Registration No. 33-65714
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------
FURNITURE BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-0337683
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
FURNITURE BRANDS INTERNATIONAL, INC.
1992 STOCK OPTION PLAN
(Full title of the plan)
------------------------
Lynn Chipperfield, General Counsel
Furniture Brands International, Inc.
101 South Hanley Road
St. Louis, Missouri 63105
(Name and address of agent for service)
314-863-1100
(Telephone number, including area code, of agent for service)
--------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering price aggregate fee
registered per share* offering price*
---------------------------------------------------------------------
Common Stock 1,000,000 $12.00 $12,250,000 $3712.12
(No par value) shares
---------------------------------------------------------------------
*For the purpose of computing the registration fee only. Pursuant to
Rule 457(c), the average of the high and low prices, as reported on
the New York Stock Exchange on December 6, 1996.<PAGE>
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and
shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended by Form 10-K/A-1 filed
February 22, 1996;
2. The Company's quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September
30, 1996;
3. Current Report on Form 8-K filed January 12, 1996, as
amended by Form 8-K/A-1 filed January 16, 1996 and Form
8-K/A-2 filed February 1, 1996; Current Report on Form 8-K
filed January 31, 1996 and Current Report on Form 8-K
filed October 18, 1996; and
4. The description of Furniture Brands Common Stock contained
in its Form 8 registration statement filed with the
Commission on June 29, 1992.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
The validity of the Furniture Brands Common Stock offered hereby
is being passed on for the Company by Lynn Chipperfield, General
Counsel of the Company. As of December 1, 1996, Mr. Chipperfield is
the beneficial owner of 1000 shares of Common Stock and has options to
purchase 95,000 shares, 44,000 of which are currently exercisable.
Item 6. Indemnification of Directors and Officers
Section 145 ("Section 145") of the Delaware General Corporation
Law permits indemnification of directors, officers, agents and
controlling persons of a corporation under certain conditions and
subject to certain limitations. Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director, officer
or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a
manner such person reasonably believed to be in or not opposed to, the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of an action by or in the right of
the corporation, no indemnification may be made with respect to any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit
was brought shall determine that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Section 145 further
provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
The Company's By-laws contain provisions for indemnification of
directors, officers, employees and agents which are substantially the
same as Section 145 and also permit the Company to purchase insurance
on behalf of any such person against any liability asserted against
such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the
Company would have the power to indemnify such person against such
liability under the foregoing provision of the By-laws. The Company
maintains such insurance.
Certain of the directors and former directors of the Company have
entered into and are the beneficiaries of indemnification agreements
with the Company. These agreements provide indemnity protection for
such persons which is substantially the same as that authorized by the
Delaware General Corporation Law and provided for in the Company's By-
laws.
Item 7. Exemption from Registration Claimed
Not applicable.<PAGE>
Item 8. Exhibits
4(a) Furniture Brands International, Inc.'s Restated
Certificate of Incorporation, as amended (Incorporated
by reference to Exhibit 3(a) to Furniture Brands
International Inc.'s report on Form 10-Q for the quarter
ended September 30, 1996).
4(b) By-Laws of Furniture Brands International, Inc. Revised
and Amended to April 23, 1996 (Incorporated by reference
to Exhibit 3(b) to Furniture Brands International,
Inc.'s report on Form 10-Q for the quarter ended
September 30, 1996).
4(c) Furniture Brands International, Inc.'s 1992 Stock Option
Plan, as amended.
5 Opinion of Lynn Chipperfield, General Counsel of
Furniture Brands International, Inc., as to the legality
of the securities to be registered including his
consent.
23(a) Consents of KPMG Peat Marwick LLP.
23(b) Consent of Lynn Chipperfield (included in Exhibit No. 5)
24 Power of Attorney
Item 9. Undertakings
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as
amended, (the "Securities Act"), each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing a Post-Effective Amendment
No. 1 on Form S-8 and has duly caused this Post-Effective Amendment
No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis,
State of Missouri, on the 13th day of December, 1996.
Furniture Brands International, Inc.
By: Wilbert G. Holliman, Jr.
------------------------------
Wilbert G. Holliman, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been
signed below by the following persons in the capacities indicated on
December 13, 1996.
