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 29, 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
As reported on September 23, 1998, 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, was
originally expected to be consummated by the end of September. It is now
anticipated that the Merger will close early in the fourth quarter 1998.
The per Unit amount to be distributed to the Retirement 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.
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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 29th day of September 1998.
Signature Title
______________________ ML Mezzanine II Inc.
Audrey Bommer Vice President and Treasurer
(Principal Financial Officer of Registrant)
