content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
  
  
                           -------------------------------
  
                                      FORM 8-K
  
                           -------------------------------
  
     Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
  
  
              June 10, 2002                                           0-14871
  --------------------------------                   -----------------------------
  (Date of earliest report)                              (Commission File Number)
  
  
                               ML MEDIA PARTNERS, L.P.
               (Exact name of registrant as specified in its charter)
  
  
             New York                                               13-3221085
  --------------------------------                   -----------------------------
  (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                    Identification Number)
  
  
  
  
       Four World Financial Center, 26th Floor, New York, New York 10080-6108
       ----------------------------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)
  
  
  
  
                                   (212) 236-6577
                 --------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
                                   Not Applicable
         ------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  
  
  
  <PAGE>
  
  
  ITEM 5.   OTHER EVENTS.
  
  As previously reported, the Registrant entered into a Leveraged Recapitalization
  Agreement  dated  as of  December  13,  2001  (the  "Leveraged  Recapitalization
  Agreement")  pursuant to which  Century/ML  Cable Venture (the "Joint  Venture")
  agreed to redeem the  Registrant's 50% interest in the Joint Venture for between
  $275 million and $279.8 million,  depending on when the closing  occurs.  In the
  Leveraged Recapitalization Agreement,  Highland Holdings, a Pennsylvania general
  partnership which is owned by members of the Rigas family (the Rigases being the
  former   controlling   shareholders  of  Adelphia   Communications   Corporation
  ("Adelphia")),  agreed to arrange  financing for the Joint Venture in the amount
  required to redeem the Registrant's  interest in the Joint Venture, and Adelphia
  agreed to guarantee the financing.  The agreement  requires Adelphia to purchase
  the Registrant's  interest in the Joint Venture at essentially the same time and
  on the same terms as the  redemption if the Joint Venture  failed for any reason
  to redeem the Registrant's 50% interest.
  
  Under the terms of the  Leveraged  Recapitalization  Agreement,  the  closing is
  accelerated  to a date that is 10 days after the  occurrence of certain  events,
  including  a change in control of  Adelphia  from the Rigas  family to any other
  person or group.  On May 28, 2002,  upon the  resignation  of each member of the
  Rigas  family as an officer and  director of Adelphia  and the  agreement by the
  Rigas family to transfer their Adelphia stock to a voting trust,  the Registrant
  notified  Adelphia  that the  closing was  accelerated  to June 7, 2002 (for the
  redemption) and June 10, 2002 (for the purchase by Adelphia).  Adelphia disputed
  the  acceleration  of the closing,  and the Joint  Venture  failed to redeem the
  Registrant's  interest and Adelphia failed to purchase the Registrant's interest
  on the accelerated closing dates. Accordingly,  on June 12, 2002, the Registrant
  commenced an action against the Joint Venture, Adelphia and Highland Holdings in
  New  York  Supreme  Court  seeking   specific   performance   of  the  Leveraged
  Recapitalization  Agreement and  compensatory and punitive damages for breach by
  the  defendants,  including,  but not limited to,  payment of the full  purchase
  price for the  Registrant's  interest in the Joint Venture.  The action was then
  removed  to  the  Federal  Bankruptcy  Court  that  has  jurisdiction  over  the
  bankruptcy of Century.
  
  Century  Communications  Corporation,  a subsidiary of Adelphia, has pledged its
  50%  interest in the Joint  Venture as security  for  Adelphia's  obligation  to
  consummate the purchase of the Registrant's interest in the Joint Venture. Under
  the terms of the pledge agreement,  upon Adelphia's default on its obligation to
  consummate the purchase of the Registrant's  interest on June 10, 2002 (the date
  scheduled  for the  closing  as a  result  of the  acceleration  of the  closing
  resulting  from the change in control) the  Registrant  has the right to seek to
  foreclose on Century's  50% interest and to sell 100% of the Joint  Venture to a
  third party.  However,  on June 10, 2002, Century filed a voluntary petition for
  relief under Chapter 11 of the Bankruptcy Code in the U.S.  Bankruptcy Court for
  the  Southern  District of New York and,  under the  bankruptcy  law,  Century's
  bankruptcy  filing  precludes the Registrant  from  foreclosing at this time and
  will significantly delay the Registrant's  ability to foreclose on Century's 50%
  interest.  Because of the defaults by the Joint Venture,  Highland and Adelphia,
  and  the  Century  bankruptcy,  it is not  now  possible  to  predict  when  the
  Registrant will realize value for its interest in the Joint Venture, although it
  may be anticipated that there will be a substantial delay.
  
  
  
                                         2
  
  <PAGE>
  
  
                                     SIGNATURES
  
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
  
                                                ML MEDIA PARTNERS, L.P.
  
  
                                                By:  Media Management Partners,
                                                       General Partner
  
  
                                                By:  RP Media Management,
                                                       General Partner
  
  
                                                By:  IMP Media Management,
                                                        Inc.
  
