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 28, 1996
ML-LEE ACQUISITION FUND II, L.P.
(Exact name of registrant as specified in its governing instruments)
Delaware 04-3028398
(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
Pursuant to a Redemption and Repurchase Agreement by and among National
Tobacco Company, LP, a portfolio company of ML Lee Acquisition Fund II, LP
("Fund II"), and certain existing lenders, on May 17, 1996, Fund II received net
proceeds of $5.2 million from the redemption of its investment in National
Tobacco. The proceeds consisted of the prepayment of the Subordinated Note, plus
all accrued and unpaid interest, and the redemption of the partnership interest
in National Tobacco. Fund II recognized a gain of $1.3 million from the sale.
Pursuant to the terms of the Partnership Agreement, net distributable cash
proceeds will be distributed to Limited Partners of record as of May 17, 1996.
