UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
March 16, 1998
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 February 28, 1998, First Alert, a Managed Company in the portfolio of
ML-Lee Acquisition Fund II, L.P. ("Fund II") and Sunbeam Corporation ("Sunbeam")
executed a definitive merger agreement whereby Sunbeam will acquire all of the
outstanding shares of First Alert Common Stock for approximately $175 million
($5.25 per share) by means of a tender offer (the "Tender Offer"), and assume
all of the debt of First Alert. Pursuant to the Tender Offer, which was executed
on March 6, 1998, Fund II tendered all of its shares of First Alert Common Stock
and expects to receive proceeds of approximately $10.8 million. The per Unit
amount to be distributed to Fund II's Limited Partners from this transaction is
not determinable at this time. Any distribution of these net Distributable
Capital Proceeds after the payment of expenses and the establishment of
reserves, as provided for in Fund II's Partnership Agreement, will be
distributed to Limited Partners of record as of the date of the expiration of
this Tender Offer, which is scheduled to be on April 2, 1998, unless the Tender
Offer is extended.
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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 16th day of March 1998.
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)
