UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Stanley Furniture Company, Inc.
(Name of Issuer)
Common Stock, $.02 par value per share
(Title of Class of Securities)
854305 20 8**
(CUSIP Number)
Steven M. Peck, Esq.
Hutchins, Wheeler & Dittmar, 101 Federal St, Boston, MA 02110 (617) 951-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 13, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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).
** In connection with the one-for-two reverse stock split referred to in
Amendment No. 2 to Schedule 13D, this new CUSIP Number was issued. The prior
CUSIP Number was 854305 10 9.
<PAGE>
SCHEDULE 13D
CUSIP No. 854305 20 8
1. NAME OF REPORTING PERSON - ML-Lee Acquisition Fund II, 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
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 13,474
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10. SHARED DISPOSITIVE POWER
13,474
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,474
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
Amendment No. 3
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 Route 57, Stanleytown,
Virginia 24168.
2. Identity and Background.
This statement is filed on behalf of (i) the ML-Lee Acquisition Fund, L.P.,
a Delaware limited partnership (the "Lee Fund") whose business address is World
Financial Center, 23rd Floor, 225 Liberty Street, New York, New York 10080, (ii)
the ML-Lee Acquisition Fund II, L.P., a Delaware limited partnership (the "Lee
Fund II") whose business address is World Financial Center, 23rd Floor, 225
Liberty Street, New York, New York 10080, (iii) the ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P., a Delaware limited partnership (the "Lee Fund
(RA) II") whose business address is World Financial Center, 23rd Floor, 225
Liberty Street, New York, New York 10080, (iv) C. Hunter Boll whose business
address is 75 State Street, Boston, Massachusetts 02109, (v) John W. Childs
whose business address is One Federal Street, 21st Floor, Boston, Massachusetts
02110, (vi) David V. Harkins whose business address is 75 State Street, Boston,
Massachusetts 02109, (vii) Glenn H. Hutchins whose business address is 345 Park
Avenue, New York, New York 10154, (viii) Thomas H. Lee as settlor and sole
beneficiary of the 1989 Thomas H. Lee Nominee Trust, dated 9/29/89 (the
"Trust"), whose business address is 75 State Street, Boston, Massachusetts
02109; (ix) Scott A. Schoen whose business address is 75 State Street, Boston,
Massachusetts 02109; (x) Thomas R. Shepherd whose business address is 75 State
Street, Boston, Massachusetts 02109; (xi) Paxman & Co. whose business address is
c/o Charles W. Robins, Esquire, Hutchins, Wheeler & Dittmar, 101 Federal Street,
Boston, Massachusetts 02110; (xii) Thomas H. Lee Advisors I ("Advisors I") whose
business address is 75 State Street, Boston, Massachusetts 02109; and (xiii)
Thomas H. Lee Advisors II, L.P. ("Advisors II") whose business address is 75
State Street, Boston, Massachusetts 02109.
The present principal occupation of each of the reporting persons who is a
natural person is set forth on Schedule A hereto. Certain information with
respect to the Lee Fund, Lee Fund II, Lee Fund (RA) II, Advisors I and Advisors
II is set forth on Schedules B-1 through B-5 hereto.
By his execution hereof, each of the reporting persons confirms that such
person has not (and in the case of the partnerships and trust, none of such
partnerships' general partners or such trust's trustees has), during the past
five years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
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<PAGE>
By his execution hereof, each of the reporting persons confirms that such
person has not (and in the case of partnerships and trust, none of such
partnerships' general partners or such trust's trustees has), during the past
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding, was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
3. Source and Amount of Funds or Other Consideration.
Each of the reporting persons received Common Stock as a result of the
merger (the "Merger") of Stanley Acquisition Corporation, a Delaware
corporation, into Stanley as described in Stanley's Proxy Statement/Prospectus
dated October 13, 1992 ("Proxy Statement/Prospectus"). The specific securities
exchanged by each of the undersigned and the Common Stock received is set forth
on Schedule C hereto.
