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Sun gets 3 on FBI board

Shareholders oust longtime directors

By Larry Thomas -- Furniture Today, May 25, 2008

St. Louis — Furniture Brands International confirmed last week that three people nominated by stockholder Sun Capital Partners won a contentious proxy contest for seats on the company's eight-member board of directors.

The three Sun Capital nominees ousted longtime FBI directors Katherine Bell, Richard Loynd and Albert Suter in proxy voting that concluded at the company's annual meeting on May 1.

The new Sun Capital-backed board members are Alan Schwartz, a professor at Yale Law School; Ira Kaplan, the recently retired chief financial officer of retailer Claire's Stores; and T. Scott King, managing director of Sun Capital.

Furniture Brands didn't disclose vote totals, but said Chairman and CEO Ralph Scozzafava received the highest number of stockholder votes. Other directors re-elected were Aubrey Patterson, Bobby Martin, John Jordan and Mickey Holliman, who recently stepped down as chairman.

"The addition of three new members to our board of directors gives us a chance to gain fresh insights into how we are approaching our business and evaluating new opportunities," said Scozzafava.

"I know that we all look forward to working together to bring increased value to all Furniture Brands stockholders."

In the weeks leading up to the annual meeting, Sun Capital sent several letters to FBI stockholders that were critical of a restructuring plan the company announced last fall.

The group, which owns 9.45% of FBI's shares, also criticized the board for not acting on a pair of merger proposals.

For its part, FBI maintained that having Sun Capital representatives on the board would create a conflict of interest since the investment firm owns several manufacturers and importers that compete with FBI companies.

The investment firm has controlling interest in Berkline/BenchCraft, Powell, Lexington Home Brands and Rowe.

In recent years, Sun Capital also has owned several major retailers, including Wickes and Nationwide Mattress and Furniture Warehouse, both of which are being liquidated.

In its first-quarter earnings report, FBI disclosed it spent $587,000 in connection with the proxy contest, while Sun Capital said in an April 15 filing with the Securities and Exchange Commission that it expected to spend $1.05 million.

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Sun nominees prevail in FBI proxy contest

May 21, 2008

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