AGREEMENT OF ASSIGNMENT AND TRANSFER
FOR LIMITED PARTNERSHIP INTERESTS IN
ML MEDIA PARTNERS, L.P.
[Name of Owner of Units] TAID# [Number]
[Address] ML Media Partners, L.P.
[Address] UNITS OWNED: [Number]
[Town], [State] [Zip Code]
Please make any corrections to name/mailing address in space to the left.
I hereby tender to Madison Liquidity Investors 104, LLC, a Delaware limited
liability company ("Madison"), the above-described limited partnership interests
(the "Units") in ML Media Partners, L.P., a Delaware limited partnership (the
"Partnership"), for $750.00 per Unit in cash (reduced by the amount of (i) any
transfer fee payable to the Partnership in respect of the Units tendered hereby
and (ii) any cash distributions made to me by the Partnership on or after
November 23, 1998) in accordance with the terms and subject to the conditions of
Madison's Offer to Purchase as Exhibit (a)(1) to Schedule 14D-1 dated November
23, 1998 (the "Offer to Purchase") and this Agreement of Assignment and Transfer
(which, together with the Offer to Purchase and any supplements or amendments,
constitutes the "Offer"). I acknowledge that I have received the Offer to
Purchase. The Offer will remain open until December 22, 1998, subject to
extension at the discretion of Madison. It is understood that payment for the
Units tendered hereby will be made by check mailed to me at the address above
promptly after the date of the Partnership's confirmation that the transfer of
the Units to Madison is effective, subject to Section 4 (Proration) and Section
5 (Withdrawal Rights) of the Offer to Purchase. The Offer is subject to Section
14 (Conditions of the Offer) of the Offer to Purchase.
Subject to, and effective upon, acceptance of this Agreement of Assignment and
Transfer and payment for the Units tendered hereby in accordance with the terms
and subject to the conditions of the Offer, I hereby sell, assign, transfer,
convey and deliver (the "Transfer") to Madison, all of my right, title and
interest in and to the Units tendered hereby and accepted for payment pursuant
to the Offer and any and all non-cash distributions, other Units or other
securities issued or issuable in respect thereof on or after November 23, 1998,
including, without limitation, to the extent that they exist, all rights in, and
claims to, any Partnership profits and losses, cash distributions, voting rights
and other benefits of any nature whatsoever distributable or allocable to the
Units under the Partnership's limited partnership agreement (the "Partnership
Agreement"), (i) unconditionally to the extent that the rights appurtenant to
the Units may be transferred and conveyed without the consent of the general
partner of the Partnership (the "General Partner"), and (ii) in the event that
Madison elects to become a substituted limited partner of the Partnership,
subject to the consent of the General Partner to the extent such consent may be
required in order for Madison to become a substituted limited partner of the
Partnership.
It is my intention that Madison, if it so elects, succeed to my interest as a
Substitute Limited Partner, as defined in the Partnership Agreement, in my place
with respect to the transferred Units. It is my understanding, and I hereby
acknowledge and agree, that Madison shall be entitled to receive all
distributions of cash or other property from the Partnership attributable to the
transferred Units that are made on or after November 23, 1998, including,
without limitation, all distributions of Distributable Cash Flow and Net Cash
Proceeds, without regard to whether the cash or other property that is included
in any such distribution was received by the Partnership before or after the
Transfer and without regard to whether the applicable sale, financing,
refinancing or other disposition took place before or after the Transfer. It is
my further understanding, and I further acknowledge and agree, that the taxable
income and taxable loss attributable to the transferred Units with respect to
the taxable period in which the Transfer occurs shall be divided among and
allocated between me and Madison as provided in the Partnership Agreement, or in
accordance with such other lawful allocation methodology as may be agreed upon
by the Partnership and Madison. I represent and warrant that I have the full
right, power and authority to transfer the subject Units and to execute this
Agreement of Assignment and Transfer and all other documents executed in
connection herewith without the joinder of any other person or party, and if I
am executing this Agreement of Assignment and Transfer or any other document in
connection herewith on behalf of a business or other entity other than an
individual person, I have the right, power and authority to execute such
documents on behalf of such entity without the joinder of any other person or
party.
