Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
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 aggregate fee
registered price per offering
share* price*
_________________________________________________________________
Common Stock 1,000,000
(No par value) shares $16.03 $16,030,000 $4,809
_________________________________________________________________
*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 October 27, 1997.<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, 1996;
2. The Company's quarterly Reports on Form 10-Q for the
quarter ended March 31, 1997 and June 30, 1997, as amended by
Form 10-Q/A-1 filed August 15, 1997;
3. Current Report on Form 8-K filed May 29, 1997;
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 November 1, 1997, Mr.
Chipperfield is the beneficial owner of 3500 shares of Common
Stock and has options to purchase 95,000 shares, 55,000 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<PAGE>
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.
Item 8. Exhibits<PAGE>
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) Consent 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<PAGE>
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
Registration Statement on Form S-8 and has duly caused 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 3rd day of November, 1997.
Furniture Brands International, Inc.
By:W.G. Holliman
---------------------------------
W.G. Holliman
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on November 3,
1997.
Signature Title
--------- ------
W.G. Holliman President and Director
------------------------ (Principal Executive)
(W.G. Holliman)
Katherine Button Bell* Director
------------------------
(Katherine Button Bell)
Michael S. Gross* Director
-------------------------
(Michael S. Gross)
Bruce A. Karsh* Director
--------------------------
(Bruce A. Karsh)
Brent B. Kincaid* Director
---------------------------
(Brent B. Kincaid)<PAGE>
Donald E. Lasater* Director
---------------------------
(Donald E. Lasater)
Lee M. Liberman* Director
---------------------------
(Lee M. Liberman)
Richard B. Loynd* Director
----------------------------
(Richard B. Loynd)
Albert E. Suter* Director
-----------------------------
(Albert E. Suter)
David P. Howard Vice President and
------------------------------ Treasurer
(David P. Howard) (Principal Financial
Officer)
Steven W. Alstadt Controller
------------------------------- (Principal Accounting
Steven W. Alstadt) Officer)
*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
Registration Statement.
Lynn Chipperfield
------------------------
Lynn Chipperfield
Attorney-in-Fact<PAGE>
Exhibit 4(c)
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 5,500,000 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<PAGE>
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.
(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.
(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.
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.
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.
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.
Amended by the Board of Directors on January 28, 1997
and approved by the stockholders on April 29, 1997
Exhibit 5
November 3, 1997
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
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<PAGE>
Exhibit 23(a)
Independent Auditor's 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 28, 1997, relating to the consolidated
balance sheets of Furniture Brands International, Inc. and
subsidiaries as of December 31, 1996 and 1995, and 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, 1996, which report is
incorporated by reference in the December 31, 1996 annual report
on Form 10-K of Furniture Brands International, Inc.
KPMG Peat Marwick LLP
St. Louis, Missouri
November 3, 1997<PAGE>
Exhibit 24
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 or her name to execute on behalf of the
undersigned a Registration Statement on 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 3rd day of
November, 1997.
W.G. Holliman Donald E. Laster
------------------------ --------------------------
W.G. Holliman Donald E. Laster
Katherine Button Bell Lee Liberman
------------------------- --------------------------
Katherin Button Bell Lee Liberman
Michael S. Gross Richard B. Loynd
------------------------- -------------------------
Michael S. Gross Richard B. Loynd
Bruce A. Karsh Albert E. Suter
------------------------ ------------------------
Bruce A. Karsh Albert E. Suter
Brent B. Kincaid
------------------------
Brent B. Kincaid<PAGE>