Signature Title
--------- -----
Wilbert G. Holliman, Jr. President and Director
------------------------ (Principal Executive Officer)
(Wilbert G. Holliman, Jr.)
Leon D. Black* Director
------------------------
(Leon D. Black)
Michael S. Gross* Director
------------------------
(Michael S. Gross)
John J. Hannan* Director
-----------------------
(John J. Hannan)
Joshua J. Harris* Director
-----------------------
Joshua J. Harris
Bruce A. Karsh* Director
-----------------------
(Bruce A. Karsh)
John J. Kissick* Director
-----------------------
(John J. Kissick)
Donald E. Lasater* Director
-----------------------
(Donald E. Lasater)
Lee M. Liberman* Director
-----------------------
(Lee M. Liberman)
Richard B. Loynd* Director
-----------------------
(Richard B. Loynd)
Marc J. Rowan* Director
-----------------------
(Marc J. Rowan)
John J. Ryan III* Director
-----------------------
(John J. Ryan III)
Michael D. Weiner* Director
-----------------------
(Michael D. Weiner)
David P. Howard Vice President and Treasurer
----------------------- (Principal Financial Officer)
(David P. Howard)
Steven W. Alstadt Controller
----------------------- (Principal Accounting Officer)
(Steven W. Alstadt)
*This Post-Effective Amendment No. 1 to this Registration
Statement is hereby signed on behalf of each of the persons so
designated by the undersigned pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange
Commission as an exhibit to this Post-Effective Amendment No. 1 to
this Registration Statement.
Lynn Chipperfield
--------------------------
Lynn Chipperfield
Attorney-in-Fact<PAGE>
FURNITURE BRANDS
1992 STOCK OPTION PLAN
1. Objectives of the Plan
The Furniture Brands 1992 Stock Option Plan (the "Plan") of
Furniture Brands International, Inc. (the "Corporation") is intended
to encourage and provide opportunities for ownership of the
Corporation's Common Stock by such key employees (including officers)
of the Corporation and any subsidiaries of the Corporation as the
Board of Directors of the Corporation (the "Board") or a committee
thereof constituted for this purpose may from time to time determine.
The Plan is also intended to provide incentives for such employees to
put forth maximum efforts for the successful operation of the
Corporation and its subsidiaries. By extending to such key employees
the opportunity to acquire proprietary interests in the Corporation
and to participate in its success, the Plan may be expected to benefit
the Corporation and its shareholders by making it possible for the
Corporation and its subsidiaries to attract and retain the best
available talent and by providing such key employees with added
incentives to increase the value of the Corporation's stock.
2. Stock Subject to the Plan
There are reserved for issue under the Plan 4,500,000 shares of
the Common Stock, without nominal or par value, of the Corporation
(the "Shares"). Such Shares may be, in whole or in part, as the Board
shall from time to time determine, authorized but unissued Shares, or
issued Shares which shall have been reacquired by the Corporation.
3. Administration
Subject to the express provisions of the Plan, the Plan shall be
administered by the Executive Compensation and Stock Option Committee
of the Board (the "Committee"), and the Committee shall have plenary
authority, in its discretion, to determine the individuals to whom,
and the time or times at which, options, if any, shall be granted, the
type of option to be granted (e.g., qualified or nonqualified) and the
number of Shares to be subject to an option. Subject to the express
provisions of the Plan, the Committee shall also have plenary
authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations regarding it, and to take whatever action is necessary
to carry out the purposes of the Plan. The Committee's determinations
on matters referred to in this Section 3 shall be conclusive.
4. The Committee
The Committee shall consist of three or more members of the Board.
The Committee shall be appointed by the Board, which may from time to
time designate the number to serve on the Committee, appoint members
of the Committee in substitution for members previously appointed and
fill vacancies, however caused, in the Committee. No member of the
Board while a member of the Committee shall be eligible to receive an
option under the Plan. The Committee shall elect one of its members as
its Chairman and shall hold its meetings at such times and places as
it may determine. A majority of the members shall constitute a
quorum. Any determination reduced to writing and signed by all the
members of the Committee shall be fully as effective as if it had been
made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary, shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.