Subject to Section 5 (Withdrawal Rights) of the Offer to Purchase, I hereby
irrevocably constitute and appoint Madison as my true and lawful agent and
attorney-in-fact with respect to the Units, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) vote or act in such manner as any such attorney-in-fact shall,
in its sole discretion, deem proper with respect to the Units; (ii) deliver the
Units and transfer ownership of the Units on the Partnership's books maintained
by the General Partner; (iii) endorse, on my behalf, any and all payments
received by Madison from the Partnership that are made on or after November 23,
1998, which are made payable to me, in favor of Madison or any other payee
Madison otherwise designates; (iv) execute a Loss and Indemnity Agreement
relating to the Units on my behalf if I fail to include my original
certificate(s) (if any) representing the Units with this Agreement; (v) execute
on my behalf any applications for transfer and any distribution allocation
agreements required by National Association of Securities Dealers Notice to
Members 96-14 to give effect to the transactions contemplated by this Agreement;
(vi) receive all benefits and cash distributions and otherwise exercise all
rights of beneficial ownership of the Units; and (vii) direct the General
Partner to immediately change the address of record of the registered owner of
the transferred Units to that of Madison, as my attorney-in-fact. Madison is
further authorized, as part of its powers as my attorney-in-fact with respect to
the Units, to commence any litigation that Madison, in its sole discretion,
deems necessary to enforce any exercise of Madison's powers as my
attorney-in-fact as set forth herein. Madison shall not be required to post bond
of any nature in connection with this power of attorney. I hereby direct the
Partnership and the General Partner to remit to Madison any distributions made
by the Partnership with respect to the Units on or after November 23, 1998. To
the extent that any distributions are made by the Partnership with respect to
the Units on or after November 23, 1998, that are received by me, I agree to
promptly pay over such distributions to Madison. I further agree to pay any
costs incurred by Madison in connection with the enforcement of any of my
obligations hereunder or my breach of any of the agreements, representations and
warranties made by me herein.
I hereby direct the General Partner to immediately change my address of record
as the registered owner of the Units to be transferred herein to that of
Madison, conditional solely upon Madison's execution of this Agreement.
IF LEGAL TITLE TO THE UNITS IS HELD THROUGH AN ▇▇▇ OR ▇▇▇▇▇ OR SIMILAR ACCOUNT,
I UNDERSTAND THAT THIS AGREEMENT MUST BE SIGNED BY THE CUSTODIAN OF SUCH ▇▇▇ OR
▇▇▇▇▇ ACCOUNT. FURTHERMORE, I HEREBY AUTHORIZE AND DIRECT THE CUSTODIAN OF SUCH
▇▇▇ OR ▇▇▇▇▇ TO CONFIRM THIS AGREEMENT.
I hereby represent and warrant to Madison that I (i) have received and reviewed
the Offer to Purchase and (ii) own the Units and have full power and authority
to validly sell, assign, transfer, convey and deliver to Madison the Units, and
that effective when the Units are accepted for payment by Madison, I hereby
convey to Madison, and Madison will hereby acquire good, marketable and
unencumbered title thereto, free and clear of all options, liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the Units will not be subject to
any adverse claim. I further represent and warrant that I am a "United States
person," as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986,
as amended.
I hereby release and discharge the General Partner and its officers,
shareholders, directors, employees and agents from all actions, causes of
action, claims or demands I have, or may have, against the General Partner that
result from the General Partner's reliance on this Agreement of Assignment and
Transfer or any of the terms and conditions contained herein. I hereby indemnify
and hold harmless the Partnership from and against all claims, demands, damages,
losses, obligations and responsibilities arising, directly or indirectly, out of
a breach of any one or more representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive my death
or incapacity and all of my obligations shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. In
addition, I hereby agree not to offer, sell or accept any offer to purchase any
or all of the Units to or from any third party while the Offer remains open.
Upon request, I will execute and deliver any additional documents deemed by
Madison to be necessary or desirable to complete the assignment, transfer and
purchase of the Units.
I HEREBY CERTIFY, UNDER PENALTIES OF PERJURY, THAT THE STATEMENTS IN BOX A, BOX
C, BOX D AND, IF APPLICABLE, BOX E BELOW ARE TRUE AND CORRECT.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. I waive any claim that any State or Federal court located
in the State of Delaware is an inconvenient forum, and waive any right to trial
by jury.
