UNITED STATES

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): October 231, 2013

FURNITURE BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)



Delaware	001-00091	43-0337683
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 N. Brentwood, St. Louis, Missouri		63105
(Address of principal executive offices)		(zip code)

(314) 863-1100

(Registrant's telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement~~Information.

As previously disclosed, byon September 9, 2013, Furniture Brands International, Inc. (the “Company”), ~~on September 9, 2013 (the “Petition Date”), the Company~~ and its direct and indirect domestic subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being jointly administered under the caption “In re Furniture Brands International, Inc., et al.”, Case No. 13-12329 ~~(the “Chapter 11 Cases”)~~.

InOn ~~addition~~October 31, ~~as previously disclosed by the Company~~2013, ~~in connection with~~ the ~~filing~~Debtors offiled ~~the~~their ~~Chapter~~monthly 11operating ~~Cases,~~report ~~(i)~~for the ~~Company~~period ~~and certain~~ of ~~its~~September ~~subsidiaries~~10, ~~entered~~2013 ~~into a Senior Secured Super~~-~~Priority~~ ~~Debtor-in-Possession~~September ~~Credit Agreement with OCM FB Holdings CTB~~28, ~~Ltd.,~~2013 ~~an affiliate of Oaktree Capital Group LLC~~ (~~“Oaktree”), as lender (~~the “~~Oaktree~~Monthly ~~DIP~~Operating ~~Financing Agreement~~Report”) ~~and (ii) the Company and certain of its subsidiaries entered into a “stalking horse” Asset Purchase Agreement (the “Oaktree Asset Purchase Agreement”)~~ with ~~certain affiliates of Oaktree (collectively,~~ the ~~“Oaktree~~Bankruptcy ~~Purchasers”),~~Court. The ~~pursuant~~Monthly toOperating ~~which~~Report ~~the~~is ~~Oaktree~~attached ~~Purchasers~~hereto ~~agreed~~as toExhibit ~~purchase~~99.1 ~~substantially~~and ~~all~~is ofincorporated ~~the~~herein ~~assets~~by ~~of the Company except the Company’s “Lane” business~~reference.

OnIn ~~October 2~~addition, ~~2013~~as previously disclosed, the Debtors entered into a ~~new~~ “stalking horse” Asset Purchase Agreement ~~(the “KPS Asset Purchase Agreement”)~~ with certain affiliates of KPS Capital Partners L.P. (~~“KPS”) as set forth in the KPS Asset Purchase Agreement (~~collectively, the “KPS Purchasers”), pursuant to which the KPS Purchasers agreed to purchase substantially all of the assets of the Company, ~~including~~ (the ~~Company’s~~ “~~Lane~~Asset Sale”). The ~~business~~Company ~~(such~~does ~~assets,~~not ~~the~~expect ~~“Assets,”~~to ~~and~~be ~~such~~able ~~transaction,~~to distribute any proceeds from the “Asset Sale”) to shareholders and therefore continues to believe that the shares of its common stock are worthless.

OnCautionary ~~October~~Statement 3,Regarding ~~2013,~~ the ~~Debtors~~Monthly ~~obtained~~Operating the Bankruptcy Court’s approval of the KPS Purchasers as the “stalking horse” bidder in an auction of the Assets under Section 363 of the Bankruptcy Code, which auction is scheduled to take place on December 10, 2013, at 10 A.M. (Eastern Time). As the “stalking horse” bidder, the KPS Purchasers’ offer to purchase the Assets, as set forth in the KPS Asset Purchase Agreement, remains subject to higher and otherwise better offers for the Assets, but that offer will be the standard by which any other bids to purchase the Assets would be evaluated. In connection with the Bankruptcy Court’s approval of the KPS Purchasers as the “stalking horse” bidder, the Oaktree Asset Purchase Agreement was effectively terminated.Report

