-----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, HESZnU48uIUWJzqSdt38Jk6u+9N1iTsu7VNHv4wlNQaKOBkcnkxKTj2IkBLYIBhU jVSmBZyWXp1nhUgX5Xqaqw== 0001036050-97-000436.txt : 19970702 0001036050-97-000436.hdr.sgml : 19970702 ACCESSION NUMBER: 0001036050-97-000436 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970701 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FURNITURE BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000050957 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 430337683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12272 FILM NUMBER: 97633796 BUSINESS ADDRESS: STREET 1: 101 S HANLEY RD STE 1900 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148631100 MAIL ADDRESS: STREET 1: 101 SOUTH HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL SHOE CO DATE OF NAME CHANGE: 19690313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO INVESTMENT FUND L P CENTRAL INDEX KEY: 0000916145 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 223064907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: 1999 AVENUE OF THE STARS SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 2136122630 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 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)* FURNITURE BRANDS INTERNATIONAL, INC. ----------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------- (Title of Class of Securities) 458507100 -------------------------------------------- (CUSIP Number) Morgan, Lewis & Bockius LLP John F. Hartigan, Esquire 801 South Grand Avenue Los Angeles, California 90017-4615 (213) 612-2630 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 1997 ---------------------------------------------------- (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). SCHEDULE 13D CUSIP No. 458507100 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Apollo Investment Fund, L.P. - -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (E) [_] - -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 551,185 shares of Common Stock SHARES --------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH --------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 551,185 shares of Common Stock WITH --------------------------------------- 10 SHARED DISPOSITIVE POWER --------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 551,185 shares of Common Stock - -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% ____________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 458507100 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lion Advisors, L.P. - -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (E) [_] - -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 548,815 shares of Common Stock SHARES BENEFICIALLY ---------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ---------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 548,815 shares of Common Stock ---------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 548,815 shares of Common Stock - -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ----------------------------------------------------------------- ----------------------------------------------------------------- This Amendment No. 3 to Schedule 13D (the "Amendment") supplements and amends the Statement on Schedule 13D filed by Apollo Investment Fund, L.P. and Lion Advisors, L.P. on December 23, 1994, as heretofore amended (the "Original Statement," and, together with the Amendment, the "Statement"). Item 4. Purpose of Transaction. - ------ ---------------------- Item 4 of the Original Statement is hereby amended by adding the following paragraphs: On May 27, 1997, Furniture Brands and the Reporting Persons entered into a Stock Purchase and Secondary Offering Agreement (the "SPSO Agreement") pursuant to which Furniture Brands agreed to repurchase from the Reporting Persons (i) an aggregate of 10,842,299 shares of its Common Stock and (ii) warrants to purchase 290,821 shares of Common Stock concurrently with the consummation of an underwritten public offering in which the Reporting Persons would sell 11,000,000 shares of Common Stock (plus up to 1,100,000 additional shares pursuant to exercise by the underwriters of an overallotment option). The SPSO Agreement provided for a purchase price for the 10,842,299 shares of Common Stock of $15.75 per share and a purchase price for the warrants of $8.62 per warrant (representing $15.75 per share less the $7.13 per share warrant exercise price); provided that if the price to the public per share in the public offering were equal to or greater than $15.50, the price per share would be $15.50 and the price per warrant would be $8.37. As noted below, the public offering price did exceed $15.50 per share, and therefore the prices at which shares and warrants were sold under the SPSO Agreement were $15.50 and $8.37, respectively. On May 30, 1997, Furniture Brands filed a Registration Statement on Form S-3 (No. 333-28173), as amended by Amendments No. 1 and No. 2 filed on June 24, 1997 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"). The Registration Statement related to the public offering of an aggregate of 11,000,000 shares of Common Stock (of which 8,800,000 shares were offered for sale in the United States and Canada and a total of 2,200,000 shares were offered in a concurrent international offering outside of the United States and Canada) for sale by the Reporting Persons, plus up to an additional 1,100,000 shares to be sold upon exercise by the U.S. Underwriters of an over-allotment option. On June 24, 1997, the Registration Statement was declared effective by the Commission. On June 24, 1997, the Reporting Persons signed a U.S. Underwriting Agreement (the "U.S. Underwriting Agreement") among the Reporting Persons, Furniture Brands and the Underwriters named therein (the "U.S. Underwriters") committing to sell 8,800,000 shares of Common Stock to the U.S. Underwriters (plus 1,100,000 shares that are subject to the U.S. Underwriters' over- allotment option) at a price per share of $16.32. On the same date, the Reporting Persons signed an International Underwriting Agreement (the "International Underwriting Agreement") among the Reporting Persons, Furniture Brands and the Managers named therein (the "International Managers") committing to sell 2,200,000 shares of Common Stock to the International Managers at a price per share of $16.32. The sale of 11,000,000 firm commitment shares in connection with the U.S. Underwriting Agreement and the International Underwriting Agreement was completed on June 27, 1997. The U.S. Underwriting Agreement and the International Underwriting Agreement are filed as exhibits to this Schedule. On June 27, 1997, the sale of shares of Common Stock and warrants to Furniture Brands pursuant to the SPSO Agreement was also completed. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ Item 5 of the Original Statement is hereby amended by deleting it in its entirety and substituting the following therefor: (a) The Reporting Persons beneficially own an aggregate of 1,100,000 shares of Common Stock, or approximately 2% of the outstanding Common Stock. If the U.S. Underwriters' overallotment option is exercised, the Reporting Persons will beneficially own no shares of Common Stock. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Persons is set forth in the cover pages, and such information is incorporated herein by reference. -2- (c) Except as otherwise disclosed in this Statement, the Reporting Persons have not effected any transactions in shares of Common Stock during the preceding 60 days. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock of Furniture Brands on June 27, 1997. Item 7. Material to be filed as Exhibits. ------ -------------------------------- Item 7 of the Original Statement is amended by adding the following exhibits: 99.4 Form of U.S. Underwriting Agreement, dated June 24, 1997, among the Reporting Persons, Furniture Brands and the U.S. Underwriters (incorporated by reference to Exhibit 1(a) to Amendment No. 1 to Registration No. 333-28173 of Furniture Brands). 99.5 Form of International Underwriting Agreement, dated June 24, 1997, among the Reporting Persons, Furniture Brands and the International Managers (incorporated by reference to Exhibit 1(b) to Amendment No. 1 to Registration No. 333-28173 of Furniture Brands). 99.6 Stock Purchase and Secondary Offering Agreement dated May 27, 1997 among the Reporting Persons and Furniture Brands (incorporated by reference to Exhibit 99(a) to the Current Report on Form 8-K of Furniture Brands filed on May 29, 1997). -3- 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 and agree that this statement may be jointly filed with Lion Advisors, L.P. Dated: June 30, 1997 APOLLO INVESTMENT FUND, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By: /s/ Michael D. Weiner --------------------- Michael D. Weiner Vice President, Apollo Capital Management,Inc. -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 and agree that this statement may be jointly filed with Apollo Investment Fund, L.P. Dated: June 30, 1997 LION ADVISORS, L.P. By: Lion Capital Management, Inc., General Partner By: /s/ Michael D. Weiner --------------------- Michael D. Weiner Vice President, Lion Capital Management, Inc. -5- -----END PRIVACY-ENHANCED MESSAGE-----