-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O1WxoFUubNQnUqac3/DzUvNccXQWEz4pw78ya3ZWiRbj4GsPaNMQc6hlrQbZQ8Vp laUa8qVNzLHMZloDLITELQ== 0001209191-08-064801.txt : 20081209 0001209191-08-064801.hdr.sgml : 20081209 20081209142330 ACCESSION NUMBER: 0001209191-08-064801 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080314 FILED AS OF DATE: 20081209 DATE AS OF CHANGE: 20081209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCOZZAFAVA RALPH P CENTRAL INDEX KEY: 0001163220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00091 FILM NUMBER: 081237951 BUSINESS ADDRESS: BUSINESS PHONE: 3126442121 MAIL ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FURNITURE BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000050957 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 430337683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 N BRENTWOOD BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148631100 MAIL ADDRESS: STREET 1: 1 N BRENTWOOD BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL SHOE CO DATE OF NAME CHANGE: 19690313 4/A 1 c78076_4ax1.xml MAIN DOCUMENT DESCRIPTION X0303 4/A 2008-03-14 2008-03-20 0000050957 FURNITURE BRANDS INTERNATIONAL INC FBN 0001163220 SCOZZAFAVA RALPH P FURNITURE BRANDS INTERNATIONAL, INC. 1 N. BRENTWOOD BLVD. ST. LOUIS MO 63105 1 1 0 0 Chairman of the Board and CEO Common Stock 2008-03-14 4 A 0 50000 0 A 85000 D Employee Stock Option (rt. to buy) 14.92 2008-06-18 2017-06-18 Common Stock 100000 100000 D Employee Stock Option (rt. to buy) 14.92 2008-06-18 2017-06-18 Common Stock 117292 117292 D Employee Stock Option (rt. to buy) 10.48 2009-02-01 2018-02-01 Common Stock 250000 250000 D Employee Stock Option (rt. to buy) 11.44 2008-03-14 4 A 0 100000 11.44 A 2010-02-03 2018-03-14 Common Stock 100000 100000 D This amendment is being filed to correct the following errors in the Form 4 that was previously filed for the Reporting Person: (i) the reporting of the price of and the vesting terms of the restricted stock award for the Reporting Person; (ii) the number of securities beneficially owned following the award of the restricted stock; (iii) the number of shares underlying the stock option grants for the Reporting Person; and (iv) the vesting terms of the March 14, 2008 stock option grant for the Reporting Person. This is an award of restricted stock. The awards vest in February 2010 if the Company meets certain 2009 annual performance criteria as follows: 50% of the shares will vest if 80% of the performance criteria is met; 75% of the shares will vest if 90% of the performance criteria is met; and 100% of the grant will vest if 100% of the performance criteria is met. Vest in four equal annual installments commencing on June 18, 2008. Vest in four equal annual installments commencing on February 1, 2009. /s/ Meredith M. Graham, Attorney-in-Fact for Ralph P. Scozzafava 2008-12-09 EX-24 2 c78076_24.htm POWER OF ATTORNEY Power Of Attorney

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Jon D. Botsford, Meredith M. Graham and Dianna Bisher the undersigned’s true and lawful attorney-in-fact to:

  (1)   execute for and on behalf of the undersigned, in the undersigned’s capacity as a director or officer of Furniture Brands International, Inc., a Delaware corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

  (2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

  (3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in the securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of December, 2008.

/s/ Ralph P. Scozzafava               

Ralph P. Scozzafava
 -----END PRIVACY-ENHANCED MESSAGE-----