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): August 12, 2002
(August 12, 2002)
Furniture Brands International, Inc.
(Exact name of Registrant as specified in charter)
Delaware I-91 43-0337683
- ------------------------- ------------- --------------------------
(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
101 South Hanley Road, St. Louis, Missouri 63105
(Address of principal executive offices)
(314) 863-1100
(Registrant's telephone number)
Item 5. Other Information
On August 12, 2002, the Company mailed to the Securities and Exchange
Commission for filing on August 13, 2002 Statements Under Oath of the Principal
Executive Officer of the Company, W. G. Holliman, and Principal Financial
Officer of the Company, David P. Howard, Regarding Facts and Circumstances
Relating to Exchange Act Filings. The Statements Under Oath are being filed
pursuant to the Order Requiring the Filing of Sworn Statements Pursuant to
Section 21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460, June
27, 2002).
Item 7. Financial Statements and Exhibits
(c) Exhibit
99.1 Statement Under Oath of W.G. Holliman, Principal Executive
Officer, Regarding Facts and Circumstances Relating To Exchange
Act Filings.
99.2 Statement Under Oath of David P. Howard, Principal Financial
Officer, Regarding facts and Circumstances Relating To Exchange
Act Filings.
SIGNATURE
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/Lynn Chipperfield
----------------------------------------
Lynn Chipperfield
Senior Vice President and
Chief Administrative Officer
Dated: August 12, 2002
<page>
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS
I, W. G. Holliman, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Furniture Brands International, Inc. and, except as
corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report(or in the
case of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report(or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001 of Furniture Brands International, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Furniture Brands International,
Inc. filed with the Commission subsequent to the filing of the
Form 10-K identified above; and
o any amendments to any of the foregoing.
s/ W. G. Holliman Subscribed and sworn to before
- -------------------- me this 12th day of August, 2002
Name: W. G. Holliman
Date: August 12, 2002
/s/ Linda McKinney
-----------------------------------
Notary Public
My Commission Expires:
May 15, 2005
<page>
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS
I, David P. Howard, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Furniture Brands International, Inc. and, except as
corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report(or in the
case of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report(or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001 of Furniture Brands International, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Furniture Brands International,
Inc. filed with the Commission subsequent to the filing of the
Form 10-K identified above; and
o any amendments to any of the foregoing.
s/ David P. Howard Subscribed and sworn to before
- ------------------------ me this 12th day of August, 2002
Name: David P. Howard
Date: August 12, 2002
/s/ Robert Lee Kaintz
-----------------------------
Notary Public
My Commission Expires:
August 22, 2002