8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 23, 2009

STANLEY FURNITURE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-14938	54-1272589
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1641 Fairystone Park Highway, Stanleytown, Virginia  24168

              (Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (276) 627-2000

 N/A

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

On January 23, 2009, the Registrant entered into a Third Amendment to Note Purchase and Private Shelf Agreement (the “Note Agreement Amendment”) with The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Hartford Life Insurance Company, Mutual of Omaha Insurance Company and Medica Health Plans.

Under the Note Agreement Amendment, two financial covenants (ratio of consolidated operating income to consolidated fixed charges and ratio of consolidated debt to consolidated EBITDA) will not apply during fiscal year 2009.  Pursuant to the terms of the Note Agreement Amendment, the Registrant has agreed to maintain unrestricted cash on hand of at least $20 million through March 30, 2010, and to maintain earnings before interest and taxes of not less than a loss of $10 million for each of the twelve month periods ending March 31, June 30, September 30 and December 31, 2009.

The foregoing summary is qualified in its entirety by reference to the Note Agreement Amendment, a copy of which is filed as Exhibit 4.01 to this report.

ITEM 2.02Results of Operations and Financial Condition

 On January 28, 2009, the Registrant issued a press release announcing 2008 operating results. The press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 The financial results in the attached press release are in accordance with generally accepted accounting principles (GAAP). We have also included certain non-GAAP financial measures, because we believe that they provide useful information to investors to compare operating results to those of other periods by excluding the following items that are not indicative of our core operating results: the charge to earnings for the termination of our defined  benefit pension plan; the restructuring charge relating to our consolidation of two manufacturing facilities, reduction in workforce and conversion of a manufacturing facility to a warehousing operation; and income received from the Continued Dumping and Subsidy Offset Act. These measures should be considered in addition to results prepared in accordance with GAAP and should not be considered a substitute for or superior to GAAP results.

ITEM 9.01 Financial Statements and Exhibits

4.01    Third Amendment to Note Purchase and Private Shelf Agreement dated as of January 23, 2009, among the Registrant, The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Hartford Life Insurance Company, Mutual of Omaha Insurance Company and Medica Health Plans.

99.1    Press release by Stanley Furniture Company, Inc. on January 28, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STANLEY FURNITURE COMPANY, INC.
January 28, 2009	By: /s/Douglas I. Payne
Date	Douglas I. Payne
	Executive Vice President - Finance & Administration

EX-4.01

                Exhibit 4.01

THIRD AMENDMENT TO NOTE PURCHASE

AND PRIVATE SHELF AGREEMENT

THIS THIRD AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”), is made and entered into as of January 23, 2009, by and among Stanley Furniture Company, Inc. (the “Company”), and The Prudential Insurance Company of America (together with its successors and assigns, “PICA”), Pruco Life Insurance Company of New Jersey (“Pruco”), Prudential Retirement Insurance and Annuity Company (“PRIAC”), Hartford Life Insurance Company (“Hartford”), Mutual of Omaha Insurance Company (“Mutual”) and Medica Health Plans (“Medica” and, together with PICA, Pruco, PRIAC, Hartford, Mutual and Medica, the “Noteholders”).

W I T N E S S E T H:

WHEREAS, the Company, PICA, Hartford and Medica are parties to that certain Private Shelf Facility, dated as of September 8, 1999 as amended and restated pursuant to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated January 26, 2007 among the Company, PICA, Pruco, PRIAC, Hartford, Mutual and Medica, as amended by that certain Amendment to Note Purchase and Private Shelf Agreement, dated as of October 12, 2007 and as amended by that certain Second Amendment to Note Purchase and Private Shelf Agreement, dated as of December 30, 2008 (as amended, restated, supplemented or otherwise modified from time to time the “Note Agreement”); capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Agreement; and

WHEREAS, PICA, Hartford and Medica are the holders of the 6.94% Senior Notes, due May 3, 2011 (the “2001 Notes”) and PICA, Pruco, PRIAC and Mutual are the holders of the Series AA Notes, due May 3, 2017 (the “2007 Notes”), each issued pursuant to the Note Agreement;

WHEREAS, the Company has requested that the Noteholders amend certain provisions of the Note Agreement, and subject to the terms and conditions hereof, the Noteholders are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Company, PICA, Pruco, PRIAC, Hartford, Mutual and Medica agree that the Note Agreement is amended as follows:

1.Amendments.

