UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Period Ended March 31, 1997
Commission File Number 0-17382
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
(Exact name of registrant as specified in its Charter)
Delaware 04-3028397
(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
Securities registered pursuant to Section 12(b) of the Act: None
Name of each exchange onwhich registered: Not Applicable Securities
registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___.
Aggregate market value of voting securities held by non-affiliates: Not
Applicable.
<PAGE>
PART I - FINANCIAL INFORMATION
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements
Statements of Assets, Liabilities and Partners'
Capital as of March 31, 1997 and December 31, 1996
Statements of Operations - For the Three Months
Ended March 31, 1997 and 1996
Statements of Changes in Net Assets - For the Three
Months Ended March 31, 1997 and 1996
Statements of Cash Flows - For the Three Months
Ended March 31, 1997 and 1996
Statement of Changes in Partners' Capital at
March 31, 1997
Schedule of Portfolio Investments - March 31, 1997
Notes to Financial Statements
Supplemental Schedule of Realized Gains and Losses - Schedule 1
Supplemental Schedule of Unrealized Appreciation
and Depreciation - Schedule 2
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II. Other Information
<PAGE>
<TABLE>
<CAPTION>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
<S> <C> <C>
(Unaudited)
March 31, 1997 December 31, 1996
--------------- -----------------
ASSETS:
Investments - Notes 2,4,5
Portfolio Investments at fair value
Managed Companies (amortized cost $46,464
at March 31, 1997 and $46,467 at December 31, 1996) $ 31,194 $ 32,302
Non-Managed Companies (amortized cost $17,353
at March 31, 1997 and at December 31, 1996) 5,464 8,244
Temporary Investments, at amortized cost (cost $7,312
at March 31, 1997 and $8,390 at December 31, 1996) 7,325 8,405
Cash (of which $131 is restricted at March 31, 1997 and December 31, 1996) 132 141
Accrued Interest Receivable - Note 2 524 531
Prepaid Expenses 3 4
--------------- -----------------
TOTAL ASSETS $ 44,642 $ 49,627
=============== =================
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities
Legal and Professional Fees Payable $ 50 $ 119
Reimbursable Administrative Expenses Payable - Note 8 29 35
Independent General Partners' Fees Payable - Note 9 30 28
Deferred Interest Income - Note 2 178 188
--------------- -----------------
Total Liabilities 287 370
--------------- -----------------
Partners' Capital - Note 2
Individual General Partner 17 18
Managing General Partner 2,370 2,566
Limited Partners (177,515 Units) 41,968 46,673
--------------- -----------------
Total Partners' Capital 44,355 49,257
--------------- -----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 44,642 $ 49,627
=============== =================
</TABLE>
See the Accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
For the Three Months Ended
--------------- ---------------
March 31, 1997 March 31, 1996
--------------- ---------------
INVESTMENT INCOME - Notes 2,4,6:
Interest $ 657 $ 5,381
Discount & Dividends 105 162
--------------- ---------------
TOTAL INCOME $ 762 $ 5,543
--------------- ---------------
EXPENSES:
Investment Advisory Fee - Note 7 159 230
Fund Administration Fee - Note 8 127 142
Legal and Professional Fees 88 463
Reimbursable Administrative Expenses - Note 8 22 5
Independent General Partners' Fees and Expenses - Note 9 20 77
Insurance Expense 1 1
--------------- ---------------
TOTAL EXPENSES 417 918
--------------- ---------------
NET INVESTMENT INCOME 345 4,625
Net Realized Gain on Investments - Note 4 and Schedule 1 2 2,278
Net Change in Unrealized Depreciation
from Investments - Note 5 and Schedule 2:
Publicly Traded Securities (1,106) (2,784)
Nonpublic Securities (2,782) (4,338)
--------------- ---------------
SUBTOTAL (3,888) (7,122)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS (3,541) (219)
Less: Incentive Fees Earned by Managing General Partner -- (695)
--------------- ---------------
NET INCREASE (DECREASE) AVAILABLE FOR PRO-RATA
DISTRIBUTION TO ALL PARTNERS $ (3,541) $ (914)
=============== ===============
</TABLE>
See the Accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
STATEMENTS OF CHANGES IN NET ASSETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
For the Three Months Ended
--------------- ---------------
March 31, 1997 March 31, 1996
--------------- ---------------
FROM OPERATIONS:
Net Investment Income $ 345 $ 4,625
Net Realized Gain on Investments 2 2,278
Net Change in Unrealized Depreciation From Investments (3,888) (7,122)
--------------- ---------------
Net Decrease in Net Assets Resulting from Operations (3,541) (219)
Cash Distributions to Partners (1,361) (20)
--------------- ---------------
Total Decrease $ (4,902) $ (239)
NET ASSETS:
Beginning of Year 49,257 88,476
--------------- ---------------
End of Year $ 44,355 $ 88,237
=============== ===============
</TABLE>
See the Accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
For the Three Months Ended
--------------- ---------------
March 31, 1997 March 31, 1996
--------------- ---------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest, Dividends and Discount Income $ 759 $ 5,907
Fund Administration Fee (127) (142)
Investment Advisory Fee (159) (230)
Independent General Partners' Fees and Expenses (18) (94)
(Purchase) Sale of Temporary Investments, Net 1,077 (14,548)
Proceeds from Sales of Portfolio Company Investments 5 9,804
Reimbursable Administrative Expense (28) (28)
Legal and Professional Fees (157) (649)
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,352 20
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Distributions to Partners (1,361) (20)
--------------- ---------------
NET CASH APPLIED TO FINANCING ACTIVITIES (1,361) (20)
--------------- ---------------
Net Decrease in Cash (9) --
Cash at Beginning of Period 141 1
--------------- ---------------
CASH AT END OF PERIOD $ 132 $ 1
=============== ===============
RECONCILIATION OF NET INVESTMENT INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net Investment Income $ 345 $ 4,625
--------------- ---------------
ADJUSTMENTS TO RECONCILE NET INVESTMENT INCOME (LOSS)
TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(Increase) Decrease in Investments 1,080 (7,022)
(Increase) Decrease in Accrued Interest Receivables (3) 364
Decrease in Prepaid Expenses 1 1
Decrease in Legal and Professional Fees Payable (69) (186)
Decrease in Reimbursable Administrative Expenses Payable (6) (23)
Increase (Decrease) in Independent General Partners' Fees Payable 2 (17)
Net Realized Gains on Sales of Investments 2 2,278
--------------- ---------------
TOTAL ADJUSTMENTS 1,007 (4,605)
