-----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, R3eauwCygA9rKP71rNF3xPbEvxMnPUGLACTZvRIKIcPUaABe9FD1ghTXLvCRzcRp hphovLeePR3xF3gO2E6GOg== 0000916641-02-000054.txt : 20020413 0000916641-02-000054.hdr.sgml : 20020413 ACCESSION NUMBER: 0000916641-02-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020115 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37720 FILM NUMBER: 2509687 BUSINESS ADDRESS: STREET 1: 1641 FAIRYSTONE PK HWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 BUSINESS PHONE: 5406272000 MAIL ADDRESS: STREET 1: 1641 FAIRYSTONE PARK HGWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY INTERIORS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRILLAMAN ALBERT L CENTRAL INDEX KEY: 0000939987 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1641 FAIRYSTONE PARK HWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 BUSINESS PHONE: 5406272150 MAIL ADDRESS: STREET 1: 1641 FAIRYSTONE PARK HWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 SC 13D/A 1 dsc13da.txt SCHEDULE 13D/A FOR ALBERT PRILLAMAN DATED 12/31/01 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Stanley Furniture Company, Inc. ------------------------------- (Name of Issuer) Common Stock , Par Value $.02 Per Share --------------------------------------- (Title of Class of Securities) 854305208 --------- (CUSIP Number) David W. Robertson McGuireWoods LLP One James Center Richmond, Virginia 23219 (804) 775-1031 --------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 31, 2001 ----------------- (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 [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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). CUSIP No. 854305208 Schedule 13D 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons ---------------------------------------------------------------------- (Entities Only) --------------- Albert L. Prillaman 2) Check the Appropriate Row if a Member of a Group (See Instructions) ------------------------------------------------ (a) (b) 3) SEC Use Only ------------ 4) Source of Funds (See Instructions) --------------- OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) -------------------------------------------------------------------------- or 2(e) ------- 6) Citizenship or Place of Organization United States ------------------------------------ Number of 7) Sole Voting Power 628,214 Shares Bene- ----------------- ficially Owned by 8) Shared Voting Power 0 Each ------------------- Reporting Person With 9) Sole Dispositive Power 628,214 ---------------------- 10) Shared Dispositive Power 0 ------------------------ 11) Aggregate Amount Beneficially Owned by Each Reporting Person ------------------------------------------------------------ 628,214 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ----------------------------------------------------------------- (See Instructions) 13) Percent of Class Represented by Amount in Row (11) -------------------------------------------------- 9.3% 14) Type of Reporting Person (See Instructions) ------------------------ IN 2 SCHEDULE 13D Items 3, 5, 6 and 7 are amended as set forth below: 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The undersigned received 77,794 shares of Common Stock as a result of the conversion of 44,444 shares of Stanley Holding Corporation 10% Cumulative Redeemable Preferred Stock and 197,592 shares of Stanley 10% Cumulative Redeemable Preferred Stock in the merger of Stanley Acquisition Corporation, a Delaware corporation, into Stanley as described in Stanley's Proxy Statement/Prospectus dated October 13, 1992. In each of September 1993 and May 1995, the undersigned purchased 20,000 shares of Common Stock for cash in the over-the-counter market. The undersigned acquired 100,000 shares under Stanley's Executive Loan Plan (the "Executive Loan Plan"), in connection with which the undersigned delivered a non-recourse promissory note payable to Stanley. Pursuant to this loan, as amended, the principal and accrued interest was forgiven in full by Stanley as of December 31, 1998 because the undersigned had remained employed by Stanley through such date. The undersigned acquired the remaining shares of Common Stock as a result of option exercises, and the right to acquire Common Stock pursuant to exercisable options, under Stanley's various option plans. In connection with the undersigned's exercise of outstanding stock options, Stanley loaned $2,584,983 to the undersigned. This loan provides for a five-year term with a balloon payment of principal and interest at the end of the term. The undersigned pledged 330,420 shares of Common Stock acquired on the exercise of stock options as security for this loan. All share numbers in this Item have been adjusted to reflect stock splits and/or stock dividends. 5. Interest in Securities of Stanley. --------------------------------- The undersigned is beneficial owner of 628,214 (or 9.3% of the outstanding) shares of Common Stock. Such number includes 80,000 shares which could be acquired upon exercise of options granted under the Stanley 2000 Incentive Compensation Plan (the "Plan"). The undersigned has the sole power to vote or to direct the vote of the shares beneficially owned by him and the sole power to dispose or to direct the disposition of the shares beneficially owned by him; however, (i) 330,420 of such shares are pledged in connection with the loan discussed in Item 3 and (ii) the undersigned may not sell or vote shares which may be acquired on exercise of options until such options are exercised and the related Common Stock is issued. The undersigned has had no transactions in the class of securities beneficially owned by him in the sixty days on or before December 31, 2001, except that on such date he 3 became beneficial owner of an additional 20,000 shares as a result of vesting of options granted under the Plan. 