5. Eligibility
Options may be granted only to key employees (which term as used
herein includes officers) of the Corporation and of its subsidiary
corporations (the "subsidiaries") as the term "subsidiary corporation"
is defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended, (the "Code"). For the purposes of the Plan the term
"employee" shall be an individual with an "employment relationship" as
defined in Section 421 (Regs. Section 1.421-7(h)) of the Code. A
member of the Board or of the board of directors of a subsidiary who
is not also an employee of the Corporation or of one of its
subsidiaries shall not be eligible to receive an option. Nothing
contained in the Plan shall be construed to limit the right of the
Corporation to grant options otherwise than under the Plan in
connection with (i) the employment of any person,(ii) the acquisition,
by purchase, lease, merger, consolidation or otherwise, of the
business or assets of another corporation, firm or association,
including grants to employees thereof who become employees of the
Corporation or a subsidiary, or (iii) other proper corporate purposes.
6. Nonqualified Stock Options
Unless it is designated a qualified option by the Committee, any
option granted under the Plan shall be nonqualified and shall be in
such form as the Committee may from time to time approve. Any such
nonqualified option shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
deem desirable:
(a) Option Price. The per share purchase price of Shares
purchasable under an option shall be determined by the Committee in
accordance with procedures established by the Committee; provided
however, that except for options granted to replace pre-existing
compensation or benefit programs, in no event shall more than 10% of
the shares reserved for issue under the Plan be the subject of (i)
options granted at less than fair market value on the date of grant,
and (ii) new options substituted for previously granted options having
higher option prices as provided for in Section 9 hereof.
(b) Option Period. The term of option shall be fixed by the
Committee, but no option shall be exercisable after the expiration of
ten years from the date the option is granted.
(c) Exercisability. Options shall be exercisable at such
time or times as determined by the Committee at or subsequent to
grant; no option shall be exercisable during the year ending on the
day before the first anniversary date of the granting of the option.
The proceeds of sale of Shares subject to option are to be added to
the general funds of the Corporation. Except as provided in
Subsections (f), (g) and (h) of this Section 6, no option may be
exercised at any time unless the holder is then a regular employee of
the Corporation or a subsidiary and has continuously remained an
employee at all times since the date of granting of the option. If any
option granted under the Plan shall expire or terminate for any reason
without ever having been exercised in full, the unissued shares
subject thereto shall again be available for the purposes of the Plan.
(d) Method of Exercise. Options which are exercisable may be
exercised in whole or in part at any time during the option period, by
completing and delivering to the Corporation an option exercise form
provided by the Corporation specifying the number of Shares to be
purchased. Such form shall be accompanied by payment in full of the
purchase price in cash. No Shares shall be issued until full payment
therefor has been made.
(e) Nontransferability of Options. No option shall be
transferable by the optionee otherwise than by will or by the laws of
descent and distribution, and such options shall be exercisable,
during the optionee's lifetime, only by the optionee.
(f) Termination by Reason of Death. If an optionee's
employment by the Corporation or any subsidiary terminates by reason
of death, as to those Shares with respect to which the option had
become exercisable (under the provisions of the particular option) on
the date of death, the stock option may thereafter be exercised by the
legal representative of the estate or by the legatee of the optionee
under the will of the optionee, during a period of six months from the
date of such death or until the expiration of the stated period of the
option, whichever period is the shorter.
(g) Termination by Reason of Retirement or Permanent
Disability. If an optionee's employment by the Corporation or any
subsidiary terminates by reason of retirement or permanent disability,
as to those Shares with respect to which the option had become
exercisable (under the provisions of the particular option) on the
date of termination of employment, any stock option held by such
optionee may thereafter be exercised during a period of three months
from the date of such termination of employment or the expiration of
the stated period of the option, whichever period is the shorter;
provided, however, that if the optionee dies within such three-month
period, any unexercised stock option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at
the time of death for a period of six months from the date of such
death or for the stated period of the option, whichever period is the
shorter.<PAGE>
(h) Other Termination. If an optionee's employment
terminates for any reason other than death, permanent disability, or
retirement, as to those Shares with respect to which the option had
become exercisable (under the provisions of the particular option) on
the date of termination of employment, any option held by such
optionee may thereafter be exercised during a period of one month from
the date of such termination of employment or the expiration of the
stated period of the option, whichever period is shorter; provided,
however, that if the optionee dies within such one-month period, any
unexercised option held by such optionee shall thereafter be
exercisable to the extent to which is was exercisable at the time of
death for a period of six months from the date of such death or for
the stated period of the option, whichever period is the shorter.
