Exhibit (a)(1)-3
SMITHTOWN BAY, LLC
000 XXXXXXX XXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
FOR INFORMATION:
(866) 476-7243
October 16, 2003
To Holders of Units of Limited Partnership Interests
of ML Media Partners, L.P.
Dear Unitholder:
Enclosed with this letter are the Offer to Purchase and Agreement of Sale
(together, our "Offer") by Smithtown Bay, LLC (the "Purchaser" or "Smithtown")
to purchase units of limited partnership interest (each a "Unit") of ML Media
Partners, L.P., a Delaware limited partnership (the "Partnership"). The Offer is
for up to 9,020 Units, representing approximately 4.8% of the Units outstanding
on the date of the Offer.
o Smiththown is offering to pay $550 in cash for each Unit, less the
amount of any distributions declared or paid on or after October 1,
2003 (our "Purchase Price").
o Smithtown will pay the $50 per transfer fee charged by the
Partnership. You will not pay it.
o Trading in the Units is illiquid and sporadic. According to the
Partnership's Report on Form 10-K for the year ended December 31,
2002, "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."
o Our Offer will enable you to realize cash for your Units.
o Our Offer will expire at 5:00 P.M., New York Time, on November 14,
2003, subject to any extension.
TO TENDER TO US, PLEASE READ THE PROCEDURES DESCRIBED IN OUR OFFER.
You should also take these factors into account in considering the Offer.
o If you are the record owner of Units and you tender your Units to us in the
Offer, you will not have to pay transfer fees, brokerage fees or similar
expenses. The Partnership typically charges a transfer of fee $50 per
Unitholder, and brokers charge sales commissions generally equal to the
greater of $200 or 7-8% of gross proceeds, which you will not have to pay
here. If you own your Units through a broker or other nominee, and your
broker tenders your Units on your behalf, your broker or nominee may charge
you a fee.
o There is no established public market for the Units, although there is a
limited secondary market. If you sell on the secondary market, you may
receive a higher or lower price than our Purchase Price. According to the
Partnership's reports with the SEC, prices for the Units on the secondary
market have ranged higher than our Purchase Price. However, that market is
illiquid, and if you sell your Units, you may also receive a higher or
lower price than these historical prices.
o The tender of your Units may be withdrawn at any time prior to the
expiration date of the Offer, including any extensions.
o By tendering, you will give up the opportunity to participate in any future
benefits of ownership, including potential future distributions by the
Partnership. Our Purchase Price may be less than the total amount that you
might otherwise receive with respect to your Units over the remaining term
of the Partnership.
o Our obligation to purchase Units is subject to our right to prorate among
tendering Unitholders the number of Units we will purchase, as well as
other conditions set forth in our Offer to Purchase. We will purchase in
our Offer a maximum of 9,020 Units. If Unitholders offer us more Units, we
will prorate our purchase ratably to all sellers.
o We expect that payment for Units accepted for payment would be made on or
after January 2, 2004, although payment could be delayed depending on when
the Units are transferred to Smithtown on the Partnership's books and
Smithtown is admitted as a substitute limited partner with respect to those
Units. We will not pay you interest on our Purchase Price.
o The General Partner is expected to announce a recommendation regarding our
Offer within 10 business days after the mail date of our Offer or as soon
as possible upon becoming aware of the Offer. You may consult with the
General Partner before deciding whether or not to tender our Units.
o Neither Xxxxxxx Xxxxx & Co., Inc., the General Partner, ML Leasing
Management, Inc., or the Partnership nor their respective affiliates or
subsidiaries are parties to this Offer.
TO ACCEPT OUR OFFER:
1. Please complete the enclosed Agreement of Sale (if not otherwise indicated,
please note the number of Units you wish to sell in the signature area of
the Agreement of Sale), and have it MEDALLION SIGNATURE GUARANTEED (this
can be done by your broker or a bank where you have an account).
2. Return the completed Agreement of Sale to us in the enclosed pre-addressed
envelope.
OUR OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON November 14, 2003, SUBJECT
TO ANY EXTENSION. We encourage you to act promptly. Our Offer will remain open
at least ten business days following any reduction in our purchase price
resulting from a distribution made by the Partnership. By accepting the Offer,
you will agree that we are entitled to all distributions made by the Partnership
on or after October 1, 2003. Unless the General Partner pays the distribution
directly to us or you remit the amount of the distribution to us, we will reduce
our purchase price by the amount of the distribution. If the Offer is extended
or a distribution occurs within the Offer period, we will make a public
announcement. We reserve the right to extend, amend or terminate our Offer.
BEFORE TENDERING, BE SURE TO READ "RISKS AND FACTORS TO CONSIDER BEFORE
TENDERING" IN THE OFFER TO PURCHASE
Please consider the Offer carefully. If you have any questions, please telephone
us at (000) 000-0000. Thank you for your consideration.
Very truly yours,
Smithtown Bay, LLC
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SMITHTOWN IS NOT AN AFFILIATE OF THE GENERAL PARTNER OR OF THE PARTNERSHIP.
PLEASE CAREFULLY REVIEW THE ENCLOSED OFFER. AN AGREEMENT OF SALE IS ENCLOSED; IN
ORDER TO TENDER YOUR UNITS YOU MUST PROPERLY COMPLETE AND DULY EXECUTE THE
AGREEMENT OF SALE IN ACCORDANCE WITH THE INSTRUCTIONS AND RETURN IT TO US.
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THIS LETTER IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN OFFER TO
SELL THE UNITS. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE AND THE RELATED
AGREEMENT OF SALE AND IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM)
HOLDERS OF UNITS IN ANY JURISDICTION WHICH THE OFFER OR THE ACCEPTANCE THEREOF
WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF SUCH JURISDICTION; IN
THOSE JURISDICTIONS WHERE SECURITIES LAWS REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE
PURCHASER ONLY BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE
LAWS OF SUCH JURISDICTION.
Our Offer will expire at 5:00 pm, Eastern Time on November 14, 2003, unless the
Purchaser, in its sole discretion, shall have extended the period of time for
which the Offer is open.
OUR OFFER CONTAINS IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