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 13, 1996 each of the reporting persons and Stanley entered into
an Underwriting Agreement (the "Underwriting Agreement") with Dillon, Read &
Co., Inc., Raymond James & Associates, Inc. and Wheat, First Securities, Inc.,
as representatives of the several underwriters (the "Underwriters") named
therein. Pursuant to the terms of the Underwriting Agreement, the Selling
Stockholders (as defined therein) have agreed to sell an aggregate of 1,000,000
of their shares of Common Stock to the public. The Underwriters have been
granted an overallotment option to purchase an additional 150,000 of the Selling
Stockholders' shares of Common Stock pursuant to the Underwriting Agreement. To
the extent that the Underwriters' overallotment option is not fully exercised
and those shares sold to the public, Stanley has agreed to purchase those
additional 150,000 shares pursuant to a Stock Purchase Agreement dated November
13, 1996 (the "Stock Purchase Agreement"). The price to be paid by Stanley for
any such shares will equal the price to the public net of any amount equal to
the underwriting discount that otherwise would have been paid in respect of such
shares. Any such repurchase by Stanley would occur promptly following the
expiration of the Underwriters' 30-day overallotment option. This Amendment No.
3 to Schedule 13D relates to the sales made by the reporting persons pursuant to
the Underwriting Agreement and the Stock Purchase Agreement, as described above.
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<PAGE>
(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 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. Pursuant to the terms of the Underwriting
Agreement and the Stock Purchase Agreement described in Item 4 above, the
reporting persons have agreed to sell 100% of the holdings of Common Stock of
Stanley.
Thomas H. Lee has sole voting and dispositive power with respect to the
shares of Common Stock held by the Trust. In addition, the Lee Fund and Advisors
I share voting and dispositive power with respect to the shares of Common Stock
held by the Lee Fund, and each of the Lee Fund II and the Lee Fund (RA) II share
voting and dispositive power with Advisors II with respect to the shares of
Common Stock held by each such fund.
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<PAGE>
The reporting persons own 1,608,319 shares of Common Stock in the
aggregate, or 35.1% 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.
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Stanley.
Messrs. Childs, Shepherd, Harkins, Hutchins, Schoen and Boll have the right
to purchase shares of Stanley Furniture Company, Inc. common stock pursuant to
individual option Agreements for the purchase of certain shares of 8%
Convertible Preferred Stock of Stanley Holding Corporation executed by each of
Messrs. Childs, Shepherd, Harkins, Hutchins, Schoen and Boll and the 1989 Thomas
H. Lee Nominee Trust dated 9/29/89 and Thomas H. Lee. Each of the above
referenced Agreements were attached to Schedule 13D filed on behalf of the
reporting persons on November 19, 1992 as Exhibits C through H and each is
hereby incorporated by reference herein. The number of shares which each of
Messrs. Childs, Shepherd, Harkins, Hutchins, Schoen and Boll have the right to
purchase pursuant to such Option Agreements is set forth on Schedule D hereto.
Pursuant to orders of the Securities and Exchange Commission under
Sections 6(c), 17(d) and 57(i) of the Investment Company Act of 1940 and Rule
17d-1 thereunder issued on September 23, 1987, Investment Company Act Release
No. 16,001, and September 1, 1989, Investment Company Act Release No. 17,123,
the filing persons named below must participate in the disposition of shares of
Common Stock on a proportionate basis and on the same terms and conditions (a
"lock-step" disposition), unless any non-lock-step disposition is approved, as
set forth in such orders, by the Independent General Partners and the Managing
General Partner of each of the ML-Lee Acquisition Fund, L.P., the ML-Lee
Acquisition Fund II, L.P. and the ML- Lee Acquisition Fund (Retirement Accounts)
II, L.P.:
ML-Lee Acquisition Fund, L.P. ML-Lee Acquisition Fund II, L.P.
ML-Lee Acquisition Fund (Retirement Accounts) II, L.P.
Thomas H. Lee Advisors II, L.P.
Thomas H. Lee Advisors I
John W. Childs
David V. Harkins
C. Hunter Boll
Glenn H. Hutchins
Thomas H. Lee
Scott A. Schoen
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<PAGE>
Thomas R. Shepherd
Paxman & Co.