(i) Option Buyout. The Committee may at any time offer to
repurchase an option (other than an option which has been held for
less than six months by an optionee who is subject to Section 16(b) of
the Securities Exchange Act of 1934) based on such terms and
conditions as the Committee shall establish and communicate to the
optionee at the time that such offer is made.
7. Qualified Stock Options
Any option granted under the Plan shall, at the discretion of the
Committee, qualify as an incentive stock option as defined in Section
422(b) of the Code and shall be in such form as the Committee may from
time to time approve. Any such qualified option shall be subject to
the following terms and conditions in addition to those set forth in
Section 6 and shall contain such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
deem desirable:
(a) Eligibility. Incentive stock options shall not be
granted to any individual who, at the time the option is granted,
owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Corporation or its parent
corporation (as the term "parent corporation" is defined in Section
424(e) of the Code) or the subsidiaries unless: l) the option price is
at least 110% of the fair market value of the stock subject to the
option and 2) the option states that it is not exercisable after the
expiration of five years from the date of its grant.<PAGE>
(b) Limitation on Exercise of Options. The maximum aggregate
fair market value (determined at the time an option is granted) of the
Shares with respect to which qualified options are exercisable for the
first time by any Participant during any calendar year (under all
plans of the Company and its parent corporation and subsidiaries)
shall not exceed $100,000. If the provisions of this Section limit the
exercisability of certain qualified options which would otherwise
become exercisable on account of termination of employment or a change
of control, the Committee, in its sole discretion, shall determine the
times at which such qualified options become exercisable so that the
provisions of this Section 7(b) are not violated; provided that in no
event shall any qualified option be exercisable more than ten (10)
years from the date of granting thereof (five (5) years in the case of
qualified options granted to ten percent shareholders (described in
Section 7(a)).
8. Adjustment Upon Changes in Capitalization, Etc.
The aggregate number and class of shares reserved under the Plan,
the number and class of shares subject to each option granted pursuant
to the Plan and/or the option price per share payable under each such
option shall be appropriately and equitably adjusted in the event of:
any reclassification or increase or decrease in the number of the
issued Shares of the Corporation by reason of a split-up or
consolidation of Shares; the payment of a stock dividend; a
recapitalization; a combination or exchange of Shares; a spin-off; or
any like capital adjustment.
If the Corporation shall be reorganized or shall be merged into
or consolidated with any other corporation, each option, if any, then
outstanding under the Plan shall thereafter apply to such number and
kind of securities as would have been issuable by reason of such
reorganization, merger or consolidation to a holder of the number of
Shares which were subject to the option, if any, immediately prior to
such reorganization, merger or consolidation.
In the event of the proposed dissolution or liquidation of the
Corporation or in the event of a proposed sale of substantially all of
the assets of the Corporation, each option, if any, outstanding under
the Plan shall terminate as of a date to be fixed by the Committee and
approved by the Board upon not less than thirty days' written notice
to the optionee; provided, however, that any option granted at least
six months prior to such event, if any, of any optionee who has been
an employee for one year or more prior to the date of such notice
shall be accelerated and such optionee shall be entitled to exercise
such option, in whole or in part, without regard to any installment
provision of the option, and provided further that said exercise shall
be made prior to the termination date fixed in said notice.<PAGE>
All adjustments under this Section 8 shall be made by the
Committee, subject to the approval of the Board, which action shall be
final and conclusive.
