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Sun Capital Says Count Shows Gain of 3 Furniture Brands Seats
May 1, 2008, 10:48 pm
Filed under: Brands, Capital, Furniture | Tags: , , , , , , , ,

Private-equity firm Sun Capital LLC said all three of its nominees to Furniture Brands International Inc.’s board were elected “by a substantial margin,” based on an estimate by its proxy solicitor.

“The election of Sun Capital’s nominees is a victory for all Furniture Brands shareholders,” Jason Bernzweig, vice president for Sun Capital, said in a prepared statement.

Certification of the final results by the independent inspectors of the elections is expected to be completed by May 20, Furniture Brands has said. A spokesman for the St. Louis-based retailer wouldn’t officially comment on the vote but did acknowledge the company sees the same preliminary vote tally as Sun Capital.

Sun Capital is Furniture Brands’ second-largest investor with a 9.5% stake. After making an offer in February to buy the company and calling for more aggressive turnaround efforts, Sun Capital launched a proxy contest to nominate three directors to the eight-member board.

Sun Capital nominee Alan Schwartz is a Yale law school professor; Ira Kaplan is a former chief financial officer of Claire’s Stores Inc.; and T. Scott King is a Sun Capital managing director.

The firm sought to defeat company nominees Katherine Button Bell, Albert E. Suter and Richard B. Loynd. Furniture Brands later said Mr. Loynd, its former chairman and chief executive, would retire from the board. Its incumbent directors have served between four and 21 years with the exception of Chief Executive Ralph Scozzafava, who joined the company last year.

Activist investors increasingly penetrate boardrooms without a fight — or at least without a shareholder vote. According to data tracker FactSet SharkWatch, 30 U.S. companies ceded seats to dissidents without proxy fights in the first quarter, up from 23 a year earlier and nine in 2006. Among companies formally targeted by activist investors, fewer take the matter to a shareholder vote: 32% last year, down from 61% in 2001.

Sun Capital initially took a 5% stake in Furniture Brands last year through a fund that makes minority investments in turnaround plays. Furniture Brands said it lacked sufficient information to evaluate Sun’s verbal offer to acquire the company for $13 to $15 a share and a separate acquisition proposal from its largest shareholder, Samson Holding Ltd., in 2007. Both suitors believe the company’s refusal to provide due diligence and details of a turnaround plan and long-term goals hurt efforts to negotiate an offer shareholders would approve.

Furniture Brands has struggled since 2002 amid a flood of cheaper imports, company missteps and, more recently, a weakening economy. It went from 2003 net income of $94.6 million to a net loss of $45.6 million in 2007. Sales fell almost 12% in 2007 alone to $2.08 billion.

Shares in recent years have lagged behind peers and the broader markets. They slid from an all-time high of $42.30 in 2002 to a 12-year low of $6.82 on Jan. 16. But the stock has more than doubled since then, recently trading at around $14. While Furniture Brands points to the recent increase as evidence investors see traction in the turnaround, Sun Capital and many analysts and investors say gains are more likely tied to hopes the manufacturer will be bought or nudged into a faster turnaround.

Three of four major proxy advisory services, which can influence the votes by mutual-fund investors, back at least two of Sun’s nominees. Proxy Governance Inc. urged investors to support the company slate, while Egan-Jones Proxy Services and RiskMetrics’s ISS Governance Services recommend supporting the dissident nominees. Glass Lewis & Co. supports two Sun nominees — Messrs. King and Schwartz — but raised corporate governance concerns in opposing Kaplan.

Furniture Brands has repeatedly urged shareholders to support its own nominees, citing its cash and debt position, improved first-quarter results and its succession plan that was initiated when Mr. Scozzafava joined the company last June.

The company elected Mr. Scozzafava as chairman Wednesday as part of that succession plan, replacing W.G. Holliman. The board also named Aubrey Patterson as its lead director to replace the retiring Mr. Loynd.

Also Wednesday, Furniture Brands reported its first-quarter earnings continuing operations improved to eight cents from three cents a year earlier, topping analysts’ expectations.

At the end of last year, Furniture Brands announced plans to close eight company-operated stores as part of its strategy to realign its retail distribution system. The company has also said it plans to expand its network of single-branded Thomasville and Drexel Heritage stores, while the Broyhill and Lane brands will focus distribution in traditional furniture retailers and mass merchants.

In March, Furniture Brands completed the sale of its HBF business furniture unit for $75 million, in a move to focus exclusively on the home furnishings industry.

Write to Lauren Pollock at lauren.pollock@dowjones.com and Mary Ellen Lloyd at maryellen.lloyd@dowjones.com


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