(a)       Section 5 of the Note Agreement is hereby amended by adding the following section 5J:

5J.           Cash Balance.  The Company covenants that at all times during the period commencing January 23, 2009 through and including March 30, 2010, it shall maintain unrestricted cash on hand of at least $20,000,000.

(b)           Subsection 6A(i) of the Note Agreement is hereby amended by replacing such subsection in its entirety with the following:

(i)  Consolidated Operating Income to be less than 200% of Consolidated Fixed Charges; provided, however, that this subsection 6A(i) shall not apply at any time during fiscal year 2009; or

(c)           Subsection 6A(iv) of the Note Agreement is hereby amended by replacing such subsection in its entirety with the following:

(iv)  the ratio of Consolidated Debt to Consolidated EBITDA to exceed 2.75:1.00; provided, however, that this subsection 6A(iv) shall not apply at any time during fiscal year 2009.

(d)           Section 6B of the Note Agreement is hereby amended by replacing such section in its entirety with the following:

6B.           Minimum Earnings.  The Company covenants that it will not permit Consolidated EBIT to be less than ($10,000,000) for any four fiscal quarter period ending March 31, 2009, June 30, 2009, September 30, 2009 and December 31, 2009.

(e)           Section 10B of the Note Agreement is hereby amended by adding the following definition of “Consolidated EBIT” in the appropriate alphabetical order:

“Consolidated EBIT” shall mean, for the Company and its Subsidiaries on a Consolidated basis, for the four fiscal quarters most recently ended, Consolidated Net Earnings, or Consolidated Net Loss, as the case may be, for such period, plus, to the extent deducted in calculating such Consolidated Net Earnings or Consolidated Net Loss, taxes, Consolidated Interest Charges and the 2008 Restructuring Charge.

(f)           Section 10B of the Note Agreement is hereby amended by replacing the definitions of “Consolidated EBITDA” in their entirety with the following:

“Consolidated EBITDA” shall mean, for the Company and its Subsidiaries on a Consolidated basis for the four fiscal quarters most recently ended, Consolidated Net Earnings, or Consolidated Net Loss, as the case may be, for such period, plus, to the extent deducted in calculating such Consolidated Net Earnings or Consolidated Net Loss, taxes, depreciation, amortization, Consolidated Interest Charges and the 2008 Restructuring Charge.

2.Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment, it is understood and agreed that this Amendment shall not become effective until (i) this Amendment shall have been duly executed and delivered by the Company and each Noteholder and (ii) the Noteholders have received reimbursement of, or evidence of the direct payment of, the reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders incurred in connection with this Amendment.

3.Representations and Warranties.  To induce the Noteholders to enter into this Amendment, the Company hereby represents and warrants to the Noteholders that:

(a)           The execution, delivery and performance by the Company of this Amendment (i) are within the Company’s power and authority; (ii) have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of the Company’s certificate of incorporation or bylaws or other organizational documents; (iv) do not violate any law or regulation, or any order or decree of any governmental authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of the Company or any of its Subsidiaries; and (vii) do not require the consent or approval of any governmental authority or any other person;

(b)           This Amendment has been duly executed and delivered for the benefit of or on behalf of the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; and

(c)           After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.

4.Effect of Amendment.  Except as set forth expressly herein, all terms of the Note Agreement, as amended hereby, shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Company to the Noteholders.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Noteholders under the Note Agreement, nor constitute a waiver of any provision of the Note Agreement.

5.Governing Law.   This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

6.No Novation.  This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Note Agreement or an accord and satisfaction in regard thereto.

7.Costs and Expenses.  The Company agrees to pay on demand all costs and expenses of the Noteholders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Noteholders with respect thereto.

8.Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

9.Binding Nature.  This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

10.Entire Understanding.  This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotia­tions or agreements, whether written or oral, with respect thereto.

[Signature Pages To Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

COMPANY:

STANLEY FURNITURE COMPANY, INC.

