SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kuo Shan Huei

(Last) (First) (Middle)
C/O SAMSON HOLDING LTD., LEVEL 28,
THREE PACIFIC PLACE, 1 QUEEN'S ROAD EAST

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FURNITURE BRANDS INTERNATIONAL INC [ FBN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/05/2007
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/21/2008 J(1)(2)(3) 6,255,860 A(1)(2)(3) $9.4594(3) 7,221,373(4) I(1)(2) See Footnotes(1)(2)
Common Stock 02/21/2008 J(1)(2)(3) 149,513 A(1)(2)(3) $9.4594(3) 7,221,373(4) I(1)(2) See Footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Kuo Shan Huei

(Last) (First) (Middle)
C/O SAMSON HOLDING LTD., LEVEL 28,
THREE PACIFIC PLACE, 1 QUEEN'S ROAD EAST

(Street)
HONG KONG K3 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Liu Yi-Mei

(Last) (First) (Middle)
C/O SAMSON HOLDING LTD., LEVEL 28,
THREE PACIFIC PLACE, 1 QUEEN'S ROAD EAST

(Street)
HONG KONG K3 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Samson Holding Ltd.

(Last) (First) (Middle)
LEVEL 28, THREE PACIFIC PLACE
1 QUEEN'S ROAD EAST

(Street)
HONG KONG K3 000000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Advent Group Ltd.

(Last) (First) (Middle)
13/F, NO. 200, SEC. 4
WEN SHIN ROAD

(Street)
TAICHUNG F5 000000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Magnificent Capital Holding Ltd.

(Last) (First) (Middle)
13/F, NO. 200, SEC. 4
WEN SHIN ROAD

(Street)
TAICHUNG F5 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sun Fortune Investments Ltd.

(Last) (First) (Middle)
13/F, NO. 200, SEC. 4
WEN SHIN ROAD

(Street)
TAICHUNG F5 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Trade Decade Ltd.

(Last) (First) (Middle)
13/F, NO. 200, SEC. 4
WEN SHIN ROAD

(Street)
TAICHUNG F5 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is being jointly filed by each of the following persons: (i) Samson Holding Ltd., a Cayman Islands company ("Samson Holding"), (ii) Advent Group Limited, a British Virgin Islands company ("Advent"), (iii) Magnificent Capital Holding Limited, a British Virgin Islands company ("Magnificent"), (iv) Sun Fortune Investments Limited, a British Virgin Islands company ("Sun Fortune"), (v) Trade Decade Limited, a British Virgin Islands company ("Trade Decade"), (vi) Mr. Shan Huei Kuo, and (vii) Mr. Kuo's wife, Ms. Yi-Mei Liu (collectively, the "Reporting Persons"), as an amendment to report the transfer of 6,255,860 and 149,513 shares of the common stock of the Issuer among related entities, from Sun Fortune and Trade Decade, respectively, to Samson Holding pursuant to the purchase agreement dated December 19, 2007 by and among Samson Holding, Sun Fortune and Trade Decade.
2. Mr. Kuo and Ms. Liu may each be deemed to control Samson Holding, Advent and Magnificent, as Mr. Kuo and Ms. Liu each holds 50% of the equity interest in Magnificent, which holds approximately 70% of the equity interest in Advent, which in turn holds approximately 60% of the equity interest in Samson Holding. Mr. Kuo and Ms. Liu may each be deemed to control Sun Fortune as Mr. Kuo and Ms. Liu each holds 50% of the equity interest in Sun Fortune, and Mr. Kuo may be deemed to control Trade Decade as he holds 100% of the equity interest in Trade Decade.
3. Pursuant to the purchase agreement, the aggregate consideration paid by Samson Holding was US$60,590,985 (or US$9.4594 per share), which was satisfied by the issue of 296,754,439 and 7,092,334 ordinary shares of Samson Holding to Sun Fortune and Trade Decade, respectively, at an issue price per share of HK$1.5558 (equivalent to approximately US$.1994, based on the HK$:US$ exchange rate of 7.8019:1.0000, as of 4.30 p.m. Hong Kong time, as of the date of the purchase agreement), credited as fully paid. The transactions reported hereon were effected in private transactions on February 21, 2008.
4. Following the transactions reported hereon, Samson Holding beneficially owns 7,221,373 shares of the common stock of the Issuer, and each of Sun Fortune and Trade Decade has ceased to beneficially own any share of the common stock of the Issuer and is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.
/s/ Shan Huei Kuo, Shan Huei Kuo 02/22/2008
/s/ Yi-Mei Liu, Yi-Mei Liu 02/22/2008
/s/ Mohamad Aminozzakeri, Samson Holding Ltd., Mohamad Aminozzakeri, as Executive Director 02/22/2008
/s/ Shan Huei Kuo, Advent Group Limited, Shan Huei Kuo, as Executive Director 02/22/2008
/s/ Shan Huei Kuo, Magnificent Capital Holding Limited, Shan Huei Kuo, as Executive Director 02/22/2008
/s/ Shan Huei Kuo, Sun Fortune Investments Limited, Shan Huei Kuo, as Executive Director 02/22/2008
/s/ Shan Huei Kuo, Trade Decade Limited, Shan Huei Kuo, as Executive Director 02/22/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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