-----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, VoHerU6ETN/Jm9uVonRGUp/1rlekUJb04pArNYkdrTmj6P7cvtZdTWTjpOuNy8hj b14AJnefGnNnTEO52aGOmA== 0001104659-08-025127.txt : 20080418 0001104659-08-025127.hdr.sgml : 20080418 20080417203355 ACCESSION NUMBER: 0001104659-08-025127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080418 DATE AS OF CHANGE: 20080417 GROUP MEMBERS: MARC J. LEDER GROUP MEMBERS: RODGER R. KROUSE GROUP MEMBERS: SUN CAPITAL SECURITIES ADVISORS, LP GROUP MEMBERS: SUN CAPITAL SECURITIES FUND, LP GROUP MEMBERS: SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. GROUP MEMBERS: SUN CAPITAL SECURITIES, LLC 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: 005-30927 FILM NUMBER: 08763225 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: SCSF Equities, LLC CENTRAL INDEX KEY: 0001358623 IRS NUMBER: 202978626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13D/A 1 a08-9990_1sc13da.htm SC 13D/A

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

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Furniture Brands International, Inc.

(Name of Issuer)

Common Stock, $1.00 stated value

(Title of Class of Securities)

360921100

(CUSIP Number)

Jason G. Bernzweig

SCSF Equities, LLC

5200 Town Center Circle, Suite 600

Boca Raton, Florida 33486

(561) 394-0550

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

-with a copy to-

Stephen Fraidin

Thomas W. Christopher

Kirkland & Ellis LLP

Citigroup Center

153 E. 53rd Street

New York, New York 10022

(212) 446-4800

April 17, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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. 360921100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SCSF Equities, LLC 20-2978626

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,581,881 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,581,881 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.45%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 360921100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Offshore Fund, Ltd. 20-4202392

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,581,881 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,581,881 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.45%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 360921100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Fund, LP 20-0768577

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,581,881 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,581,881 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.45%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 360921100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Advisors, LP 20-0768517

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,581,881 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,581,881 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.45%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 360921100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities, LLC 20-0768441

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,581,881 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,581,881 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.45%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 360921100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Marc J. Leder

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,581,881 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,581,881 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.45%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 360921100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Rodger R. Krouse

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 4,581,881 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 4,581,881 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.45%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 8 hereby amends the Statement on Schedule 13D (this “Statement”) originally filed on March 2, 2007, as amended by Amendments No. 1 through No. 7, by SCSF Equities, LLC, a Delaware limited liability company, Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation, Sun Capital Securities Fund, LP, a Delaware limited partnership, Sun Capital Securities Advisors, LP, a Delaware limited partnership, Sun Capital Securities, LLC, a Delaware limited liability company, Marc J. Leder and Rodger R. Krouse with respect to the common stock, $1.00 stated value per share (the “Common Stock”), of Furniture Brands International, Inc., a Delaware corporation (the “Issuer”) as follows:

Item 7. Materials to be Filed as Exhibits

Exhibit No.		Description
99.1		Stockholder List Access Demand Pursuant to Section 220 of Delaware General Corporation Law, dated March 28, 2008. *

99.2		Stockholder List Use Request Pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended, dated March 28, 2008. *

99.3		Press Release issued by Sun Capital Securities Group, LLC on April 3, 2008.*

99.4		Letter sent to the Board of Directors of the Issuer on April 17, 2008.

* previously filed

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:

April 17, 2008

SCSF Equities, LLC

By:

Name:

Marc J. Leder

Its:

Co-CEO

Sun Capital Securities Offshore Fund, Ltd.

By:

Name:

Marc J. Leder

Its:

Director

Sun Capital Securities Fund, LP

By:

Sun Capital Securities Advisors, LP

Its:

General Partner

By:

Sun Capital Securities, LLC

Its:

General Partner

By:

Name:

Marc J. Leder

Its:

Co-CEO

Sun Capital Securities Advisors, LP

By:

Sun Capital Securities, LLC

Its:

General Partner

By:

Name:

Marc J. Leder

Its:

Co-CEO

Sun Capital Securities, LLC

By:

Name:

Marc J. Leder

Its:

Co-CEO

Name:

Marc J. Leder

Name:

Rodger R. Krouse

The undersigned, by signing his name hereto, does sign and execute this Amendment No. 8 to Schedule 13D pursuant to the Power of Attorney executed by the above Reporting Persons and filed herewith on behalf of the Reporting Persons.