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,352 $ 20
=============== ===============
</TABLE>
See the Accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Managing
General General Limited
Partner Partner Partners Total
----------- ----------- ----------- -----------
For the Three Months Ended March 31, 1997
Partners' Capital at January 1, 1997 $ 18 $ 2,566 $ 46,673 $ 49,257
Allocation of Net Investment Income -- 1 344 345
Allocation of Net Realized Gain on Investments -- -- 2 2
Allocation of Net Change in Unrealized
Depreciation From Investments (1) (11) (3,876) (3,888)
Cash Distributions to Partners -- (186) (1,175) (1,361)
----------- ----------- ----------- -----------
Partners' Capital at March 31, 1997 $ 17 $ 2,370 $ 41,968 $ 44,355
=========== =========== =========== ===========
</TABLE>
See the Accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Principal Fair % Of
Amount Investment Investment Value Total
Shares/Warrants Investment Date Cost(e) (Note 2) Investments
MEZZANINE INVESTMENTS MANAGED COMPANIES
ANCHOR ADVANCED PRODUCTS, INC. (b)- Note 13
$3,133 Anchor Advanced Products, Inc., Sr. Sub. Nt. 11.67% due 04/30/00 (c) 04/30/90 $3,133 $3,133
$4,178 Anchor Advanced Products, Inc., Jr. Sub. Nt. 17.5% due 04/30/00 (c) 04/30/90 4,178 4,178
87,033 Shares Anchor Holdings, Inc., Common Stock (d) 04/30/90 827 827
132,290 Warrants Anchor Holdings, Inc., Common Stock Purchase Warrants(d) 04/30/90 0 0
(14.1% of fully diluted common equity assuming exercise -------------------------------
of warrants) 8,138 8,138 18.50
-------------------------------
BIG V SUPERMARKETS, INC. (b)
$6,963 Big V Supermarkets, Inc., Sr. Sub. Nt. 14.14% due 03/15/01(c) 12/27/90 6,963 6,963
62,667 Shares Big V Holding Corp., Inc., Common Stock(d) 12/27/90 2,193 2,193
(9.1% of fully diluted common equity) -------------------------------
9,156 9,156 20.82
-------------------------------
COLE NATIONAL CORPORATION
717 Warrants Cole National Corporation, Common Stock Purchase Warrants(d) 09/26/90 0 0
(0.0% of fully diluted common equity assuming exercise of
warrants)
$744 13% Sr. Secured Bridge Note
Purchased 09/25/90 $744
Repaid 11/15/90 $744
Realized Gain $ 0 -------------------------------
0 0 0.00
-------------------------------
FIRST ALERT, INC.(b) - Note 5
2,281,524 Shares First Alert, Inc., Common Stock(a)(d) 07/31/92 3,680 6,559
(9.2% of fully diluted common equity)
$11,302 12.5% Subordinated Note
Purchased 07/31/92 $11,302
Repaid 03/28/94 $11,302
Realized Gain $ 0 -------------------------------
3,680 6,559 14.91
-------------------------------
HILLS STORES COMPANY - Note 5
244,818 Shares Hills Stores Company, Common Stock(a)(d) 04/03/90 16,153 1,041
33,427 Shares Hills Stores Company, Common Stock(a)(d) 08/21/95 2,418 142
(2.7% of fully diluted common equity) -------------------------------
18,571 1,183 2.69
-------------------------------
PLAYTEX PRODUCTS, INC.(b) - Note 5
183,560 Shares Playtex Products, Inc., Common Stock(a)(d) 03/29/90 2,830 1,996
(0.4% of fully diluted common equity)
$3,916 15% Subordinated Note
Purchased 03/29/90 $3,916
Sold 09/28/90 $3,925
Realized Gain $ 9
45,323 Shares Common Stock
Purchased 03/29/90 $ 151
Sold 12/20/91 $ 175
Realized Gain $ 24
$3,916 15% Subordinated Note
Purchased 03/29/90 $3,916
Sold 02/01/93 $3,912
Realized Loss $ (4)
Total Net Realized Gain $ 29 -------------------------------
2,830 1,996 4.54
-------------------------------
CINNABON INTERNATIONAL, INC.(formerly Restaurants Unlimited)
$3,956 Restaurants Unlimited, 11% Sub. Nt. due 06/30/02(c) 06/03/94 3,956 3,956
256,083 Warrants Restaurants Unlimited, Common Stock Warrants(d) 06/03/94 0 0
(1.4% of fully diluted common equity) -------------------------------
3,956 3,956 8.99
-------------------------------
STANLEY FURNITURE COMPANY, INC. (b) - Notes 4, 5
10,577 Shares Stanley Furniture Company, Inc., Common Stock(a)(d) 06/30/91 133 206
(0.2% of fully diluted common equity)
Purchased 6/30/91 $ 3
Sold 2/7/97 $ 5
Realized Gain $ 2
133 206 0.47
-------------------------------
TOTAL INVESTMENT IN MANAGED COMPANIES $46,464 $ 31,194 70.92
===============================
</TABLE>
See the Accompanying Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Principal Fair % Of
Amount Investment Investment Value Total
Shares/Warrants Investment Date Cost(e) (Note 2) Investments
NON-MANAGED COMPANIES
BIOLEASE, INC.
$513 Biolease, Inc., 13% Sub. Nt. due 06/06/04(c) 06/08/94 $ 443 $ 462
63.20 Shares Biolease, Inc., Common Stock(d) 06/08/94 62 62
6,554 Warrants Biotransplant, Inc., Common Stock Purchase Warrants(d) 06/08/94 9 9
-------------------------------
514 533 1.21
-------------------------------
FITZ AND FLOYD (b) - Notes 5,6,13
$6,719 FFSC, Inc., Adjustable Rate Sr. Sub. Nt. due 03/31/03(c)(g) 03/31/93 6,709 1,600
$1,581 FFSC, Inc., Adjustable Rate Sr. Sub. Nt. due 03/31/03(c)(g) 07/30/93 1,578 376
1,661,663 Shares Common Stock
Purchased Various $ 13
Surrendered May 1996 $ 0
Realized Loss $ (13) -------------------------------
8,287 1,976 4.49
-------------------------------
FLA. ORTHOPEDICS, INC - Note 5
$12,634 Shares FLA. Holdings, Inc. Series B Preferred Stock (d) 08/02/93 987 0
2,493 Warrants FLA. Holdings, Inc. Common Stock Purchase Warrants(d) 08/02/93 0 0
$3,158 12.5% Sub. Note
Purchased 8/02/93 $ 3,158
Surrendered 8/02/96 $ -
Realized Loss $(3,158) -------------------------------
987 0 0.00
-------------------------------
SORETOX - Notes 5,6
$3,997 Stablex Canada, Inc., Sr. Sub. Nt. 10% due 06/30/07(c)(f)(g) 06/29/95 3,997 2,955
3,568 Stablex Canada, Inc., Jr. Sub. Nt. 11% due 06/30/09(c)(f)(g) 06/29/95 3,568 0
2,286 Warrants Seaway TLC, Inc. Common Stock Purchase Warrants 12/06/91 0 0
-------------------------------
7,565 2,955 6.72
-------------------------------
TOTAL INVESTMENT IN NON-MANAGED COMPANIES 17,353 5,464 12.42
-------------------------------
SUMMARY OF MEZZANINE INVESTMENTS
Subordinated Notes Various 34,525 23,623 53.71
Preferred Stock, Common Stock, Warrants and Stock Rights Various 29,292 13,035 29.63
-------------------------------
TOTAL MEZZANINE INVESTMENTS $63,817 $ 36,658 83.34
===============================
TEMPORARY INVESTMENTS
COMMERCIAL PAPER
$6,700 Ford Motor Credit, 5.33% due 04/03/97 03/19/97 6,685 6,698
$628 American General Corp., 5.63% due 04/08/97 03/27/97 627 627
-------------------------------
TOTAL INVESTMENT IN COMMERCIAL PAPER 7,312 7,325 16.66
-------------------------------
TOTAL TEMPORARY INVESTMENTS $ 7,312 $ 7,325 16.66
-------------------------------
TOTAL INVESTMENT PORTFOLIO $71,129 $ 43,983 100.00%
===============================
(a) Publicly traded class of securities.
(b) Represents investment in affiliates as defined in the Investment Company Act of 1940.
(c) Restricted security.
(d) Restricted non-income producing equity security.
