NT 10-Q 1 fbn12bx25_2013q3.htm FORM 12B-25 FurnitureBrands_12b-25_2013_Q3_10Q



SEC FILE NUMBER
1-00091
 
CUSIP NUMBER
360921100

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________

FORM 12b-25

NOTIFICATION OF LATE FILING
(Check One):    o Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR
o Form N-CSR
For Period Ended: September 28, 2013    
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:     

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:    

PART I — REGISTRANT INFORMATION
FURNITURE BRANDS INTERNATIONAL, INC.    
Full Name of Registrant
N/A    
Former Name if Applicable
1 N. BRENTWOOD    
Address of Principal Executive Office
(Street and Number)
ST. LOUIS, MISSOURI 63105    
City, State and Zip Code





PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense ;
o
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Furniture Brands International, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 28, 2013 (the “Form 10-Q”) in a timely manner and that it does not expect to be able to file the Form 10-Q within the five-day extension permitted by the rules of the United States Securities and Exchange Commission (the “SEC”). As reported in the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2013, the Company and its direct and indirect domestic subsidiaries filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on September 9, 2013. Due to the demands associated with the bankruptcy filing and related activities, including a proposed sale of substantially all of the Company’s assets under Section 363 of the Bankruptcy Code, the Company has been unable to complete the preparation of the Form 10-Q.

PART IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Meredith M. Graham
 
(314)
 
863-1100
(Name)
 
(Area Code)
 
(Telephone Number)

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
ý Yes o No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
ý Yes o No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company is currently unable to provide a reasonable estimate of its third quarter 2013 results of operations due to the demands of the Company’s bankruptcy cases and the proposed sale of substantially all of its assets under Section 363 of the Bankruptcy Code. A hearing to consider the proposed asset sale is currently scheduled to be held on November 22, 2013 in the Bankruptcy Court. Accordingly, the Company cannot at this time estimate what significant changes will be reflected in its third quarter 2013 results of operations compared to its third quarter 2012 results of operations.

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FURNITURE BRANDS INTERNATIONAL, INC.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
Dated:      November 8, 2013        
By:
/s/ Meredith M. Graham
 
Name:
Meredith M. Graham

 
Title:
Chief Administrative Officer, General Counsel & Corporate Secretary

 

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).



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