UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant to ~~SECTION~~ Section 13 OR 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~The ~~ACT~~Securities OFExchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): ~~December~~ 2July 14, ~~2013~~2014

FBI ~~WIND~~Wind ~~DOWN~~Down, ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	~~001-00091~~	43001-~~0337683~~00091	43-0337683
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification No.~~Number)	(IRS Employer Identification No.)
1 N. Brentwood, St. Louis, Missouri		63105
(Address of principal executive offices)		(zip code)

~~(314)~~1 ~~863-1100~~N. Brentwood

~~(Registrant's~~St. ~~telephone number~~Louis, ~~including~~Missouri ~~area~~63105 ~~code)~~

~~FURNITURE~~(Address ~~BRANDS~~of ~~INTERNATIONAL,~~principal ~~INC.~~executive offices) (Zip Code)

Registrant’s telephone number, including area code: (314) 863-1100

N/A

(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 (see General Instruction A.2.):

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 81.0103 ~~Other~~Bankruptcy ~~Information.~~or Receivership.

AsConfirmation previously disclosed by FBI Wind Down, Inc., formerly known as Furniture Brands International, Inc. (the “Company”), on September 9, 2013, 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~~Plan ~~(the “Bankruptcy Court”) seeking relief under Chapter 11~~ of ~~Title~~Liquidation 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being jointly administered under the caption “In re FBI Wind Down, Inc., et al.”, Case No. 13-12329 (the “Chapter 11 Cases”).

OnAs ~~December~~previously 2disclosed by FBI Wind Down, Inc., formerly known as Furniture Brands International, Inc. (the “Company”), on September 9, 2013, the Company and its direct and indirect domestic subsidiaries (collectively, the “Debtors”) filed ~~their~~voluntary ~~monthly~~petitions ~~operating~~in ~~report~~the United States Bankruptcy Court for the ~~period~~District of ~~September~~Delaware ~~29,~~(the “Bankruptcy ~~2013~~Court”) -seeking ~~October~~relief ~~26,~~under ~~2013~~Chapter ~~(the~~11 ~~“Monthly~~of ~~Operating~~Title ~~Report”)~~11 ~~with~~of the ~~Bankruptcy~~United ~~Court~~States Code. The ~~Monthly~~Chapter ~~Operating~~11 ~~Report~~cases isare ~~attached~~being ~~hereto~~jointly asadministered ~~Exhibit~~under 99the caption “In re FBI Wind Down, Inc.1, ~~and~~et isal.”, ~~incorporated~~Case No. 13-12329. ~~herein~~In byaddition, ~~reference~~as previously disclosed, on November 25, 2013, the Debtors completed the sale of substantially all of their assets to certain affiliates of KPS Capital Partners L.P.

InOn ~~addition~~July 14, as2014, ~~previously~~the ~~disclosed~~Bankruptcy byCourt ~~the~~entered ~~Company,~~an onorder ~~October~~(the 2,“Confirmation ~~2013,~~Order”) confirming the Debtors’ ~~entered~~Second Amended ~~into~~Joint aPlan ~~“stalking~~of ~~horse”~~Liquidation ~~Asset~~as ~~Purchase~~filed ~~Agreement~~with (the ~~“KPS~~Bankruptcy ~~Asset~~Court ~~Purchase~~on ~~Agreement~~July 9, 2014 (the “Plan”). ~~with~~The ~~certain~~effective ~~affiliates~~date of ~~KPS~~the ~~Capital~~Plan ~~Partners~~(the ~~L.P.~~“Effective asDate”) ~~set~~has ~~forth~~yet into ~~the~~be ~~KPS~~determined. ~~Asset~~A ~~Purchase~~copy ~~Agreement~~of ~~(collectively,~~ the ~~“KPS Purchasers”)~~Plan, ~~pursuant~~as confirmed toby ~~which~~ the ~~KPS~~Bankruptcy ~~Purchasers~~Court, ~~agreed~~and tothe ~~purchase~~Confirmation ~~substantially~~Order ~~all~~are ofattached ~~the~~hereto ~~assets~~as ofExhibits ~~the~~2.1 ~~Company~~and ~~(such assets~~2.2, ~~the “Assets~~respectively,” and ~~such~~are ~~transaction,~~incorporated ~~the~~herein ~~“Asset~~by ~~Sale”)~~reference.