(e) Represents original cost and excludes accretion of discount of $22 for
Mezzanine Investments and $13 for Temporary Investments.
(f) Inclusive of receipt of payment-in-kind securities.
(g) Non-accrual investment status.
(h) Non-income producing equity security.
</TABLE>
See the Accompanying Notes to Financial Statements.
<PAGE>
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
1. Organization and Purpose
ML-Lee Acquisition Fund (Retirement Accounts) II, L.P. (the "Retirement
Fund") (formerly T.H. Lee Acquisition Fund (Retirement Accounts) II, L.P.) was
formed along with ML-Lee Acquisition Fund II, L.P. ("Fund II"; collectively
referred to as the "Funds") and the Certificates of Limited Partnership were
filed under the Delaware Revised Uniform Limited Partnership Act on September
23, 1988. The Funds' operations commenced on November 10, 1989.
Mezzanine Investments II, L.P. (the "Managing General Partner"), subject to
the supervision of the Individual General Partners, is responsible for
overseeing and monitoring the Retirement Fund's investments. The Managing
General Partner is a Delaware limited partnership in which ML Mezzanine II Inc.
is the general partner and Thomas H. Lee Advisors II, L.P., the Investment
Adviser to the Funds, is the limited partner. The Individual General Partners
are Vernon R. Alden, Joseph L. Bower and Stanley H. Feldberg (the "Independent
General Partners") and Thomas H. Lee.
The Retirement Fund has elected to operate as a business development
company under the Investment Company Act of 1940. The Retirement Fund's primary
investment objective is to provide current income and capital appreciation
potential by investing in privately-structured, friendly leveraged buyouts and
other leveraged transactions. The Retirement Fund pursues this objective by
investing primarily in subordinated debt and related equity securities issued in
conjunction with the "mezzanine financing" of friendly leveraged buyout
transactions, leveraged acquisitions and leveraged recapitalizations. The
Retirement Fund may also invest in "bridge investments" if it is believed that
such investments would facilitate the consummation of a mezzanine financing.
The Retirement Fund will terminate no later than December 20, 1999,
subject to the right of the Individual General Partners to extend the term for
up to one additional two-year period and one additional one-year period if it is
in the best interest of the Retirement Fund. The Retirement Fund will then have
five additional years to liquidate its remaining investments.
2. Significant Accounting Policies
Basis of Accounting
For financial reporting purposes, the records of the Retirement Fund are
maintained using the accrual method of accounting. For federal income tax
reporting purposes, the results of operations are adjusted to reflect statutory
requirements arising from book to tax differences. The preparation of financial
statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts and
disclosures in the financial statements. Actual reported results could vary from
these estimates.
Valuation of Investments
Securities for which market quotations are readily available are valued
by reference to such market quotation using the last trade price (if reported)
or the last bid price for the period. For securities without a readily
ascertainable market value (including securities restricted as to resale for
which a corresponding publicly traded class exists), fair value is determined,
on a quarterly basis, in good faith by the Managing General Partner and the
Investment Adviser with final approval from the Individual General Partners of
the Retirement Fund. For privately issued securities in which the Retirement
Fund typically invests, the fair value of an investment is its original cost
plus accrued value in the case of original issue discount or deferred pay
securities. Such investments will be revalued if there is an objective basis for
doing so at a different price. Investments will be written down in value if the
Managing General Partner and Investment Adviser believe adverse credit
developments of a significant nature require a write-down of such securities.
Investments will be written up in value only if there has been an arms'-length
third party transaction to justify the increased valuation. Although the
Managing General Partner and Investment Adviser use their best judgment in
estimating the fair value of these investments, there are inherent limitations
in any estimation technique. Therefore, the fair value estimates presented
herein are not necessarily indicative of the amount which the Retirement Fund
could realize in a current transaction. Future confirming events will also
affect the estimates of fair value and the effect of such events on the
estimates of fair value could be material.
<PAGE>
Temporary Investments with maturities of less than 60 days are stated at
amortized cost, which approximates market.
The information presented herein is based on pertinent information
available to the Managing General Partner and Investment Adviser as of March 31,
1997. Although the Managing General Partner and Investment Adviser are not aware
of any factors not disclosed herein that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued since that time, and because investments of companies whose equity is
publicly traded are valued at the last price at March 31, 1997, the current
estimated fair value of these investments may have changed significantly since
that point in time.
Interest Receivable on Investments
Investments generally will be placed on non-accrual status in the event
of a default (after the applicable grace period expires) or if the Investment
Adviser and the Managing General Partner determine that there is no reasonable
assurance of collecting interest.
Payment-In-Kind Securities
All payment-in-kind securities received in lieu of cash interest payments
by the Retirement Fund's portfolio companies are recorded at face value (which
approximates accrued interest), unless the Investment Adviser and the Managing
General Partner determine that there is no reasonable assurance of collecting
the full principal amounts of such securities. As of March 31, 1997 and December
31, 1996, the Retirement Fund has in its portfolio of investments $504,150 of
payment-in-kind notes which excludes $1.3 million of payment-in-kind notes
received from notes placed on non-accrual status. As of March 31, 1997 and
December 31, 1996, the Retirement Fund has in its portfolio of investments
$14,640 of payment-in-kind equity.
Investment Transactions
The Retirement Fund records investment transactions on the date on which
it obtains an enforceable right to demand the securities or payment therefor.
The Retirement Fund records Temporary Investment transactions on the trade date.
Realized gains and losses on investments are determined on the basis of
specific identification for accounting and tax purposes.
Sales and Marketing Expenses, Offering Expenses and Sales Commissions
Sales commissions and selling discounts were allocated to the specific
Partners' accounts in which they were applied. Sales and marketing expenses and
offering expenses were allocated between the Funds in proportion to the number
of Units issued by each Fund and to the Partners in proportion to their capital
contributions.
Deferred Interest Income
All fees received by the Retirement Fund upon the funding of Mezzanine
or Bridge Investments are treated as deferred interest income and amortized over
the maturity of such investments.
Partners' Capital
Partners' Capital represents the Retirement Fund's equity divided in
proportion to the Partners' Capital Contributions and does not represent the
Partners' Capital Accounts. Profits and losses as defined in the Partnership
Agreement, when realized, are allocated in accordance with the provisions of the
Partnership Agreement summarized in Note 3.
Interim Financial Statements
The financial information included in this interim report as of March 31,
1997 and for the period then ended has been prepared by management without an
audit by independent certified public accountants. The results for the period
ended March 31, 1997 are not necessarily indicative of the results of the
operations expected for the year and reflect adjustments, all of a normal and
recurring nature, necessary for the fair presentation of the results of the
interim period. In the opinion of Mezzanine Investments II, L.P., the Managing
General Partner of the Retirement Fund, all necessary adjustments have been made
to the aforementioned financial information for a fair presentation in
accordance with generally accepted accounting principles.
<PAGE>
3. Allocations of Profits and Losses
Pursuant to the Partnership Agreement, all profits from Temporary
Investments generally are allocated 99.69% to the Limited Partners, 0.28% to the
Managing General Partner and 0.03% to the Individual General Partner. Profits
from Mezzanine Investments will, in general, be allocated as follows:
first, if the capital accounts of any partners have negative balances, to
such partners in proportion to the negative balances in their capital
accounts until the balances of all such capital accounts equal zero,
second, 99.69% to the Limited Partners, 0.28% to the Managing General
Partner and 0.03% to the Individual General Partner until the sum allocated
to the Limited Partners equals any previous losses allocated together with a
cumulative Priority Return of 10% on the average daily amount in Mezzanine
Investments, and any outstanding Compensatory Payments,
third, 69.69% to the Limited Partners, 30.281% to the Managing General
Partner and .029% to the Individual General Partner until the Managing
General Partner has received 20.281% of the total profits allocated,
thereafter, 79.69% to the Limited Partners, 20.281% to the Managing General
Partner and 0.029% to the Individual General Partner.