PLEASE COMPLETE ALL SHADED AREAS
SIGN HERE TO TENDER YOUR UNITS
================================================================================
BOX A
(See Instructions to Complete Agreement of Assignment and Transfer - Box A)
All
Date:__________________________, 1998 _________________________________________
(If you desire to sell less than
all of your Units, strike "All" and
indicate the number of Units to be
sold)
----------------------------------- ------------------------------------- ----------------------------------------------------
Your Social Security or Your Telephone Number Signature of Co-Seller and Medallion Signature
Taxpayer Identification Number Guarantee (If applicable)
--------------------------------------------------------------------------------
Your Signature and Medallion Signature Guarantee
--------------------------------------------------------------------------------
Custodian Signature and Medallion Signature Guarantee
(REQUIRED IF UNITS HELD IN ▇▇▇/▇▇▇▇▇)
Please note: A Medallion Signature Guarantee is similar to a notary, but is
provided by your bank or brokerage house where you have an account.
================================================================================
BOX B
MEDALLION SIGNATURE GUARANTEE
(Required for all Sellers)
(See Instructions to Complete Agreement of Assignment and Transfer - Box B)
--------------------------------------------------------------------------------
Name and Address of Bank or Brokerage House:____________________________________
Authorized Signature of Bank or Brokerage House Representative:_________________
Title:__________________________________________________________________________
Name:___________________________________________________________________________
Date: ________, 199_
Please note: A Medallion Signature Guarantee is similar to a notary, but is
provided by your bank or brokerage house where you have an account.
================================================================================
BOX C
SUBSTITUTE FORM W-9
(See Instructions to Complete Agreement of Assignment and Transfer - Box C)
--------------------------------------------------------------------------------
The person signing this Agreement of Assignment and Transfer hereby
certifies the following to the Purchaser under penalties of perjury:
(i) The TIN set forth in the signature box in Box A of this Agreement
of Assignment and Transfer is the correct TIN of the Unitholder, or if this box
[ ] is checked, the Unitholder has applied for a TIN. If the Unitholder has
applied for a TIN, a TIN has not been issued to the Unitholder, and either: (a)
the Unitholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (B) THE
UNITHOLDER INTENDS TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE (IT
BEING UNDERSTOOD THAT IF THE UNITHOLDER DOES NOT PROVIDE A TIN TO THE PURCHASER
WITHIN SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO THE UNITHOLDER
THEREAFTER WILL BE WITHHELD UNTIL A TIN IS PROVIDED TO THE PURCHASER); and
(ii) Unless this box [ ] is checked, the Unitholder is not subject to
backup withholding either because the Unitholder: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unitholder is subject
to backup withholding as a result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Unitholder is no longer
subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the
Unitholder is not subject to backup withholding.
================================================================================
BOX D
FIRPTA AFFIDAVIT
(See Instructions to Complete Agreement of Assignment and Transfer - Box D)
--------------------------------------------------------------------------------
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the Unitholder's interest in the Partnership, the
person signing this Agreement of Assignment and Transfer hereby certifies the
following under penalties of perjury:
(i) Unless this box [ ] is checked, the Unitholder, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations); (ii) the Unitholder's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box in Box A of this
Agreement of Assignment and Transfer; and (iii) the Unitholder's home address
(for individuals) or office address (for non-individuals), is correctly printed
(or corrected) on the top of this Agreement of Assignment and Transfer. If a
corporation, the jurisdiction of incorporation is ________________________.
The person signing this Agreement of Assignment and Transfer understands
that this certification may be disclosed to the IRS by the Purchaser and that
any false statements contained herein could be punished by fine, imprisonment,
or both.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇
(See Instructions to Complete Agreement of Assignment and Transfer - Box E)
--------------------------------------------------------------------------------
By checking this box [ ], the person signing this Agreement of Assignment
and Transfer hereby certifies under penalties of perjury that the Unitholder is
an "exempt foreign person" for purposes of the backup withholding rules under
the U.S. federal income tax laws, because the Unitholder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a
broker.
================================================================================
AGREED TO AND ACCEPTED:
Madison Liquidity Investors 104, LLC
By:_______________________________________________________
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
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Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
EXHIBIT (a)(3)
MADISON LIQUIDITY INVESTORS 104, LLC,
--------------------------------------------------------------------------------
c/o Gemisys Tender Services o ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ o Fax: ▇▇▇-▇▇▇-▇▇▇▇
November 23, 1998
TO UNITHOLDERS IN ML MEDIA PARTNERS, L.P.