OnPURSUANT ~~November~~TO ~~25,~~THE ~~2013,~~TERMS ~~the~~OF ~~Company~~THE ~~completed the Asset Sale. The Asset Sale was conducted pursuant to the provisions of Sections 105~~PLAN, ~~363~~ALL ~~and~~OF ~~365~~THE ofCOMPANY’S ~~the~~EXISTING ~~Bankruptcy~~EQUITY ~~Code and was effected pursuant to the previously disclosed KPS Asset Purchase Agreement~~INTERESTS, asCONSISTING ~~amended.~~OF InAUTHORIZED ~~consideration~~AND ~~for~~OUTSTANDING ~~the~~SHARES ~~sale~~OF COMMON ~~of the Assets~~STOCK, ~~the~~WILL ~~Company~~BE ~~received~~DEEMED ~~total~~CANCELLED ~~consideration~~UPON ofTHE ~~approximately~~EFFECTIVE ~~$280~~DATE,~~000,000,~~ ~~which~~AND ~~was~~THE ~~satisfied by cash and a “credit bid” (as defined within the meaning of Section 363(k) of the Bankruptcy Code) of amounts owed under the Company~~COMPANY’sS ~~postpetition~~SHAREHOLDERS ~~secured~~WILL ~~credit~~NOT ~~agreement.~~RECEIVE InOR ~~addition,~~RETAIN ~~the~~ANY ~~KPS~~DISTRIBUTION ~~Purchasers~~OR ~~assumed~~OTHER ~~specified~~PROPERTY ~~liabilities~~ON asACCOUNT ~~set~~OF ~~forth~~THEIR ~~in the Asset Purchase Agreement~~SHARES. ~~The~~AS ~~Company~~OF ~~does~~THE ~~not~~DATE ~~expect~~OF toTHE beCONFIRMATION ~~able~~ORDER, toTHERE ~~distribute~~WERE 7,940,054 ~~any~~SHARES ~~proceeds~~OF ~~from~~THE ~~the~~COMPANY’S ~~Asset~~COMMON ~~Sale~~STOCK ~~to shareholders and therefore continues to believe that the shares of its common stock are worthless~~OUTSTANDING.

~~Cautionary~~Summary ~~Statement~~of ~~Regarding~~Plan ~~the Monthly Operating Report~~

The ~~Company~~following ~~cautions~~is ~~investors~~a ~~and~~summary ~~potential investors not to place undue reliance upon the information contained in the Monthly Operating Report which was not prepared for the purpose~~ of ~~providing~~ the ~~basis~~material ~~for~~terms ~~an investment decision relating to any~~ of the ~~securities of the Company. The Monthly Operating Report is limited in scope~~Plan, ~~covers~~as ~~limited~~confirmed ~~time~~by ~~periods, and has been prepared solely for~~ the ~~purpose of complying with the monthly reporting requirements of the~~ Bankruptcy Court. ~~The~~ ~~Monthly~~This ~~Operating~~summary ~~Report~~is ~~was~~qualified ~~not audited or reviewed by independent accountants, was not prepared~~ in ~~accordance~~its ~~with U.S. generally accepted accounting principles, is in a format prescribed~~ entirety by ~~applicable~~reference ~~bankruptcy laws, and is subject~~ to ~~future adjustment and reconciliation. There can be no assurance that, from~~ the ~~perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete~~Plan. ~~The~~ ~~Monthly~~Capitalized ~~Operating~~terms ~~Report~~used ~~also~~but contains information for periods which are shorter and otherwise different from those required in the Company’s periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not bedefined ~~indicative~~herein ofshall ~~the~~have ~~Company's financial condition or operating results for a period that would be reflected in~~ the ~~Company’s~~meanings ~~financial statements or in its reports pursuant to the Exchange Act. Information~~ set forth in the ~~Monthly Operating Report should not be viewed as indicative of future results~~Plan.

