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
March 17, 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 February 28, 1998, Signature Brands USA, a Managed Company in the
portfolio of ML-Lee Acquisition Fund, L.P. (the "Fund"), and Sunbeam Corporation
("Sunbeam") executed a definitive merger agreement whereby Sunbeam will acquire
all the outstanding shares of Signature Brands USA Common Stock for
approximately $250 million ($8.25 per share) by means of a tender offer (the
"Tender Offer"), and assume all the debt of Signature Brands USA. Pursuant to
the Tender Offer, which was executed on March 6, 1998, the Fund tendered all its
shares of Signature Brands USA Common Stock and expects to receive proceeds of
approximately $13 million. The Fund estimates that the maximum net Distributable
Capital Proceeds per Unit will be $26.19. Any distribution of these net
Distributable Capital Proceeds after the payment of expenses and the
establishment of reserves, as provided for in the Fund's Partnership Agreement,
will be distributed to the Fund's Limited Partners of record as of the date of
the expiration of this Tender Offer, which is scheduled to be on April 2, 1998,
unless the Tender Offer is extended.
On March 3, 1998, the Fund sold its remaining investment in BeefAmerica
Inc., a Managed Company in the Fund's portfolio, consisting of $14 million
Senior Preferred Stock and $10 million Junior Preferred Stock (the
"Securities"), for $1 million to Lajara II, LLC, a limited liability company
owned by the management of BeefAmerica Operating Company. The sale proceeds
consist of a $1 million Promissory Note payable to the Fund on or before May 2,
1998. The Securities have been pledged to secure the obligation of Lajara II,
LLC under the Promissory Note. Net Distributable Capital Proceeds from this sale
will be distributed to Limited Partners of record as of March 3, 1998, and the
Fund will recognize a loss of $23 million.
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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 17th day of March, 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)