RE: Offer to Purchase Limited Partnership Interests
-----------------------------------------------
Dear Fellow Investor:
Madison Liquidity Investors 104, LLC ("Madison") is seeking to buy your Limited
Partnership Interests (the "Units") in ML Media Partners, L.P. (the
"Partnership") for $750.00 per Unit in CASH. This amount will be reduced by the
$50.00 transfer fee (per transfer, not per Unit) charged by the Partnership and
any cash distributions made by the Partnership on or after November 23, 1998.
WE ARE AN INVESTMENT FIRM WHICH BUYS UNITS IN DOZENS OF UNDERPERFORMING LIMITED
PARTNERSHIPS AND ARE NOT AFFILIATED WITH THE PARTNERSHIP NOR THE GENERAL
PARTNER. We are principals seeking to acquire Units for our investment portfolio
only (we are not a matching service or professional broker who resells units).
Madison and its affiliates have over $270 million in capital that is committed
to paying limited partners for their units. To date, over 45,000 limited
partners nationwide in over 250 limited partnerships have chosen to sell their
units to us. This has made Madison a leading and reliable choice for limited
partnership investors seeking a time and cost efficient liquidity option.
Please consider the following points in evaluating our offer:
o FAST, COMMISSION-FREE SALE. Our offer provides you with the opportunity to
immediately sell your Units without the commission costs (generally, up to
10% of the sales price, subject to a $150-$200 minimum commission per
trade) paid by the seller in typical secondary market sales. Remember, with
secondary market matching services, the process to sell your Units will not
even begin until an interested buyer can be found, which cannot be assured
and can take days, weeks or even months.
o HISTORICAL PARTNERSHIP PERFORMANCE. The Partnership was closed 11 years
ago. You invested $1,000.00 per Unit and to date an original investor has
received total cash distributions of approximately $715.00 per Unit from
the Partnership. When combined with the remaining net asset value (as
estimated by the General Partner) this would represent an average annual
return on your investment of 6.5%.
o HIGHER PRICE THAN RECENT SALES. Our offer price of $750.00 per Unit is 32%
higher than a recent tender offer of $570.00 and 50% higher than the March
1998 tender offer of $500.00 from JJJ Fund. Our offer price is also 19.2%
higher than the recent secondary market price. The weighted average of the
secondary market price of Units sold during the period from June to July
1998 was $628.75 per Unit (after netting out typical commissions) according
to the July/August 1998 issue of The Partnership Spectrum.
o ILLIQUID UNITS. The relative illiquidity of the Units resulting from the
absence of a formal trading market means the Units are difficult to sell.
In fact, there were only five sales per month representing 0.16% of the
Partnership's Units, on average, during the months of June and July 1998
(the most recent period for which information is available) according to
the July/August issue of The Partnership Spectrum.
o CHANGES IN MARKET CONDITIONS AND RESOLUTION OF CLAIMS MAY DELAY ASSET
SALES. According to the Partnership's latest quarterly report filed on Form
10-Q for the period ending September 25, 1998, the "Registrant continues
its efforts to enter into agreements to sell its remaining investments in
media properties; however, due to changing market conditions, it may not be
prudent to enter into such agreements at the present time." Furthermore,
the Partnership is under no obligation to liquidate its assets before
December 31, 2011.
In addition, according to the Partnership's second quarter report, "The
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 distribution to the limited partners of the net proceeds from the
liquidation of Registrant's assets."
o ESCROW WILL CAUSE PARTNERSHIP TO CONTINUE FOR ADDITIONAL TWO YEARS.
According to the Partnership's Form 8-K filed on August 11, 1998 with
regard to the Partnership's WQAL-FM radio station sale contract, "Under
terms of the Agreement, the closing will not occur earlier than January 4,
1999 and, at closing, an escrow account will be established with respect to
indemnification claims made by Chancellor for a period of two years after
the closing."
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
o UNCERTAIN TIMING OF FINAL PARTNERSHIP LIQUIDATION. A sale of all of the
assets of a partnership is no guarantee that full liquidation will occur
immediately after such sale or shortly thereafter. As stated in the
July/August 1998 issue of The Partnership Spectrum, "Long suffering
partnership investors rejoicing over the sale of their partnership's assets
typically don't realize that it could be months or even years before their
partnership is formally dissolved and the final K-1 is mailed out. While
warranties and representations made to buyers in connection with asset
sales often keep a partnership from dissolving for six to twelve months
after the last property has been sold, a lawsuit can require a partnership
to stay open for years." Accordingly, to the extent that the Partnership
continues to exist after its final asset sale, you will continue to receive
a K-1 and there can be no assurance that the Partnership will make cash
distributions in each of such years.
o ABILITY TO REDEPLOY SALE PROCEEDS INTO OTHER INVESTMENTS. The decision to
sell your Units for cash now would provide you with the ability to redeploy
your investment assets into potentially stronger and liquid investments.
