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 10, 1998
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 10, 1998, ML-Lee Acquisition Fund II (Retirement Accounts), L.P.
("the Retirement Fund") and ML-Lee Acquisition Fund II, L.P., ("Fund II" and
together with the Retirement Fund, "the Funds") the parties to ML-Lee
Acquisition Fund II, L.P. and ML-Lee Acquisition Fund (Retirement Accounts) II,
L.P. Securities Litigation No. 92-60(JJF) Seidel, et ano v. Thomas H. Lee, et
al, No. 94-422 (JJF) and Seidel, et ano v. Thomas H. Lee, et al, No. 95-724
(JJF), three class actions brought on behalf of limited partners of the Funds,
filed with United States District Court for the District of Delaware, a
Stipulation of Settlement preliminarily settling these actions.
The proposed settlement, which is subject to Court approval, provides for
dismissal with prejudice of all claims against the Funds, the Funds' Investment
Adviser and certain of its affiliates, the Funds' Managing General Partner and
certain of its affiliates, the Funds' counsel and the Funds' Independent General
Partners. Although defendants continue to deny all liability in these actions,
defendants, other than the Funds, have agreed to provide cash of $16 million and
certain other considerations to settle the claims asserted in these actions. In
addition, certain affiliates of Thomas H. Lee, a General Partner of the Funds,
have agreed to provide up to $14 million for purchases of the Funds' limited
partnership units pursuant to a liquidity option to be offered to eligible class
members. The Court has not yet set a date for a hearing to consider settlement.
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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 10th day of April, 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)
