-----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, Apd3ms4uS/TXE3frMLpYZhMQ3lGyRYIFqAR8AXvsPn+KOYxVU8kwGpPtqwjESiN8 1DIp/NmnbQMvLaC1U/FDPw== 0000914427-96-000094.txt : 19961118 0000914427-96-000094.hdr.sgml : 19961118 ACCESSION NUMBER: 0000914427-96-000094 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961114 SROS: NASD 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-37720 FILM NUMBER: 96665501 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: HUTCHINS GLENN H CENTRAL INDEX KEY: 0001027038 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O J W CHILDS ASSOCIATES LP STREET 2: ONE FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 SCHEDULE 13D 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. SCHEDULE 13D CUSIP No. 854305 20 8 1. NAME OF REPORTING PERSON - Glenn H. Hutchins 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 United States 7. SOLE VOTING POWER 753 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 753 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 753 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14. TYPE OF REPORTING PERSON IN 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). - 3 - 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. - 4 - (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. - 5 - 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 - 6 - 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 - 7 - 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). - 8 - Schedule A
Name and Title Business Address Principal Occupation 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.
- 9 - 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.
Name and Title Business Address Principal Occupation 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 - 10 - 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"). - 11 - 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. - 12 - 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.
- 13 - 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.
Name and Title Business Address Principal Occupation 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 - 14 - 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
- 15 - 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.
Name and Title Business Address Principal Occupation 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 - 16 - 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
- 17 - 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.
Name and Title Business Address Principal Occupation 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 - 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
- 19 - 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.
Name and Title Business Address Principal Occupation 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
- 20 - Schedule C
Shares of Securities Common Stock Name Exchanged Received 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 - 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
- 22 - 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.
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 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
- 23 - 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----