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
JANUARY 27, 1998
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 January 6, 1998 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") sold their
remaining holdings of common stock in Stanley Furniture Company, Inc.
("Stanley"), a managed company in the Fund's portfolio. The common stock of each
of the Selling Stockholders was sold pursuant to a Form S-3 Registration
Statement, which was filed by Stanley on December 22, 1997 and declared
effective by the Securities and Exchange Commission on December 23, 1997. In
connection with the sale, the Fund sold its remaining 400,719 shares of common
stock and received net proceeds of $10.8 million or $27 per share. Distributable
Capital Proceeds, as defined in the Partnership Agreement, from the sale will be
distributed to Limited Partners of record as of January 6, 1998. The maximum
amount that could be distributed to Limited Partners (based on a distribution of
the entire $10.8 million) would be $21.97 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 27th day of January, 1998.
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)