~~Cautionary~~The ~~Statement~~Plan ~~Regarding~~provides for ~~Forward-Looking~~the ~~Statements~~appointment of a Liquidating Trustee to administer the Plan and the Liquidating Trust. The Liquidating Trustee will also serve as a representative of the Debtors’ estates (the “Estates”) for the purpose of enforcing causes of action belonging to the Estates. In addition, among other things, the Liquidating Trustee will (i) administer, and make all payments required pursuant to, the settlements by and among the Debtors, the Pension Benefit Guaranty Corporation and the Creditors’ Committee, as set forth in the previously disclosed settlement agreement dated March 31, 2014 among such parties and (ii) take such actions as are necessary and reasonable to carry out the purposes of the Liquidating Trust, including winding down the Debtors’ business affairs.

~~This~~Other ~~Current~~than ~~Report~~Administrative onExpense Form 8-K (this “Current Report”) and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectationsClaims, ~~estimates,~~Adequate Protection ~~forecasts,~~Claims and ~~projections~~Priority asTax ~~well as the current beliefs and assumptions of the Company’s management. Words such as “guidance”~~Claims, “outlook”, “believes”, “expects”, “appears”, “may”, “will”, “should”, “intend”, “target”, “projects”, “estimates”, “plans”, “forecast”, “is likely to”, “anticipates”, or the ~~negative~~claims ~~thereof or comparable terminology, are intended to identify such forward looking statements. Any statement that is not a historical fact~~ and ~~other~~interests ~~estimates, projections, future trends and the outcome of events that have not yet occurred referenced~~ in this Current Report, is a forward-looking statement. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, factors discussed under the ~~section~~Debtors entitled “Risk Factors” in the Company’s reports filed with the Securities and Exchange Commission and the challenges and risks associated with operating and managing the business under Chapter 11 protection. Many of such factors relate to events and circumstances that are ~~beyond~~divided ~~the~~into ~~Company’s~~17 ~~control~~classes. ~~You should not place undue reliance on forward-looking statements.~~ The ~~Company~~Plan ~~does~~generally ~~not assume any obligation to update the information contained in this Current Report.~~

~~ITEM~~ provides 9for payment in full, in cash, to holders of Allowed Class 1 Priority Non-Tax Claims and Allowed Class 2 Secured Tax Claims.01 Holders of Allowed Class 3 Other Secured Claims are generally entitled to either cash or the collateral securing such claims, in all cases in full satisfaction of any such claims. ~~FINANCIAL~~Holders ~~STATEMENTS~~of ~~AND~~Allowed ~~EXHIBITS~~Classes 4A-4F General Unsecured Claims are generally entitled to distributions of their pro rata share of the applicable Debtors’ net distributable assets, as described in the Plan. The Plan generally provides that each holder of Allowed Classes 5A-5F Convenience Claims is entitled to receive cash in an amount equal to a specified percentage of the amount of such holder’s claims. Holders of Class 6 Subordinated Securities Claims and Class 7 Equity Interests in Debtors will not receive or retain any property under the Plan on account of such claims.

Item 3.03

Material Modification to Rights of Security Holders.

Pursuant to the Plan, all equity interests in the Company (including outstanding shares of common stock, options, warrants or contractual or other rights to acquire any equity interests of the Company) will be deemed cancelled on the Effective Date.

Following the Effective Date, the Company intends to file a Form 15 with the Securities and Exchange Commission to terminate and suspend the reporting requirements related to its common stock under the Securities Exchange Act of 1934, as amended.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No. Description


Exhibit No.		Description

2.1		Second Amended Joint Plan of Liquidation of FBI Wind Down, Inc. and its Subsidiaries Under Chapter 11 of the Bankruptcy Code

2.2		Confirmation Order

99.1 Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 5, 2013

FBI Wind Down, Inc. (Registrant) By: /s/ Meredith M. Graham Name: Meredith M. Graham Title: Chief Administrative Officer

EXHIBIT INDEX

Exhibit No. Description


Exhibit No.		Description

2.1		Second Amended Joint Plan of Liquidation of FBI Wind Down, Inc. and its Subsidiaries Under Chapter 11 of the Bankruptcy Code

2.2		Confirmation Order

99.1 Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.

FBI Wind Down, Inc.

July 18, 2014

/s/ Meredith M. Graham

Meredith M. Graham

Chief Administrative Officer

Filing Compare · FBI WIND DOWN, INC.