SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 11, 2002
(December 28,2001)
Furniture Brands International, Inc.
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(Exact name of Registrant as specified in charter)
Delaware I-91 43-0337683
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
101 South Hanley Road, St. Louis, Missouri 63105
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(Address of principal executive offices)
(314) 863-1100
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(Registrant's telephone number)
Item 2. Acquisition of Assets
(a) On December 28, 2001, the Company through its wholly-owned subsidiary,
HDM Furniture Industries, Inc. ("HDM"), acquired certain of the assets (the
"Acquired Assets") and assumed certain of the liabilities (the "Assumed
Liabilities") of Henredon Furniture Industries, Inc. ("Henredon"), Drexel
Heritage Furnishings, Inc. ("Drexel"), Maitland-Smith, Inc. ("Maitland") and
Maitland-Smith Pacific, LTD ("Pacific") (together the "Acquired Companies").
The Acquired Assets consist of real estate, real property leases, personal
property, inventories, receivables, warranties, trademarks, patents, executory
contracts, books and records, permits and licenses, subsidiaries and
miscellaneous assets. The subsidiaries which were acquired are Henredon
Transportation Co., a wholly owned subsidiary of Henredon; D-H Retail Space,
Inc., a wholly owned subsidiary of Drexel; Maitland-Smith Asia Holdings, Ltd., a
wholly owned subsidiary of Maitland; and Decorative Hardware Solutions Ltd., a
majority owned subsidiary of Pacific (with the minority interest being held by
Maitland-Smith Asia Holdings Ltd.). The Assumed Liabilities consist of
liabilities which arise out of or in connection with any of the businesses,
assets, operations or activities of the Acquired Companies subject to certain
exceptions.
At closing the Company paid to LifeStyle Furnishings International, Ltd.
("LifeStyle"), the parent company of the Acquired Companies $175 million in cash
and 4 million shares of the Company's Common Stock. The purchase price was
determined through arms length negotiations between officers of the Company and
LifeStyle. The cash portion of the purchase price is subject to adjustment
depending upon the shareholder's equity of the Acquired Companies as reflected
on the balance sheet as of the close of business on the closing date. $140
million of the cash portion was funded through the Company's existing credit
facility with a syndicate of financial institutions led by Deutsche Bank AG, New
York Branch, First Union National Bank and Bank of America, N.A. while $35
million was paid with existing cash.
(b) Henredon, headquartered in Morganton, North Carolina, designs and
manufactures wood, upholstered and occasional furniture for the bedroom, dining
room, living room, family room and home office in the high "premium" category.
Drexel, headquartered in Drexel, North Carolina, designs and manufactures wood,
upholstered, motion and occasional furniture for the bedroom, dining room,
living room, family room and home office in the "premium" price category.
Maitland, with its domestic headquarters in High Point, North Carolina, is a
leading designer and manufacturer of "best" and "premium" hand-crafted,
antique-inspired furniture, accessories and lighting, using a wide range of
unique materials. The Acquired Companies will continue their respective
furniture businesses.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
It is impracticable to provide the required financial statements on
the date this report is filed. The Company intends to file such
financial statements as soon as possible, but in any event within 60
days after this report is filed.
(b) Pro forma financial information
It is impracticable to provide the required pro forma financial
information on the date this report is filed. The Company intends to
file such pro forma financial information as soon as practicable, but
in any event within 60 days after this report is filed.
(c) 2. Asset Purchase Agreement, made as of December 4, 2001, by and
among Henredon, Drexel, Maitland, Pacific and LifeStyle and HDM
and the Company
4. Registration Rights Agreement, made and entered into as of
December 28, 2001, by and among the Company, Henredon, Drexel,
Maitland, Pacific and Lifestyle
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Furniture Brands International, Inc.
By: /s/ Steven W. Alstadt
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Steven W. Alstadt
Controller and Chief Accounting Officer
Dated: January 11, 2001