Losses will be allocated in reverse order of profits previously allocated
and thereafter 99.69% to the Limited Partners, 0.28% to the Managing General
Partner and 0.03% to the Individual General Partner.
4. Investment Transactions
During February 1997, the Retirement Fund sold 218 shares of Stanley
Furniture for $24 per share. The Retirement Fund received total proceeds of
$5,232 and recognized a gain of $2,488.
On August 6, 1991, the Independent General Partners approved a reserve for
follow-on investments of $20.0 million for the Retirement Fund. As of March 31,
1997, the remaining reserve balance was $7.2 million due to follow-on
investments in Petco Animal Supplies, FFSC, Inc., Fine Clothing, Inc., Hills and
Ghirardelli. Additionally, $6.7 million of the reserve has been returned to the
partners. The level of the reserve was based upon an analysis of potential
Follow-On Investments in specific portfolio companies that may become necessary
to protect or enhance the Retirement Fund's existing investment. During 1996,
the Independent General Partners approved a follow on investment in FFSC, Inc.
of approximately $1.6 million which was funded in April, 1997. (See Note 13 for
further information).
Because the Retirement Fund primarily invests in high-yield private
placement securities, the risk of loss upon default by an issuer is greater than
with investment grade securities because high-yield securities are generally
unsecured and are often subordinated to other creditors of the issuer. Also,
high-yield issuers usually have higher levels of indebtedness and are more
sensitive to adverse economic conditions.
Although the Retirement Fund cannot eliminate the risks associated with its
investments in high-yield securities, it has procedures in place to continually
monitor the risks associated with its investments under a variety of market
conditions. Any potential Retirement Fund loss would generally be limited to its
investment in the portfolio company as reflected in the portfolio of
investments.
Should bankruptcy proceedings commence, either voluntarily or by action of
the court against a portfolio company, the ability of the Retirement Fund to
liquidate the position or collect proceeds from the action may be delayed or
limited.
5. Unrealized Appreciation and Depreciation of Investments
For the three months ended March 31, 1997, the Retirement Fund recorded net
unrealized depreciation of $3.89 million (of which $1.1 million is attributable
to publicly traded securities) compared to net unrealized depreciation of $7.1
million for the same period in 1996. As of March 31, 1997, the Retirement Fund's
cumulative net unrealized depreciation on investments totaled $27.2 million.
For additional information, please refer to the Supplemental Schedule of
Unrealized Appreciation and Depreciation - Schedule 2.
6. Non-Accrual of Investments
In accordance with the Retirement Fund's Accounting Policy, the
following securities have been on non-accrual status since the date indicated:
- Fitz and Floyd on January 1, 1994.
- FLA Orthopedics, Inc. on January 1, 1995.
- Stablex Canada, Inc. on June 29, 1995.
7. Investment Advisory Fee
The Investment Adviser provides the identification, management and
liquidation of portfolio investments for the Funds. As compensation for services
rendered to the Funds, the Investment Adviser receives a quarterly fee at the
annual rate of 1% of assets under management (net offering proceeds reduced by
cumulative capital reductions and realized losses), with a minimum annual fee of
$1.2 million for the Retirement Fund and Fund II on a combined basis. The
Investment Advisory Fee is calculated and paid quarterly, in advance. In
addition, the Investment Adviser receives 95% of the benefit of any MGP
Distributions paid to the Managing General Partner (see Note 10). For the
quarters ended March 31, 1997 and 1996, the Retirement Fund paid $159,201 and
$229,858, respectively, in Investment Advisory Fees to Thomas H. Lee Advisors
II, L.P.
8. Fund Administration Fees and Expenses
As compensation for its services, ML Fund Administrators Inc. (the "Fund
Administrator"; an affiliate of the Managing General Partner), is entitled to
receive from the Funds an annual amount of the greater of $500,000 or 0.45% of
the excess of net offering proceeds less 50% of capital reductions. In addition,
ML Mezzanine II Inc., an affiliate of the Fund Administrator and of Merrill
Lynch & Co. Inc., receives 5% of the benefit of any MGP Distributions paid to
the Managing General Partner (see Note 10). The Fund Administration Fee is
calculated and paid quarterly, in advance, by each fund in proportion with the
net offering proceeds. For the three months ended March 31, 1997 and 1996, the
Retirement Fund paid $126,493 and $142,391, respectively, in Fund Administration
Fees.
Pursuant to the administrative services agreement between the Retirement
Fund and the Fund Administrator, effective November 10, 1993, a portion of the
actual out-of-pocket expenses incurred in connection with the administration of
the Retirement Fund is being reimbursed to the Fund Administrator. Actual
out-of-pocket expenses ("reimbursable expenses") primarily consist of printing,
audits, tax preparation and custodian fees. For the three months ended March 31,
1997 and 1996, the Retirement Fund incurred $21,684 and $5,122, respectively, in
reimbursable expenses.
Beginning in November of 1997, the Fund Administration Fee will change to
an annual amount of $400,000 for the Retirement Fund and Fund II on a combined
basis, plus 100% of all reimbursable expenses (as defined below) incurred by the
Fund.
9. Independent General Partners' Fees and Expenses
As compensation for their services, each Independent General Partner will
receive a combined annual fee of $40,000 (payable quarterly) from the Funds in
addition to a $1,000 fee for each meeting attended ($500 if a meeting is held on
the same day as a committee meeting of the General Partners) plus reimbursement
for any out-of-pocket expenses incurred. Fees and expenses are allocated between
the Funds in proportion to the number of Units issued by each fund. Compensation
for each of the Independent General Partners is reviewed annually. For the three
months ended March 31, 1997 and 1996, the Retirement Fund incurred $20,386 and
$76,876, respectively, in Independent General Partners' Fees and Expenses.
10. Related Party Transactions
The Retirement Fund's investments generally are made as co-investments with
Fund II. In addition, certain of the Mezzanine Investments and Bridge
Investments which were made by the Retirement Fund involve co-investments with
entities affiliated with the Investment Adviser. Such co-investments are
generally prohibited absent exemptive relief from the Securities and Exchange
Commission (the "Commission"). As a result of these affiliations and the
Retirement Fund's expectation of engaging in such co-investments, the Funds
together with ML-Lee Acquisition Fund, L.P., sought an exemptive order from the
Commission allowing such co-investments, which was received on September 1,
1989. The Retirement Fund's co-investments in Managed Companies, and in certain
cases its co-investments in Non-Managed Companies, typically involve the entry
by the Funds and other equity security holders into stockholders' agreements.
While the provisions of such stockholders' agreements vary, such agreements may
include provisions as to corporate governance, registration rights, rights of
first offer or first refusal, rights to participate in sales of securities to
third parties, rights of majority stockholders to compel minority stockholders
to participate in sales of securities to third parties, transfer restrictions,
and preemptive rights.
