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 (RETIREMENT ACCOUNTS) II, L.P.
(Exact name of registrant as specified in its governing instruments)
Delaware 04-3028397
(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 (Retirement
Accounts) II LP (the "Retirement Fund") and certain existing lenders, on May 17,
1996, the Retirement Fund received net proceeds of $5.9 million from the
redemtion 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. The Retirement
Fund recognized a gain of $1.5 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.
