UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
April 02, 1997
Commission File Number 0-17383
ML-LEE ACQUISITION FUND II, L.P.
(Exact name of registrant as specified in its Governing Instruments)
Delaware 04-3028398
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
World Financial Center
South Tower - 23rd Floor
New York, New York 10080-6123
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 236-7339
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ITEM 5. OTHER EVENTS
On April 2, 1997, Anchor Advanced Products, Inc., a Delaware corporation
("Anchor"), and a portfolio company of ML-Lee Acquisition Fund II, L.P. ("the
Fund"), completed a recapitalization pursuant to which Anchor issued
$100,000,000 aggregate principal amount of Senior Notes due 2004 and entered
into a new credit facility (the "Recapitalization"). As part of the
Recapitalization, Anchor repaid substantially all of its outstanding debt,
including all accrued interest thereon and any premiums in connection therewith.
As a result, Anchor repaid the principal amounts of $13,689,000 Senior
Subordinated Note and Junior Subordinated Note held by the Fund, together with
all accrued interest thereon and prepayment premiums totalling $827,070.
Immediately prior to the Recapitalization, the Fund owned 162,967 shares of
the common stock of Anchor Holdings, Inc., a Delaware corporation and the parent
company of Anchor ("Holdings"). Immediately after the consummation of the
Recapitalization, the Fund exercised its warrants to purchase common stock (at
an exercise price of $9.50 per share) and acquired an additional 247,710 shares
of common stock of Holdings, bringing the total shares of Holdings common stock
to 410,677 shares. In connection with the Recapitalization, Holdings, paid a
dividend to all holders of its common stock of record as of April 2, 1997
(including common stock issued upon exercise of the warrants), in the amount of
$19.02 per share. As a result of such dividend, the Fund received an aggregate
of $5,457,832, net of the exercise price for the warrants.
Net Distributable Capital Proceeds, as defined in the Partnership
Agreement, to the Fund of $81.89 per Unit are expected to be distributed on May
15, 1997 to partners of record as of April 2, 1997.
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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 2nd day of May, 1997.
Signature Title
______________________ ML Mezzanine II Inc.
Audrey Bommer Vice President and Treasurer
(Principal Financial Officer of Registrant)
______________________ ML Mezzanine II Inc.
Roger F. Castoral, Jr. Vice President and Assistant Treasurer
(Principal Accounting Officer of Registrant)