Thomas H. Lee Company, a sole proprietorship owned by Thomas H. Lee, an
Individual General Partner of the Retirement Fund and an affiliate of the
Investment Adviser, typically performs certain management services for Managed
Companies and receives management fees in connection therewith, usually pursuant
to written agreements with such companies. In addition, certain of the portfolio
companies have contractual or other relationships pursuant to which they do
business with one another.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is an
affiliate of the Managing General Partner. MLPF&S and certain of its affiliates,
in the ordinary course of their business, perform various financial services for
various portfolio companies of the Funds, which may include investment banking
services, broker/dealer services and economic forecasting, and receive in
consideration therewith various fees, commissions and reimbursements.
Furthermore, MLPF&S and its affiliates or investment companies advised by
affiliates of MLPF&S may, from time to time, purchase or sell securities issued
by portfolio companies of the Funds in connection with its ordinary investment
operations.
In the first quarter of 1997, the Retirement Fund paid Individual General
Partner distributions totaling $331 and Managing General Partner distributions
totaling $186,296. As of March 31, 1997, the Managing General Partner has earned
a total of $28.6 in MGP Incentive Fees of which $2.3 million is deferred in
payment to the Managing General Partner as a Deferred Distribution amount (the
"Deferred Distribution") in accordance with the Partnership Agreement. To the
extent not payable to the Managing General Partner, this Deferred Distribution
is distributed to the Partners pro-rata in accordance with their capital
contributions, and certain amounts otherwise later payable to Partners from
distributable cash from operations would instead be payable solely to the
Managing General Partner until the Deferred Distribution amount is paid in full.
11. Litigation
On February 3, 1992 and February 5, 1992, respectively, one Limited Partner
from the Retirement Fund and one Limited Partner from the Fund II each commenced
class actions in the US District Court for the District of Delaware, purportedly
on behalf of all persons who purchased limited partnership interests in the
Funds between November 10, 1989 and January 5, 1990, against the Funds, the
Managing General Partner, the Individual General Partners, the Investment
Adviser to the Funds and certain named affiliates of such persons. These
actions, alleging that the defendants made material misrepresentations or
omitted material information in the offering materials for the Funds concerning
the investment purposes of the Funds, were consolidated by the court on March
31, 1992, and a consolidated complaint was filed by the plaintiffs on May 14,
1992. In April 1993, plaintiffs filed an amended complaint, adding claims that
certain transactions by the Funds were prohibited by the federal securities laws
applicable to the Funds and their affiliates under the Investment Company Act of
1940, as amended. The amended complaint also named the Funds' counsel as a
defendant. Defendants moved to dismiss the amended complaint, and, by Opinion
and Order dated March 31, 1994, the court granted in part and denied in part the
motions to dismiss. Additionally, by its March 31, 1994 Opinion and Order, the
Court certified the case as a class action, and ordered plaintiffs to replead by
filing a new complaint reflecting the Court's rulings. On April 15, 1994,
plaintiffs served and filed a new complaint, which defendants moved to strike
for not conforming to the Court's ruling. On August 3, 1994, the Court granted
defendants' motion to strike the new complaint. Plaintiffs thereafter filed a
revised second amended complaint dated September 26, 1994. Factual discovery in
this litigation has concluded, although plaintiffs' have made application to the
Court for permission to conduct additional fact discovery. The parties have
conducted expert discovery, the conclusion of which is subject to the Courts'
decision on a pending motion. The defendants in this action believe that the
remaining claims are without merit, although whether or not the plaintiffs
prevail, the Funds may be obligated to indemnify and advance litigation expenses
to certain of the defendants under the terms and conditions of various indemnity
provisions in the Funds' Partnership Agreements and separate indemnification
agreements, and the amount of such indemnification and expenses could be
material. The Retirement Fund has advanced amounts to the indemnified parties
based upon amounts which are deemed reimbursable in accordance with the
indemnification provisions and has included these amounts in professional fees.
In the opinion of legal counsel, the outcome of this case is not determinable at
this time.
On August 9, 1994, the same two Limited Partners as noted in the preceding
paragraphs commenced another putative class action in the US District Court for
the District of Delaware, purportedly on behalf of all persons who owned limited
partnership interests in the Funds on November 4, 1993, against the Funds, the
Managing General Partners, the Individual General Partners, the Investment
Adviser to the Funds and certain named affiliates of such persons. Plaintiffs
allege that the defendants violated certain provisions of the Investment Company
Act of 1940 and the common law in connection with the sale by certain of the
defendants of shares of common stock of Snapple Beverage Corp. in a November
1993 secondary offering and seek actual and punitive damages and an accounting
in connection therewith. Defendants' motion to dismiss this complaint was denied
on December 29, 1995. On August 4, 1995, while defendants' motion to dismiss the
original complaint was pending, plaintiffs filed an amended complaint alleging
additional violations of the Investment Company Act of 1940 and common law
arising out of the secondary offering. The plaintiffs moved for summary judgment
on certain of these claims. On October 13, 1995, the defendants in this
litigation each filed briefs in opposition to plaintiffs' motion and moved to
dismiss the amended complaint. By an Opinion dated March 30, 1996, the
defendants Court denied plaintiffs' motion for partial summary judgment. By
order of the same date, and without opposition by defendants, the Court
certified the case as a class action. Defendants also filed separate motions to
dismiss, which the Court denied by an order dated June 30, 1996. The parties are
now engaged in discovery. Whether or not the plaintiffs prevail, the Funds may
be obligated to indemnify and advance litigation expenses to certain of the
defendants under the terms and conditions of various indemnity provisions in the
Funds' Partnership Agreements and separate indemnification agreements. In the
opinion of legal counsel, the outcome of this case is not determinable at this
time.
On November 27, 1995, one Limited Partner from Fund II and one Limited
Partner from the Retirement Fund filed a putative class action in the United
States District Court for the District of Delaware, purportedly on behalf of all
persons or entities who owned Units in the Funds between April 5, 1991 and
November 27, 1995, against the Funds, the Managing General Partner, the
Individual General Partners, the Investment Adviser to the Funds, and certain
named affiliates of such persons. The complaint contends that the Funds
improperly advanced legal fees and litigation costs to the defendants in
connection with three previously filed lawsuits. The plaintiffs are seeking an
accounting, rescissory or actual damages, punitive damages, plaintiffs'
litigation costs and attorneys fees, pre-judgment and post-judgment interest,
and an injunction barring the defendants from further indemnifying themselves.
The defendants in this action believe that the claims are without merit and have
moved to dismiss the case. On December 18, 1996, the Court denied the
defendants' motion to dismiss. Although the defendants believe the advancement
of legal fees and litigation costs was properly made pursuant to indemnification
agreements signed by the defendants. In the opinion of legal counsel, the
outcome of this case is not determinable at this time.
12. Income Taxes (Statement of Financial Accounting Standards No. 109)
No provision for income taxes has been made because all income and losses
are allocated to the Retirement Fund's partners for inclusion in their
respective tax returns.
Pursuant to the Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes, the Retirement Fund is required to disclose any
difference in the tax basis of the Retirement Fund's assets and liabilities
versus the amounts reported in the financial statements. As of December 31,
1996, the tax basis of the Retirement Fund's assets are greater than the amounts
reported in the financial statements by $23.9 million. This difference is
attributable to unrealized depreciation on investments which has not been
recognized for tax purposes.
13. Subsequent Events
On April 2, 1997, Anchor Advanced Products, Inc., a Delaware corporation
("Anchor"), 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 and any premiums in connection therewith. As a
result, Anchor repaid the Senior Subordinated Note and Junior Subordinated Note
held by the Retirement Fund, together with all accrued interest and prepayment
premiums for an aggregate of $7,775,731.