Pursuant to Investment Advisory Agreements dated November 10, 1989, by
and among, respectively, ML-Lee Acquisition Fund II, L.P. and ML-Lee Acquisition
Fund (Retirement Accounts) II, L.P. (collectively referred to as "Fund II"), and
Thomas H. Lee Advisors II, L.P. ("Advisors II"), and Thomas H. Lee Company (the
"Fund II Agreements"), Advisors II, subject to the supervision of the Managing
General Partner and the Individual General Partners of Fund II, has the
exclusive power and authority to make, monitor, manage, control and dispose of
Fund II's "Qualified Investments," including its investment in Stanley, so long
as each investment, sale, or other disposition by Advisors II on behalf of Fund
II is on terms not less favorable in all material respects to any corresponding
investments in the same securities of such company by third parties other than
management including Advisors II or any affiliate thereof; provided, however,
that for any portfolio company which is in default in the performance of a
material provision of any lending agreement or for which the ratio of operating
cash flow to current fixed charges for the four most recently completed fiscal
quarters is less than or equal to 1.1 to 1 (a "troubled company"), so long as
such default continues, or such ratio remains less than or equal to 1.1 to 1,
any decision to modify the terms or increase the investment therein by Fund II
or to dispose of all or a portion of the investment in such company shall only
be made with approval by the Managing General Partner and the Independent
General Partners. Advisors II is under the control of Thomas H. Lee.
Pursuant to a Management Agreement dated September 14, 1987, by and
among ML-Lee Acquisition Fund, L.P. ("Fund I"), Thomas H. Lee Advisors, Inc.,
and Thomas H. Lee Company, as assigned to and assumed by Thomas H. Lee Advisors
I ("Advisors I") as of December 29, 1988 (the "Fund I Agreement"), Advisors I,
subject to the supervision of the Managing General Partner and the Individual
General Partners of Fund I, has the exclusive power and authority to make,
monitor, manage, control and dispose of Fund I's "Qualified Investments,"
including its investment in Stanley, so long as each investment, sale or other
disposition by Advisors I on behalf of Fund I is on terms not less favorable in
all material respects to any corresponding investments in the same securities of
such company by third parties other than management, including Advisors I or any
affiliate thereof; provided, however, that for any portfolio company which is in
default in the performance of a material provision of any lending agreement or
for which the ratio of operating cash flow to current fixed charges is less than
or equal to 1.1 to 1 (a "troubled company"), so long as such default continues,
or such ratio remains less than or equal to 1.1 to 1, any decision to modify the
terms of or increase the investment therein by Fund I or to dispose of all or a
portion of the investment in such company shall only be made with approval by
the Managing General Partner and the Independent General Partners. Advisors I is
under the control of Thomas H. Lee.
Each of the reporting persons has entered into the Underwriting
Agreement, as described in Item 4 above, pursuant to which the Underwriters will
acquire an aggregate of 1,000,000 of the Selling Stockholders' shares of Common
Stock, for sale to the public. To the extent that the Underwriters' 30-day
overallotment option pursuant to the Underwriting Agreement is not
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<PAGE>
exercised, Stanley will repurchase such shares pursuant to the terms of the
Stock Purchase Agreement, as described in Item 4 above.
Stanley has also entered into a Registration Rights Agreement dated as
of November 9, 1992 with ML-Lee Acquisition Fund, L.P., ML-Lee Acquisition Fund
II, L.P., ML-Lee Acquisition Fund (Retirement Accounts) II, L.P., Lee
Stockholders (as defined therein) and Management Stockholders (as defined
therein).
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and any other person with respect to any securities of Stanley.
7. Material to be Filed as Exhibits.
Exhibit P Underwriting Agreement dated as of November 13,
1996 between Dillon, Read & Co., Inc., Raymond James
& Associates, Inc. and Wheat, First Securities, Inc.,
as representatives of the several underwriters named
therein, Stanley, and the Selling Stockholders (as
defined therein) (incorporated by reference to
Exhibit 1.1 to Stanley's Registration Statement on
Form S-3 No. 333-14063).