This could, depending on your individual investment decisions, provide
current income and capital appreciation potential, as well as liquidity if
needed.
o SIMPLIFIED TAX FILING. If you sell your Units now, 1998 will be the final
year for which you receive a K-1 tax form from the Partnership, assuming
the transfer of your Units is completed by year end. Many investors who
have tax professionals prepare their taxes find the cost of filing K-1s to
be burdensome, particularly if more than one limited partnership is owned.
o ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units now, 1998
could be the final year in which you incur fees for your ▇▇▇ or retirement
account. Due to the lackluster performance and declining value of limited
partnership units generally, many custodians will not allow the transfer of
limited partnership units into new retirement accounts. While many
investors have consolidated their retirement accounts and taken advantage
of custodial services offered through discount brokerage firms, they may
have had to maintain separate retirement accounts for limited partnership
units, because of custodian restrictions on the transfer of such units.
Once our cash payment is sent directly to your retirement account, you are
free to consolidate your retirement accounts or transfer the funds to a
custodian that offers lower fees.
Madison will only purchase a maximum of 9.9% of the outstanding Units pursuant
to this offer. If more Units are offered to us, we will prorate our purchase
ratably to all sellers. You will be paid promptly following (i) receipt of a
valid, properly executed Agreement of Assignment and Transfer (see the yellow
document enclosed) and (ii) receipt by Madison of the Partnership's confirmation
that the transfer of Units has been effectuated, subject to Section 4
(Proration) of the Offer to Purchase. ALL SALES OF UNITS WILL BE IRREVOCABLE BY
YOU, SUBJECT TO SECTION 5 (WITHDRAWAL RIGHTS) OF THE OFFER TO PURCHASE.
A COMPREHENSIVE DISCUSSION OF THE TERMS OF THE OFFER CAN BE FOUND IN THE OFFER
TO PURCHASE, EXHIBIT (A)(1) TO THE SCHEDULE 14D-1.
If you wish to accept our offer, please complete and MEDALLION SIGNATURE
GUARANTEE (this must be done by your broker or a bank where you have an account)
the enclosed yellow Agreement of Assignment and Transfer and return it in the
enclosed envelope, along with your limited partnership certificate (if one was
issued to you and is available).
Our offer will expire at 5:00 p.m., Eastern Standard Time, on December 22, 1998,
unless the offer is extended. We encourage you to act promptly.
Please call us at (▇▇▇)▇▇▇-▇▇▇▇, or send a fax to (▇▇▇)▇▇▇-▇▇▇▇, if you have any
questions. Thank you for your consideration of our offer.
Very truly yours,
Madison Liquidity Investors 104, LLC
The price offered hereby may be more or less than prices recently quoted by
secondary market matching market services. We believe that transactions through
these secondary market services are costly and time consuming, and that the
quoted prices often differ from the price a seller actually receives. Therefore,
you may prefer to sell to us even at a lower price than otherwise so quoted. We
believe that the value of the Units will ultimately be more than the price
offered hereby. However, there are numerous risks and uncertainties that may
cause our belief to be wrong. If you wish to have us bear those risks and
uncertainties, you should consider selling your Units to us. We reserve the
right to apply procedural considerations in determining which Units to accept.
We may extend the term of our offer at our discretion. At times when a Madison
tender offer for Units of the Partnership is not outstanding, affiliates of
Madison may purchase Units at negotiated prices which may be more or less than
the price offered hereby.
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
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Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
COMMONLY ASKED QUESTIONS AND ANSWERS
WHY WOULD I WANT TO SELL MY UNITS TO MADISON?
Have your original objectives for this investment been met? Are your pleased
with the way this investment has performed to date? We have found that most
investors are disappointed with the performance of their limited partnership
investments. Many investors have been in these investments far longer than
originally anticipated and their returns have been disappointing. In addition,
the tax reporting requirements for limited partnerships are burdensome and
costly, often requiring an accountant to prepare your taxes. Recent requirements
by certain states have also increased this burden by requiring limited partners
to file state income tax returns, and potentially to pay taxes, in states where
a partnership owns properties, regardless of the overall profitability of the
partnership.
