SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(b), (c) and (d) and Amendments Thereto
Filed Pursuant to Rule 13d-2(b)
(AMENDMENT NO. 2)
FURNITURE BRANDS INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
360921 10 0
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-l(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act.
Page 2 of 5
CUSIP No. 360921 10 0
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1 NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Masco Corporation
38-1794485
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: 4,000,000
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6 SHARED VOTING POWER 0
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7 SOLE DISPOSITIVE POWER 4,000,000
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8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
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Page 3 OF 5
CUSIP No. 360921 10 0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 4 of 5
ITEM 1(A). NAME OF ISSUER:
Furniture Brands International, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
101 South Hanley Road 19th Floor St. Louis, MO 63105
ITEM 2(A). NAMES OF PERSON FILING:
Masco Corporation
ITEM 2(B). ADDRESSES OF PRINCIPAL BUSINESS OFFICE:
21001 Van Born Road
Taylor, MI 48180
ITEM 2(C). CITIZENSHIP:
Delaware
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
360921 10 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C):
Not Applicable
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned: 4,000,000
(b) Percent of Class: 7.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 4,000,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 4,000,000
(iv) shared power to dispose or to direct the disposition of: 0
Page 5 of 5
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2004 MASCO CORPORATION
By: /s/Timothy Wadhams
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Timothy Wadhams
Senior Vice President
and Chief Financial Officer