Exhibit Q Stock Purchase Agreement dated as of November 13,
1996 among Stanley and the Selling Stockholders (as
defined therein) (incorporated by reference to
Exhibit 99.1 to Stanley's Registration Statement on
Form S-3 No. 333- 14063).
Exhibit R Registration Rights Agreement dated as of November
9, 1992 by and among Stanley, ML-Lee Acquisition
Fund, L.P., ML-Lee Acquisition Fund II, L.P., ML-Lee
Acquisition Fund (Retirement Accounts) II, L.P., Lee
Stockholders (as defined therein) and Management
Stockholders (as defined therein) (incorporated by
reference to Exhibit 4.3 to Stanley's Registration
Statement on form S-1 No. 33-57432).
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<PAGE>
Schedule A
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation
<S> <C> <C>
C. Hunter Boll See Schedule B-2 See Schedule B-2
John W. Childs See Schedule B-2 See Schedule B-2
David V. Harkins See Schedule B-2 See Schedule B-2
Scott A. Schoen See Schedule B-2 See Schedule B-2
Thomas R. Shepherd See Schedule B-2 See Schedule B-2
Glenn H. Hutchins Blackstone Group LP Mr. Hutchins is currently Senior
Senior Managing 345 Park Avenue Managing Director of The
Director New York, NY 10154 Blackstone Group, a private
investment bank engaged in friendly
principal investments, mergers and
acquisitions.
</TABLE>
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<PAGE>
Schedule B-1.
CERTAIN INFORMATION CONCERNING ML-LEE ACQUISITION FUND, L.P.
Set forth below is the name, business or residence address, and present
principal occupation or employment of the general partners of ML-Lee Acquisition
Fund, L.P. (the "Lee Fund "), a Delaware limited partnership which has elected
to be a Business Development Company under the Investment Company Act of 1940.
The principal executive offices of the Lee Fund are located at World Financial
Center, South Tower, New York, New York 10080. The Lee Fund is engaged in the
business of holding and owning securities. Each individual listed below is a
citizen of the United States.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation
<S> <C> <C>
1. Thomas H. Lee Thomas H. Lee Individual General Partner of the Lee
Individual General Company Fund, ML-Lee Acquisition Fund II,
Partner 75 State Street L.P. (the "Lee Fund II") and ML-Lee
Boston, MA 02109 Acquisition Fund (Retirement
Accounts) II, L.P. (the "Lee Fund
(RA) II"; and together with the Lee
Fund II, the "New Funds"; and
together with the Lee Fund and the
Lee Fund II, the "Funds"). Chairman
of the Investment Adviser of the Lee
Fund; Chairman of the Administrative
General Partner of the Investment
Adviser to the New Funds; Chairman
of the Administrative General Partner
of Thomas H. Lee Equity Partners
L.P., Founder of the Thomas H. Lee
Company (the "Lee Company") and
its President since 1974.
2. Vernon R. Alden 420 Boylston Street Individual General Partner of each of
Individual General Suite 403 the Funds.
Partner Boston, MA 02116
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<PAGE>
Name and Title Business Address Principal Occupation
Name and Title Business Address Principal Occupation
3. Joseph L. Bower Harvard University Individual General Partner of each of
Individual General Graduate School of the Funds. Donald Kirk David
Partner Business Professor of Business Administration,
Administration Harvard University Graduate School
Boston, MA 02163 of Business Administration. Faculty
member since 1963.
4. Stanley H. Feldberg One Sanderling Court Individual General Partner of each of
Individual General Hilton Head, SC the Funds.
Partner 29926
5. Mezzanine c/o ML Mezzanine Managing General Partner of the Lee
Investments, L.P., a Inc. Fund since 1987 and engaged in no
Delaware limited World Financial other activities at this point in time.
partnership; Center, South Tower
Managing General New York, New York
Partner 10080
A. ML World Financial ML Mezzanine Inc. is the general
Mezzanine Center, South Tower partner of Mezzanine Investments,
Inc., a New York, New York L.P., the Lee Fund's Managing
Delaware 10080 General Partner.
corporation.