~~Pursuant~~The Company cautions investors and potential investors not to ~~the~~place ~~terms~~undue ofreliance upon the ~~KPS~~information ~~Asset~~contained ~~Purchase~~in ~~Agreement,~~ the ~~KPS~~Monthly ~~Purchasers~~Operating ~~agreed,~~Report ~~subject~~which towas ~~the~~not ~~terms~~prepared ~~and~~for ~~conditions~~the purpose of providing the ~~KPS~~basis ~~Asset~~for ~~Purchase~~an ~~Agreement,~~investment todecision ~~acquire~~relating ~~the~~to ~~Assets~~any ~~from~~of the ~~Debtors~~securities ~~for~~of ~~approximately~~the ~~$280~~Company. The ~~million,~~Monthly ~~which~~Operating ~~would~~Report beis ~~satisfied~~limited in ~~cash~~scope, ~~and~~covers ~~with~~limited atime ~~“credit~~periods, ~~bid”~~and ~~(as~~has ~~defined~~been ~~within~~prepared solely for the ~~meaning~~purpose of ~~Section~~complying ~~363(k)~~with the monthly reporting requirements of the Bankruptcy ~~Code)~~Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with ~~respect~~U.S. generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws, and is subject to ~~the~~future ~~KPS~~adjustment ~~Lenders’~~and ~~(as~~reconciliation. ~~defined~~There ~~below)~~can ~~portion~~be no assurance that, from the perspective of an investor or potential investor in the Company’s ~~secured~~securities, ~~indebtedness~~the Monthly Operating Report is complete. The ~~KPS~~Monthly ~~Asset~~Operating ~~Purchase~~Report ~~Agreement~~also ~~provides~~contains information for ~~consideration~~periods towhich beare ~~paid~~shorter byand ~~the~~otherwise ~~KPS~~different ~~Purchasers~~from those required in the ~~form~~Company’s ofperiodic ~~assumption~~reports ofpursuant ~~specified~~to ~~liabilities~~the ~~relating~~Securities toExchange ~~the~~Act ~~Assets~~of 1934, ~~including~~as ~~certain~~amended ~~trade~~(the ~~payables~~“Exchange Act”), and ~~specified~~such ~~employee~~information ~~benefits. The~~might ~~consummation~~not be indicative of the ~~Asset~~Company's ~~Sale~~financial iscondition ~~subject~~or tooperating ~~certain~~results ~~customary~~for ~~conditions~~a ~~precedent~~period asthat ~~specified~~would be reflected in the ~~KPS~~Company’s ~~Asset~~financial ~~Purchase~~statements ~~Agreement. The~~or ~~KPS~~in ~~Asset~~its ~~Purchase~~reports ~~Agreement~~pursuant ~~also~~to ~~provides~~the ~~for~~Exchange aAct. Information ~~termination~~set ~~fee~~forth ~~and~~in ~~expense~~the ~~reimbursement~~Monthly ~~payable~~Operating toReport ~~the~~should ~~KPS~~not ~~Purchasers~~be ~~upon~~viewed ~~the~~as ~~occurrence~~indicative of ~~certain~~future ~~events~~results.

~~The~~Cautionary ~~foregoing~~Statement ~~description~~Regarding ofForward-Looking ~~the~~Statements ~~KPS Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the KPS Asset Purchase Agreement filed with the Bankruptcy Court.~~

InThis ~~addition,~~Current Report on ~~October~~Form 2,8-K ~~2013,~~(this ~~the~~“Current ~~Debtors~~Report”) ~~requested~~and ~~Bankruptcy~~Exhibit ~~Court~~99.1 ~~approval~~hereto ofmay ~~debtor~~contain “forward-~~in-possession~~looking ~~financing~~statements” onwithin the ~~terms~~meaning ~~set~~of ~~forth~~the inPrivate ~~that~~Securities ~~certain~~Litigation ~~Senior~~Reform ~~Secured~~Act ~~Super-Priority~~of ~~Debtor~~1995. Forward-~~in-Possession~~looking ~~Credit~~statements ~~Agreement~~are ~~(the~~those ~~“KPS~~involving ~~DIP~~future ~~Financing~~events ~~Agreement”),~~and byfuture ~~and~~results ~~among~~that ~~the~~are ~~Company,~~based ~~Broyhill~~on ~~Furniture~~current ~~Industries~~expectations, ~~Inc.~~estimates, ~~HDM~~forecasts, ~~Furniture~~and ~~Industries,~~projections ~~Inc.,~~as ~~Lane~~well ~~Furniture~~as ~~Industries,~~the ~~Inc.,~~current ~~Maitland-Smith~~beliefs ~~Furniture~~and ~~Industries,~~assumptions ~~Inc~~of the Company’s management. ~~and~~Words ~~Thomasville~~such ~~Furniture~~as ~~Industries~~“guidance”, ~~Inc.~~“outlook”, as“believes”, ~~borrowers~~“expects”, ~~(collectively~~“appears”, ~~the~~“may”, “~~Borrowers~~will”), ~~certain~~“should”, ~~affiliates~~“intend”, of“target”, ~~KPS~~“projects”, as“estimates”, ~~lenders~~“plans”, as“forecast”, ~~set~~“is ~~forth~~likely into”, “anticipates”, or the ~~KPS~~negative ~~DIP~~thereof ~~Financing~~or ~~Agreement~~comparable ~~(collectively~~terminology, ~~the~~are ~~“KPS~~intended ~~Lenders”),~~to ~~and~~identify such ~~other~~forward ~~lenders~~looking ~~from~~statements. ~~time~~Any tostatement ~~time~~that ~~party~~is ~~thereto~~not a historical fact and ~~Bank~~other estimates, projections, future trends and the outcome of ~~America~~events that have not yet occurred referenced in this Current Report, Nis a forward-looking statement.A. Forward-looking statements are only predictions and are subject to risks, asuncertainties ~~agent~~and assumptions that are difficult to predict. ~~The~~ ~~KPS~~Therefore ~~DIP~~actual ~~Financing~~results ~~Agreement~~may ~~provides~~differ ~~for~~materially ~~senior~~and ~~secured~~adversely ~~superpriority~~from ~~debtor-~~those expressed in any forward-~~possession~~looking ~~financing~~statements. ~~facilities~~Factors ~~(the~~that ~~“KPS~~might ~~DIP~~cause ~~Financing”)~~or incontribute anto ~~aggregate~~such differences include, but are not limited to, factors discussed under the section entitled