Anything to the contrary notwithstanding, upon a Change of
Control(as hereinafter defined) which occurs after the first
anniversary of the Effective Date (as defined in Section 12), each
option granted at least six months prior to such Change of Control
shall become immediately exercisable in full. As used herein, "Change
of Control" shall mean any of the following events which occur more
than one year after the first anniversary of the Effective Date:
(a) The acquisition (other than from the Corporation) by any
person, entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"),
excluding, for this purpose, the Corporation or its subsidiaries, or
any employee benefit plan of the Corporation or its subsidiaries, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either the then outstanding
Shares or the combined voting power of the Corporation's then
outstanding voting securities entitled to vote generally in the
election of directors; or
(b) Individuals who, as of the first anniversary of the
Effective Date, constitute the Board (as of such date, the "Incumbent
Board"), cease for any reason to constitute at least a majority of the
Board, provided that any person becoming a director subsequent to the
first anniversary of the Effective Date whose election, or nomination
for election by the Corporation's stockholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent
Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors
of the Corporation, as such terms are used in Rule 14 all of
Regulation 14A promulgated under the Exchange Act) shall be considered
as though such person were a member of the Incumbent Board; or
(c) Approval by the stockholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect to
which persons who were the stockholders of the Corporation immediately
prior to such reorganization, merger or consolidation do not,
immediately thereafter, own, directly or indirectly, more than 50% of
the combined voting power entitled to vote generally in the election
of directors of the reorganized, merged or consolidated company's then
outstanding voting securities, or a liquidation or dissolution of the
Corporation or the sale of all or substantially all of the assets of
the Corporation.<PAGE>
9. Amendments and Termination
The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made which would
impair the rights of an optionee under an option without the
optionee's consent, or which without the approval of the stockholders
would: except as is provided in Section 8 of the Plan, increase the
total number of Shares reserved for the purpose of the Plan; decrease
the option price of any option to less than 100% of the fair market
value on the date of the granting of the option; change the employees
or class of employees eligible to participate in the Plan; or extend
the maximum option period under Section 6(b) of the Plan.
The Committee may amend the terms of any option theretofore
granted, prospectively or retroactively, but no such amendment shall
impair the rights of any optionee without the consent of the optionee.
The Committee may also substitute new options for previously granted
options, including substitution for previously granted options having
higher option prices, subject to the limitation set forth in Section
6(a) hereof.
10. General Provisions
(a) The Committee may require each person purchasing Shares
pursuant to an option under the Plan to represent to and agree with
the Corporation in writing that the optionee is acquiring the Shares
without a view to distribution thereof. The certificates for such
Shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
(b) All certificates for Shares delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any
stock exchange upon which the Shares are then listed, and any
applicable federal or state securities law, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
(c) Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in
specific cases.<PAGE>
11. Taxes
Following exercise of an option, the optionee shall, no later
than the date as of which an amount related to the option exercise
first becomes includable in the gross income of the optionee for
federal income tax purposes, pay to the Corporation, or make
arrangements satisfactory to the Corporation regarding payment of, any
federal, state, or local taxes of any kind required by law to be
withheld with respect to such amount and the Corporation and its
subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to
the optionee.
12. Effective Date of Plan
This Plan shall be effective on the effective date of the Joint
Plan of Reorganization of the Corporation and its subsidiaries
("Effective Date"). However, no option granted under this Plan may be
exercised in whole or in part until this Plan is approved by the
holders of a majority of the outstanding stock of the Corporation
entitled to vote on the issue, which approval must occur within the
twelve-month period after the Effective Date. In the event such
approval is not forthcoming within the time specified, this Plan and
any options granted pursuant to it shall be null and void.
13. Term of Plan
No option shall be granted pursuant to the Plan more than 10
years after the Plan is approved by the Board of Directors of the
Corporation, but options theretofore granted may extend beyond and be
exercised after that date.
Adopted by the Board of Directors on January 20, 1992.
Amended by the Board of Directors on January 26, 1993.
Approved by stockholders on May 5, 1993.
Amended by the Board of Directors on October 19, 1994.
Amended by the Board of Directors on April 23, 1996
and approved by the stockholders on April 23, 1996.<PAGE>
December 13, 1996
Furniture Brands International, Inc.
101 South Hanley Road
St. Louis, MO 63105
Gentlemen:
I am General Counsel of Furniture Brands International, Inc.
(hereinafter called the "Corporation") and am familiar with the Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8
being filed today by the Corporation with the Securities and Exchange
Commission in connection with the registration under the Securities
Act of 1933, as amended, (the "Act") covering the registration of
1,000,000 additional shares of its Common Stock, stated value $1.00
per share, of the Corporation (the "Common Stock") which have been
authorized for issuance pursuant to the 1992 Stock Option Plan,
(hereinafter referred to as the "1992 Plan").
I am familiar with the Corporation's Restated Certificate of
Incorporation, as amended, its corporate history and the proceedings
relative to the authorization and issuance of its outstanding Common
Stock pursuant to the exercise of options under the above 1992 Plan,
and I have examined such documents, records and matters of law as I
have deemed necessary for purposes of this opinion.
