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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FURNITURE BRANDS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
458507100
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(CUSIP Number)
Morgan, Lewis & Bockius LLP
John F. Hartigan, Esquire
801 South Grand Avenue
Los Angeles, California 90017-4615
(213) 612-2630
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 27, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 458507100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Investment Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or
(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 551,185 shares of Common Stock
SHARES ---------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH ---------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 551,185 shares of Common Stock
WITH ---------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,185 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
____________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 458507100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lion Advisors, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or
(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 548,815 shares of Common Stock
SHARES
BENEFICIALLY ----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 548,815 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
548,815 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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This Amendment No. 3 to Schedule 13D (the "Amendment") supplements and
amends the Statement on Schedule 13D filed by Apollo Investment Fund, L.P. and
Lion Advisors, L.P. on December 23, 1994, as heretofore amended (the "Original
Statement," and, together with the Amendment, the "Statement").
Item 4. Purpose of Transaction.
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Item 4 of the Original Statement is hereby amended by adding the following
paragraphs:
On May 27, 1997, Furniture Brands and the Reporting Persons entered
into a Stock Purchase and Secondary Offering Agreement (the "SPSO Agreement")
pursuant to which Furniture Brands agreed to repurchase from the Reporting
Persons (i) an aggregate of 10,842,299 shares of its Common Stock and (ii)
warrants to purchase 290,821 shares of Common Stock concurrently with the
consummation of an underwritten public offering in which the Reporting
Persons would sell 11,000,000 shares of Common Stock (plus up to 1,100,000
additional shares pursuant to exercise by the underwriters of an
overallotment option). The SPSO Agreement provided for a purchase price for
the 10,842,299 shares of Common Stock of $15.75 per share and a purchase
price for the warrants of $8.62 per warrant (representing $15.75 per share
less the $7.13 per share warrant exercise price); provided that if the price
to the public per share in the public offering were equal to or greater than
$15.50, the price per share would be $15.50 and the price per warrant would
be $8.37. As noted below, the public offering price did exceed $15.50 per
share, and therefore the prices at which shares and warrants were sold under
the SPSO Agreement were $15.50 and $8.37, respectively.
On May 30, 1997, Furniture Brands filed a Registration Statement on
Form S-3 (No. 333-28173), as amended by Amendments No. 1 and No. 2 filed on
June 24, 1997 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"). The Registration Statement related to the
public offering of an aggregate
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of 11,000,000 shares of Common Stock (of which 8,800,000 shares were offered
for sale in the United States and Canada and a total of 2,200,000 shares were
offered in a concurrent international offering outside of the United States
and Canada) for sale by the Reporting Persons, plus up to an additional
1,100,000 shares to be sold upon exercise by the U.S. Underwriters of an
over-allotment option. On June 24, 1997, the Registration Statement was
declared effective by the Commission.
On June 24, 1997, the Reporting Persons signed a U.S. Underwriting
Agreement (the "U.S. Underwriting Agreement") among the Reporting Persons,
Furniture Brands and the Underwriters named therein (the "U.S. Underwriters")
committing to sell 8,800,000 shares of Common Stock to the U.S. Underwriters
(plus 1,100,000 shares that are subject to the U.S. Underwriters' over-
allotment option) at a price per share of $16.32. On the same date, the
Reporting Persons signed an International Underwriting Agreement (the
"International Underwriting Agreement") among the Reporting Persons,
Furniture Brands and the Managers named therein (the "International
Managers") committing to sell 2,200,000 shares of Common Stock to the
International Managers at a price per share of $16.32. The sale of 11,000,000
firm commitment shares in connection with the U.S. Underwriting Agreement and
the International Underwriting Agreement was completed on June 27, 1997. The
U.S. Underwriting Agreement and the International Underwriting Agreement are
filed as exhibits to this Schedule.
On June 27, 1997, the sale of shares of Common Stock and warrants to
Furniture Brands pursuant to the SPSO Agreement was also completed.
Item 5. Interest in Securities of the Issuer.
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Item 5 of the Original Statement is hereby amended by deleting it in its
entirety and substituting the following therefor:
(a) The Reporting Persons beneficially own an aggregate of 1,100,000
shares of Common Stock, or approximately 2% of the outstanding Common Stock.
If the U.S. Underwriters' overallotment option is exercised, the Reporting
Persons will beneficially own no shares of Common Stock.
(b) The number of shares of Common Stock as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or direct the disposition, or shared power to
dispose or direct the disposition for the Reporting Persons is set forth in
the cover pages, and such information is incorporated herein by reference.
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(c) Except as otherwise disclosed in this Statement, the Reporting
Persons have not effected any transactions in shares of Common Stock during
the preceding 60 days.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more
than 5% of the Common Stock of Furniture Brands on June 27, 1997.
Item 7. Material to be filed as Exhibits.
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Item 7 of the Original Statement is amended by adding the following
exhibits:
99.4 Form of U.S. Underwriting Agreement, dated June 24, 1997, among the
Reporting Persons, Furniture Brands and the U.S. Underwriters
(incorporated by reference to Exhibit 1(a) to Amendment No. 1 to
Registration No. 333-28173 of Furniture Brands).
99.5 Form of International Underwriting Agreement, dated June 24, 1997,
among the Reporting Persons, Furniture Brands and the International
Managers (incorporated by reference to Exhibit 1(b) to Amendment No.
1 to Registration No. 333-28173 of Furniture Brands).
99.6 Stock Purchase and Secondary Offering Agreement dated May 27, 1997
among the Reporting Persons and Furniture Brands (incorporated by
reference to Exhibit 99(a) to the Current Report on Form 8-K of
Furniture Brands filed on May 29, 1997).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct and agree that this statement may be jointly filed with Lion Advisors,
L.P.
Dated: June 30, 1997
APOLLO INVESTMENT FUND, L.P.
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
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Michael D. Weiner
Vice President, Apollo Capital Management,Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct and agree that this statement may be jointly filed with Apollo
Investment Fund, L.P.
Dated: June 30, 1997
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
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Michael D. Weiner
Vice President, Lion Capital Management, Inc.
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