Furniture Brands International – A Company History from Footwear to Furniture.


Furniture Brands International, the largest furniture manufacturer in the United States was once the largest footwear manufacturer in the United States called the International Shoe Company.


The Founding of International Shoe Company


Roberts, Johnson & Rand Shoe Company was a footwear jobber organized in St. Louis in 1898 by Jackson Johnson, Oscar Johnson, Edgar E. Rand and John C. Roberts. Peters Shoe Company, originally formed in 1836 and organized under Missouri law in 1891 by Henry W. Peters, was engaged in manufacturing and wholesaling footwear. These two companies had been competitors, but their policies, ideals and business standards were so closely allied that they were drawn together by a wholesome mutual respect. Without submerging the individuality of either company, the two companies were merged in 1911 to form International Shoe Company under the laws of Missouri. In 1912, International Shoe Company purchased Friedman-Shelby Shoe Company, another St. Louis-based shoe manufacturer. It, too, became part of International Shoe Company without loss of identity and individuality.


On March 16, 1921, International Shoe Company was incorporated in Delaware as the successor to the Missouri corporation of like name. The stockholders of the 1911 Missouri corporation exchanged their stock for stock in the 1921 Delaware corporation. This is the corporation which exists today.


International Shoe Company was once the largest footwear manufacturer in the country, with such recognizable brand names as Red Goose and Poll Parrot. In 1953, International Shoe acquired substantially all of the common stock of Florsheim Shoe Company. This represented an investment of $24,980,246. A year later, the company acquired all of the common stock of Savage Shoes Ltd. of Canada. By 1961, the company’s 50th anniversary year, the company had grown to $294 million in sales, had 91 footwear manufacturing facilities, tanneries and warehouses in the United States and employed over 33,000 persons. The company's presence in St. Louis helped to identify that city as the home of “Shoes, Booze and Blues.”

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Diversification through Acquisition


In January 1962. Maurice R. “Dude” Chambers became President and Chief Executive Officer of International Shoe. In 1964, under the leadership of Dude Chambers, International Shoe began to diversify into areas other than footwear manufacture — making strategic acquisitions in the general retail and apparel manufacturing areas. In April 1964, the company acquired P.N. Hirsch & Co., an operator of junior department stores in the Midwest, and in December 1964 the company acquired Cowden Manufacturing Company of Lexington, Kentucky, a manufacturer of men's and boy's clothing.

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INTERCO INCORPORATED


This diversification led, in 1966, to the change in the company's name to INTERCO INCORPORATED, a broader title that more appropriately identified the new corporate image. International Shoe Company was made a division of INTERCO.


Throughout the balance of the 1960's and 1970's, INTERCO continued to make strategic acquisitions. the company acquired Central Hardware Company (1966), Shainberg Stores (1967), Campus Sweater & Sportswear Company (1968), Fine's Men's Shops, Incorporated (1969), The Biltwell Company, Inc. (1969), Eagle Family Discount Stores (1970), Golde's Department Stores (1971), Big Yank Corporation (1972), Standard Sportswear (1972), Devon Apparel (1974), United Shirt Distributors (1974), College-Town (1974), Sidney Gould Co. (1975), Queen Casuals (1976), Londontown Corporation (1976), Stuffed Shirt/Stuffed Jeans (1976), Sky City Stores (1977), International Hat Company (1978) and Albert's, Inc. (1978). In the meantime, in 1976, Dude Chambers had stepped down from active management of the company and was replaced by William L. Edwards, Jr., as Chairman of the Board and Chief Executive Officer.


In early 1980, INTERCO made its first acquisition in the furniture business, acquiring Ethan Allen Inc. This was followed later in the year by the acquisition of Broyhill Furniture Industries, Inc. In June 1981, Bill Edwards died suddenly and was replaced as Chairman and Chief Executive Officer by John K. Riedy. Harvey Saligman became President and Chief Operating Officer at that time as well.

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Asset Redeployment


In 1984, INTERCO’s management undertook an asset redeployment program involving the sale or liquidation of under-performing companies and facilities, and intended to improve overall performance by concentrating on areas offering higher growth opportunities and improved profitability. As a part of this program, the company sold or liquidated several companies in the general retail and apparel manufacturing areas. Finally in 1987, in the face of the continuing decline in domestic footwear manufacturing, the International Shoe Company division itself ceased operations and its remaining assets were liquidated in the Florsheim operations. The diversification of the company into different areas had enabled the company to continue to grow despite the closing of the footwear operations that had been the company's start.


