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
March 16, 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 February 28, 1998, First Alert, a Managed Company in the portfolio of
ML-Lee Acquisition Fund (Retirement Accounts) II, L.P. ("the Retirement Fund")
and Sunbeam Corporation ("Sunbeam") executed a definitive merger agreement
whereby Sunbeam will acquire all of the outstanding shares of First Alert Common
Stock for approximately $175 million ($5.25 per share) by means of a tender
offer (the "Tender Offer"), and assume all of the debt of First Alert. Pursuant
to the Tender Offer, which was executed on March 6, 1998, the Retirement Fund
tendered all of its shares of First Alert Common Stock and expects to receive
proceeds of approximately $11.98 million. The per Unit amount to be distributed
to the Retirement Fund's Limited Partners from this transaction is not
determinable at this time. Any distribution of these net Distributable Capital
Proceeds after the payment of expenses and the establishment of reserves, as
provided for in the Retirement Fund's Partnership Agreement, will be distributed
to Limited Partners of record as of the date of the expiration of this Tender
Offer, which is scheduled to be on April 2, 1998, unless the Tender Offer is
extended.
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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 16th day of March, 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)