By: __s/ Douglas I. Payne__________________

      Name: Douglas I. Payne

      Title: Executive Vice President

                        Finance & Administration          

2001 NOTEHOLDERS:

THE PRUDENTIAL INSURANCE COMPANY

 OF AMERICA

By:  s/ Jay S. White__________________

Title:  Vice President

HARTFORD LIFE INSURANCE COMPANY

By:           Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:           Prudential Private Placement Investors, Inc.

(as its General Partner)

By:  s/ Jay S. White____________

Vice President

MEDICA HEALTH PLANS

By:           Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:           Prudential Private Placement Investors, Inc.

(as its General Partner)

By:  s/ Jay S. White_______________

Vice President

2007 NOTEHOLDERS:

THE PRUDENTIAL INSURANCE COMPANY

                                                                                                OF AMERICA

By:  s/ Jay S. White________________

Vice President

MUTUAL OF OMAHA INSURANCE

                                                                                                 COMPANY

By:           Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:           Prudential Private Placement Investors, Inc.

(as its General Partner)

By:  s/ Jay S. White_______________

Vice President

PRUCO LIFE INSURANCE COMPANY OF

NEW JERSEY

By:  s/ Jay S. White_______________

Assistant Vice President

PRUDENTIAL RETIREMENT INSURANCE

                                                                                               AND ANNUITY COMPANY

By:           Prudential Investment Management, Inc.,

as investment manager

By:s/ Jay S. Whte_______________

Vice President

EX-99.1

                          Exhibit 99.1

                                                 N E W S    R E L E A S E      

FOR IMMEDIATE RELEASE:                                                                                      Stanley Furniture Company, Inc.

January 28, 2009                                                                              Investor Contact:  Douglas I. Payne

                           (276) 627-2157

                                                                          < /font>        Media Contact:      Karen McNeill

                     (336) 884-8700

STANLEY FURNITURE ANNOUNCES

2008 OPERATING RESULTS

STANLEYTOWN, VA, January 28, 2009/Business Wire/ -- Stanley Furniture Company, Inc. (Nasdaq-NGS:STLY) today reported sales and earnings for 2008. Earnings were within management’s guidance range provided in mid-October 2008.

Net Sales of $226.5 million decreased 19.9% compared to 2007. Earnings per share decreased 35% to $.36 compared to $.55 in 2007.  Fourth quarter sales of $50.4 million declined 24.7% from the final quarter of 2007. Earnings per share rose 25% to $.60 from $.48 in the fourth quarter of 2007.

Two items had a significant impact on 2008 earnings.   Income of $11.5 million, net of legal expenses and related settlement payments, was recorded  in 2008 from the receipt of funds under the Continued Dumping and Subsidy Offset Act of 2000 (CDSOA) related to wooden bedroom furniture imported from China compared to $10.4 million in 2007.  The Company recorded a restructuring charge of $7.3 million in 2008 primarily for costs related to the consolidation of two manufacturing facilities into one and other restructuring actions taken to lower the Company’s cost structure in response to lower sales. The Company incurred a restructuring charge of $3.6 million in 2007 for the conversion of a manufacturing facility to a warehousing operation. Also, the Company recorded a pension termination charge of $6.6 million in 2007.  See attached tables for a reconciliation of reported to adjusted operating income, net income, and earnings per share for the fourth quarter and total year 2008 compared to 2007.

Operating income as adjusted for 2008 amounted to $3.5 million, or 1.5% of net sales. This compares to 2007 operating income as adjusted of $10.9 million, or 3.9% of net sales. The decrease in operating income and margin resulted primarily from lower sales and production levels, and inflationary cost increases. These factors were partially offset by higher average selling prices and cost reduction initiatives.

Cash flow from operations was used to pay cash dividends of $4.1 million, make scheduled debt payments of $1.4 million, fund capital expenditures of $2.3 million and increase cash on hand by $12.4 million. Working capital, excluding cash and current maturities of long-term debt, decreased $7.2 million, or 11.6%, primarily due to a decrease in accounts receivable and inventories reflecting lower sales.

“The manufacturing consolidation and other difficult moves we have taken to lower our cost structure are mostly complete,” noted Albert L. Prillaman, chairman and chief executive officer. “We anticipate residual restructuring charges from the manufacturing consolidation to be less than $1 million in 2009, predominately in the first quarter.  Operating income excluding restructuring charges was near a break-even level in the fourth quarter of 2008, due to the significant drop in sales. We believe this is indicative of the sales level required to produce break-even operating income going forward.”

