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
April 02, 1997
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
On April 2, 1997, Anchor Advanced Products, Inc., a Delaware corporation
("Anchor"), and a portfolio company of ML-Lee Acquisition Fund (Retirement
Accounts) II, L.P. ("the Retirement 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
$7,311,000 principal amounts of Senior Subordinated Note and Junior Subordinated
Note held by the Retirement Fund, together with all accrued interest thereon and
prepayment premiums totaling $441,731.
Immediately prior to the Recapitalization, the Retirement Fund owned 87,033
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 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 Holdings common stock, bringing the total shares of
Holdings common stock to 219,323 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
Retirement Fund received an aggregate of $2,914,768, net of the exercise price
for the warrants.
Distributable Capital Proceeds, as defined in the Partnership Agreement, to
the Retirement Fund of $44.06 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)