Nevertheless, the company continued to engage in strategic acquisitions. Abe Schrader Corporation was acquired in 1984, Converse was acquired in 1986 and The Lane Company was acquired in 1987.


By 1988, INTERCO had grown to $3.3 billion in sales and had 23 primary operating companies in the areas of apparel manufacturing, general retail merchandising, footwear manufacturing and furniture and home furnishings. The company employed over 54,000 persons, had 123 manufacturing facilities, 38 distribution centers and over 1,000 retail locations.

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The Tender Offer by Cardinal Acquisition


In July 1988, Cardinal Acquisition Corp. based in Washington, D.C. commenced a tender offer for all of the company's outstanding common shares. INTERCO’s board rejected the offer as inadequate and opted instead to continue with its asset redeployment program on an accelerated basis. To that end, the company took on significant leverage, paid out substantial dividends to its shareholders in the form of cash, debentures, warrants and preferred stock, with the expressed intent of selling or liquidating operating companies in order to reduce that debt. Cardinal Acquisition formally withdrew its tender offer in November 1988.

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The Restructuring and Chapter 11 Reorganization


During the period 1988 through the end of 1990, INTERCO sold many of its operating companies, including Londontown Corporation, The Biltwell Company, Big Yank Corporation, Central Hardware Company, Ethan Allen Inc., Golde’s Department Stores, Fine’s Men’s Shops and Stuffed Shirt, Inc. However, the sales and liquidations did not generate the anticipated levels of cash, and the company was unable to service its heavy debt burden. In 1990, the company entered into extensive negotiations with its various creditor groups in an effort to achieve a voluntary reorganization of its debt. Those discussions were ultimately unsuccessful, and the company filed a voluntary petition in Chapter 11 in January 1991.


After a brief 18 months in Chapter 11, the company emerged with a Plan of Reorganization calling for payment of 100% to all secured creditors and 100% to all trade creditors. Shareholders who had also become debenture holders at the time of the 1988 dividends (and who had already received significant cash dividends) received additional distributions of cash, new shares of common stock, and warrants to purchase common stock.


In the course of the Chapter 11 proceeding, Apollo Partners purchased much of the Company's secured debt, and, upon a distribution of equity to the secured debt holders, became the owner of approximately 67% of the Company's common stock. Representatives of Apollo filled a majority of the seats on the Company's new board of directors.

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A Focus On Furniture


In 1989, Richard B. Loynd had become Chairman and Chief Executive Officer of the Company. It was under his leadership that the company engaged in its negotiations to restructure its debt, and ultimately emerged from the Chapter 11 proceeding with a stronger balance sheet and a new focus on growth. In 1992, INTERCO had four primary operating companies: Florsheim and Converse in footwear manufacturing, and Broyhill and Lane in furniture manufacturing. In an effort to more clearly define the company's focus, in 1994 INTERCO spun off to its shareholders all of its interest in Florsheim and Converse, ending nearly 160 years in the footwear manufacturing business.


In late 1995 INTERCO acquired Thomasville Furniture Industries, Inc. In March 1996, in recognition of its new focus and its new status as a leader in the furniture industry, the company changed its name to Furniture Brands International, Inc. In June 1997, under the leadership of its new Chief Executive Officer, Mickey Holliman, Furniture Brands completed a stock repurchase and secondary offering on behalf of the Apollo group, thus liquidating Apollo's ownership interest and causing the company to become once again a broadly traded public company. At the same time, all Apollo representatives resigned from the board of directors.


The company’s next major acquisition was the purchase of Henredon Furniture Industries, Drexel Heritage Furniture Industries, and Maitland-Smith Furniture Industries as of the last business day of 2001. These companies provided the company with a dominant presence in the high end of the furniture marketplace, and broadened the company’s offerings to include furniture at all price points.

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Furniture Brands International Today


Furniture Brands is now established as the largest residential furniture manufacturer in the country with six of the industry’s most recognizable brand names, positive recommendations from leading industry analysts, and bright prospects for continued future growth. As the company pursues opportunities in offshore sourcing and strengthens its dedicated distribution — particularly single-branded stores — Furniture Brands is transforming itself from a mere furniture manufacturer to a branded consumer products company, with a heightened focus on its brand names and on its direct relationships with the furniture consumer.

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