“Furniture demand is dependent upon housing activity, consumer confidence, and disposable income. These indicators are at historically low levels and do not appear poised for near-term improvement. We continue to experience a deteriorating demand environment and frankly anticipate further sales declines before seeing any improvement.”

“Since earnings, or losses as the case may be, are likely to remain at depressed levels and due to the unprecedented uncertainty in the economy we believe attempting to provide specific sales and earnings guidance for 2009 is neither useful nor relevant. Our focus is on effective balance sheet management and preparing the business for success when demand eventually improves,” concluded Prillaman.

The Company also announced today that its Board of Directors voted to suspend payment of quarterly cash dividends on its common stock, effective immediately. The dividend suspension will provide annualized cash savings of approximately $4 million.  “The decision to suspend quarterly cash dividends is part of our balance sheet management efforts and we believe is in the best interests of the Company and our shareholders in the current economic environment,” noted Prillaman.

Other Information

All earnings per share amounts are on a diluted basis.

Established in 1924, Stanley Furniture Company, Inc. is a leading manufacturer of wood furniture targeted at the upper-medium price range of the residential market.  Its common stock is traded on the Nasdaq stock market under the symbol STLY.

Conference Call Details

The Company will host a conference call Thursday morning, January 29, 2009 at 9:00 a.m. Eastern Time.  The dial-in-number is (877) 407-8029. The call will also be web cast and archived on the Company’s web site at www.stanleyfurniture.com.  The dial-in-number for the replay (available through February 6, 2009) is (877) 660-6853, the account reference number is 275 and the conference number is 307340.

Forward-Looking Statements

Certain statements made in this report are not based on historical facts, but are forward-looking statements.  These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy.  These statements reflect our reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.  Such risks and uncertainties include the cyclical nature of the furniture industry, business failures or loss of large customers, competition in the furniture industry including competition from lower-cost foreign manufacturers, disruptions in offshore sourcing including those arising from supply or distribution disruptions or those arising from changes in political, economic and social conditions, as well as laws and regulations, in China or other countries from which we source products, international trade policies of the United States and countries from which we source products, manufacturing realignment, the inability to obtain sufficient quantities of quality raw materials in a timely manner, the inability to raise prices in response to inflation and increasing costs, failure to anticipate or respond to changes in consumer tastes and fashions in a timely manner, environmental, health, and safety  compliance costs, and extended business interruption at manufacturing facilities.  Any forward-looking statement speaks only as of the date of this press release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

TABLES FOLLOW

STANLEY FURNITURE COMPANY, INC.
Consolidated Operating Results
(in thousands, except per share data)
	Three Months Ended						Twelve Months Ended
	Dec 31,			Dec 31,			Dec 31,			Dec 31,
	2008			2007			2008			2007
Net sales	$	50,357		$	66,836		$	226,522		$	282,847
Cost of sales		43,533			59,809			193,929			235,937
Gross profit		6,824			7,027			32,593			46,910
Selling, general and administrative expenses		8,083			9,457			36,441			39,573
Pension termination charge											6,605
Operating (loss) income		(1,259	)		(2,430	)		(3,848	)		732
Income from Continued Dumping
and Subsidy Offset Act, net		11,485			10,429			11,485			10,429
Other income, net		93			78			308			265
Interest income		75			231			591			556
Interest expense		996			936			3,802			3,235
Income before income taxes		9,398			7,372			4,734			8,747
Income taxes		3,152			2,405			998			2,845
Net income	$	6,246		$	4,967		$	3,736		$	5,902
Diluted earnings per share	$	.60		$	0.48		$	0.36		$	0.55
Weighted average number of shares		10,332			10,381			10,332			10,677

STANLEY FURNITURE COMPANY, INC.

