Sun Capital wants to replace three Furniture Brands directors

By Lisa Kerner

Charlotte, N.C., April 15 - Furniture Brands International, Inc. investors led by Sun Capital Securities Group, LLC filed a definitive proxy statement with the Securities and Exchange Commission soliciting proxies for several proposals, a schedule 13D filing stated.

The proposals are as follows:

• To elect Sun Capital affiliate SCSF Equities, LLC's nominees to Furniture Brands' board of directors;

• To elect to the company's board the persons nominated by Furniture Brands to be directors other than Katherine Button Bell, Richard B. Loynd and Albert E. Suter;

• To adopt a resolution to repeal any provision of Furniture Brands' bylaws or amendments to the bylaws unilaterally adopted by the board after May 6, 1998 and prior to the seating of any of SCSF Equities' nominees, if elected;

• To vote for the company'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.

On April 3, Sun Capital notified Furniture Brands that SCSF is nominating three candidates for election to the company's eight-member board of directors at the 2008 annual meeting on May 1.

Sun Capital has a 9.45% ownership interest in the Hickory, N.C., furniture company.

According to a Sun Capital news release, SCSF's nominees are:

• Alan Schwartz, Sterling Professor of Law at Yale Law School;

• Ira Kaplan, chief financial officer of Claire's Stores Inc.; and

• T. Scott King, managing director of Sun Capital Partners, Inc.

Sun Capital said in a prior news release that Furniture Brands' board gave little consideration to at least two "serious and credible proposals to acquire the company at prices well above the existing stock price." One offer was from Sun Capital.

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