~~amount~~“Risk ofFactors” upin tothe ~~approximately~~Company’s ~~$190~~reports ~~million,~~filed ~~consisting~~with ofthe ~~(i)~~Securities anand ~~approximate~~Exchange ~~$140~~Commission, ~~million~~the ~~term~~ability ~~loan~~to ~~commitment~~consummate ~~with~~ a ~~single~~transaction ~~term~~with ~~loan~~the ~~advance~~KPS toPurchasers beor ~~used~~another tobidder ~~repay~~ in ~~full~~the ~~all~~Bankruptcy ~~amounts~~Court-supervised ~~outstanding~~auction process under Section 363 of the ~~Oaktree~~Bankruptcy ~~DIP~~Code ~~Financing~~and ~~Agreement~~the aschallenges ~~well~~and asrisks ~~all~~associated ~~amounts~~with ~~outstanding~~operating ~~under~~and managing the ~~Debtors’~~business ~~prepetition~~under ~~term~~Chapter ~~loan,~~11 ~~and~~protection. ~~(ii)~~Many aof ~~$50~~such ~~million~~factors ~~revolving~~relate ~~commitment~~ to beevents ~~used~~and ~~for~~circumstances ~~(x)~~that ~~ongoing~~are ~~debtor-in-possession~~beyond ~~working~~the ~~capital~~Company’s ~~purposes~~control. asYou ~~approved~~should innot aplace ~~budget~~undue ~~acceptable~~reliance toon ~~KPS~~forward-looking ~~and~~statements. ~~(y)~~The Company does not assume any obligation to update the ~~payment~~information ofcontained ~~fees~~in ~~and~~this ~~expenses~~Current Report.

~~Pursuant~~ITEM to an order of the Bankruptcy Court, dated October 3, 2013, the Borrowers were authorized, on an interim basis, to enter into the KPS DIP Financing Agreement and draw upon the full amount made available thereunder9. In01. ~~connection~~FINANCIAL ~~with~~STATEMENTS ~~the~~AND ~~repayment of all borrowings under the Oaktree DIP Financing Agreement, the Oaktree DIP Financing Agreement was terminated~~EXHIBITS.

The maturity date of the loans made under the KPS DIP Financing is the earliest to occur of: (i) the date of the closing of the Asset Sale, (ii) 150 days from the Petition Date and (iii) the occurrence of an event of default under the KPS DIP Financing Agreement.

The outstanding principal on the loans under the DIP Financing will bear interest at a rate of 3.0% per annum, all of which is payable in kind. The KPS DIP Financing is subject to certain customary covenants and events of default as set forth in the KPS DIP Financing Agreement.

Pursuant to the terms of the KPS DIP Financing Agreement, the domestic subsidiaries of the Borrowers (the “Guarantors,” and, together with the Borrowers, the “Credit Parties”) will guarantee the obligations of the Borrowers under the KPS DIP Financing. Subject to certain exceptions, the KPS DIP Financing will be secured by a first priority perfected priming security interest in all of the assets of each Credit Party. The security interests and liens are subject only to certain carve-outs and certain permitted liens, as set forth in the KPS DIP Financing Agreement.

The foregoing description of the KPS DIP Financing Agreement does not purport to be complete and is qualified in its entirety by reference to the KPS DIP Financing Agreement filed with the Bankruptcy Court.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K (this “Form 8-K”) regarding the KPS DIP Financing is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 3, 2013, the Company issued a press release announcing, among other things, the Company’s entry into the KPS Asset Purchase Agreement and the KPS DIP Financing. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Based on the current “stalking horse” bid by the KPS Purchasers, the Company does not expect to be able to distribute any proceeds from the Asset Sale to shareholders and therefore believes that the shares of its common stock are worthless.

Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at http://dm.epiq11.com/FBN.

The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-

K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits.

Exhibit No. Description

99.1 ~~Press~~Monthly ~~release~~Operating ofReport ~~Furniture~~filed ~~Brands~~with ~~International,~~the ~~Inc.~~United ~~dated~~States ~~October~~Bankruptcy 3,Court ~~2013~~for the District of Delaware.

SIGNATURES

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 hereunto duly authorized.

Dated: ~~October~~November 85, 2013



	Furniture Brands International, Inc.
	(Registrant)

	By:	/s/ Meredith M. Graham
	Name:	Meredith M. Graham
	Title:	Chief Administrative Officer, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit No. Description

Filing Compare · FBI WIND DOWN, INC.