Litigation Reform Act of 1995, Registrant notes that a variety of factors, many of which are beyond its control, affect its operations, performance, business strategy, and results and could cause actual results and experience to differ materially from the expectations expressed in these statements. These factors include, but are not limited to, the effect of changing economic and market conditions, trends in business and finance and in investor sentiment, the level of volatility of interest rates, the impact of current, pending, and future legislation and regulation both in the United States and throughout the world, and the other risks and uncertainties detailed in this Form 10-Q. Registrant undertakes no responsibility to update publicly or revise any forward-looking statements. Results of Operations. 2001 vs. 2000 Registrant generated a net loss of approximately $341,000 in the first three months of 2001, which was comprised of services provided by the General Partner of approximately $476,000, professional fees and other expenses of approximately $11,000, partially offset by interest and other income of approximately $146,000. Registrant generated a net loss of approximately $341,000 in the first three months of 2000, which was comprised of services provided by the General Partner of approximately $468,000, professional fees and other expenses of approximately $15,000, partially offset by interest and other income of approximately $142,000. There was no material change in the results of operations for the 2001 period as compared to the 2000 period. Registrant's net income, excluding services provided by the General Partner, due to the termination of Registrant's obligation to pay for management fees since 1996, was approximately $135,000 and $127,000, for the first three months of 2001 and 2000, respectively. Item 3. Quantitative and Qualitative Disclosure About Market Risk As of March 31, 2001, Registrant maintains a portion of its cash equivalents in financial instruments with original maturities of three months or less. These financial instruments are subject to interest rate risk, and will decline in value if interest rates increase. A significant increase or decrease in interest rates would not have a material effect on Registrant's financial position. PART II - OTHER INFORMATION. Item 1. Legal Proceedings. On August 29, 1997, a purported class action was commenced in New York Supreme Court, New York County, on behalf of the limited partners of Registrant, against Registrant, the General Partner, the General Partner's two partners, ML Opportunity Management Inc. ("MLOM") and RP Opportunity Management, L.P. ("RPOM"), Merrill Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). The action concerns Registrant's payment of certain management fees and expenses to the General Partner and the payment of certain purported fees to an affiliate of RPOM. Specifically, the plaintiffs allege breach of the Partnership Agreement, breach of fiduciary duties and unjust enrichment by the General Partner in that the General Partner allegedly: (1) improperly failed to return to plaintiffs and the alleged class members certain uninvested capital contributions in the amount of $18.5 million (less certain reserves), (2) improperly paid itself management fees in the amount of $18.3 million, and (3) improperly paid Multivision Cable TV Corp., an affiliate of RPOM, supposedly duplicative management fees in an amount in excess of $6 million. In addition, plaintiffs assert a claim for quantum meruit, supposedly seeking credit for, and counsel fees based on, the benefit received by the limited partners as a result of the voluntary payment made by Merrill Lynch to Registrant in March 1997, in the amount of approximately $23 million, representing management fees, certain expenses, and interest paid by Registrant to the General Partner since 1990. With respect to Merrill Lynch & Co., Inc., Merrill Lynch, MLOM and RPOM, plaintiffs claim that these defendants aided and abetted the General Partner in the alleged breach of the Partnership Agreement and in the alleged breach of the General Partner's fiduciary duties. Plaintiffs seek, among other things, an injunction barring defendants from paying themselves management fees or expenses not expressly authorized by the Partnership Agreement, an accounting, disgorgement of the alleged improperly paid fees and expenses, return of uninvested capital contributions, counsel fees, and compensatory and punitive damages. Defendants believe that they have good and meritorious defenses to the action, and vigorously deny any wrongdoing with respect to the alleged claims. Defendants moved to dismiss the complaint and each claim for relief therein. On March 3, 1999, the New York Supreme Court issued an order granting defendants' motion and dismissing plaintiffs' complaint in its entirety, principally on the grounds that the claims are derivative and plaintiffs lack standing to bring suit because they failed to make a pre-litigation demand on the General Partner. 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 to clarify or modify the Court's March 3, 1999 order. On June 23, 2000, plaintiffs filed a motion for reargument with respect to certain portions of the Appellate Division's Decision and Order. In August 2000, the motion for reargument was denied. On August 17, 2000, plaintiffs filed a motion to modify the Supreme Court's June 13, 2000 order, and to permit them to file an amended complaint. On January 16, 2001, the Supreme Court denied the motion. The Partnership Agreement provides for indemnification, to the fullest extent provided by law, for any person or entity named as a party to any threatened, pending or completed lawsuit by reason of any alleged act or omission arising out of such person's activities as a General Partner or as an officer, director or affiliate of either RPOM, MLOM or the General Partner, subject to specified conditions. In connection with the purported class action noted above, Registrant has received notices of requests for indemnification from the following defendants named therein: the General Partner, MLOM, RPOM, Merrill Lynch & Co., Inc., Merrill Lynch. For the three months ended March 31, 2001, Registrant incurred approximately $8,000 for legal costs relating to such indemnification. Such cumulative costs amount to approximately $619,000 through March 31, 2001. Registrant is not aware of any other material legal proceedings. Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. A). Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. By: Media Opportunity Management Partners General Partner By: RP Opportunity Management, L.P. General Partner By: IMP Opportunity Management Inc. Dated: May 15, 2001 /s/ I. Martin Pompadur ------------------------------------- I. Martin Pompadur Director and President (principal executive officer of the Registrant) Dated: May 15, 2001 /s/ Elizabeth McNey Yates ------------------------------------- Elizabeth McNey Yates Executive Vice President SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ML MEDIA OPPORTUNITY PARTNERS, L.P. By: Media Opportunity Management Partners General Partner By: ML Opportunity Management, Inc. Dated: May 15, 2001 /s/ Kevin K. Albert ----------------------------------------- Kevin K. Albert Director and President Dated: May 15, 2001 /s/ James V. Caruso ----------------------------------------- James V. Caruso Director and Executive Vice President Dated: May 15, 2001 /s/ Anthony J. Lafaire ----------------------------------------- Anthony J. Lafaire Director and Vice President Dated: May 15, 2001 /s/ Diane T. Herte ----------------------------------------- Diane T. Herte Vice President and Treasurer (principal accounting officer and principal financial officer of Registrant)

ML MEDIA OPPORTUNITY PARTNERS L P ET AL 10-Q