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 12, 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 May 27, 1998, Playtex Products Inc. ("Playtex") a Managed Portfolio
Company of the ML-Lee Acquisition Fund, L.P. (the "Fund"), completed a public
offering in the international markets of approximately 4 million shares of
Common Stock at a net price of $13.215 per share (the "Playtex Offering"). Of
the 4 million shares offered, approximately 3.8 million shares were offered by
affiliates of the Thomas H. Lee Company, including the Fund. As part of the
Playtex Offering, the Fund sold its remaining investment in Playtex, consisting
of approximately 1.4 million shares of Common Stock. The Fund received proceeds
of $18.5 million and recognized a gain on the sale of approximately $15.3
million. Net Distributable Proceeds of $37.74 per Unit will be distributed
during July 1998 to Limited Partners of record as of May 27, 1998.
In addition to the sale of its investment in Playtex, the Fund has sold all
but one of its remaining Portfolio Company investments during the second quarter
of 1998. On April 7, 1998, pursuant to Rule 144 of the Securities Act of 1933,
the Fund sold its investment of 25,500 shares of TLC Beatrice International
Holdings Common Stock for $1.3 million or $51.25 per share. During May 1998, the
Fund sold its investment in SWO Holdings, consisting of 250,000 shares of SWO
Holdings Common Stock, 1,430 shares of Homeland Holdings Common Stock, and 1,506
Homeland Holdings Common Stock Purchase Warrants and received aggregate proceeds
of $11,102. The Fund also sold 567 Cole National Common Stock Purchase Warrants
during May 1998, and received proceeds of $15,593. Additionally, on May 4, 1998,
the Fund sold 2,067 Common Stock Purchase Warrants of Magellan Health Services
for $5,168. The sale of these Portfolio Company investments have generated total
proceeds to the Fund of $1.34 million or $2.71 per Unit. Distributable Capital
Proceeds related to the foregoing sales will be distributed during July 1998 to
Limited Partners of record as of the respective dates of such sales.
As of June 10, 1998, the Fund's remaining investments in Portfolio
Companies consist of a $1 million Promissory Note related to the sale of the
Fund's interest in BeefAmerica Inc., and the preferred equity investment in
Chadwick Miller (which is currently valued at zero). The term of the Fund is
scheduled to expire on June 15, 1998; at the meeting held on June 5, 1998, the
Individual General Partners elected not to extend the term of the Fund. As a
result, the Management Agreement between the Investment Adviser and the Fund
will expire on June 30, 1998, in accordance with its original terms, and the
Fund will continue its liquidation process.
Because the Fund no longer generates sufficient cash to pay current
obligations, the Fund has available approximately $4 million of cash reserves to
cover future expenses including all expenses related to the winding up of the
Fund's affairs such as administrative and custodial expenses, and audit and tax
preparation fees. Any proceeds received from the Promissory Note related to the
Fund's investment in BeefAmerica Inc. as well as any remaining cash reserves in
excess of amounts required to pay the Fund's obligations prior to its
termination will be distributed as a final liquidating distribution to Limited
Partners.
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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 12th day of June, 1998.
Signature Title
--------- -----
ML Mezzanine Inc.
______________________ Vice President and Treasurer
Audrey Bommer (Principal Financial Officer of Registrant)
