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
May 29, 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
<PAGE>
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 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
of its remaining Non-Managed 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. Additionally, on May 4, 1998, the Fund sold 2,067
Common Stock Purchase Warrants of Magellan Health Services for $5,168. The sale
of Non-Managed Portfolio Company investments have generated total proceeds to
the Fund of $1.32 million or $2.69 per Unit. Net Distributable Capital Proceeds
will be distributed to Limited Partners of record as of the date of such sales.
<PAGE>
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 29th day of May, 1998.
Signature Title
--------- -----
ML Mezzanine Inc.
______________________ Vice President and Treasurer
Audrey Bommer (Principal Financial Officer of Registrant)