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of Stanley. ------------------------- Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 and any other person with respect to any securities of Stanley. 7. Material to be Filed as Exhibits. -------------------------------- Exhibit D Promissory Note dated April 19, 2000. Exhibit E Pledge Agreement dated April 19, 2000. 4 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: January 14, 2002 s/Albert L. Prillaman --------------------- Albert L. Prillaman 5 Exhibit D PROMISSORY NOTE Date: April 19, 2000 FOR VALUE RECEIVED, I, Albert L. Prillaman, the undersigned optionee ("Optionee") promise to pay Stanley Furniture Company, Inc. (the "Company") the principal sum of $2,584,982.70 DOLLARS plus interest thereon at the rate of 6.71% percent per annum from the date hereof to the date of payment. This Promissory Note has been entered into by the Optionee and the Company in order to purchase Company stock pursuant to the exercise of stock options under the Stanley Furniture Company, Inc. Stock Option Plan (the "Plan"). The term of the loan shall be the period set forth below for repayment. The loan shall be repaid, as to both principal and interest, in accordance with the amortization schedule attached. The loan may be prepaid in full, or in part, without penalty at any time. Optionee will repay the note in one lump-sum payment at the end of the fifth year plus interest accrued up to the time of payment. To secure payment of this Note, Optionee hereby grants to the Company, a security interest in his/her Company stock purchased with proceeds of the loan pursuant to the exercise of stock options under the Plan as of the date hereof. Upon payment in full of all amounts owing under this Note, such security interest shall terminate without necessity of further authorization, approval, confirmation, or consent. If the Optionee fails to make payments when due hereunder such that the loan cannot be repaid, such occurrence shall be a default under this Agreement. In addition, the filing by or against Optionee of a petition in bankruptcy or receivership or an assignment by Optionee for the benefit of creditors shall be a default under this Agreement. In the event of such default, the Note shall become due and payable immediately at the option of the holder, without demand or notice, the loan may be re-amortized (over its remaining term), and the Company may adjust the amount and timing of payments due on the loan. In the event of such re-amortization, any default(s) occurring after such re-amortization shall again result in the holder's options to accelerate the Note to re-amortize the loan as described in the preceding sentence. In the event of missed payments hereunder, unless a default hereunder occurs, no re-amortization of the remaining unpaid balance of the loan (and resulting interest recalculation) shall occur. 6 This Note shall be governed by, construed under, and enforced in accordance with the laws of the Commonwealth of Virginia to the extent not pre-empted by applicable federal law. I acknowledge receipt of a Federal Truth-in-Lending Disclosure statement with respect to this loan. s/Albert L. Prillaman 4/19/2000 - --------------------- --------- Optionee Date STANLEY FURNITURE COMPANY, INC. By: s/Douglas I. Payne 4/19/2000 ------------------ --------- Douglas I. Payne Date Sr. Vice President-Finance and Administration 7 FEDERAL TRUTH-IN-LENDING STATEMENT ----------------------------------
A B C D ANNUAL PERCENT AMOUNT OF TOTAL RATE FINANCED FINANCE CHARGE PAYMENTS ------------- -------- -------------- -------- The cost of your loan as a The amount provided to The dollar amount the loan The amounts you will have yearly rate. you. will cost you. paid after you have made all the scheduled payments. (B+C) 6.71% $2,584,982.70 $991,723.28 $3,576,705.98
The amount shown in Box B above (Amount Financed) is equal to the principal amount you are borrowing. There are no charges, fees, expenses or other items included in this amount. Your payment schedule will be: NUMBER OF WHEN PAYMENTS PAYMENTS AMOUNT OF PAYMENTS ARE DUE - -------- ------------------ ------- 1 $2,584,982.70 plus interest of $991,723.28 April 19, 2005 REPAYMENT: If you prepay the loan in full early, there is no prepayment penalty. SECURITY: You are giving a security interest in your Company stock acquired by exercising your stock options under the Stanley Furniture Company, Inc. Stock Option Plan. 8 Exhibit E STANLEY FURNITURE COMPANY, INC. STOCK OPTION PLAN PLEDGE AGREEMENT ---------------- PLEDGE AGREEMENT, between Albert L. Prillaman (the "Optionee"), a participant in the Stanley Furniture Company, Inc. Stock Option Plan (the "Plan"), and Stanley Furniture Company, Inc. (the "Company"). In consideration of a loan in the principal amount of $2,584,982.70 from the Company to the Optionee as of April 19, 2000, the Optionee grants to the Company a security interest in the Company stock purchased under the Plan with the proceeds of the loan. Upon payment in full of all amounts owing under the loan, this security interest shall terminate without necessity of further authorization, approval or consent. OPTIONEE: 4/19/2000 s/Albert L. Prillaman - --------- ----------------------------------- Date Albert L. Prillaman STANLEY FURNITURE COMPANY, INC. 4/19/2000 By: s/Douglas I. Payne - --------- ------------------ Date Douglas I. Payne Sr. Vice President - Finance and Administration 9 -----END PRIVACY-ENHANCED MESSAGE-----