Sole General
Partner of
Mezzanine
Investments,
L.P.
Directors and Officers of
ML Mezzanine Inc.
Kevin K. Albert World Financial Vice President and a Managing
Chairman, President, Center Director of the Investment Banking
and Director North Tower Group ("ML Investment Banking") of
Managing General New York, New York Merrill Lynch, Pierce, Fenner &
Partner 10281 Smith Incorporated ("MLPF&S").
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<PAGE>
Mr. Albert is the manager of the
Equity Private Placement Group of
ML Investment Banking and is involved
in structuring, marketing and closing a
diversified array of private equity
financings including common stock,
preferred stock, limited partnership
interests and other equity-related
securities.
James V. Caruso World Financial Director of ML Investment Banking.
Executive Vice Center Since June 1992, Mr. Caruso has
President and South Tower served as Manager of MLPF&S's
Director New York, New York Partnership Analysis and Management
10080 Department, (the "Partnership Management
Department"), which is responsible for
accounting and the ongoing administration
and operations of more than 150 investment
limited partnerships as well as the MLPF&S
affiliated entities that manage or
administer such partnerships.
Mr. Caruso serves as a director of ML
Mezzanine II Inc.
Robert F. Aufenanger World Financial Vice President of Merrill Lynch &
Executive Vice Center Co., Corporate Vice President, Credit
President and South Tower and a Director of the Partnership
Director New York, New York Director Management Department.
10080 Mr. Aufenanger is responsible for the
ongoing management of the
operations of the equipment and
project-related limited partnerships
for which subsidiaries of ML Leasing
Equipment Corp., an affiliate
of the Managing General
Partner, are general partners.
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<PAGE>
Rosalie Y. Goldberg World Financial Vice President of MLPF&S Private
Vice President and Center Client Director Group. Ms. Goldberg
Director South Tower also is Manager of the MLPF&S
New York, New York Special Investments Group, a vice
10080 president and a director of ML
Mezzanine II Inc.
Audrey L. Bommer World Financial Joined ML Investment Banking in
Vice President and Center 1994 and serves as Treasurer and chief
Treasurer South Tower financial officer to the Funds. Ms.
New York, New York Bommer manages all financial
10080 reporting, accounting, ministerial and
administrative services in the
Partnership Management Department.
Ms. Bommer also serves as Vice
President and Treasurer of ML
Mezzanine II and ML Fund
Administrators.
Roger F. Castoral, Jr. World Financial Joined ML Investment Banking in
Assistant Treasurer Center 1995 and serves as Assistant Treasurer
South Tower to the Funds. Mr. Castoral is
New York, New York responsible for fund accounting and
10080 financial reporting functions in the
Partnership Management Department.
Mr. Castoral also serves as Assistant
Treasurer of ML Mezzanine II and
ML Fund Administrators.
</TABLE>
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<PAGE>
Schedule B-2.
CERTAIN INFORMATION CONCERNING THOMAS H. LEE ADVISORS I
Set forth below is the name, business address, and present principal
occupation or employment of each director and executive officer of Thomas H. Lee
Advisors I ("Advisors I"), a Massachusetts business trust with its principal
executive offices located at 75 State Street, Boston, Massachusetts, 02109.
Advisors I is the Investment Adviser to ML-Lee Acquisition Fund, L.P. (the "Lee
Fund"). Each individual listed below is a citizen of the United States.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation
<S> <C> <C> <C>
1. Thomas H. Lee See Schedule B-1 See Schedule B-1
Chairman and
Trustee
2. John W. Childs One Federal Street President of J.W. Childs Associates,
President and Trustee Boston, MA 02110 L.P., an investment management
company.
3. Thomas R. Shepherd Thomas H. Lee Managing Director of the Lee
Executive Vice Company Company.
President 75 State Street
Boston, MA 02109
4. David V. Harkins Thomas H. Lee Managing Director of the Lee
Senior Vice President Company Company.
and Trustee 75 State Street
Boston, MA 02109
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<PAGE>
5. C. Hunter Boll Thomas H. Lee Managing Director of the Lee
Vice President Company Company.