Immediately prior to the Recapitalization, the Retirement Fund owned 87,033
shares of the common stock of Anchor Holdings, Inc., the parent of Anchor
("Holdings"). Immediately after the consummation of the Recapitalization, the
Retirement Fund exercised its warrants to purchase common stock (at an exercise
price of $9.50 per share) and acquired an additional 132,290 shares of common
stock, bringing its total holdings of common stock to 219,323 shares. In
connection with the Recapitalization, Holdings paid a dividend to all holders of
Holdings common stock of record as of April 2, 1997, in the amount of $19.02 per
share. As a result of such dividend, the Retirement Fund received $2,914,768,
net of exercise price for the warrants.
On April 11, 1997, the Bankruptcy Court confirmed a Plan of Reorganization
for Fitz and Floyd. As a result, on April 14, 1997, a follow-on investment of
$1.6 million was made in Fitz and Floyd and the Retirement Fund received a 12%
$1.6 million subordinated note. Additionally, the Retirement Fund exchanged the
$8.2 million adjustable notes for Series A Preferred Stock and Class A Common
Stock in Fitz and Floyd. No gain or loss was recorded on the trasacation.
On April 29, 1997, the Individual General Partners approved the first
quarter 1997 cash distribution totaling $269,132 which represents net
distributable capital proceeds of $5,232 from the sale of Stanley common stock
(which includes return of capital of $2,743), net investment income of $213,312
from Mezzanine Investments and $51,288 income from Temporary Investments. The
total amount distributed to the Limited Partners was $55,647 or $.31 per Unit,
which was distributed on May 15, 1997. The Managing General Partner received a
total of $157 with respect to its interest in the Retirement Fund and $213,312
in performance incentive fees. Thomas H. Lee, as an Individual General Partner,
received $16 with respect to his interest in the Retirement Fund.
On April 29, 1997, the Individual General Partners approved a special cash
distribution totaling $10,161,439 which represents a capital transaction
effected on April 2, 1997 in connection with the Retirement Fund's investment in
Anchor Holdings, Inc. and related dividends paid on April 2, 1997. The special
distribution is comprised of Net Distributable Capital Proceeds of $7,842,068
(all of which is return of capital) and distributable cash from mezzanine
investments of $2,319,373 after funding of a reserve for future Retirement Fund
expenses of $500,000. The total amount distributed to Limited Partners of record
as of the effective date of such sale was $44.06 per Unit. The Managing General
Partner received a cash distribution of $22,029 with respect to its interest in
the Retirement Fund and $2,316,514 in performance incentive fees. Thomas H. Lee,
as an Independent General Partner, received $2,203 representing his interest in
the Retirement Fund.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
SUPPLEMENTAL SCHEDULE OF REALIZED GAINS AND LOSSES
FOR THE 3 MONTHS ENDED MARCH 31, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C> <C>
Original Realized
SECURITY Number of Shares Cost Net Proceeds Gain
---------------- ----------- ------------ -----------
Stanley Furniture
Common Stock 218 $ 3 $ 5 $ 2
----------- ------------ -----------
$ 3 $ 5 $ 2
=========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 2
ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
SCHEDULE OF UNREALIZED APPRECIATION AND DEPRECIATION
FOR THE PERIOD ENDED MARCH 31, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Unrealized
Appreciation Total Unrealized Total Unrealized
(Depreciation) for the Appreciation/ Appreciation/
Investment Fair Three Months Ended (Depreciation) at (Depreciation) at
SECURITY Cost Value March 31, 1997 December 31, 1996 March 31, 1997
- -------------------------------- -------- -------- --------------------- --------------- ---------------
PUBLICLY TRADED SECURITIES:
First Alert, Inc.
Common Stock $ 3,680 $ 6,559 $ (1,141) $ 4,020 $ 2,879
Hills Stores Company
Common Stock 18,571 1,182 (487) (16,902) (17,389)
Playtex Products, Inc.
Common Stock 2,830 1,996 528 (1,362) (834)
Stanley
Common Stock 133 206 (6) 79 73
----------------- ------------- ---------------
TOTAL UNREALIZED DEPRECIATION
FROM PUBLICLY TRADED SECURITIES $ (1,106) $ (14,165) $ (15,271)
----------------- ------------- ---------------
NON PUBLIC SECURITIES:
Fitz & Floyd
Adj Rate Sr Subordinated Notes* 8,287 1,976 -- (6,311) (6,311)
FLA. Orthopedics, Inc.
Preferred Stock* 987 -- -- (987) (987)
Stablex Canada Inc.
Subordinated Note* 7,565 2,955 (2,782) (1,828) (4,610)
----------------- ----------- ---------------
TOTAL UNREALIZED DEPRECIATION
FROM NON PUBLIC SECURITIES $ (2,782) $ (9,126) $ (11,908)
----------------- ----------- ---------------
NET UNREALIZED DEPRECIATION $ (3,888) $ (23,291) $ (27,179)
================= =========== ===============
* Restricted Security
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity & Capital Resources
As of March 31, 1997, capital contributions from the Limited Partners and
the General Partners totaled $178,065,000 in the public offering of ML-Lee
Acquisition Fund (Retirement Accounts) II, L.P. (the "Retirement Fund"), the
final closing for which was held on December 20, 1989. Net proceeds available
for investment by the Retirement Fund as of March 31, 1997 were $76.4 million,
after adjusting for returns of capital distributed to partners, volume
discounts, sales commissions and organizational, offering, sales and marketing
expenses.
At March 31, 1997, the Retirement Fund had outstanding a total of
$63,815,644 invested in Mezzanine Investments representing $46,463,289 Managed
and $17,352,355 Non-Managed portfolio investments. The remaining proceeds were
invested in Temporary Investments primarily comprised of commercial paper with
maturities of less than one month.
The Retirement Fund invested substantially all of its net proceeds in
Mezzanine Investments, consisting of high-yield subordinated debt and/or
preferred stock linked with an equity participation, of middle market companies
in connection with friendly leveraged acquisitions, recapitalizations and other
leveraged financings. The Retirement Fund's Mezzanine Investments typically were
issued in private placement transactions which are generally subject to certain
restrictions on sales thereby limiting their liquidity. The Retirement Fund was
fully invested as of December 20, 1992, which was within 36 months from the date
of the final closing (after including the reserve for follow-on investments and
exclusive of amounts available for reinvestment). The reinvestment period for
various amounts of capital proceeds received during the last twelve months of
the Retirement Fund's investment period terminated at various times through
December 18, 1993.
As provided by the Partnership Agreement, the Managing General Partner of
the Retirement Fund is entitled to receive an incentive distribution after
Limited Partners have received their Priority Return of 10% per annum. The
Managing General Partner is required to defer a portion of any incentive
distribution earned from the sale of portfolio investments in excess of 20% of
realized capital gains, net realized capital losses and unrealized depreciation,
in accordance with the Partnership Agreement (the "Deferred Distribution
Amount"). This Deferred Distribution Amount is distributable to the Partners
pro-rata in accordance with their capital contributions, and certain amounts
otherwise later payable to Limited Partners from Distributable Cash from
operations are instead payable to the Managing General Partner until the
Deferred Distribution Amount is paid. Subsequent to the cash distributions made
on May 15, 1997, the Deferred Distribution Amount of $2.3 million has been paid
in full.
