Filed pursuant to Rule 424(b)(5)
File Number 333-42877
PROSPECTUS
413,201 shares
STANLEY FURNITURE COMPANY, INC.
COMMON STOCK
This Prospectus relates to 413,201 shares (the "Shares") of common
stock $.02 par value per share (the "Common Stock") of Stanley Furniture
Company, Inc. (the "Company"), which may be offered from time to time by the
selling stockholders named herein (the "Selling Stockholders"). The Common Stock
is quoted on the Nasdaq Stock Market under the symbol "STLY", on December 29,
1997 the last reported sales price of the Common Stock was $28.00.
The Selling Stockholders have advised the Company that the Shares may
be sold from time to time in transactions on the Nasdaq Stock Market or
otherwise, in the over-the-counter market, in negotiated transactions, through
the writing of options on shares (whether such options are listed on an options
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. (See "Plan of Distribution.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is December 30, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549; and at the Commission's regional offices at
500 West Madison Street, Chicago, Illinois 60606; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
World Wide Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, such as the
Company, that file electronically with the Commission.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of which this Prospectus constitutes a part. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Prospectus:
(a) the annual report on Form 10-K for the fiscal year ended December 31,
1996;
(b) the quarterly reports on Form 10-Q for the quarterly periods ended
September 28, 1997, June 29, 1997 and March 30, 1997;
(c) the current report on Form 8-K dated December 2, 1997;
(d) the description of Common Stock set forth in the Company's
Registration Statement filed with the Commission pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the
purpose of updating any such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus
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to the extent that a statement contained herein or in any other subsequently
filed documents which also is or is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Stanley Furniture Company, Inc., 1641 Fairystone Park Highway,
Stanleytown, Virginia 24168, Attention: Secretary (telephone (540) 627-2000).
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THE COMPANY
The Company is a leading designer and manufacturer of residential
furniture exclusively targeted at the upper-medium price range. The Company
offers diversified product lines across all major style and product categories
within this price range. Its product depth and extensive style selections make
the Company a complete furniture resource for retailers in its price range, and
allow the Company to respond more quickly to shifting consumer preferences. The
Company has established a broad distribution network in the United States that
includes independent furniture stores, department stores, and national and
regional furniture chains. To produce its products and support its broad
distribution network, the Company has developed efficient and flexible
manufacturing processes that it believes are unique in the furniture industry.
The Company emphasizes continuous improvement in its manufacturing processes to
enable it to continue providing competitive advantages to its customers, such as
quick delivery, reduced inventory investment, high quality, and value.
The Company's executive offices are located at 1641 Fairystone Park
Highway, Stanleytown, Virginia 24168. The telephone number is (540) 627-2000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. The number of shares of
Common Stock offered pursuant to this Prospectus for the account of the Selling
Stockholders equals the total number of shares of Common Stock owned by the
Selling Stockholders as of the date of this Prospectus.
<TABLE>
Common Stock Ownership Prior to the Offering
<CAPTION>
Name Number Percentage of
---- ------ Common Stock
Outstanding
-----------
<S> <C>
ML-Lee Acquisition Fund, L.P. 400,719 11.7%
ML-Lee Acquisition Fund II, L.P. 3,461 (1)
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Name Number Percentage of
---- ------ Common Stock
Outstanding
-----------
ML-Lee Acquisition Fund (Retirement 2,773 (1)
Accounts) II, L.P.
2,797 (1)
State Street Bank & Trust Company of
Connecticut, N.A., Not Individually,
But as Trustee for the 1989 Thomas
H. Lee Nominee Trust, Dated 9/29/89
John W. Childs 798 (1)
David V. Harkins (2) 532 (1)
Thomas R. Shepherd 265 (1)
Glenn H. Hutchins 532 (1)
Scott A. Schoen 318 (1)
C. Hunter Boll (2) 318 (1)
Anthony J. DiNovi 149 (1)
Jason Harkins 149 (1)
Jessica Harkins 149 (1)
Paxman & Co. 241 (1)
- -----------------------
</TABLE>
1 Less than 1%.
2 Messrs. Harkins and Boll are directors of the Company.
The Company, ML-Lee Acquisition Fund, L.P., a Delaware limited
partnership (the "Lee Fund"), certain affiliates of Thomas H. Lee Company (the
"Lee Company"), a sole proprietorship engaged in acquiring or making controlling
investments in established operating companies, and certain members of the
Company's management are parties to a Registration Rights Agreement dated as of
November 9, 1992. Pursuant to the terms of this agreement, the Company has
agreed to pay all expenses in connection with the Offering and has agreed to
indemnify the parties thereto against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act").
The Company was a party to a Management Agreement, pursuant to which
the Company's predecessors engaged the Lee Company for the purposes of providing
them with substantial consulting services and management advisory services. The
services under this
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Management Agreement were in the field of financial and strategic corporate
planning and such other management areas as the parties mutually agreed. These
services included advice concerning strategic corporate planning, potential
acquisitions and financial planning. The term of this Agreement began on
September 19, 1988. Effective November 18, 1996, the Company paid the Lee
Company $180,000 annually in consideration for the services provided by the Lee
Company under the Management Agreement. Prior to November 19, 1996, the Company
paid an annual fee in the amount of $250,000. On June 30, 1997, in conjunction
with the Company's repurchase of 750,000 shares of its Common Stock at $20 per
share from the Lee Fund, and certain of the other Selling Stockholders, the Lee
Company agreed to reduce the annual fee payable to it under the Management
Agreement to $90,000. On November 18, 1997, in conjunction with the Company's
repurchase of 413,201 shares of its Common Stock at $25 per share from the Lee
Fund and certain of the Selling Stockholders, the Management Agreement was
terminated. David V. Harkins is a Senior Managing Director of the Lee Company.
C. Hunter Boll, Scott A. Schoen and Anthony J. DiNovi are each a Managing
Director of the Lee Company. Thomas R. Shepherd is a consultant to the Lee
Company. John W. Childs is an officer of the investment adviser of the Lee Fund.
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq Stock Market
or otherwise, in the over-the-counter market, in negotiated transactions,
through the writing of options on shares (whether such options are listed on an
options exchange or otherwise), or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions). The Selling Stockholders and broker-dealers
that participate with the Selling Stockholders in the distribution of shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commission received by them and any profit on the resale
of shares may be deemed to be underwriting compensation.
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VALIDITY OF SECURITIES
The validity of the Shares to which this Prospectus relates will be
passed upon for the Company and the Selling Stockholders by McGuire, Woods,
Battle & Boothe, L.L.P., Richmond, Virginia.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1996
and 1995, the related statements of income, changes in stockholders' equity and
cash flows for each of the years in the period ended December 31, 1996, and the
related financial statement schedule, incorporated by reference in this
registration statement, have been incorporated herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given upon the authority
of that firm as experts in accounting and auditing.
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