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 14, 2000
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 - 14th Floor
New York, New York 10080-6114
(Address of principal executive office and zip code)
Registrant's telephone number, including area code: (212) 236-6577
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ITEM 5. OTHER EVENTS
On February 4, 2000, ML-Lee Acquisition Fund, L.P. (the "Fund")
received a no-action letter (the "Letter") from the Division of Investment
Management (the "Division") of the Securities and Exchange Commission (the
"Commission"). The Letter indicated that the Division would not recommend
enforcement action to the Commission against the Fund if the Fund ceased filing
annual and quarterly reports on Forms 10-K and 10-Q under the Securities
Exchange Act of 1934, as amended (the "1934 Act").
Therefore, subject to the terms of the Letter, the Fund will no longer
file reports on Forms 10-K or 10-Q with the Commission. If the Fund has not been
liquidated at the end of three years, the Fund will either again file such
reports with the Commission or request additional no-action relief from the
Division. The Fund will continue to deliver annual and interim reports to its
partners as required by the Fund's Amended and Restated Agreement of Limited
Partnership. In addition, the Fund will continue to comply with the proxy rules
under the 1934 Act with respect to any annual meetings of Limited Partners.
In connection with the relief granted by the Letter, the Fund has
agreed that it will no longer permit Limited Partners of the Fund to transfer
their Units for value. Limited Partners may still transfer such Units by gift or
other transfer without consideration. Accordingly, the Fund will no longer be
processing transfers of Units for value dated after March 30, 2000.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
registrant in the capacities indicated on the 14th day of March, 2000.
Signature Title
/s/ Kevin T. Seltzer ML Mezzanine Inc.
- --------------------------- Vice President and Treasurer
Kevin T. Seltzer (Principal Financial Officer of Registrant)