On August 6, 1991, the Independent General Partners approved a reserve for
follow-on investments of $20.0 million for the Retirement Fund. As of May 15,
1997, the reserve for follow-on-investments balance was reduced to $5.6 million
due to follow-on investments in Petco Animal Supplies, Fitz and Floyd, (of which
$1.6 milllion was made in April, 1997) Fine Clothing, Inc., Hills and
Ghirardelli. Additionally, $6.7 million of the reserve has been returned to the
partners. The level of the reserve was based upon an analysis of potential
Follow-On Investments in specific portfolio companies that may become necessary
to protect or enhance the Retirement Fund's existing investment.
The Managing General Partner has established a reserve for Retirement Fund
expenses of $500,000 from the proceeds received from the sale of Anchor Advanced
Products on April 2, 1997 (as described in Note 13 to the Financial Statements.)
All net proceeds from the sale of Mezzanine Investments received by the
Retirement Fund in the future will be distributed to its partners unless applied
to or set aside for expenses or follow-on investments.
The proportion of distributions provided by net investment income has
dropped significantly from prior years due primarily to increased sales and
redemptions of Mezzanine Investments and the resulting decrease in investment
income as those holdings cease to generate interest income. Pursuant to the
terms of the Partnership Agreement, all net investment income from Mezzanine
Investments will be distributed to the Managing General Partner until the
Managing General Partner receives an amount equal to any outstanding Deferred
Distribution Amount. Given these circumstances, it is expected that the majority
of future cash distributions to Limited Partners will almost entirely be derived
from gains and recovered capital from asset sales, which are subject to market
conditions and are inherently unpredictable as to timing. Assuming there are no
asset sales in a particular quarter, Limited Partners are expected to receive
only small amounts of net distributable cash from Temporary Investments, which
are estimated to be less than one dollar per Limited Partnership Unit each
quarter. Distributions therefore are expected to vary significantly in amount
and may not be made in every quarter.
Investment in High-Yield Securities
The Retirement Fund invests primarily in subordinated debt and preferred
stock securities ("High-Yield Securities"), generally linked with an equity
participation, issued in conjunction with the mezzanine financing of privately
structured, friendly leveraged acquisitions, recapitalizations and other
leveraged financings. High-Yield Securities are debt and preferred equity
securities that are unrated or are rated by Standard & Poor's Corporation as BB
or lower and by Moody's Investor Services, Inc. as Ba or lower. Risk of loss
upon default by the issuer is significantly greater with High-Yield Securities
than with investment grade securities because High-Yield Securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, these issuers usually have high levels of indebtedness and are more
sensitive to adverse economic conditions, such as recession or increasing
interest rates, than investment grade issuers. Most of these securities are
subject to resale restrictions and generally there is no quoted market for such
securities.
Although the Retirement Fund cannot eliminate the risks associated with
its investments in High-Yield Securities, it has established risk management
policies. The Retirement Fund subjected each prospective investment to rigorous
analysis and made only those investments that were recommended by the Investment
Adviser and that met the Retirement Fund's investment guidelines or that had
otherwise been approved by the Managing General Partner and the Independent
General Partners. The Retirement Fund's investments were measured against
specified Retirement Fund investment and performance guidelines. To limit the
exposure of the Retirement Fund's capital in any single issuer, the Retirement
Fund limited the amount of its investment in a particular issuer. The Retirement
Fund's Investment Adviser also continually monitors portfolio companies in order
to minimize the risks associated with its investments in High-Yield Securities.
Certain issuers of Securities held by the Retirement Fund (First Alert,
Hills, Playtex and Stanley Furniture) have registered their equity securities in
public offerings. Although the equity securities of the same class presently
held by the Retirement Fund were not registered in these offerings, the
Retirement Fund has the ability under Rule 144 under the Securities Act of 1933
to sell publicly traded equity securities held by it for at least two years on
the open market, subject to the volume restrictions set forth in that rule. The
Rule 144 volume restrictions generally are not applicable to equity securities
of non-affiliated companies held by the Retirement Fund for at least two years.
In certain cases, the Retirement Fund has agreed not to make any sales of equity
securities for a specified hold-back period following a public offering.
The Investment Adviser reviews each portfolio company's financial
statements quarterly. In addition, the Investment Adviser routinely reviews and
discusses financial and operating results with the company's management and
where appropriate, attends board of director meetings. In some cases,
representatives of the Investment Adviser, acting on behalf of the Funds (and
affiliated investors where applicable), serve as one or more of the directors on
the boards of portfolio companies. The Retirement Fund may, from time to time,
make follow-on investments to the extent necessary to protect or enhance its
existing investments.
Results of Operations
Investment Income and Expenses
The investment income from operations for the quarter consists primarily of
interest and discount income earned on the investment of proceeds from partners'
contributions in Mezzanine Investments and short-term money market instruments.
For the three months ended March 31, 1997, the Retirement Fund had
investment income of $761,532, as compared to $5,542,908 for the same period in
1996. The decrease in 1997 investment income as compared to 1996 is due to the
sale of income producing portfolio companies as well as the recognition of
interest income from PIK securities totalling $3.9 million related to the sale
of CST Office Products, Inc. in March 1996.
Major expenses for the period consisted of Legal and Professional Fees,
Investment Advisory Fees, Fund Administration Fees and Administrative Expenses.
Legal and Professional Fees were primarily incurred in connection with the
litigation proceedings as described in Note 11 to the Financial Statements.
Legal and Professional fees for the three months ended March 31, 1997 and 1996
were $88,242 and $463,224, respectively. These expenses are attributable to
legal fees incurred and advanced on behalf of indemnified defendants as well as
fees incurred directly by the Retirement Fund in connection with the
aforementioned litigation proceedings.
The Investment Adviser and Fund Administrator both receive their
compensation on a quarterly basis. The Investment Advisory Fee paid to the
Investment Adviser for the quarter ended March 31, 1997 and 1996 was $159,201
and $229,858, respectively, and was calculated at an annual rate of 1.0% of
assets under management (net offering proceeds reduced by cumulative capital
reductions and realized losses), with a minimum annual amount of $1,200,000 for
the Retirement Fund and Fund II on a combined basis.
The Fund Administration Fee paid to the Fund Administrator for the quarter
ended March 31, 1997 and 1996 was $126,493 and $142,391, respectively, and was
calculated at an annual rate of 0.45% of the excess of net offering proceeds,
less 50% of capital reductions and 50% of realized losses.
Beginning in November of 1997, the Fund Administration Fee will change to
an annual amount of $400,000 for the Retirement Fund and Fund II on a combined
basis, plus 100% of all reimbursable expenses (as defined below) incurred by the
Fund.
Pursuant to the administrative services agreement between the Retirement
Fund and the Fund Administrator, effective November 10, 1993, a portion of the
actual out-of-pocket expenses incurred in connection with the administration of
the Retirement Fund is reimbursable to the Fund Administrator. Actual
out-of-pocket expenses ("reimbursable expenses") primarily consist of printing,
audits, tax preparation and custodian fees. For the quarter ended March 31, 1997
and 1996, the Retirement Fund had reimbursable expenses of $21,684 and $5,122,
respectively.
For the quarter ended March 31, 1997, the Retirement Fund had net
investment income of $344,479 as compared to $4,624,382 for the same period in
1996. The decrease in 1997 net investment income as compared to 1996 is due to
the recognition in 1996 of interest income from PIK securities related to the
sale of CST Office Products, Inc.
Net Assets
The Retirement Fund's net assets decreased by $4.9 million during the three
months ended March 31, 1997, due to the payment of cash distributions to
partners of $1.4 million and net unrealized depreciation of $3.89 million,
partially offset by realized gains from the sale of Stanley Furniture common
stock of $2,488 and net investment income of $344,479. This compares to the
decrease in net assets of $239,188 for the three months ended March 31, 1996
resulting from the payment of cash distributions to partners of $19,587 and net
unrealized depreciation of $7.1 million, partially offset by net investment
income of $4.6 million and realized gains from investments of $2.3 million.