Supplemental Information

Reconciliation of GAAP to Non-GAAP Operating Results

	Three Months						Twelve Months
	Ended						Ended
	Dec 31,			Dec 31,			Dec 31,			Dec 31,
		2008			2007			2008			2007
Reconciliation of operating income as reported to
operating income as adjusted:
Operating (loss) income as reported	$	(1,259	)	$	(2,430)		$	(3,848	)	$	732
Pension termination charge											6,605
Restructuring charge		1,758			3,585			7,299			3,585
Operating income as adjusted	$	499		$	1,155		$	3,451		$	10,922
Percentage of net sales:
Operating (loss) income as reported		(2.5%)			(3.6%)			(1.7%)			0.3%
Pension termination charge											2.3%
Restructuring charge		3.5%			5.3%			3.2%			1.3%
Operating income as adjusted		1.0%			1.7%			1.5%			3.9%
Reconciliation of net income as reported to net income adjusted:
Net income as reported	$	6,246		$	4,967		$	3,736		$	5,902
Pension termination charge											4,456
Restructuring charge		1,387			2,419			5,760			2,419
Income from Continued Dumping
and Subsidy Offset Act, net		(9,064	)		(7,036	)		(9,064	)		(7,036	)
Net (loss) income as adjusted	$	(1,431	)	$	350		$	432		$	5,741
Reconciliation of Earnings per share (EPS) as reported to Earnings per share adjusted:
EPS as reported	$	0.60		$	0.48		$	0.36		$	0.55
Pension termination charge		.									0.42
Restructuring charge		0.13			0.23			0.55			0.23
Income from Continued Dumping
and Subsidy Offset Act, net		(0.87	)		(0.68	)		(0.87	)		(0.66	)
EPS as adjusted	$	(0.14	)	$	0.03		$	0.04		$	0.54

STANLEY FURNITURE COMPANY, INC.
Consolidated Condensed Balance Sheets
(in thousands)
	Dec 31,		Dec 31,
	2008		2007
Assets
Current assets:
Cash	$	44,013	$	31,648
Accounts receivable, net		21,873		25,393
Inventories		47,344		58,086
Prepaid expenses and other current assets		3,758		1,767
Deferred income taxes		3,906		3,381
Total current assets		120,894		120,275
Property, plant and equipment, net		35,445		43,898
Goodwill		9,072		9,072
Other assets		460		486
Total assets	$	165,871	$	173,731
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt	$	1,429	$	1,428
Accounts payable		11,236		16,106
Accrued expenses		11,170		10,889
Total current liabilities		23,835		28,423
Long-term debt		27,857		29,286
Deferred income taxes		2,778		4,824
Other long-term liabilities		8,293		8,347
Stockholders' equity		103,108		102,851
Total liabilities and stockholders' equity	$	165,871	$	173,731

STANLEY FURNITURE COMPANY, INC. Consolidated Condensed Statements of Cash Flows
(in thousands)
	Twelve Months Ended
	Dec 31,			Dec 31,
	2008			2007
Cash flows from operating activities:
Cash received from customers	$	230,255		$	289,951
Cash paid to suppliers and employees		(215,527	)		(269,795	)
Cash from Continued Dumping and Subsidy
Offset Act, net		10,828			9,986
Interest paid, net		(3,111	)		(2,359	)
Income taxes paid, net		(4,168	)		(4,775	)
Net cash provided by operating activities		18,277			23,008
Cash flows from investing activities:
Capital expenditures		(2,261	)		(3,951	)
Other, net		360			(20	)
Net cash used by investing activities		(1,901	)		(3,971	)
Cash flows from financing activities:
Proceeds from senior notes					25,000
Repayment of senior notes		(1,429	)		(2,857	)
Purchase and retirement of common stock					(13,557	)
Dividends paid		(4,132	)		(4,194	)
Proceeds from insurance policy loans		1,550			1,386
Tax benefit from exercise of stock options					32
Proceeds from exercise of stock options					532
Net cash provided (used) by financing activities		(4,011	)		6,342
Net increase in cash		12,365			25,379
Cash at beginning of period		31,648			6,269
Cash at end of period	$	44,013		$	31,648
Reconciliation of net income to
net cash provided by operating activities:
Net income	$	3,736		$	5,902
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization		8,853			9,054
Pension termination					6,605
Deferred income taxes		(2,571	)		(4,083	)
Stock-based compensation		467			534
Tax benefit from exercise of stock options					(32	)
Other					220
Changes in working capital		7,730			4,720
Other assets		103			88
Other long-term liabilities		(41	)
Net cash provided by operating activities	$	18,277		$	23,008