UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
November 29, 2000
Commission File # 0-17382
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 (IRS Employer Identification No.)
of incorporation or organization)
2 World Financial Center-14th Floor
New York, New York 10281-6114
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 236-6576
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Item 5. Other Events
On November 22, 2000, Big V Holdings Corp. ("BVH"), a Delaware corporation
and a portfolio company of ML-Lee Acquisition Fund (Retirement Accounts) II,
L.P. (the "Fund"), and certain of BVH's direct and indirect subsidiaries,
including Big V Supermarkets, Inc., a New York corporation ("Big V"),
voluntarily filed for reorganization and bankruptcy protection under Chapter 11
of the United States Bankruptcy Code in Delaware.
The Fund holds a Senior Subordinated Note issued by Big V with outstanding
principal in the amount of $5.6 million (on which Big V failed to pay the Fund
an interest payment due on November 15, 2000), as well as 62,667 shares of
common stock of BVH. As of September 30, 2000, the Fund's holdings in BVH and
Big V represented approximately 35% of the Fund's remaining assets. It is
unclear at this early stage in the process what impact the reorganization will
have on the Fund or the Fund's carrying value for these holdings in BVH and its
subsidiaries.
As reported in the Fund's most recent Form 10-Q, the Fund has certain
contractual covenants, commitments and contingencies with respect to Big V. At
this time, the Fund is unable to determine the exact amount of these commitments
and contingencies and therefore will not make any distributions until such time
as such commitments and contingencies have been determined with more
specificity.
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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 November 2000.
ML-LEE ACQUISITION FUND
(RETIREMENT ACCOUNTS) II, L.P.
By: Mezzanine Investments II, L.P.
Managing General Partner
By: ML Mezzanine II Inc.,
its General Partner
Dated: November 29, 2000 /s/ Kevin T. Seltzer
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Kevin T. Seltzer
ML Mezzanine II, Inc.
Vice President and Treasurer
(Principal Financial Officer of Registrant)