Many investors feel that selling their limited partnership units will free up
funds to pursue more attractive investment options. And unlike limited
partnerships, most other investments provide immediate liquidity in the event an
investor needs access to his/her funds.
While emotionally difficult to accept, many investors are realizing that not
only will original projections never be met on many of these limited
partnerships, but, in some cases, original investment capital will never be
fully recovered. Thus, a readily available purchase offer for an underperforming
investment with an uncertain termination date may be an opportunity worthy of
your consideration.
WHY DOES MADISON WANT TO BUY MY UNITS?
Madison purchases units in dozens of underperforming limited partnerships for
its own investment portfolio... not for the purposes of reselling the units or
matching buyers and sellers, as is the case with secondary market matching
services. By agreeing to sell to Madison, you are assuring a sale of your Units,
subject to proration rights and other conditions having been met. A secondary
market firm cannot assure a sale unless it can locate a buyer who is interested
in purchasing your particular Units. Most individual investors are not
interested in purchasing limited partnership units for their investment
portfolios, so Madison is providing you with a liquidity option that is
generally not otherwise readily available.
Unlike other firms that purchase limited partnership units, Madison is typically
not interested in acquiring controlling interests in limited partnerships.
Furthermore, buying units in a broad portfolio of limited partnerships allows us
to diversify our investment portfolio, thus mitigating our risk of purchasing
such underperforming investments.
WHAT OTHER OPTIONS ARE AVAILABLE TO ME TO SELL MY UNITS?
NOT MANY! Unlike Madison, secondary market firms will only match buyers and
sellers, they do not provide a firm bid, so the only way you can sell your Units
through this market is if they can locate an interested buyer. FURTHERMORE,
MADISON CHARGES NO COMMISSIONS (SECONDARY MARKET FIRMS GENERALLY CHARGE UP TO
10%, SUBJECT TO A $150 - $200 MINIMUM COMMISSION PER TRADE) AND OUR OFFER PRICE
IS OFTEN HIGHER THAN RECENT SECONDARY MARKET PRICES!
HOW DO I SUBSCRIBE TO MADISON'S OFFER AND WHEN WILL I BE PAID?
The purchase process involves several steps. By carefully following the
instructions on the enclosed checklist, you are ensuring the fastest possible
turnaround time for the sale of your Units. Properly completed Agreements of
Assignment and Transfer are forwarded by Madison to the general partner on a
weekly basis following the completion of the offer. Most general partners will
take approximately four weeks thereafter to confirm the number of Units you own
and provide Madison with the effective transfer date. ▇▇▇ investors should add
approximately two weeks because of the additional signatures required from your
custodian. Thereafter, you will be promptly paid by Madison.
WHAT HAPPENS IF I DON'T SELL MY UNITS?
Nothing. If you choose to retain your investment in the Partnership, you will be
a limited partner until all its assets and the Partnership have been liquidated.
Remember, however, that even if the Partnership had an original anticipated
holding period of five, seven or ten years, there is usually nothing requiring
liquidation within this time frame. In fact, most limited partnerships can
legally continue for up to twenty or thirty years, or longer, from inception.
IF YOU HAVE ANY ADDITIONAL QUESTIONS, PLEASE CALL:
MADISON LIQUIDITY INVESTORS 104, LLC
C/O GEMISYS TENDER SERVICES
(▇▇▇) ▇▇▇-▇▇▇▇
INSTRUCTIONS TO COMPLETE AGREEMENT OF ASSIGNMENT AND TRANSFER
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
By checking-off below ALL of the items that pertain to your form of ownership,
you are guaranteeing the fastest turnaround time for payment for your Units.
Refer to the "Other Common Oversights" section below to make sure you are not
forgetting anything that may delay processing.
Upon our receipt of your Agreement of Assignment and Transfer, Madison will
evaluate it to determine if it is complete by the General Partner's standards.
If your Agreement is incomplete, you will receive a deficiency letter from us
that will let you know the additional information that we need to process your
sale. Please respond promptly to such request for additional information. YOUR
FAILURE TO PROVIDE THIS ADDITIONAL INFORMATION CAN ADD WEEKS TO THE PROCESSING
TIME.