75 State Street
Boston, MA 02109
6. Scott A. Schoen Thomas H. Lee Managing Director of the Lee
Vice President Company Company.. Vice President of T.H.
75 State Street Lee Mezzanine II.
Boston, MA 02109
7. Wendy L. Masler Thomas H. Lee Senior Vice President and Treasurer
Treasurer and Clerk Company of the Lee Company. Treasurer and
75 State Street Clerk of T.H. Lee Mezzanine II.
Boston, MA 02109
</TABLE>
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<PAGE>
Schedule B-3.
CERTAIN INFORMATION CONCERNING ML-LEE ACQUISITION FUND II, L.P.
Set forth below is the name, business or residence address, and
principal occupation or employment of the general partners of ML-Lee Acquisition
Fund II, L.P. (the "Lee Fund II"), a Delaware limited partnership which has
elected to be a Business Development Company under the Investment Company Act of
1940. The principal executive offices of the Lee Fund II are located at World
Financial Center, South Tower, New York, New York 10080. The Lee Fund II is
engaged in the business of holding and owning securities. Each individual listed
below is a citizen of the United States.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation
<S> <C> <C> <C>
1. Thomas H. Lee See Schedule B-1 See Schedule B-1
Individual General
Partner
2. Vernon R. Alden See Schedule B-1 See Schedule B-1
Individual General
Partner
3. Joseph L. Bower See Schedule B-1 See Schedule B-1
Individual General
Partner
4. Stanley H. Feldberg See Schedule B-1 See Schedule B-1
Individual General
Partner
5. Mezzanine World Financial Managing General Partner to the Lee
Investments II, L.P., Center, South Tower Fund II and the Lee Fund (RA) II.
a Delaware limited New York, New York
partnership; 10080
Managing General
Partner
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<PAGE>
A. ML World Financial ML Mezzanine II Inc. is the general
Mezzanine II Center, South Tower partner of Mezzanine Investments II,
Inc., a New York, New York L.P., the Lee Fund II's and the Lee
Delaware 10080 Fund (RA) II's Managing General
corporation. Partner.
Sole General
Partner of
Mezzanine
Investments
II, L.P.
Directors and Officers of
ML Mezzanine II Inc.
i. Kevin K. Albert See Schedule B-1 See Schedule B-1
Chairman, President
and Director
ii. James V. Caruso See Schedule B-1 See Schedule B-1
Executive Vice
President and
Director
iii. Robert F. Aufenanger See Schedule B-1 See Schedule B-1
Executive Vice
President and
Director
iv. Rosalie Y. Goldberg See Schedule B-1 See Schedule B-1
Vice President and
Director
v. Audrey L. Bommer See Schedule B-1 See Schedule B-1
Vice President and
Treasurer
vi. Roger F. Castoral, Jr. See Schedule B-1 See Schedule B-1
Assistant Treasurer
</TABLE>
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<PAGE>
Schedule B-4.
CERTAIN INFORMATION CONCERNING ML-LEE ACQUISITION FUND
(RETIREMENT ACCOUNTS) II, L.P.
Set forth below is the name, business or residence address, and
principal occupation or employment of the general partners of ML-Lee Acquisition
Fund (Retirement Accounts) II, L.P. (the "Lee Fund (RA) II"), a Delaware limited
partnership which has elected to be a Business Development Company under the
Investment Company Act of 1940. The principal executive offices of the Lee Fund
(RA) II are located at World Financial Center, South Tower, New York, New York
10080. The Lee Fund (RA) II is engaged in the business of holding and owning
securities. Each individual listed below is a citizen of the United States.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation
<S> <C> <C> <C>
1. Thomas H. Lee See Schedule B-1 See Schedule B-1
Individual General
Partner
2. Vernon R. Alden See Schedule B-1 See Schedule B-1
Individual General
Partner
3. Joseph L. Bower See Schedule B-1 See Schedule B-1
Individual General
Partner
4. Stanley H. Feldberg See Schedule B-1 See Schedule B-1
Individual General
Partner
5. Mezzanine See Schedule B-3 See Schedule B-3
Investments II, L.P.,
a Delaware limited
partnership;
Managing General
Partner
- 18 -
<PAGE>
A. ML Mezzanine II See Schedule B-3 See Schedule B-3
Inc., a Delaware
corporation. Sole
General Partner of
Mezzanine
Investments, II,
L.P.
