-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QvB3/k6UEG61hCU2/5NRMfmdeDtcLURwXtswAaxljUjF1mvRW+8iq3wo1Z78daOH k1k/1e1yGruhDVjAKojIAQ== 0000914427-97-000140.txt : 19971203 0000914427-97-000140.hdr.sgml : 19971203 ACCESSION NUMBER: 0000914427-97-000140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971202 SROS: NASD GROUP MEMBERS: ML LEE ACQUISITION FUND L P GROUP MEMBERS: THOMAS H. LEE ADVISORS I SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY FURNITURE CO INC/ CENTRAL INDEX KEY: 0000797465 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 541272589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37720 FILM NUMBER: 97731282 BUSINESS ADDRESS: STREET 1: ROUTE 57 CITY: STANLEYTOWN STATE: VA ZIP: 24168 BUSINESS PHONE: 7036272000 MAIL ADDRESS: STREET 1: ROUTE 57 CITY: STANLEYTOWN STATE: VA ZIP: 24168 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY INTERIORS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ML LEE ACQUISITION FUND L P CENTRAL INDEX KEY: 0000813343 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133426817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: S TOWER, 23RD FL CITY: NEW YORK STATE: NY ZIP: 10080-6123 BUSINESS PHONE: 2122367303 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CENTER SOUTH TOWER STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10080 FORMER COMPANY: FORMER CONFORMED NAME: ML LEE MEZZANINE PARNTERS L P DATE OF NAME CHANGE: 19870617 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 5 Under the Securities Exchange Act of 1934 Stanley Furniture Company, Inc. (Name of Issuer) Common Stock, $.02 par value per share (Title of Class of Securities) 854305 20 8 (CUSIP Number) Andrew D. Flaster Thomas H. Lee Company, 75 State Street, Boston, MA 02109 (617) 227-1050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 18, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 SCHEDULE 13D CUSIP No. 854305 20 8 1. NAME OF REPORTING PERSON - ML-Lee Acquisition Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 400,719 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 400,719 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,719 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14. TYPE OF REPORTING PERSON PN 2 SCHEDULE 13D CUSIP No. 854305 20 8 1. NAME OF REPORTING PERSON - Thomas H. Lee Advisors I S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 400,719 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 400,719 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,719 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14. TYPE OF REPORTING PERSON OO 3 SCHEDULE 13D Amendment No. 5 1. Security and Issuer. This statement relates to the Common Stock, $.02 par value per share (the "Common Stock"), of Stanley Furniture Company, Inc., a Delaware corporation ("Stanley"), which has its principal executive offices at 1641 Fairystone Park Highway, Stanleytown, Virginia 24168. Capitalized terms used herein and not defined herein have the respective meanings ascribed to such terms in Amendment No. 3 to this Schedule 13D. 4. Purpose of the Transaction. The Common Stock covered by this report was acquired in connection with the Merger described in the Proxy Statement/Prospectus. By his execution hereof, except as discussed below, each of the reporting persons confirms that, as of the date of this statement, he has no plans or proposals which relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; On November 18, 1997, the reporting persons sold an aggregate of 413,201 shares of Common Stock to the Company at $25.00 per share, pursuant to a Stock Purchase Agreement. (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any 4 plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. 5. Interest in Securities of Stanley. Unless indicated otherwise, each of the reporting persons has the sole power to vote or to direct the vote of the shares beneficially owned by such person and the sole power to dispose or to direct the disposition of the shares beneficially owned by such person. ML-Lee Acquisition Fund, L.P. (the "Lee Fund") and Thomas H. Lee Advisors I share voting and dispositive power with respect to the shares of Common Stock held by the Lee Fund. The reporting persons own 400,719 shares of Common Stock in the aggregate, or approximately 11.7% of the outstanding Common Stock of Stanley. Each of the reporting persons expressly disclaims the existence of a "group" among the reporting persons, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations of the Securities Exchange Commission promulgated thereunder, with respect to the beneficial ownership of Common Stock to which this statement relates. The filing of this statement by the reporting persons shall not be deemed to constitute an admission on the part of any of the reporting persons that such a group exists, or that such person is the beneficial owner of any shares of Common Stock not held by it. 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement. Exhibit B Stock Purchase Agreement dated as of November 11, 1997 among Stanley and the Selling Stockholders (as defined therein) (incorporated by reference to Exhibit 99.1 to Stanley's Current Report on Form 8-K dated November 18, 1997). 5 Signatures After reasonable inquiry and to the best of knowledge and belief of each of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct. Dated: December 1, 1997 ML-LEE ACQUISITION FUND, L.P. By: MEZZANINE INVESTMENTS, L.P. Managing General Partner By: ML MEZZANINE INC., General Partner By: /s/ Audrey L. Bommer Name: Audrey L. Bommer Title: Vice-President and Treasurer Thomas H. Lee Advisors I By: /s/ Wendy L. Masler Name: Wendy L. Masler Title: Treasurer EX-99 2 AGREEMENT Exhibit A to Schedule 13D Amendment No. 5 Stanley Furniture Company, Inc. AGREEMENT Agreement made this 1st day of December, 1997, by and between each of the undersigned. WHEREAS, each of the undersigned is required to file Amendment No. 5 to Schedule 13D with respect to ownership of securities in Stanley Furniture Company, Inc.; and WHEREAS, each of the undersigned is individually eligible to use this Amendment No. 5 to Schedule 13D; NOW, THEREFORE, the undersigned agree to file only one Amendment No. 5 to Schedule 13D reflecting their combined beneficial ownership of securities in Stanley Furniture Company, Inc. ML-LEE ACQUISITION FUND, L.P. By: MEZZANINE INVESTMENTS, L.P. Managing General Partner By: ML MEZZANINE INC., General Partner By: /s/ Audrey L. Bommer Name: Audrey L. Bommer Title: Vice-President and Treasurer Thomas H. Lee Advisors I By: /s/ Wendy L. Masler Name: Wendy L. Masler Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----