-----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, Nlr/CmlPRCqymq9LrqZjIHT5v49diGRgN7J/JsYvm02UDykkLvO02Z/TWW4b/13D lQhNguRA+EQgk74SfCWHHw== 0000914427-97-000102.txt : 19970714 0000914427-97-000102.hdr.sgml : 19970714 ACCESSION NUMBER: 0000914427-97-000102 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970711 SROS: NASD GROUP MEMBERS: ML LEE ACQUISITION FUND L P GROUP MEMBERS: THOMAS H. LEE ADVISORS I 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: 97639431 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: ML LEE ACQUISITION FUND L P CENTRAL INDEX KEY: 0000813343 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133426817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: S TOWER, 23RD FL CITY: NEW YORK STATE: NY ZIP: 10080-6123 BUSINESS PHONE: 2122367303 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CENTER SOUTH TOWER STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10080 FORMER COMPANY: FORMER CONFORMED NAME: ML LEE MEZZANINE PARNTERS L P DATE OF NAME CHANGE: 19870617 SC 13D 1 SCHEDULE 13D 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; (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). 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 -----END PRIVACY-ENHANCED MESSAGE-----