Directors and Officers of
ML Mezzanine II Inc.
i. Kevin K. Albert See Schedule B-1 See Schedule B-1
Chairman, President
and Director
ii. James V. Caruso See Schedule B-1 See Schedule B-1
Executive Vice
President and
Director
iii. Robert F. Aufenanger See Schedule B-1 See Schedule B-1
Executive Vice
President and
Director
iv. Rosalie Y. Goldberg See Schedule B-1 See Schedule B-1
Vice President and
Director
v. Audrey L. Bommer See Schedule B-1 See Schedule B-1
Vice President and
Treasurer
vi. Roger F. Castoral, Jr. See Schedule B-1 See Schedule B-1
Assistant Treasurer
</TABLE>
- 19 -
<PAGE>
Schedule B-5.
CERTAIN INFORMATION CONCERNING THOMAS H. LEE ADVISORS II, L.P.
Set forth below is the name, business address, and present principal
occupation or employment of each director and executive officer of Thomas H. Lee
Advisors II, L.P. ("Advisors II"), a Delaware Limited Partnership with its
principal executive offices located at 75 State Street, Boston, Massachusetts,
02109. Advisors II is the Investment Adviser to ML-Lee Acquisition Fund II, L.P.
(the "Lee Fund II") and ML-Lee Acquisition Fund (Retirement Accounts) II, L.P.
(the "Lee Fund (RA) II"). Each individual listed below is a citizen of the
United States.
<TABLE>
<CAPTION>
Name and Title Business Address Principal Occupation
<S> <C> <C> <C>
1. Thomas H. Lee See Schedule B-1 See Schedule B-1
Individual General
Partner
2. T.H. Lee Mezzanine II, Thomas H. Lee Performs administrative services on
a Massachusetts Company behalf of Advisors II.
Business Trust, 75 State Street
Administrative General Boston, MA 02109
Partner
A. Thomas H. Lee See Schedule B-1 See Schedule B-1
Chairman, Trustee
B. John W. Childs See Schedule B-2 See Schedule B-2
President, Trustee
C. Thomas R. See Schedule B-2 See Schedule B-2
Shepherd
Executive Vice
President
D. David V. Harkins See Schedule B-2 See Schedule B-2
Senior Vice
President, Trustee
E. C. Hunter Boll See Schedule B-2 See Schedule B-2
Vice President
F. Scott A. Schoen See Schedule B-2 See Schedule B-2
Vice President
G. Wendy L. Masler See Schedule B-2 See Schedule B-2
Treasurer and
Clerk
</TABLE>
- 20 -
<PAGE>
Schedule C
<TABLE>
<CAPTION>
Shares of
Securities Common Stock
Name Exchanged Received
<S> <C> <C>
ML-LEE ACQUISITION $21.4 million principal 3,330,116
FUND, L.P. amount of Stanley 14%
Subordinated Notes
30,000 shares of Stanley 464,860
Holding Corporation 8%
Senior Convertible
Preferred Stock ("Holding
8% Preferred Stock")
100,000 shares of Stanley 1,556,129
14% Senior Preferred Stock
THOMAS H. LEE ADVISORS I $21.4 million principal 3,330,116
amount of Stanley 14%
Subordinated Notes
30,000 shares of Holding 464,860
8% Preferred Stock
100,000 shares of Stanley 1,556,129
14% Senior Preferred Stock
ML-LEE ACQUISITION 802,312 shares of Stanley 46,211
FUND II, L.P. 10% Cumulative Redeemable
Preferred Stock ("Stanley
10% Preferred Stock")
ML-LEE ACQUISITION 642,776 shares of Stanley 37,022
FUND (RETIREMENT 10% Preferred Stock
ACCOUNTS) II, L.P.
