SCHEDULE 13D
Amendment No. 4
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. Capitalized terms used herein and not defined herein have the
respective meanings ascribed to such terms in Amendment No. 4 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 June 27, 1997, the reporting persons sold an aggregate of
727,344 shares of Common Stock to the Company at $20.00 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 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;
<PAGE>
(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 801,437 shares of Common Stock in the
aggregate, or approximately 15% 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 Stock Purchase Agreement dated as of June 27, 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 June 30, 1997).
<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: July 10, 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/ David V. Harkins
Name: David V. Harkins
Title: Senior Vice President
