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
JUNE 30, 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 June 27, 1997 the ML-Lee Acquisition Fund, L.P. (the "Fund"), and
affiliates of the Thomas H Lee Company including ML-Lee Acquisition Fund II,
L.P. and ML-Lee Acquisition Fund (Retirement Accounts) II, L.P., (the "Lee
Affiliates", and together with the Fund, the "Selling Stockholders") entered
into a Stock Purchase Agreement (the "Agreement") with Stanley Furniture
Company, Inc. ("Stanley"), a managed company in the Fund's portfolio. Pursuant
to the Agreement, Stanley purchased an aggregate 750,000 shares of Stanley
Common Stock from the Selling Stockholders for $20 per share. In connection with
the sale, the Fund sold 727,344 shares and received proceeds of $14.5 million.
Distributable Capital Proceeds, as defined in the Partnership Agreement, from
the sale will be distributed to Limited Partners of record as of June 27, 1997.
The maximum amount that could be distributed to Limited Partners (based on a
distribution of the entire $14.5 million) would be $29.54 per Unit; however,
this amount may be reduced by Fund expenses paid from such proceeds and reserves
established, if any, to fund anticipated cash flow shortfalls of the Fund in the
future.
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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 30th day of June, 1997.
Signature Title
Audrey Bommer ML Mezzanine Inc.
______________________ Vice President and Treasurer
Audrey Bommer (Principal Financial Officer of Registrant)
Roger F. Castoral, Jr. ML Mezzanine Inc.
______________________ Vice President and Assistant Treasurer
Roger F. Castoral, Jr. (Principal Accounting Officer of Registrant)
