Sun Capital believes Furniture Brands' board succession plan a means to circumvent shareholder vote

By Lisa Kerner

Charlotte, N.C., April 25 - SCSF Equities, LLC and its affiliates (together, Sun Capital) called the announcement of Furniture Brands International, Inc.'s board succession strategy "an attempt to avoid a shareholder referendum on the board's performance" as well as an "apparent disregard for shareholders' rights."

Sun Capital reiterated that it has put forth three director nominees for election to Furniture Brands' board: 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.

"We urge shareholders to elect our candidates rather than awaiting the results of a lengthy and uncertain board search process, which we believe has been purposefully drawn out to circumvent the vote," vice president Jason Bernzweig said in a Sun Capital news release.

On April 24, Furniture Brands said it plans to name replacements for board members Richard B. Loynd and Albert E. Suter during the second or third quarter of 2008 after which the two will retire.

Loynd and Suter will stand for re-election to the board at the company's annual meeting on May 1, it was previously reported.

Furniture Brands told its shareholders in an April 25 letter that its succession process will "provide directors who are carefully screened to bring the most appropriate talents and experience to enhance Furniture Brands' board, who are truly independent, and who represent the interests of all stockholders rather than the agenda of one."

The company asked shareholders to support its slate of nominees for election to the board.

Furniture Brands said its strategic plan is "gaining traction," citing the company's profitability, cash, low debt and new executive leadership team.

Furniture Brands is a Hickory, N.C., furniture company.

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