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).
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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
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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
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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
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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).
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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
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
