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
September 23, 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 August 13, 1998, Cinnabon International, Inc., a Delaware corporation
("Cinnabon"), and a portfolio company of ML-Lee Acquisition Fund (Retirement
Account) II, L.P. (the "Retirement Fund"), executed an Agreement and Plan of
Merger with AFC Enterprises, Inc. ("AFC") pursuant to which AFC will acquire
Cinnabon by merger (the "Merger"). The Merger, which is subject to certain
closing conditions, is anticipated to be consummated by the end of September.
In connection with the Merger, Cinnabon will repay certain portions of its
outstanding debt, including all accrued and unpaid interest thereon and any
premiums in connection therewith. As a result, Cinnabon will repay the
Subordinated Note held by the Retirement Fund, together with all accrued and
unpaid interest thereon and prepayment premiums for an aggregate of
approximately $4.5 million (of which $3.9 million represents return of capital).
The Warrants to purchase Common Stock of Cinnabon held by the Retirement Fund
will be cancelled for no consideration. The per Unit amount to be distributed to
the Fund's Limited Partners from this transaction is not determinable at this
time. Net Distributable Capital Proceeds less the payment of expenses and the
establishment of reserves, if any, will be distributed to Limited Partners of
record as of the closing date of this transaction, which is expected to be in
September 1998.
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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 23rd day of September 1998.
Signature Title
______________________ ML Mezzanine II Inc.
Audrey Bommer Vice President and Treasurer
(Principal Financial Officer of Registrant)