Based upon the foregoing, it is my opinion that (a) when the
applicable provisions of the Act and such "Blue Sky' or securities
laws as may be applicable shall have been complied with and (b) when
issued in accordance with the terms of the options and 1992 Plan, the
Common Stock so issued will be duly authorized, validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent I do not admit
that I am within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations promulgated
thereunder.
Very truly yours,
Lynn Chipperfield
Vice President, General Counsel
and Corporate Secretary
LC/rsl<PAGE>
Independent Auditors' Consent
The Board of Directors
Thomasville Furniture Industries, Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Furniture Brands International, Inc. of our
report dated January 19, 1996, with respect to the consolidated
balance sheet of Thomasville Furniture Industries, Inc. and
subsidiaries (Thomasville) as of December 29, 1995, and the related
consolidated statement of operations for the year then ended, which
report appears in the Form 8-K/A-2 of Furniture Brands International,
Inc. dated February 1, 1996.
Our report refers to the omission in the consolidated financial
statements of Thomasville, of the consolidated statements of
shareholder's equity and cash flows for the year ended December 29,
1995 and notes to the consolidated financial statements which are
required by generally accepted accounting principles and results in an
incomplete presentation.
Our report also refers to Thomasville's acquisition by Furniture
Brands International, Inc. on December 29, 1995. The acquisition was
accounted for under the purchase method of accounting. The
accompanying consolidated financial statements do not include the
effects of push-down accounting.
Greensboro, North Carolina
December 13, 1996<PAGE>
Independent Auditors' Consent
The Board of Directors
Furniture Brands International, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Furniture Brands International, Inc. of our report
dated January 30, 1996, relating to the consolidated balance sheets of
Furniture Brands International, Inc. and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of
operations, shareholders' equity, and cash flows and related schedules
for each of the years in the three-year period ended December 31,
1995, which report is incorporated by reference in the December 31,
1995 annual report on Form 10-K of Furniture Brands International,
Inc.
St. Louis, Missouri
December 13, 1996<PAGE>
Independent Auditors' Consent
The Board of Directors
Thomasville Furniture Industries, Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Furniture Brands International, Inc. of our
report dated January 20, 1995, except as to note 1, which is as of
April 7, 1995, with respect to the consolidated balance sheets of
Thomasville Furniture Industries, Inc. and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of
operations, shareholder's equity, and cash flows for each of the years
in the three-year period ended December 31, 1994, which report appears
in the Form 8-K/A-1 of Furniture Brands International, Inc. dated
January 16, 1996.
Our report refers to changes in accounting for postemployment
benefits, postretirement benefits and income taxes.
Greensboro, North Carolina
December 13, 1996<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned does
hereby nominate, constitute and appoint Lynn Chipperfield and David P.
Howard, or either of them, as his agent and attorney-in-fact, in his
name to execute on behalf of the undersigned a Registration Statement
on Post-Effective No. 1 to Form S-8 to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
in connection with the registration under said Act of shares of Common
Stock of Furniture Brands International, Inc. (the "Company") to be
issued pursuant to grants made under the 1992 Stock Option Plan, as
amended, the authority herein given to include execution of amendments
to any part of such Registration Statement and generally to do and
perform all things necessary to be done in the premises as fully and
effectively in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF this Power of Attorney has been executed in
counterparts by individuals listed below as of the 13th day of
December, 1996.
Leon D. Black John H. Kissick
------------------ --------------------
Leon D. Black John H. Kissick
Michael S. Gross Donald E. Lasater
------------------ --------------------
Michael S. Gross Donald E. Lasater
John J. Hannan Lee M. Liberman
------------------ --------------------
John J. Hannan Lee M. Liberman
Joshua J. Harris John J. Ryan III
------------------ --------------------
Joshua J. Harris John J. Ryan III
Bruce A. Karsh Michael D. Weiner
------------------ --------------------
Bruce A. Karsh Michael D. Weiner
Marc J. Rowan Wilbert G. Holliman, Jr.
------------------ ------------------------
Marc J. Rowan Wilbert G. Holliman, Jr.
Richard B. Loynd
------------------
Richard B. Loynd<PAGE>