1. BOX A
- INDIVIDUAL OWNER/JOINT OWNERS OF RECORD
[ ] Sign Agreement (BOTH owners must sign if joint account).
[ ] Provide a MEDALLION SIGNATURE GUARANTEE.
[ ] Enclose your original limited partnership certificate,
if available.
[ ] Return Agreement to Madison c/o Gemisys Tender Services in
pre-paid/pre-addressed envelope provided.
- ▇▇▇ INVESTORS
[ ] Beneficial owner should sign Agreement.
Madison will work directly with your Custodian to get the
necessary custodial signature/medallion guarantee and we
will then forward your check directly to your ▇▇▇ account.
- TRUST, PROFIT SHARING AND PENSION PLANS
[ ] Authorized signatory should sign Agreement.
[ ] Enclose first, last and other applicable pages of TRUST
OR PLAN AGREEMENT showing that ▇▇▇▇▇▇(s) is authorized
signatory.
- CORPORATIONS
[ ] Authorized signatory should sign Agreement.
[ ] INCLUDE CORPORATE RESOLUTION showing that ▇▇▇▇▇▇(s) is
authorized signatory.
- OTHER COMMON OVERSIGHTS
[ ] Death Certificates: If the owner of the Units has died,
please enclose a copy of the Death Certificate and
evidence of your signature authority.
[ ] Letters Testamentary: If you have inherited the Units,
include a copy of the original owner's DEATH CERTIFICATE
and a copy of the LETTERS TESTAMENTARY OR WILL showing
that you are the legal owner of the Units.
2. BOX B - MEDALLION SIGNATURE GUARANTEE.
Required to be signed by your bank or brokerage house only.
3. BOX C - SUBSTITUTE FORM W-9.
Please check the shaded box in Box C(i) if you do not have a Taxpayer
identification Number or Social Security Number ("TIN") but have already applied
for a TIN. Please check the shaded box in Box C(ii) if you are subject to the
31% federal tax backup withholding.
4. BOX D - FIRPTA AFFIDAVIT.
Please check the shaded box in Box D(i) if you are not a U.S. citizen or a
resident alien for purposes of U.S. income taxation, or are a foreign
corporation, foreign partnership, foreign estate or foreign trust. If the
Unitholder is a corporation, please indicate the state of incorporation in the
shaded area in Box D(iii).
5. BOX E - FOREIGN PERSONS.
Please check the shaded box in Box E if you are an "exempt foreign person"
for purposes of the backup withholding rules under the U.S. federal income tax
laws.
Please note: A Medallion Signature Guarantee is similar to a notary, but is
provided by your bank or brokerage house where you have an account.
IF YOU HAVE ANY ADDITIONAL QUESTIONS, PLEASE CALL:
MADISON LIQUIDITY INVESTORS 104, LLC
C/O GEMISYS TENDER SERVICES
(▇▇▇) ▇▇▇-▇▇▇▇
Madison Liquidity Investors 104, LLC, c/o Gemisys Tender Services,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
EXHIBIT (a)(4)
OFFER TO PURCHASE FOR CASH
LIMITED PARTNERSHIP INTERESTS
OF
ML MEDIA PARTNERS, L.P.
AT
$750.00 PER UNIT
by
MADISON LIQUIDITY INVESTORS 104, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN STANDARD TIME, ON DECEMBER 22, 1998, UNLESS THE OFFER IS EXTENDED.
Madison Liquidity Investors 104, LLC (the "Purchaser") hereby seeks to
acquire limited partnership interests (the "Units") in ML MEDIA PARTNERS, L.P.,
a Delaware limited partnership (the "Partnership"). The Purchaser hereby offers
to purchase up to 18,611 Units at $750.00 per Unit (the "Purchase Price"), in
cash, reduced by (i) the $50.00 transfer fee (per transfer, not per Unit)
charged by the Partnership and (ii) any cash distributions made on or after
November 23, 1998 (the "Offer Date"), without interest, upon the terms and
subject to the conditions set forth in this Offer to Purchase (the "Offer to
Purchase") and in the related Agreement of Assignment and Transfer, as each may
be supplemented or amended from time to time (which together constitute the
"Offer"). The Offer will expire at 5:00 p.m., Eastern Standard Time, on December
22, 1998 or such other date to which the Offer may be extended (the "Expiration
Date"). The Units sought pursuant to the Offer represent 9.9% of the Units
outstanding as of September 25, 1998. This Offer is being made by the Purchaser
solely for investment purposes. In the event that more than 18,611 Units are
tendered and not validly withdrawn prior to the Expiration Date, the Purchaser
will accept for payment and pay for an aggregate of 18,611 validly tendered
Units on a pro rata basis in accordance with the terms and conditions of the
Offer. All validly tendered Units that are not properly withdrawn prior to the
Expiration Date, and not otherwise subject to proration, shall be paid to the
Unitholder by the Purchaser's Tender Agent in accordance with the terms and
conditions of the Offer. The Purchaser intends to file a Schedule 14D-1 with the
United States Securities and Exchange Commission in connection with the Offer.
