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
OCTOBER 3, 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
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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 redeemed all of the outstanding shares of the Company's
Preferred Stock, and payed accrued but unpaid dividends with respect thereto.
Also, the Company's outstanding indebtedness was be repaid in full, including
all accrued and unpaid interest. The Transaction was expected to be completed on
September 26, 1997, however; it was not completed until October 3, 1997.
As a result of these transactions, the Fund received proceeds of
approximately $31 million. These proceeds are comprised of $11.9 million for
repayment of indebtedness (including all accrued and unpaid interest), and $18.9
million for the Common and Preferred Stock held by the Fund (which includes
approximately $5.5 million of preferred dividends). In addition, the Fund's
outstanding guarantee of the Company debt was released.
Distributable Capital Proceeds, as defined in the Partnership Agreement,
from these transactions will be distributed to Limited Partners of record of
October 3, 1997. The maximum amount that could be distributed to Limited
Partners is approximately $62.70 per Unit; however, that amount may be reduced,
as provided by the Fund's Partnership Agreement, for expenses paid from such
proceeds and reserves established, if any, to fund anticipated future cash flow
shortfalls.
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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 3rd day of October, 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)