Dated: April 17, 2008	*By:	/s/ Jason G. Bernzweig	Attorney in Fact
		Jason G. Bernzweig

EX-99.4 2 a08-9990_1ex99d4.htm EX-99.4

Exhibit 99.4

SCSF EQUITIES, LLC

5200 Town Center Circle, Suite 600

Boca Raton, Florida 33486

561-394-0550

April 17, 2008

The Board of Directors

Furniture Brands International, Inc.

c/o Mr. Ralph Scozzafava

Vice Chairman and Chief Executive Officer

101 South Hanley Road

St. Louis, Missouri 63105

Members of the Board:

SCSF Equities, LLC (together with its affiliates, “Sun Capital”) has carefully reviewed all proxy materials Furniture Brands International, Inc. (“Furniture Brands” or the “Company”) has filed with the SEC and mailed to shareholders. Herein we directly address the two principal concerns the Company has openly communicated regarding Sun Capital’s participation on the Board.

1. Sharing of Confidential Strategic and Operational Information — Furniture Brands’ concern about the potential transfer of competitively sensitive information to Sun Capital’s portfolio companies in the industry is unfounded. While it is our standard business practice to fully protect the integrity of such information, we have offered several times — and remain willing — to enter into a formal Nondisclosure/Confidentiality Agreement that will legally preclude any transfer of information from occurring. Pursuant to such an agreement, we will separate Sun Capital professionals involved with Furniture Brands from those professionals involved in our other furniture holdings. As a $10 billion private investment firm, we often make investments in companies within the same industries and have implemented these arrangements under similar circumstances.

Importantly, such an agreement would still allow Sun Capital to share our furniture industry experience and broader restructuring expertise with Furniture Brands, which we believe would be integral to the development and execution of a turnaround plan capable of restoring profitability and shareholder value. We reiterate our view that the furniture industry is highly fragmented and the potential success of Furniture Brands therefore does not have to be achieved to the detriment of Sun Capital’s other furniture holdings or vice versa.

It is imperative for the Board and shareholders to consider that Sun Capital has a substantial economic interest in the success of Furniture Brands. We have more equity capital committed to this investment than any of our other furniture industry holdings and nearly 10 times that of the Board and management. As you well know, the receipt of non-public information, as well as our participation on the Board would legally restrict our ability to exit our investment. Accordingly, it would make no sense for Sun Capital to take any actions that may place Furniture Brands at a competitive disadvantage and thereby impair the value of our substantial ownership.

2. Having An Interested Party on the Board — Furniture Brands’ concern that Sun Capital’s prior strategic interest in acquiring the Company might represent a conflict of interest is also unwarranted. Should Sun Capital decide to submit a formal proposal regarding a strategic transaction, we would expect the Board to adhere to market practice and form a special committee of disinterested directors to properly evaluate our proposal and retain outside financial and legal advisors. Of course, we would not expect this committee to include T. Scott King who, as an employee of Sun Capital, would recuse himself. Our other two nominees, Alan Schwartz and Ira Kaplan, are completely independent and have no prior relationship with Sun Capital. All of our nominees are absolutely committed to acting in the best interest of all shareholders, and we would expect that any pursuit of strategic alternatives, whether or not in response to a proposal from Sun Capital, would consist of a fair and open process that seeks to maximize value through consideration of bids submitted by several parties. Ultimately, any potential sale of the Company would be voted upon by all of the Company’s shareholders.

It is important to reiterate that Sun Capital remains open to considering all alternatives that can protect and maximize shareholder value. This includes (a) the pursuit of a more dynamic turnaround strategy with the assistance of Sun Capital’s substantial expertise and resources in this regard and/or (b) the pursuit of strategic alternatives that may deliver higher and better value to all shareholders, particularly on a time and execution risk adjusted basis.

We trust that the foregoing addresses the concerns you have raised, but we are more than willing to discuss our position with you should you wish.

Kind Regards,

Jason G. Bernzweig

Vice President

SCSF Equities, LLC

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