The Purchaser's information contained in its anticipated filing on Schedule
14D-1 and the exhibits thereto will be incorporated herein by reference. THIS
OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING
TENDERED. A UNITHOLDER MAY TENDER ANY OR ALL UNITS OWNED BY SUCH UNITHOLDER AS
LONG AS SUCH TENDER DOES NOT OTHERWISE VIOLATE THE TERMS OF THE LIMITED
PARTNERSHIP AGREEMENT.
The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment for,
any Units, (ii) upon the occurrence of any of the conditions specified in
Section 14 of the Offer to Purchase, to terminate the Offer and not accept for
payment any Units not theretofore accepted for payment or paid for, or to delay
the acceptance for payment of, or payment for, any Units not theretofore
accepted for payment or paid for, and (iii) to amend the Offer in any respect.
Notice of any such extension, termination or amendment will promptly be
disseminated to Unitholders in a manner reasonably designed to inform
Unitholders of such change in compliance with Rule 14d-4(c) under the Securities
Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). In the case of an extension of the
Offer, such extension will be followed by a press release or public announcement
which will be issued no later than 9:00 a.m., Eastern Standard Time, on the next
business day after the scheduled Expiration Date, in accordance with Rule
14e-1(d) under the Exchange Act. In conjunction with this publication, a request
of the General Partner will be made for the use of the list of Unitholders and
security position listings for the purpose of dissiminating this Offer to
Unitholders. Tender offer materials will be mailed to Unitholders of record and
will be furnished to brokers, banks and similar persons whose name appears or
whose nominee appears on the list of Unitholders or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of such securities.
Questions and requests for assistance or additional copies of the offering
material may be directed to MADISON LIQUIDITY INVESTORS 104, LLC C/O GEMISYS
TENDER SERVICES, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, TELEPHONE
(▇▇▇) ▇▇▇-▇▇▇▇.
November 16, 1998
ENVELOPE COPY FOLLOWS
[BAR CODE]
--------------
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
--------------
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BUSINESS REPLY MAIL ==============
FIRST CLASS MAIL PERMIT NO. 273 ENGLEWOOD, CO ==============
--------------------------------------------------- ==============
POSTAGE WILL BE PAID BY ADDRESSEE ==============
==============
MADISON LIQUIDITY INVESTORS ==============
C/O GEMISYS TENDER SERVICES ==============
▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
[BAR CODE]
o Did you remember to sign and notarize or signature medallion guarantee the
Agreement?
o Did you provide your social security number or tax id number and telephone
number?
o Did you make any necessary corrections to your name and address?
o Did all of the unitholders/shareholders or record sign the yellow
Agreement?
If you are interested in selling other public and private Limited Partnership
Units, please call Investment Services of America, an affiliate of Madison
Liquidity Investors at ▇▇▇ ▇▇▇-▇▇▇▇ or fill in the information below and return
this form in the envelope provided. Investment Services of America purchases
units in over 300 limited partnerships as well as other types of securities.
ISA offers fast, commission free service.
Please list the full name of any Limited Partnerships or other securities and
number of units or shares which you would like to sell. Visit our website:
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
___________________#Units/Shares owned
___________________indicate type: Partnership / Bond / Stock / Other
Please indicate the most convenient method that ISA may use to contact you.
[ ] Home Telephone
(_____) ___-____
[ ] Office Telephone
(_____) ___-____
[ ] Fax
(_____) ___-____
[ ] E-Mail
________________
Indicate Address
[ ] Regular Mail
___________________
___________________
___________________
___________________
Best time to contact you:
Morning_____________
Afternoon___________
Evening_____________
Weekend_____________