  
  Dated June 21, 2002                  By:   s/  Elizabeth McNey Yates
                                             ------------------------------------
                                                         Elizabeth McNey Yates
                                                         Vice President
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e71332.txt", "secsgml_size_bytes": 6668}]
metadata_filer: {"company-data": {"conformed-name": "ML MEDIA PARTNERS LP", "cik": "0000785959", "assigned-sic": "4833", "irs-number": "133221085", "state-of-incorporation": "NY", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14871", "film-number": "02684417"}, "business-address": {"street1": "4 WORLD FINANCIAL CENTER", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10080", "phone": "800-288-3694"}, "mail-address": {"street1": "95 GREENE STREET", "street2": "7TH FLOOR", "city": "JERSEY CITY", "state": "NJ", "zip": "07302-3815"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                           -------------------------------
  
                                      FORM 8-K
  
                           -------------------------------
  
     Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
  
              June 10, 2002                                           0-14871
  --------------------------------                   -----------------------------
  (Date of earliest report)                              (Commission File Number)
  
                               ML MEDIA PARTNERS, L.P.
               (Exact name of registrant as specified in its charter)
  
             New York                                               13-3221085
  --------------------------------                   -----------------------------
  (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                    Identification Number)
  
       Four World Financial Center, 26th Floor, New York, New York 10080-6108
       ----------------------------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)
  
                                   (212) 236-6577
                 --------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
         ------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  ITEM 5.   OTHER EVENTS.
  
  As previously reported, the Registrant entered into a Leveraged Recapitalization
  Agreement  dated  as of  December  13,  2001  (the  "Leveraged  Recapitalization
  Agreement")  pursuant to which  Century/ML  Cable Venture (the "Joint  Venture")
  agreed to redeem the  Registrant's 50% interest in the Joint Venture for between
  $275 million and $279.8 million,  depending on when the closing  occurs.  In the
  Leveraged Recapitalization Agreement,  Highland Holdings, a Pennsylvania general
  partnership which is owned by members of the Rigas family (the Rigases being the
  former   controlling   shareholders  of  Adelphia   Communications   Corporation
  ("Adelphia")),  agreed to arrange  financing for the Joint Venture in the amount
  required to redeem the Registrant's  interest in the Joint Venture, and Adelphia
  agreed to guarantee the financing.  The agreement  requires Adelphia to purchase
  the Registrant's  interest in the Joint Venture at essentially the same time and
  on the same terms as the  redemption if the Joint Venture  failed for any reason
  to redeem the Registrant's 50% interest.
  
  Under the terms of the  Leveraged  Recapitalization  Agreement,  the  closing is
  accelerated  to a date that is 10 days after the  occurrence of certain  events,
  including  a change in control of  Adelphia  from the Rigas  family to any other
  person or group.  On May 28, 2002,  upon the  resignation  of each member of the
  Rigas  family as an officer and  director of Adelphia  and the  agreement by the
  Rigas family to transfer their Adelphia stock to a voting trust,  the Registrant
  notified  Adelphia  that the  closing was  accelerated  to June 7, 2002 (for the
  redemption) and June 10, 2002 (for the purchase by Adelphia).  Adelphia disputed
  the  acceleration  of the closing,  and the Joint  Venture  failed to redeem the
  Registrant's  interest and Adelphia failed to purchase the Registrant's interest
  on the accelerated closing dates. Accordingly,  on June 12, 2002, the Registrant
  commenced an action against the Joint Venture, Adelphia and Highland Holdings in
  New  York  Supreme  Court  seeking   specific   performance   of  the  Leveraged
  Recapitalization  Agreement and  compensatory and punitive damages for breach by
  the  defendants,  including,  but not limited to,  payment of the full  purchase
  price for the  Registrant's  interest in the Joint Venture.  The action was then
  removed  to  the  Federal  Bankruptcy  Court  that  has  jurisdiction  over  the
  bankruptcy of Century.
  
  Century  Communications  Corporation,  a subsidiary of Adelphia, has pledged its
  50%  interest in the Joint  Venture as security  for  Adelphia's  obligation  to
  consummate the purchase of the Registrant's interest in the Joint Venture. Under
  the terms of the pledge agreement,  upon Adelphia's default on its obligation to
  consummate the purchase of the Registrant's  interest on June 10, 2002 (the date
  scheduled  for the  closing  as a  result  of the  acceleration  of the  closing
  resulting  from the change in control) the  Registrant  has the right to seek to
  foreclose on Century's  50% interest and to sell 100% of the Joint  Venture to a
  third party.  However,  on June 10, 2002, Century filed a voluntary petition for
  relief under Chapter 11 of the Bankruptcy Code in the U.S.  Bankruptcy Court for
  the  Southern  District of New York and,  under the  bankruptcy  law,  Century's
  bankruptcy  filing  precludes the Registrant  from  foreclosing at this time and
  will significantly delay the Registrant's  ability to foreclose on Century's 50%
  interest.  Because of the defaults by the Joint Venture,  Highland and Adelphia,
  and  the  Century  bankruptcy,  it is not  now  possible  to  predict  when  the
  Registrant will realize value for its interest in the Joint Venture, although it
  may be anticipated that there will be a substantial delay.
  
                                         2
  SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                                ML MEDIA PARTNERS, L.P.
  
                                                By:  Media Management Partners,
                                                       General Partner
  
                                                By:  RP Media Management,
                                                       General Partner
  
                                                By:  IMP Media Management,
                                                        Inc.
  
  Dated June 21, 2002                  By:   s/  Elizabeth McNey Yates
                                             ------------------------------------
                                                         Elizabeth McNey Yates
                                                         Vice President
  
                                         3