UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 22, 1995
EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
(Exact name of registrant as specified in its governing instruments)
Delaware 13-34866106
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1345 Avenue of the Americas
New York, New York 10105
(Address of principal executive office and zip code)
Registrant's telephone number, including area code: (212) 969-1000
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Item 5. Sale of Shares of Common Stock of Lexmark
International Group, Inc.
On November 21, 1995, Lexmark International Group, Inc. ("Lexmark")
(formerly Lexmark Holding, Inc.) completed the initial public offering of shares
of common stock held by certain existing shareholders of Lexmark. After a
fifteen to one stock split, Equitable Capital Partners (Retirement Fund), L.P.
(the "Retirement Fund") held 1,403,011 shares of Lexmark common stock. The
Retirement Fund sold 401,481 shares in the offering representing 28.6% of the
shares held by the Retirement Fund for total net proceeds of $7,569,801.85.
The initial cost of the shares sold by the Fund was $2,677,206.67
The public offering price was $20.00 per share; the underwriters'
discount was 5.75%. The shares of Lexmark common stock are listed on the New
York Stock Exchange under the symbol LXK.
The Retirement Fund holds 1,001,430 shares of Lexmark common stock,
which is approximately 71.4% of its investment after the stock split. These
shares are subject to a 180-day lock-up agreement with the underwriters, during
which period the Fund cannot publicly sell any of its remaining shares. For that
reason, during the lock-up period, these shares will be valued on the books of
the Retirement Fund at 90% of the closing price of Lexmark common stock on the
last business day of each quarter.
In addition to the Retirement Fund, Equitable Capital Partners, L.P.,
the Equitable Deal Flow Fund, L.P., Equitable Capital Private Income and Equity
Partnership II, L.P. and The Equitable Life Assurance Society of the United
States each sold 28.6% of their shares of Lexmark common stock in the initial
public offering.
Donaldson, Lufkin & Jenretts Securities Inc. ("DLJ") was a co-managing
underwriter of the initial public offering of Lexmark common stock. DLJ is a
"related person" of the Retirement Fund and Equitable Capital Partners, L.P.,
within the meaning of such term under the Investment company Act of 1940. DLJ,
the Retirement Fund and Equitable Capital Partners, L.P. obtained an exemptive
order from the Securities and Exchange Commission to permit DLJ to participate
as an underwriter in the offering. Investment Company Act Release No. 211486
(November 9, 1995).
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 22th day of November, 1995.
EQUITABLE CAPITAL PARTNERS, (RETIREMENT FUND), L.P.
By: Alliance Corporate Finance Group
Incorporated
As Managing General Partner
Date: November 22, 1995 By:
Frank Savage
Chairman of the Board
Date: November 22, 1995 By:
Laura Mah
Vice President and
Chief Accounting Officer
