UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OR THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 12, 1997
ML-LEE ACQUISITION FUND, L.P.
(Exact name of registrant ass specified in its governing instruments)
Delaware 13-3426817
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
World Financial Center
South Tower - 23rd Floor
New York, New York 10080-6123
(Address of principal executive office and zip code)
Registrant's telephone number,, including area code: (212) 236-7339
<PAGE>
ITEM 5. OTHER EVENTS
On August 27, 1997, ML-Lee Acquisition Fund, L.P. (the "Fund"), together
with certain other stockholders including affiliates of Thomas H. Lee Company
(the "Selling Stockholders"), entered into a Stock Purchase Agreement pursuant
to which the Selling Stockholders agreed to sell all of the issued and
outstanding Common Stock of Alliance International Group, Inc., a Georgia
corporation (the "Company") and a Managed Company of the Fund , to an unrelated
third party for approximately $7.8 million or $7.78 per share (the
"Transaction"). In addition, immediately prior to the consummation of the
Transaction, the Company is expected to redeem all of the outstanding shares of
the Company's Preferred Stock, and pay accrued but unpaid dividends with respect
thereto. It is also anticipated that the Company's outstanding indebtedness will
be repaid in full, including all accrued and unpaid interest. The Transaction is
expected to be consummated on or about September 26, 1997.
Assuming the Transaction is effected and the Company's indebtedness is
repaid and Preferred Stock is redeemed, the Fund would receive proceeds of
approximately $31.2 million, comprised of $12.2 million for repayment of
indebtedness (including all accrued and unpaid interest), and $19 million for
the Common and Preferred Stock held by the Fund (which includes approximately $5
million of preferred dividends). In addition, the Fund's outstanding guarantee
of Alliance debt would be released. Distributable Capital Proceeds, as defined
in the Partnership Agreement, from the Transaction will be distributed to
Limited Partners of record as of the date of consummation (which is expected to
be September 26, 1997). The maximum amount that could be distributed to Limited
Partners is estimated to be approximately $63 per Unit; however, that amount may
be reduced, as provided by the Fund's Partnership Agreement, for Fund expenses
paid from such proceeds and reserves established, if any, to fund anticipated
cash flow shortfalls.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 12th day of September, 1997.
Signature Title
ML Mezzanine Inc.
______________________ Vice President and Treasurer
Audrey Bommer (Principal Financial Officer of Registrant)
ML Mezzanine Inc.
______________________ Vice President and Assistant Treasurer
Roger F. Castoral, Jr. (Principal Accounting Officer of Registrant)
