Schedule 13d

Filed by: SCSF EQUITIES, LLC
Subject Company: FURNITURE BRNDS INTL
Filed as of Date: 04/15/2008
View Original Filing on Edgar's

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

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 15, 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

 

2


 

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

 

3


 

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

 

4


 

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

 

5


 

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

 

6


 

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

 

7


 

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

 

8


 

This Amendment No. 7 hereby amends the Statement on Schedule 13D (this “Statement”) originally filed on March 2, 2007, as amended by Amendments No. 1 through No. 6, 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 4.                                 Purpose of the Transaction

Item 4 of this Statement is amended and restated to include the following penultimate paragraph:

 

On April 15, 2008, the Reporting Persons filed a definitive proxy statement with the Commission soliciting proxies regarding the following proposals:

 

 

·

To elect to the Board of Directors of the Issuer (the “Board”) (a) Alan Schwartz, Ira Kaplan and T. Scott King (the “SCSF Nominees”), who have consented, if elected, to serve as directors, and (b) the persons nominated by the Issuer to serve as directors other than Katherine Button Bell, Richard B. Loynd and Albert E. Suter;

 

 

 

 

·

To adopt a resolution to repeal any provision of the Issuer’s By-Laws or amendments to the Issuer’s By-Laws unilaterally adopted by the Board after May 6, 1998 and prior to the seating of any of the SCSF Nominees, if elected;

 

 

 

 

·

To vote for the Issuer’s proposal to approve the Furniture Brands International, Inc. 2008 Incentive Plan;

 

 

 

 

·

To ratify the selection of independent auditors; and

 

 

 

 

·

To transact such other business as may properly come before the meeting.

 

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.*

 

 

* previously filed

 

 

 

 

9


 

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 15, 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

 

 

10


 

The undersigned, by signing his name hereto, does sign and execute this Amendment No. 7 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 15, 2008

*By:

  /s/ Jason G. Bernzweig

Attorney in Fact

 

 

Jason G. Bernzweig

 

11