- 21 -
<PAGE>
THOMAS H. LEE ADVISORS II, 802,312 shares of Stanley 46,211
L.P. 10% Preferred Stock
642,776 shares of Stanley 37,022
10% Preferred Stock
Thomas H. Lee as settlor 3,925 shares of Holding 60,819
and sole beneficiary of the 8% Preferred Stock
1989 Thomas H. Lee Nominee
Trust, Dated 9/29/89
C. Hunter Boll 100 shares of Holding 8% 1,549
Preferred Stock
John W. Childs 250 shares of Holding 8% 3,873
Preferred Stock
David V. Harkins 166.67 shares of Holding 8% 2,582
Preferred Stock
Glenn H. Hutchins 166.67 shares of Holding 8% 2,582
Preferred Stock
Scott A. Schoen 100 shares of Holding 8% 1,549
Preferred Stock
Thomas R. Shepherd 83.33 shares of Holding 8% 1,291
Preferred Stock
Paxman & Co. 208.33 shares of Holding 3,228
8% Preferred Stock
</TABLE>
- 22 -
<PAGE>
Schedule D
The following chart summarizes the number of shares of Stanley Furniture
Company, Inc. purchasable by the named individuals listed below pursuant to
option agreements, for the purchase of shares of 8% Convertible Preferred Stock
of Stanley Holding Corporation, executed among the named individuals, the 1989
Thomas H. Lee Nominee Trust dated 9/29/89 and Thomas H. Lee.
<TABLE>
<CAPTION>
Number of Shares
Option Exercise of Stanley Furniture
Price for Stanley Company, Inc. Common
Furniture Company, Inc. Stock Purchasable
Individual Common Stock Within 60 Days
<S> <C> <C>
John W. Childs $12.91 1,936
Thomas R. Shepherd $12.91 645
Glenn H. Hutchins $12.91 1,291
David V. Harkins $12.91 1,291
C. Hunter Boll $12.91 774
Scott A. Schoen $12.91 774
</TABLE>
- 23 -
<PAGE>
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: November 14, 1996 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
ML-LEE ACQUISITION FUND II, L.P.
By: MEZZANINE INVESTMENTS II, L.P.,
Managing General Partner
By: ML MEZZANINE II INC.,
General Partner
By: s/ Audrey L. Bommer
Name: Audrey L. Bommer
Title:Vice-President and Treasurer
S-1
<PAGE>
ML-LEE ACQUISITION FUND
(RETIREMENT ACCOUNTS) II, L.P.
By: MEZZANINE INVESTMENTS II, L.P.,
Managing General Partner
By: ML MEZZANINE II INC.,
General Partner
By: s/ Audrey L. Bommer
Name: Audrey L. Bommer
Title:Vice-President and Treasurer
Thomas H. Lee Advisors I
By: s/ David V. Harkins
Name: David V. Harkins
Title: Senior Vice President
Thomas H. Lee Advisors II, L.P.
By: Thomas H. Lee Mezzanine
Administrative General Partner
By: s/ David V. Harkins
Name: David V. Harkins
Title: Senior Vice President
s/ C. Hunter Boll*
C. Hunter Boll
s/ John W. Childs*
John W. Childs
S-2
<PAGE>
s/ David V. Harkins
David V. Harkins
s/ Glenn H. Hutchins*
Glenn H. Hutchins
State Street Bank and Trust Company of
Connecticut, N.A., Not Individually, But
As Trustee for the 1989 Thomas H. Lee
Nominee Trust, Dated 9/29/89, as amended
By:s/ Thomas H. Lee*
Thomas H. Lee, as settlor and sole
beneficiary of the 1989 Thomas H. Lee
Nominee Trust dated September 29,
1989, as amended
s/ Scott A. Schoen*
Scott A. Schoen
s/ Thomas R. Shepherd*
Thomas R. Shepherd
PAXMAN & CO.
By: s/ Adrienne Smith
Name: Adrienne Smith
Title: Partner
* By: s/ David V. Harkins
David V. Harkins
Attorney-in-Fact
S-3
