LA Z BOY CHAIR CO
SC 13G/A, 1996-02-14
HOUSEHOLD FURNITURE
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C 20549


                                     SCHEDULE 13G


                      Under the Securities Exchange Act of 1934


                               (Amendment No. __1__)*


                                La-Z-Boy Chair Company
          -----------------------------------------------------------------
                                   (Name of Issuer)

                                       Common
          -----------------------------------------------------------------
                            (Title of Class of Securities)

                                       50533610
                          ----------------------------------
                                    (CUSIP Number)



     Check  the following box if a  fee is being paid  with this statement /__/.
     (A  fee is  not required  only if  the filing  person: (1)  has a  previous
     statement on file  reporting beneficial ownership of more than five percent
     of  the class  of securities  described in  Item 1;  and  (2) has  filed no
     amendment  subsequent  thereto  reporting  beneficial  ownership   of  five
     percent or less of such class.) (See Rule 13d-7).

     *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 (however, see the Notes).








     SEC 1745 (2/92)              Page 1 of 8 pages
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     CUSIP No. 50533610                  13G                   Page 2 of 8 Pages


      1   NAME OF REPORTING PERSON
          S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               Mitchell Hutchins Asset Management Inc.
               IRS ID No.: 13-2895752


      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
               Joint filing                       (a) /__/
                                                  (b) /__/
      3   SEC USE ONLY


      4   CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware

                    5    SOLE VOTING POWER
      NUMBER OF                None

       SHARES       6    SHARED VOTING POWER
                               259,500
     BENEFICIALLY

       OWNED BY     7    SOLE DISPOSITIVE POWER
                               None
        EACH

      REPORTING

       PERSON       8    SHARED DISPOSITIVE POWER
                               259,500
        WITH


      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          259,500 (Not to be construed as an admission of Beneficial ownership)


     10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



     11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                         1.40

     12   TYPE OF REPORTING PERSON*

                         CO, BD, IA



     SEC 1745 (2/92)              Page 2 of 8 pages
<PAGE>




     CUSIP No. 50533610                  13G                   Page 3 of 8 Pages


      1   NAME OF REPORTING PERSON
          S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               Mitchell Hutchins Institutional Investors Inc.
               IRS ID No.: 13-3180862


      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
               Joint filing                       (a) /__/
                                                  (b) /__/
      3   SEC USE ONLY


      4   CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware

                    5    SOLE VOTING POWER
      NUMBER OF                None

       SHARES       6    SHARED VOTING POWER
                               259,500
     BENEFICIALLY

       OWNED BY     7    SOLE DISPOSITIVE POWER
                               None
        EACH

      REPORTING

       PERSON       8    SHARED DISPOSITIVE POWER
                               259,500
        WITH


      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          259,500 (Not to be construed as an admission of Beneficial ownership)


     10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



     11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                         1.40

     12   TYPE OF REPORTING PERSON*

                         CO, IA



     SEC 1745 (2/92)              Page 3 of 8 pages
<PAGE>




     CUSIP No. 50533610                  13G                   Page 4 of 8 Pages


     Item 1.
          (a)  Name of Issuer
                    La-Z-Boy Chair Company

          (b)  Address of Issuer's Principal Executive Offices
                    1284 North Telegraph Road
                    Attn: Ms. Kathi Stiefel
                    Monroe, MI  48162-3390

     Item 2.
          (a)  Name of Person Filing

                    Mitchell Hutchins Asset Management Inc.

          (b)  Address of Principal Business Office or, if none, Residence

                    1285 Avenue of the Americas
                    New York, NY  10019

          (c)  Citizenship

                    Delaware

          (d)  Title of Class of Securities

                    Common

          (e)  CUSIP Number

                    50533610

     Item 3. If this  statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
     check whether the person filing is a:

          (a) /X_/  Broker or Dealer registered under Section 15 of the Act

          (b) /__/  Bank as defined in section 3(a)(6) of the Act

          (c) /__/  Insurance Company as defined in section 3(a)(19) of the act

          (d) /__/  Investment   Company  registered  under  section  8  of  the
                    Investment Company Act

          (e) /X_/  Investment  Adviser  registered  under section  203  of  the
                    Investment Advisers Act of 1940

          (f) /__/  Employee Benefit Plan, Pension Fund which is subject to  the
                    provisions of the  Employee Retirement  Income Security  Act
                    of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)





     SEC 1745 (2/92)              Page 4 of 8 pages
<PAGE>




     CUSIP No. 50533610                  13G                   Page 5 of 8 Pages


          (g) /X_/  Parent     Holding     Company,    in     accordance    with
                    240.13d-1(b)(ii)(G) (Note: See Item 7)

          (h) /__/  Group, in accordance with 240.13d-1(b)(1)(ii)(H)

     Item 4. Ownership

          Mitchell  Hutchins  Asset   Management  Inc.  ("MHAM")   and  Mitchell
     Hutchins  Institutional  Investors  Inc.  ("MHII")  each   disclaim  direct
     beneficial ownership of  the securities of La-Z-Boy Chair  Company reported
     herein, and  the filing of this  Schedule 13G shall not  be construed as an
     admission that  these companies are  the beneficial owners  of any La-Z-Boy
     Chair Company securities.

          (a)  Amount Beneficially Owned:

                    See line item (9) of the cover pages.

          (b)  Percent of Class

                    See line item (11) of the cover pages.

