UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
March 12, 1999
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 - 14th Floor
New York, New York 10080-6114
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 236-6562
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Item 5. Other Events
On March 12, 1999, ML-Lee Acquisition Fund II, L.P. and ML-Lee Acquisition
Fund (Retirement Accounts), II L.P. (together the "Funds") entered into a Note
Repurchase and Warrant Cancellation Agreement (the "Agreement") with Stablex
Canada Inc., a Canadian Corporation, and Seaway TLC Inc., a Canadian
Corporation, to purchase, retire, and cancel all of the Subordinated Notes and
Junior Notes now outstanding and held by the Funds (including all Deferred
Interest Notes or accrued interest therefrom). Also, pursuant to the Agreement,
the Funds relinquished all Warrants held by the Funds. The total amount received
by the Funds for retiring the foregoing Notes and Warrants was $12,000,000, of
which $5,605,200 was allocated to ML-Lee Acquisition Fund II, L.P. and
$6,394,800 was allocated to ML-Lee Acquisition Fund (Retirement Accounts) II,
L.P.
Any distribution of the Distributable Capital Proceeds related to the
payment received will be made in connection with the first quarter cash
distribution to Limited Partners of record as of the date of the repurchase.
In addition, under the Agreement, the Funds are entitled, collectively, to
receive twenty percent (20%) of the net proceeds of any payment or consideration
or distribution (whether received in cash, property or securities or any
combination thereof) arising out of transfer, disposition, recapitalization or
exchange of substantially all of the stock or other equity interest in either
Stablex Canada Inc. or Seaway TLC Inc. if such transaction is consummated within
forty-two (42) months from the closing of the Agreement. Any Distributable
Capital Proceeds related to any later receipt of funds pursuant to the Agreement
will be payable to Limited Partners of record as of the date of receipt of such
amounts.
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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 18th day of March 1999.
Signature Title
/s/ Robert J. Remick
- -------------------- ML Mezzanine II Inc.
Robert J. Remick Vice President and Treasurer
(Principal Financial Officer of Registrant)