Unrealized Appreciation and Depreciation on Investments
For the three months ended March 31, 1997, the Retirement Fund recorded net
unrealized depreciation of $3.89 million (of which $1.1 million is attributable
to publicly traded securities) compared to net unrealized depreciation of $7.1
million for the same period in 1996. As of March 31, 1997, the Retirement Fund's
cumulative net unrealized depreciation on investments totaled $27.2 million.
The Retirement Fund's valuation of the Common Stock of First Alert, Hills,
Playtex and Stanley Furniture reflect their closing market prices at March 31,
1997.
The Managing General Partner and the Investment Adviser review the
valuation of the Retirement Fund's portfolio investments that do not have a
readily ascertainable market value on a quarterly basis with final approval from
the Individual General Partners. Portfolio investments are valued at original
cost plus accrued value in the case of original issue discount or deferred pay
securities. Such investments will be revalued if there is an objective basis for
doing so at a different price. Investments will be written down in value if the
Managing General Partner and Investment Advisor believe adverse credit
developments of a significant nature require a write-down of such securities.
Investments will be written up in value only if there has been an arms'-length
third party transaction to justify the increased valuation.
Approximately 60% the Retirement Fund's mezzanine investments (at cost) are
invested in private placement securities for which there are no ascertainable
market values. Although the Managing General Partner and Investment Adviser use
their best judgment in estimating the fair value of these investments, there are
inherent limitations in any estimation technique. Therefore, the fair value
estimates presented herein are not necessarily indicative of the amount which
the Retirement Fund could realize in a current transaction.
The First Alert, Hills, Playtex and Stanley Furniture securities held by
the Retirement Fund are restricted securities under the SEC's Rule 144 and can
only be sold under that rule, in a registered public offering, or pursuant to an
exemption from the registration requirement. In addition, resale in some cases
is restricted by lockup or other agreements. The Retirement Fund may be
considered an affiliate of First Alert and Stanley Furniture under the SEC's
Rule 144, and therefore any resale of securities of those companies, under Rule
144, is limited by the volume limitations in that rule. Accordingly, the values
referred to in the financial statements for the remaining First Alert, Hills,
Playtex and Stanley Furniture securities held by the Retirement Fund do not
necessarily represent the prices at which these securities could currently be
sold.
The information presented herein is based on pertinent information
available to the Managing General Partner and Investment Adviser as of March 31,
1997. Although the Managing General Partner and Investment Adviser are not aware
of any factors not disclosed herein that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued since that time, and the current estimated fair value of these
investments may have changed significantly since that point in time.
For additional information, please refer to the Supplemental Schedule of
Unrealized Appreciation and Depreciation - Schedule 2.
<PAGE>
Realized Gains and Losses
For the three months ended March 31, 1997, the Retirement Fund had net
realized gains from the sale of Stanley common stock of $2,488 as compared to
$2,278,049 for the same period in 1996.
For additional information, please refer to the Supplemental Schedule of
Realized Gains and Losses - Schedule 1.
Cash Distributions
On April 29, 1997, the Individual General Partners approved the first
quarter 1997 cash distribution totaling $269,132 which represents net
distributable capital proceeds of $5,232 from the sale of Stanley common stock
(which includes return of capital of $2,743), net investment income of $213,312
from Mezzanine Investments and $51,288 income from Temporary Investments. The
total amount distributed to the Limited Partners was $55,647 or $.31 per Unit,
which was distributed on May 15, 1997. The Managing General Partner received a
total of $157 with respect to its interest in the Retirement Fund and $213,312
in performance incentive fees. Thomas H. Lee, as an Individual General Partner,
received $16 with respect to his interest in the Retirement Fund.
On April 29, 1997, the Individual General Partners approved a special cash
distribution totaling $10,161,439 which represents a capital transaction
effected on April 2, 1997 in connection with the Retirement Fund's investment in
Anchor Holdings, Inc. and related dividends paid on April 2, 1997. The special
distribution is comprised of Net Distributable Capital Proceeds of $7,842,068
(all of which is return of capital) and distributable cash from mezzanine
investments of $2,319,373 after funding of a reserve for future Retirement Fund
expenses of $500,000. The total amount distributed to Limited Partners of record
as of the effective date of such sale was $44.06 per Unit. The Managing General
Partner received a cash distribution of $22,029 with respect to its interest in
the Retirement Fund and $2,316,514 in performance incentive fees. Thomas H. Lee,
as an Independent General Partner, received $2,203 representing his interest in
the Retirement Fund.
<PAGE>
Part II - Other Information
Items 1 - 5 are herewith omitted as the response to all items is either
none or not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule for the quarter ending March
31, 1997.
(b) Reports on form 8-K: Form 8-K dated April 2, 1997
Filed May 2, 1997 related to
Recapitalization of Anchor Holdings
Inc. and Anchor Advanced Products Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 15th day of
May, 1997.
ML-LEE ACQUISITION FUND (RETIREMENT
ACCOUNTS) II, L.P.
By: Mezzanine Investments II, L.P.,
Managing General Partner
By: ML Mezzanine II Inc.,
its General Partner
Dated: May 15, 1997 /s/ Audrey Bommer
Audrey Bommer
Vice President and Treasurer
(Chief Financial Officer)
Dated: May 15, 1997 /s/ Roger F. Castoral, Jr.
Roger F. Castoral, Jr.
Vice President and Assistant Treasurer
(Principal Accounting Officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 15th day of
May, 1997.
ML-LEE ACQUISITION FUND (RETIREMENT
ACCOUNTS) II, L.P.
By: Mezzanine Investments II, L.P.,
Managing General Partner
By: ML Mezzanine II Inc.,
its General Partner
Dated: May 15, 1997
Audrey Bommer
Vice President and Treasurer
Chief Financial Officer)
Dated: May 15, 1997
Roger F. Castoral, Jr.
Vice President and Assistant Treasurer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
1997 Form 10-Q Statements of Assets, Liabilities and Partners' Capital and
Statements of Operations and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 71,127,585
<INVESTMENTS-AT-VALUE> 43,983,614
<RECEIVABLES> 523,573
<ASSETS-OTHER> 134,477
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44,641,665
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 287,145
<TOTAL-LIABILITIES> 287,145
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 177,515
<SHARES-COMMON-PRIOR> 177,515
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (27,179,140)
<NET-ASSETS> 44,354,519
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 751,432
<OTHER-INCOME> 10,100
<EXPENSES-NET> 417,053
<NET-INVESTMENT-INCOME> 344,479
<REALIZED-GAINS-CURRENT> 2,489
<APPREC-INCREASE-CURRENT> (3,887,797)
<NET-CHANGE-FROM-OPS> (3,540,829)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,480,006
<DISTRIBUTIONS-OF-GAINS> 8,774,348
<DISTRIBUTIONS-OTHER> 20,468,055
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (4,902,605)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 159,201
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 417,053
<AVERAGE-NET-ASSETS> 46,805,817
<PER-SHARE-NAV-BEGIN> 262.93
<PER-SHARE-NII> 1.93
<PER-SHARE-GAIN-APPREC> (21.83)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 6.62
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<PER-SHARE-NAV-END> 236.43
<EXPENSE-RATIO> 0.009
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