          (c)  Number of shares as to which such person has:

               (i)  Sole Power to vote or to direct the vote:

                    See line item (5) of the cover pages.

               (ii) Shared Power to vote or to direct the vote:

                    See line item (6) of the cover pages.

               (iii)     Sole Power to dispose or to direct the disposition of:

                    See line item (7) of the cover pages.

               (iv) Shared Power to dispose or to direct the disposition of:

                    See line item (8) of the cover pages.

     Item 5. Ownership of Five Percent or Less of a Class

          If this statement  is being filed to  report the  fact that as of  the
          date  hereof the  reporting  person has  ceased  to be  the beneficial
          owner of more than  5 percent  of the class  of securities, check  the
          following (X).








     SEC 1745 (2/92)              Page 5 of 8 pages
<PAGE>




     CUSIP No. 50533610                  13G                   Page 6 of 8 Pages


     Item 6. Ownership of More than Five Percent on Behalf of Another Person.

          Various persons have the right to receive, or the power to direct  the
          receipt  of,  dividends  or  proceeds  from  the  sale  of  securities
          reported herein.

     Item 7. Identification and Classification of the Subsidiary Which  Acquired
     the Security Being Reported on By the Parent Holding Company

          See Exhibit A.

     Item 8. Identification and Classification of Members of the Group

          N/A

     Item 9. Notice of Dissolution of Group

          N/A

     Item 10. Certification

          By signing  below I  certify that,  to the  best of  my knowledge  and
          belief,  the  securities  referred  to  above  were  acquired  in  the
          ordinary  course of business and were not  acquired for the purpose of
          and do not have  the effect of changing or influencing the  control of
          the issuer  of such  securities and  were not  acquired in  connection
          with or  as a participant  in any transaction having  such purposes 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.


     Date:  February 13, 1996                        /s/ Michael Katz     *
                                                     -----------------------
                                                      Michael Katz
                                                      Chief Financial Officer
                                                      & Senior Vice President




     _________________________

     *    Signature affixed by Hiam  Arfa pursuant to a power  of attorney dated
          February  9,  1996  and incorporated  by  reference from  Schedule 13G
          filed  with  the  Securities  and  Exchange   Commission  by  Mitchell
          Hutchins Asset  Management  Inc. et  al.  on  February 13,  1996  with
          respect to Flowers Industries, Inc.


     SEC 1745 (2/92)              Page 6 of 8 pages
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     CUSIP No. 50533610                  13G                   Page 7 of 8 Pages


                              EXHIBIT A TO SCHEDULE 13G

                      ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES


          Mitchell Hutchins Institutional  Investors Inc. ("MHII") is  a wholly-
     owned  subsidiary of  Mitchell  Hutchins  Asset Management  Inc.  ("MHAM").
     MHAM is  a  parent  holding  company  as  that  term  is  defined  by  Rule
     13d-1(b)(1)(ii)(G)  of the  Securities Exchange  Act of  1934  (the "Act").
     MHAM is  a broker-dealer registered under Section 15 of  the Act.  MHAM and
     MHII   are  investment  advisers  registered   under  section  203  of  the
     Investment Advisers Act of 1940.

          MHAM and MHII are Delaware  corporations whose business address  is as
          follows:

               1285 Avenue of the Americas
               New York, NY  10019

          The  companies  filing  this  joint  Schedule  13G  report  beneficial
     ownership  of the Common  Stock of La-Z-Boy Chair  Company in the following
     amounts:

     <TABLE>
     <CAPTION>

                                                 Shares Owned
                                                   Directly             Shares
                     Company                      or through         Beneficially
                                               Managed Accounts         Owned

       <S>                                            <C>                <C>

       1.   Mitchell Hutchins Institutional         259,500            259,500
            Investors Inc.

       2.   Mitchell Hutchins Asset                  None              259,500
            Management Inc.
     </TABLE>















     SEC 1745 (2/92)              Page 7 of 8 pages
<PAGE>




     CUSIP No. 50533610                  13G                   Page 8 of 8 Pages


                                JOINT FILING AGREEMENT


          Each of the  undersigned persons hereby  agrees and  consents to  this
     joint filing  of Schedule 13G on such  person s behalf, pursuant to section
     13(d) and  (g) of the Securities and Exchange  Act of 1934, as amended, and
     the  rules  promulgated  thereunder.     Each  of  these  persons   is  not
     responsible for  the completeness or accuracy of the information concerning
     the  other persons  making this  filing, unless  such person  knows or  has
     reason to believe that such information is inaccurate.


     Dated:  February 13, 1996

     <TABLE>
     <CAPTION>
      <S>                                           <C>
      Mitchell Hutchins Asset Management Inc.       Mitchell Hutchins Institutional Investors Inc.


      By:  /s/ Michael Katz           *             By:  /s/ Michael Katz          *
          ------------------------------                ----------------------------
           Michael Katz                                  Michael Katz
           Chief Financial Officer                       Chief Financial Officer
           & Senior Vice President                       & Senior Vice President

     </TABLE>


















     _________________________

     *    Signature affixed by Hiam  Arfa pursuant to a power  of attorney dated
          February  9,  1996  and incorporated  by  reference from  Schedule 13G
          filed  with  the  Securities  and  Exchange   Commission  by  Mitchell
          Hutchins Asset  Management  Inc. et  al.  on  February 13,  1996  with
          respect to Flowers Industries, Inc.


     SEC 1745 (2/92)              Page 8 of 8 pages
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